EXHIBIT 10.3 1. Parties. This Lease, dated, for reference purposes only, February 8, 1995, is made by and between The Lily Company, a Calif. Limited Partnership (herein called "Lessor") and Jim Kinnicutt and Susan Rasmussen dba Biker Dream of...

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                                                                    EXHIBIT 10.3


1.       Parties.  This Lease, dated, for reference purposes only, February 8,
1995, is made by and between The Lily Company, a Calif. Limited Partnership
(herein called "Lessor") and Xxx Xxxxxxxxx and Xxxxx Xxxxxxxxx dba Biker Dream
of Sacramento (herein called "Lessee")

2.       Premises, Parking and Common Areas.

         2.1     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, real property situated in the
                 County of Sacramento, State of California commonly known as
                 0000 X Xxxxxx and described as 10,480 +/- Square Feet of 
                 Office/Warehouse space,

herein referred to as the "Premises," as may be outlined on an Exhibit attached
hereto, including rights to the Common Areas as hereinafter specified but not
including any rights to the roof of the Premises or to any Building in the
Industrial Center.  The Premises are a portion of a building, herein referred
to as the "Building." The Premises, the Building, the Common Areas, the land
upon which the same are located, along with all other buildings and
improvements thereon, are herein collectively referred to as the "Industrial
Center."

         2.2     Vehicle Parking.  Lessee shall be entitled to N/A vehicle
parking spaces, unreserved and unassigned, on those portions of the Common
Areas designated by Lessor for parking.  Lessee shall not use more parking
spaces than said number.  Said parking spaces shall be used only for parking by
vehicles no larger than full size passenger automobiles or pick-up trucks,
herein called "Permitted Size Vehicles." Vehicles other than Permitted Size
Vehicles are herein referred to as "Oversized Vehicles." Lessor reserves the
right to assign parking.

         2.2.1   Lessee shall not permit or allow any vehicles that belong to
or are controlled by Lessee or Lessee's employees, suppliers, shippers,
customers, or invitees to be loaded, unloaded, or parked in areas other than
those designated by Lessor for such activities.

         2.2.2   If Lessee permits or allows any of the prohibited activities
described in paragraph 2.2 of this Lease, then Lessor shall have the right,
without notice, in addition to such other rights and remedies that it may have,
to remove or tow away the vehicle involved and charge the cost to Lessee, which
cost shall be immediately payable upon demand by Lessor.

         2.3     Common Areas--Definition.  The term "Common Areas" is defined
as all areas and facilities outside the Premises and within the exterior
boundary line of the Industrial Center that are provided and designated by the
Lessor from time to time for the general non-exclusive use of Lessor, Lessee
and of other lessees of the Industrial Center and their respective employees,
suppliers, shippers, customers and invitees, including parking areas, loading
and unloading areas, trash areas, roadways, sidewalks, walkways, parkways,
driveways and landscaped areas.

         2.4     Common Areas--Lessee's Rights.  Lessor hereby grants to Lessee,
for the benefit of Lessee and its employees, suppliers, shippers, customers and
invitees, during the term of this Lease, the non-exclusive right to use, in
common with others entitled to such use, the Common Areas as they exist from
time to time, subject to any rights, powers, and privileges reserved by Lessor
under the terms hereof or under the terms of any rules and regulations or
restrictions governing the use of the Industrial Center.  Under no
circumstances shall the right herein granted to use the Common Areas be deemed
to include the right to store any property, temporarily or permanently, in the
Common Areas.  Any such storage shall be permitted only by the prior written
consent of Lessor or Lessor's designated agent, which consent may be revoked at
any time.  In the event that any unauthorized storage shall occur then Lessor
shall have the right, without notice, in addition to such other rights and
remedies that it may have, to remove the property and charge the cost to
Lessee, which cost shall be immediately payable upon demand by Lessor.

         2.5     Common Areas--Rules and Regulations.  Lessor or such other
person(s) as Lessor may appoint shall have the exclusive control and management
of the Common Areas and shall have the right, from time to time, to establish,
modify, amend and enforce reasonable rules and regulations with respect
thereto.  Lessee agrees to abide by and conform to all such rules and
regulations, and to cause its employees, suppliers, shippers, customers, and
invitees to so abide and conform.  Lessor shall not be responsible to Lessee
for the non-compliance with said rules and regulations by other lessees of the
Industrial Center.

         2.6     Common Areas--Changes.  Lessor shall have the right, in 
Lessor's sole discretion, from time to time:

                 (a)      To make changes to the Common Areas, including,
without limitation, changes in the location, size, shape and number of
driveways, entrances, parking spaces, parking areas, loading and unloading
areas, ingress, egress, direction of traffic, landscaped areas and walkways;
(b) To close temporarily any of the Common Areas for maintenance purposes, so
long as reasonable access to the Premises remains available; (c) To designate
other land outside the boundaries of the Industrial Center to be a part of the
Common Areas; (d) To add additional buildings and improvements to the Common
Areas; (e) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Industrial Center, or any portion
thereof; (f) To do and perform such other acts and make such other changes
in, to or with respect to the Common Areas and Industrial Center as Lessor may,
in the exercise of sound business judgment, deem to be appropriate.

3.       Term.

         3.1 Term.  The term of this Lease shall be for Five (5) Years and
Three (3) Months commencing on April 1, 1995 or sooner and ending on June 30,
2000 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 or perform any other obligation of Lessee under the terms
of this Lease, except as may be otherwise provided in this Lease, 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 of
this Lease, 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.

         4.1     Base Rent.  Lessee shall pay to Lessor, as Base Rent for the
Premises, without any offset or deduction, except as may be otherwise expressly
provided in this Lease, on the First day of each month of the term hereof,
monthly payments in advance of $3039.20 (See Rent Schedule - Addendum) Rent
shall be adjusted downward commensurate to the use of the Tenant Improvement
Allowance.

Lessee shall pay Lessor upon execution hereof $3039.20 as Base Rent for June
1995 Rent for any period during the term hereof which is for less than one
month shall be a pro rata portion of the Base Rent.  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.

         4.2     Operating Expenses.  Lessee shall pay to Lessor during the
term hereof, in addition to the Base Rent, Lessee's Share, as hereinafter
defined, of all Operating Expenses, as hereinafter defined, during each
calendar year of the term of this Lease, in accordance with the following
provisions:

         (a)     "Lessee's Share" is defined, for purposes of this Lease as
54.35 percent.  Building Gross 19,280 SF.

         (b)     "Operating Expenses" is defined, for purposes of this Lease,
as all costs incurred by Lessor, in any, for:

                 (i)      The operation, repair and maintenance, in neat,
clean, good order and condition, of the following:

                          (aa) The Common Areas, including parking areas,
loading and unloading areas, trash areas, roadways, sidewalks, walkways,
parkways, driveways, landscaped areas, striping, bumpers, irrigation systems,
Common Area lighting facilities and fences and gates.

                          Lessee to contract for own trash disposal service.

                          (cc) Tenant directories.

                          (dd) FIre detection systems including sprinkler
system maintenance and repair.

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                          (ee) Security services.

                          (ff) Any other service to be provided by Lessor that
is elsewhere in this Lease stated to be an "Operating Expense."

                 (ii)     The cost of water, gas and electricity to service the
Common Areas.

         (c)     The inclusion of the improvements, facilities and services set
forth in paragraph 4.2(b)(i) of the definition of Operating Expenses shall not
be deemed to impose an obligation upon Lessor to either have said improvements
or facilities or to provide those services unless the Industrial Center already
has the same,  Lessor already provides the services, or Lessor has agreed
elsewhere in this Lease to provide the same or some of them.

         (d)     Lessee's Share of Operating Expenses shall be payable by
Lessee within ten (10) days after a reasonably detailed statement of actual
expenses is presented to Lessee by Lessor.  At Lessor's option, however, an
amount may be estimated by Lessor from time to time of Lessee's Share of annual
Operating Expenses and the same shall be payable monthly or quarterly, as
Lessor shall designate, during each twelve-month period of the Lease term, on
the same day as the Base Rent is due hereunder.  In the event that Lessee pays
Lessor's estimate of Lessee's Share of Operating Expenses as aforesaid, Lessor
shall deliver to Lessee within sixty (60) days after the expiration of each
calendar year a reasonably detailed statement showing Lessee's Share of the
actual Operating Expenses incurred during the preceding year.  If Lessee's
payments under this paragraph 4.2(d) during said preceding year exceed Lessee's
Share as indicated on said statement, Lessee shall be entitled to credit the
amount of such overpayment against Lessee's Share of Operating Expenses next
falling due. If Lessee's payments under this paragraph during said preceding
year were less than Lessee's Share as indicated on said statement, Lessee
shall pay to Lessor the amount of the deficiency within ten (10) days after
delivery by Lessor to Lessee of said statement.

5.       Security Deposit. Lessee shall deposit with Lessor upon execution
hereof $3552.10 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 then required
of Lessee.  If the monthly rent shall, from time to time, increase during the
term of this Lease, Lessee shall, at the time of such increase, deposit with
Lessor additional money as a security deposit so that the total amount of the
security deposit held by Lessor shall at all times bear the same proportion to
the then current Base Rent as the initial security deposit bears to the initial
Base Rent set forth in paragraph 4. Lessor shall not be required to keep said
security 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 Sales and
repairs of motorcycles and related accessories, or any other use which is
reasonably comparable and for no other purpose.

         6.2     Compliance with Law.

                 (b)      Except as provided in paragraph 6.2(a) Lessee shall,
at Lessee's expense, promptly comply with all applicable statutes, ordinances,
rules, regulations, orders, covenants and restrictions of record, and
requirements of any fire insurance underwriters or rating bureaus, now in
effect or which may hereafter come into effect, whether or not they reflect a
change in policy from that now existing, during the term or any part of the
term hereof, relating in any manner to the Premises and the occupation and use
by Lessee of the Premises and of the Common Areas. Lessee shall not use nor
permit the use of the Premises or the Common Areas in any manner that will tend
to create waste or a nuisance or shall tend to disturb other occupants of the
Industrial Center.

         6.3     Condition of Premises. (See Addendum-Item 53)

                 (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, Alterations and Common Area Services.

         7.1     Lessor's Obligations.  Subject to the provisions of paragraphs
4.2 (Operating Expenses), 6 (Use), 7.2 (Lessee's Obligations) and 9 (Damage or
Destruction) and except for damage caused by any negligent or intentional act
or omission of Lessee,  Lessee's employees, suppliers, shippers, customers, or
invitees, in which event Lessee shall repair the damage.  Lessor, at Lessor's
expense, subject to reimbursement pursuant to paragraph 4.2, shall keep in good
condition and repair the foundations, exterior walls, structural condition of
interior bearing walls, and roof of the Premises, as well as the parking lots,
walkways, driveways, landscaping, fences, signs and utility installations of
the Common Areas and all parts thereof, as well as providing the services for
which there is an Operating Expense pursuant to paragraph 4.2. Lessor shall
not, however, be obligated to paint the exterior or interior surface of
exterior walls, nor shall Lessor be required to maintain, repair or replace
windows, doors or plate glass of the Premises.  Lessor shall have no obligation
to make repairs under this paragraph 7.1 until a reasonable time after receipt
of written notice from Lessee of the need for such repairs.  Lessee expressly
waives the benefits of any statute now or hereafter in effect which would
otherwise afford Lessee the right to make repairs at Lessor's expense or to
terminate this Lease because of Lessor's failure to keep the Premises in good
order, condition and repair.  Lessor shall not be liable for damages or loss of
any kind or nature by reason of Lessor's failure to furnish any Common Area
Services when such failure is caused by accident, breakage, repairs, strikes,
lockout, or other labor disturbances or disputes of any character, or by any
other cause beyond the reasonable control of Lessor.

         7.2     Lessee's Obligations.

                 (a)      Subject to the provisions of paragraphs 6 (Use), 7.1
(Lessor's Obligations), and 9 (Damage or Destruction), Lessee, at Lessee's
expense, shall keep in good order, condition and repair the Premises and every
part thereof (whether or not the damaged portion of the Premises or the means of
repairing the same are reasonably or readily accessible to Lessee) including,
without limiting the generality of the foregoing, all plumbing, heating,
ventilating and air conditioning systems (Lessee shall procure and maintain, at
Lessee's expense, a ventilating and air conditioning system maintenance
contract), electrical and lighting facilities and equipment within the Premises,
fixtures, interior walls and interior surfaces of exterior walls, ceilings,
windows, doors, plate glass, and skylights located within the Premises.  Lessor
reserves the right to procure and maintain the ventilating and air conditioning
system maintenance contract and if Lessor so elects, Lessee shall reimburse
Lessor, upon demand, for the cost thereof.

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

                 (c)      On the last day of the term hereof, or on any sooner
termination, Lessee shall surrender the Premises to Lessor in the same condition
as received, ordinary wear and tear excepted, clean and free of debris.  Any
damage or deterioration of the Premises shall not be deemed ordinary wear and
tear if the same could have been prevented by good maintenance practices.
Lessee shall repair any damage to the Premises occasioned by the installation or
removal of Lessee's trade fixtures, alterations, furnishings and equipment.
Notwithstanding anything to the contrary otherwise stated in this Lease, Lessee
shall leave the air lines, power panels, electrical distribution systems,
lighting fixtures, space heaters, air conditioning, plumbing and fencing on the
Premises in good operating condition.

         7.3     Alterations and Additions.

                 (a)      Lessee shall not, without Lessor's prior written
consent make any alterations, improvements, additions, or Utility Installations
in, on or about the Premises, or the Industrial Center, except for nonstructural
alterations to the Premises 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 nor the Industrial Center without
Lessor's prior written consent.  As used in this paragraph 7.3 the term "Utility
Installation" shall mean carpeting, window coverings, air lines, power panels,
electrical distribution systems, lighting fixtures, space heaters, air
conditioning, plumbing, and fencing.  Lessor may require that Lessee remove any
or all of said alterations, improvements, additions or Utility Installations at
the


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expiration of the term, and restore the Premises and the Industrial Center 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, at any time during the term of this Lease, require that
Lessee remove any or all of the same.

                 (b)      Any alterations, improvements, additions or Utility
Installations in or about the Premises or the Industrial Center 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 mechanic's
or materialmen's lien against the Premises, or the Industrial Center, 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 or the
Building 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 or the Industrial Center, 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 and the Industrial Center free from the effect of such lien or claim.
In addition, Lessor may require Lessee to pay Lessor's attorney's fees and
costs in participating in such action if Lessor shall decide it is to Lessor's
best interest to do so.

                 (d)      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 be the property
of Lessor and shall remain upon and be surrendered with the Premises at the
expiration of the Lease term, unless Lessor requires their removal pursuant to
paragraph 7.3(a).  Notwithstanding the provisions of this paragraph 7.3(d),
Lessee's machinery and equipment, other than that which is affixed to the
Premises so that it cannot be removed without material damage to the Premises,
and other than Utility Installations, shall remain the property of Lessee and
may be removed by Lessee subject to the provisions of paragraph 7.2.

         7.4     Utility Additions.  Lessor reserves the right to install new
or additional utility facilities throughout the Building and the Common Areas
for the benefit of Lessor or Lessee, or any other lessee of the Industrial
Center, including, but not by way of limitation, such utilities as plumbing,
electrical systems, security systems, communication systems, and fire
protection and detection systems, so long as such installations do not
unreasonably interfere with Lessee's use of the Premises.

8.       Insurance; Indemnity.

         8.1     Liability Insurance--Lessee.  Lessee shall, at Lessee's
expense, obtain and keep in force during the term of this Lease a policy of
Combined Single Limit Bodily Injury and Property Damage insurance insuring
Lessee and Lessor against any liability arising out of the use, occupancy or
maintenance of the Premises and the Industrial Center.  Such insurance shall be
in an amount not less than $500,000.00 per occurrence.  The policy shall insure
performance by Lessee of the indemnity provisions of this paragraph 8. The
limits of said insurance shall not, however, limit the liability of Lessee
hereunder.

         8.2     Liability Insurance--Lessor.  Lessor shall obtain and keep in
force during the term of this Lease a policy of Combined Single Limit Bodily
Injury and Property Damage Insurance, insuring Lessor, but not Lessee, against
any liability arising out of the ownership, use, occupancy or maintenance of
the Industrial Center in an amount not less than $500,000.00 per occurrence.

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

         8.4     Payment of Premium Increase.

                 (a)      After the term of this Lease has commenced, Lessee
shall not be responsible for paying Lessee's Share of any increase in the
property insurance premium for the Industrial Center specified by Lessor's
insurance carrier as being caused by the use, acts or omissions of any other
lessee of the Industrial Center, or by the nature of such other lessee's
occupancy which create an extraordinary or unusual risk.

                 (b)      Lessee, however, shall pay the entirety of any
increase in the property insurance premium for the Industrial Center over what
it was immediately prior to the commencement of the term of this Lease if the
Increase is specified by Lessor's insurance carrier as being caused by the
nature of Lessee's occupancy or any act or omission of Lessee.

                 (c)      Lessee shall pay to Lessor, during the term hereof,
in addition to the rent, Lessee's Share (as defined in paragraph 4.2[a]) of the
amount of any increase in premiums for the insurance required under paragraphs
8.2 and 8.3 over and above such premiums paid during the Base Period, as
hereinafter defined, whether such premium increase shall be the result of the
nature of Lessee's occupancy, any act or omission of Lessee, requirements of
the holder of a mortgage or deed of trust covering the Premises, increased
valuation of the Premises, or general rate increases.  In the event that the
Premises have been occupied previously, the words "Base Period" shall mean the
last twelve months of the prior occupancy.  In the event that the Premises have
never been occupied previously, the premiums during the "Base Period" shall be
deemed to be the lowest premiums reasonably obtainable for said insurance
assuming the most nominal use of the Premises.  Provided, however, in lieu of
the Base Period, the parties may insert a dollar amount at the end of this
sentence which figure shall be considered as the insurance premium for the Base
Period: $447.87. In no event, however, shall Lessee be responsible for any
portion of the premium cost attributable to liability insurance coverage in
excess of $500,000.00 procured under paragraph 8.2.

                 (d)      Lessee shall pay any such premium increases to Lessor
within 30 days after receipt by Lessee of a copy of the premium statement or
other satisfactory evidence of the amount due.  If the insurance policies
maintained hereunder cover other improvements in addition to the Premises,
Lessor shall also deliver to Lessee a statement of the amount of such increase
attributable to the Premises 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,
Lessee's liability for premium increases shall be prorated on an annual basis.

         8.5     Insurance Policies.  Insurance required hereunder shall be in
companies holding a "General Policyholders Rating" of at lease B plus, or such
other rating as may be required by a lender having a lien on the Promises, as
set forth in the most current issue of "Best's Insurance Guide."  Lessee shall
not do or permit to be done anything which shall invalidate the insurance
policies carried by Lessor.  Lessee shall deliver to Lessor copies of liability
insurance policies required under paragraph 8.1 or certificates evidencing the
existence and amounts of such insurance within seven (7) days after the
commencement date of this Lease.  No such policy shall be cancellable or
subject to reduction of coverage or other modification except after thirty (30)
days prior written notice to Lessor.  Lessee shall, at least thirty (30) days
prior to the expiration of such policies, furnish Lessor with renewals or
"binders" thereof.

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

         8.7     Indemnity.  Lessee shall indemnify and hold harmless Lessor
from and against any and all claims arising from Lessee's use of the Industrial
Center, 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 act or omission of Lessee, or any of Lessee's agents,
contractors, or employees, and from and against all costs, attorney's fees,
expenses and liabilities incurred in the defense of any such claim or any action
or proceeding brought thereon, and in case any action or proceeding be brought
against Lessor by reason of any such claim.  Lessee upon notice from Lessor
shall defend the same at Lessee's expense by counsel reasonably satisfactory to
Lessor and Lessor shall cooperate with Lessee in such defense. Lessee, as a
material part of the consideration to Lessor, hereby assumes all risk of damage
to property of Lessee or injury to persons, in, upon or about the Industrial
Center arising from any cause and Lessee hereby waives all claims in respect
thereof against Lessor.

         8.8     Exemption of Lessor from Liability.  Lessee hereby agrees that
Lessor shall not be liable for injury to Lessee's business or any loss of
income therefrom or for damage to the goods, wares, merchandise or other
property of Lessee, Lessee's employees, invitees, customers, or any other
person in or about the Premises or the Industrial Center, 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 said
damage or injury results from conditions arising upon the Premises or upon
other portions of the Industrial Center, 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 lessee, occupant
or user of the Industrial Center, nor from the failure of Lessor to enforce the
provisions of any other lease of the Industrial Center.

9.       Damage or Destruction.

         9.1     Definitions.

         (a)     "Premises Partial Damage" shall mean if the Premises are
damaged or destroyed to the extent that the cost of repair is less than fifty
percent of the then replacement cost of the Premises.

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                                      -3-
   4
                 (b)      "Premises Total Destruction" shall mean if the
Premises are damaged or destroyed to the extent that the cost of repair is
fifty percent or more of the then replacement cost of the Premises.

                 (c)      "Premises Building Partial Damage" shall mean if the
Building of which the Premises are a part is damaged or destroyed to the extent
that the cost to repair is less than fifty percent of the then replacement cost
of the Building.

                 (d)      "Premises Building Total Destruction" shall mean if
the Building of which the Premises are a part is damaged or destroyed to the
extent that the cost to repair is fifty percent or more of the then replacement
cost of the Building.

                 (e)      "Industrial Center Buildings" shall mean all of the
buildings on the Industrial Center site.

                 (f)      "Industrial Center Buildings Total Destruction" shall
mean if the Industrial Center Buildings are damaged or destroyed to the extent
that the cost of repair is fifty percent or more of the then replacement cost
of the Industrial Center Buildings.

                 (g)      "Insured Loss" shall mean damage or destruction which
was caused by an event required to be covered by the insurance described in
paragraph 8. The fact that an insured Loss has a deductible amount shall not
make the loss an uninsured loss.

                 (h)      "Replacement Cost" shall mean the amount of money
necessary to be spent in order to repair or rebuild the damaged area to the
condition that existed immediately prior to the damage occurring excluding all
improvements made by lessees.

         9.2     Promises Partial Damage; Premises Building Partial Damage.

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

                 (b)      Uninsured Loss: Subject to the provisions of
paragraphs 9.4 and 9.5, if 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 Promises 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), which damage prevents Lessee from using the
Premises, Lessor may at Lessor's option either (i) repair such damage as soon
as reasonably possible at Lessor's expense, in which event this Lease shall
continue in full force and effect, or (ii) give written notice to Lessee within
thirty (30) days after the date of the occurrence of such damage of Lessor's
intention to cancel and terminate this Lease as of the date of the occurrence
of such damage.  In the event Lessor elects to give such notice of Lessor's
intention to cancel and terminate this Lease, Lessee shall have the right
within ten (10) days after the receipt of such notice to give written notice to
Lessor of Lessee's intention to repair such damage at Lessee's expense, without
reimbursement from Lessor, in which event this Lease shall continue in full
force and effect, and Lessee shall proceed to make such repairs as soon as
reasonably possible.  If Lessee does not give such notice within such 10-day
period this Lease shall be cancelled and terminated as of the date of the
occurrence of such damage.

         9.3     Premises Total Destruction; Premises Building Total
Destruction; Industrial Center Buildings Total Destruction.

                 (a)      Subject to the provisions of paragraphs 9.4 and 9.5,
if at any time during the term of this Lease there is damage, whether or not it
is an Insured Loss, and which falls into the classifications of either (i)
Premises Total Destruction, or (ii) Premises Building Total Destruction, or
(iii) Industrial Center Buildings Total Destruction, then Lessor may at
Lessor's option either (i) repair such damage or destruction, but not Lessee's
fixtures, equipment or tenant improvements, as soon as reasonably possible at
Lessor's expense, and this Lease shall continue in full force and effect, or
(ii) give written notice to Lessee within thirty (30) days after the xxxx of
occurrence of such damage of Lessor's intention to cancel and terminate this
Lease, in which case this Lease shall be cancelled and terminated as of the
date of the occurrence of such damage.

       9.4       Damage Near End of Term.

                 (a)      Subject to paragraph 9.4(b), if at any time during
the last six months of the term of this Lease there is substantial 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 9.4(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 twenty (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 twenty (20) day period, Lessor
shall, at Lessor's expense, repair such damage, but not Lessee's fixtures,
equipment or tenant improvements, as soon as reasonably possible and this Lease
shall continue in full force and effect. If Lessee fails to exercise such
option during said twenty (20) day period, then Lessor may at Lessor's option
terminate and cancel this Lease as of the expiration of said twenty (20) day
period by giving written notice to Lessee of Lessor's election to do so within
ten (10) days after the expiration of said twenty (20) day period,
notwithstanding any term or provision in the grant of option to the contrary.

         9.5     Abatement of Rent; Lessee's Remedies.

                 (a)      In the event Lessor 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 ninety (90) days after such obligation shall
accrue,  Lessee may at Lessee's option cancel and terminate this Lease by
giving Lessor written notice of Lessee's election to do so at any time prior to
the commencement of such repair or restoration.  In such event this Lease shall
terminate as of the date of such notice.

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

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

10.      Real Property Taxes.

         10.1    Payment of Tax Increase.  Lessor shall pay the real property
tax, as defined in paragraph 10.3, applicable to the Industrial Center,
provided, however, that Lessee shall pay, in addition to rent, Lessee's Share
(as defined in paragraph 4.21(a)) of the amount, if any, by which real property
taxes applicable to the Premises increase over the fiscal real estate tax year
1994,  1995. Such payment shall be made by Lessee within thirty (30) days
after receipt of Lessor's written statement setting forth the amount of such
increase and the computation thereof.  If the term of this Lease shall not
expire concurrently with the expiration of the tax fiscal year,  Lessee's
liability for increased taxes for the last partial lease year shall be prorated
on an annual basis.

         10.2    Additional Improvements.  Lessee shall not be responsible for
paying Lessee's Share of any increase in real property tax specified in the tax
assessor's records and work sheets as being caused by additional improvements
placed upon the Industrial Center by other lessees or by Lessor for the
exclusive enjoyment of such other lessees.  Lessee shall, however, pay to
Lessor at the time that Operating Expenses are payable under paragraph 4.2(c)
the entirety of any increase in real property tax if assessed solely by reason
of additional improvements placed upon the Premises by Lessee or at Lessee's
request.

         10.3    Definition of "Real Property Tax." As used herein, the term
"real property tax" shall include any form of real estate tax or assessment,
general, special, ordinary or extraordinary, and any license fee, commercial
rental tax, improvement bond or bonds, levy or tax (other than inheritance,
personal income or estate taxes) imposed on the Industrial Center or any
portion thereof by any authority having the direct or indirect power to tax,
including any city, county, 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 Industrial
Center or in any portion thereof, as against Lessor's right to rent or other
income therefrom, and as against Lessor's business of leasing the Industrial
Center.  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 Industrial
Center or which is added to a tax or charge hereinbefore included within the
definition of real property tax by reason of such transfer, or (v) which is
imposed by reason of this transaction, any modifications or changes hereto, or
any transfers hereof.

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

         10.5    Personal Property Taxes.

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

                 (b)      If any of Lessee's said personal property shall be
assessed with Lessor's real property, Lessee shall pay to Lessor the taxes
attributable to Lessee within ten (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 the
Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a
reasonable proportion to be determined by Lessor of all charges jointly metered
with other premises in the Building.

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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 the 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 without the need for notice to Lessee under paragraph 13.1.

         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, all of which are referred to as "Lessee
Affiliate," provided that before such assignment shall be effective said
assignee shall assume, 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    Terms and Conditions of Assignment.  Regardless of Lessor's
consent, no assignment shall release Lessee of Lessee's obligations hereunder
or alter the primary liability of Lessee to pay the Base Rent and Lessee's
Share of Operating Expenses, and to perform all other obligations to be
performed by Lessee hereunder.  Lessor may accept rent from any person other
than Lessee pending approval or disapproval of such assignment.  Neither a
delay in the approval or disapproval of such assignment nor the acceptance of
rent shall constitute a waiver or estoppel of Lessor's right to exercise its
remedies for the breach of any of the terms or conditions of this paragraph 12
or this Lease.  Consent to one assignment shall not be deemed consent to any
subsequent assignment.  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
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    Terms and Conditions Applicable to Subletting.  Regardless of
Lessor's consent, the following terms and conditions shall apply to any
subletting by Lessee of all or any part of the Premises and shall be included
in subleases:

                 (a)      Lessee hereby assigns and transfers to Lessor all of
Lessee's interest in all rentals and income arising from any sublease
heretofore or hereafter made by Lessee, and Lessor may collect such rent and
income and apply same toward Lessee's obligations under this Lease; provided,
however, that until a default shall occur in the performance of Lessee's
obligations under this Lease,  Lessee may receive, collect and enjoy the rents
accruing under such sublease.  Lessor shall not, by reason of this or any other
assignment of such sublease to Lessor nor by reason of the collection of the
rents from a sublessee, be deemed liable to the sublessee for any failure of
Lessee to perform and comply with any of Lessee's obligations to such sublessee
under such sublease.  Lessee hereby irrevocably authorizes and directs any such
sublessee, upon receipt of a written notice from Lessor stating that a default
exists in the performance of Lessee's obligations under this Lease, to pay to
Lessor the rents due and to become due under the sublease.  Lessee agrees that
such sublessee shall have the right to rely upon any such statement and request
from Lessor, and that such sublessee shall pay such rents to Lessor without any
obligation or right to inquire as to whether such default exists and
notwithstanding any notice from or claim from Lessee to the contrary.  Lessee
shall have no right or claim against such sublessee or Lessor for any such
rents so paid by said sublessee to Lessor.

                 (b)      No sublease entered into by Lessee shall be effective
unless and until it has been approved in writing by Lessor.  In entering into
any sublease,  Lessee shall use only such form of sublease as is satisfactory
to Lessor, and once approved by Lessor, such sublease shall not be changed or
modified without Lessor's prior written consent.  Any sublessee shall, by
reason of entering into a sublease under this Lease, be deemed, for the benefit
of Lessor, to have assumed and agreed to conform and comply with each and every
obligation herein to be performed by Lessee other than such obligations as are
contrary to or inconsistent with provisions contained in a sublease to which
Lessor has expressly consented in writing.

                 (c)      If Lessee's obligations under this Lease have been
guaranteed by third parties, then a sublease, and Lessor's consent thereto,
shall not be effective unless said guarantors give their written consent to
such sublease and the terms thereof.

                 (d)      The consent by Lessor to any subletting shall not
release Lessee from its obligations or alter the primary liability of Lessee to
pay the rent and perform and comply with all of the obligations of Lessee to be
performed under this Lease.

                 (e)      The consent by Lessor to any subletting shall not
constitute a consent to any subsequent subletting by Lessee or to any
assignment or subletting by the sublessee.  However, Lessor may consent to
subsequent sublettings and assignments of the sublease or any amendments or
modifications thereto without notifying Lessee or anyone else liable on the
Lease or sublease and without obtaining their consent and such action shall not
relieve such persons from liability.

                 (f)      In the event of any default under this Lease, Lessor
may proceed directly against Lessee, any guarantors or any one else responsible
for the performance of this Lease, including the sublessee, without first
exhausting Lessor's remedies against any other person or entity responsible
therefor to Lessor, or any security held by Lessor or Lessee.

                 (g)      In the event Lessee shall default in the performance
of its obligations under this Lease,  Lessor, at its option and without any
obligation to do so, may require any sublessee to attorn to Lessor, in which
event Lessor shall undertake the obligations of Lessee under such sublease from
the time of the exercise of said option to the termination of such sublease;
provided, however, Lessor shall not be liable for any prepaid rents or security
deposit paid by such sublessee to Lessee or for any other prior defaults of
Lessee under such sublease.

                 (h)      Each and every consent required of Lessee under a
sublease shall also require the consent of Lessor.

                 (i)      No sublessee shall further assign or sublet all or
any part of the Premises without Lessor's prior written consent.

                 (j)      Lessor's written consent to any subletting of the
Premises by Lessee shall not constitute an acknowledgement that no default then
exists under this Lease of the obligations to be performed by Lessee nor shall
such consent be deemed a waiver of any then existing default, except as may be
otherwise stated by Lessor at the time.

                 (k)      With respect to any subletting to which Lessor has
consented, Lessor agrees to deliver a copy of any notice of default by Lessee
to the sublessee.  Such sublessee shall have the right to cure a default of
Lessee within ten (10) days after service of said notice of default upon such
sublessee, and the sublessee shall have a right of reimbursement and offset
from and against Lessee for any such defaults cured by the sublessee.

         12.5    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 attorney's fees incurred in
connection therewith, such attorney's fees not to exceed $350.00 for each such
request.

13.      Default; Remedies.

         13.1    Default.  The occurrence of any one or more of the following
events shall constitute a material default 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 (3) 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)      Except as otherwise provided in this Lease, 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 thirty (30) days after written notice thereof from Lessor to Lessee;
provided, however, that if the nature of Lessee's noncompliance is such that
more than thirty (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
thirty (30) day period and thereafter diligently prosecutes such cure to
completion.  To the extent permitted by law, such thirty (30) day notice shall
constitute the sole and exclusive notice required to be given to Lessee under
applicable Unlawful Detainer statutes.

                 (d)      (i) The making by Lessee of any general arrangement
or general assignment for the benefit of creditors; (ii) Lessee becomes a
"debtor" as defined in 11 U.S.C. Section 101 or any successor statute thereto
(unless, in the case of a petition filed against Lessee, the same is dismissed
within sixty (60) days); (iii) the appointment of a trustee or receiver to take
possession of substantially all of Lessee's assets located at the Premises or
of Lessee's interest in this Lease, where possession is not restored to Lessee
within thirty (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
thirty (30) days.  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, was materially false.

         13.2    Remedies.  In the event of any such material default 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:

                 (a)      Terminate Lessee's right to possession of the
Premises by any lawful means, in which case this Lease and the term hereof
shall terminate and Lessee shall immediately surrender possession of the
Premises to Lessor.  In such event Lessor shall be entitled to recover from
Lessee all damages incurred by Lessor by reason of Lessee's default including,
but not limited to, the cost of recovering possession of the Premises, expenses
of reletting, including necessary renovation and alteration of the Premises,
reasonable attorney's fees, and any real estate commission actually paid; the
worth at the time of award by the court having jurisdiction thereof of the
amount by which the unpaid rent for the balance of the term after the time of
such award exceeds the amount of such rental loss for the same period that
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.

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                                      -5-
   6
                 (b)      Maintain Lessee's right to possession in which case
this Lease shall continue in effect whether or not Lessee shall have vacated or
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
thirty (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 Base Rent, Lessee's Share of Operating Expenses or 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 Industrial Center.  Accordingly, If any Installment of
Base Rent, Operating Expenses, 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 any of the aforesaid monetary obligations of
Lessee, then Base Rent shall automatically become due and payable quarterly in
advance, rather than monthly, notwithstanding paragraph 4.1 or any other
provision of this Lease to the contrary.

14.      CONDEMNATION.  If the Premises or any portion thereof or the
Industrial Center 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 ten percent of the floor area of the Premises, or more
than twenty-five percent of that portion of the Common Areas designated as
parking for the Industrial Center is taken by condemnation, Lessee may, at
Lessee's option, to be exercised in writing only within ten (10) days after
Lessor shall have given Lessee written notice of such taking (or in the absence
of such notice, within ten (10) days after the condemning authority shall have
taken possession) terminate this Lease as of the date the condemning authority
takes such possession.  If Lessee does not terminate this Lease in accordance
with the foregoing, this Lease shall remain in full force and effect as to the
portion of the Premises remaining, except that the rent shall be reduced in the
proportion that the floor area of the Premises taken bears to the total floor
area of the Premises.  No reduction of rent shall occur if the only area taken
is that which does not have the Premises 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.  Fees shall be adjusted with any rent adjustments.

         (a)     Upon execution of this Lease by both parties, Lessor shall pay
to Xxxxxx X. Xxxxxx $4,938.39 (50%) and Xxxx Xxxx, $4,938.38 (50%) Licensed real
estate broker(s), a fee as set forth in a separate agreement between Lessor and
said broker(s), or in the event there Is no separate agreement between Lessor
and said broker(s), the sum of $9,876.77, for brokerage services rendered by
said broker(s) to Lessor in this transaction.

         (b)     Lessor further agrees that it 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 interests 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)     Each party (as "responding party") shall at any time upon not
less than ten (10) days' prior written notice from the other party ("requesting
party") execute, acknowledge and deliver to the requesting party a statement in
writing (i) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect) and the date to
which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to the responding party's knowledge, any
uncured defaults on the part of the requesting party, 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 or of the
business of the requesting party.

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

         (c)     If Lessor desires to finance, refinance, or sell the
Industrial Center, 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 (3) years' financial statements of Lessee.  All such
financial statements shall be received by Lessor and such lender or purchaser
in confidence and shall be used only for the purposes herein set forth.

17.      LESSOR'S LIABILITY.  The term "Lessor" as used herein shall mean only
the owner or owners, at the time in question, of the fee title or a lessee's
interest in a ground lease of the Industrial Center, 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 xxxx 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 with respect to the
obligations to be performed under this Lease.

21.      ADDITIONAL RENT.  All monetary obligations of Lessee to Lessor under
the terms of this Lease, including but not limited to Lessee's Share of
Operating Expenses and insurance and tax expenses payable 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 or contemporaneous agreement or understanding pertaining to any such
matter shall be effective.  This Lease may be modified in writing only, signed
by the parties in interest at the time of the modification.  Except as
otherwise stated in this Lease, Lessee hereby acknowledges that neither the
real estate broker listed in paragraph 15 hereof nor any cooperating broker on
this transaction nor the Lessor or any employee 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 the Premises or the Industrial
Center 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.

                                                              Initials: ________





                                      -6-
   7
24.     WAIVERS.  No waiver by Lessor or any provision hereof shall be deemed
a waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision.  Lessor's consent to, or approval of, any act
shall not be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by Lessee.  The acceptance of rent hereunder
by Lessor shall not be a waiver of any preceding breach by Lessee of any
provision hereof, other than the failure of Lessee to pay the particular rent
so accepted, regardless of Lessor's knowledge of such preceding breach at the
time of acceptance of such rent.

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

26.     HOLDING OVER.  If Lessee, with Lessor's consent, remains in possession
of the Premises or any part thereof after the expiration of the term hereof,
such occupancy shall be a tenancy from month to month upon all the provisions
of this Lease pertaining to the obligations of Lessee, but all Options, 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
where the Industrial Center is located and any litigation concerning this Lease
between the parties hereto shall be initiated in the county in which the
Industrial Center is located.

30.     SUBORDINATION.
           
        (a)       This Lease, and any Option granted hereby, 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 Industrial Center
and to any and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof.
Notwithstanding such subordination, Lessee's right to quiet possession of the
Premises shall not be disturbed if Lessee is not in default and so long as
Lessee shall pay the rent and observe and perform all of the provisions of this
Lease, unless this Lease is otherwise terminated pursuant to its terms.  If any
mortgagee, trustee or ground lessor shall elect to have this Lease and any
Options granted hereby prior to the lien of its mortgage, deed of trust or
ground lease, and shall give written notice thereof to Lessee, this Lease and
such Options shall be deemed prior to such mortgage, deed of trust or ground
lease, whether this Lease or such Options are dated prior or subsequent to the
date of said mortgage, deed of trust or ground lease or the date of recording
thereof.

        (b)     Lessee agrees to execute any documents required to effectuate
an attornment, a subordination or to make this Lease or any Option granted
herein 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 ten (10) days
after written demand shall constitute a material default by Lessee hereunder
without further notice to Lessee 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(s) named herein bring
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
Industrial Center as Lessor may deem necessary or desirable.  Lessor may at any
time place on or about the Premises or the Building 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 activities
of Lessor pursuant to this paragraph shall be without abatement of rent, nor
shall Lessor have any liability to Lessee for the same.

33.     AUCTIONS.  Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises or the Common Areas
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 or the
Industrial Center without Lessor's prior written consent.  Under no
circumstances shall Lessee place a sign on any roof of the Industrial Center.

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 or delayed.

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
Industrial Center.

39.      OPTIONS.

         39.1    DEFINITION.  As used in this paragraph the word "Option" 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 space within the Industrial Center or other
property of Lessor or the right of first offer to lease other space within the
Industrial Center or other property of Lessor; (3) the right or option to
purchase the Premises or the Industrial Center, or the right of first refusal
to purchase the Premises or the Industrial Center, or the right of first offer
to purchase the Premises or the Industrial Center, 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
Is personal to the original Lessee and may be exercised only by the original
Lessee while occupying the Premises who does so without the intent of
thereafter assigning this Lease or subletting the Premises or any portion
thereof, and may not be exercised or be assigned, voluntarily or involuntarily,
by or to any person or entity other than Lessee, provided, however, that an
Option may be exercised by or assigned to any Lessee Affiliate as defined in
paragraph 12.2 of this Lease.  The Options, if any, herein granted to Lessee
are not assignable separate and apart from this Lease, nor may any Option be
separated from this Lease in any manner, either by reservation or otherwise.

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

         39.4     EFFECT OF DEFAULT ON OPTIONS.

                  (a)     Lessee shall have no right to exercise an Option,
notwithstanding any provision in the grant of Option to the contrary, (i) during
the time commencing from the date Lessor gives to Lessee a notice of default
pursuant to paragraph 13.1(b) or 13.1(c) and continuing until the noncompliance
alleged in said notice of default is cured, or (ii) during the period of time
commencing on the date after a monetary obligation to Lessor is due from Lessee
and unpaid (without any necessity for notice thereof to Lessee) and 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) or paragraph 13.1(c), whether or not the defaults are cured, during the
12 month period of time immediately prior to the time that Lessee attempts 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 thirty (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
thirty (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 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) Lessor gives to Lessee three or more notices of
default under paragraph 13.1(b), or paragraph 13.1(c), whether or not the
defaults are cured.

40.      SECURITY MEASURES.  Lessee hereby acknowledges that Lessor shall have
no obligation whatsoever to provide guard service or other security measures
for the benefit of the Premises or the Industrial Center.  Lessee assumes all
responsibility for the protection of Lessee, its agents, and invitees and the
property of Lessee and of Lessee's agents and invitees from acts of third
parties.  Nothing herein contained shall prevent Lessor, at Lessor's sole
option, from providing security protection for the Industrial Center or any
part thereof, in which event the cost thereof shall be included within the
definition of Operating Expenses, as set forth in paragraph 4.2(b).



                                                              Initials: ________





                                      -7-
   8
42.      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.

43.      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.

44.      CONFLICT.  Any conflict between the printed provisions of this Lease
and the typewritten or handwritten provisions, if any, shall be controlled by
the typewritten or handwritten provisions.

45.      OFFER.  Preparation of this Lease by Lessor or Lessor's agent and
submission of same to Lessee shall not be deemed an offer to lease.  This
Lesse shall become binding upon Lessor and Lessee only when fully executed by
Lessor and Lessee.

46.      ADDENDUM.  Attached hereto is an addendum or addenda containing
paragraphs 47 through 54 which constitute a part of this Lease.


                          Exhibit "A"   Building Floor Plan

                          Exhibit "B"   Walk Through Inspection Sheet





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.


        THIS LEASE HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY
        FOR 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.



LESSOR                                                  LESSEE


           THE LILY COMPANY, 
  A CALIFORNIA LIMITED PARTNERSHIP
  ----------------------------------         -----------------------------

By    /s/ XXXXXX X. XXXX                   By /s/ XXX XXXXXXXXX 2/21/95
  ----------------------------------         -----------------------------
                                                  Xxx Xxxxxxxxx  

By  Xxxxxx X. Xxxx, General Partner        By /s/ XXXXX XXXXXXXXX 2/21/95
  ----------------------------------         -----------------------------
                                                  Xxxxx Xxxxxxxxx


Executed on                              Executed on
            ------------------------                ----------------------
               (Corporate Seal)                       (Corporate Seal)

      ADDRESS FOR NOTICES AND RENT                    ADDRESS

The Lily Company
------------------------------------     ----------------------------------
000 X. Xxxxxx, Xxx 0
------------------------------------     ----------------------------------
Xxxxxxxxxx, XX 00000 (916) 448-8903
------------------------------------     ----------------------------------

NOTE:    These forms are often modified to meet changing requirements of law
         and needs of the industry.  Always write or call to make sure you are
         utilizing the most current form AMERICAN INDUSTRIAL REAL ESTATE
         ASSOCIATION, 000 Xx Xxxxxxxx Xx., X-0,  Xxx Xxxxxxx, XX 00000 (213)
         687-8777





                                      
   9
               ADDENDUM TO STANDARD INDUSTRIAL LEASE-MULTI-TENANT
                             DATED FEBRUARY 8, 1995
                                 BY AND BETWEEN
          THE LILY COMPANY, A CALIFORNIA LIMITED PARTNERSHIP (LESSOR)
                                      AND
                       XXX XXXXXXXXX AND XXXXX XXXXXXXXX
                       DBA BIKERS OF SACRAMENTO (LESSEE)

47.      RENT SCHEDULE

                          MONTHS        RENT/MONTHLY

                           1-3            Free
                           4-15           $3039.20
                          16-27           $3160.77
                          28-39           $3287.20
                          40-51           $3418.69
                          52-63           $3555.43

         Estimated CAM/Outside Expense: Months 1-12 $300.95 Per Month

48.      OPTION TO EXTEND

         Provided that Lessee is not in default hereunder, either at the time
         of exercise or at the time the extended term commences, Lessee shall
         have the option to extend the initial five (5) year term of this Lease
         for one (1) additional successive period of five (5) years on the same
         terms, covenants and conditions provided herein, except that upon each
         such renewal the monthly rent due hereunder shall be in the amount
         satisfactory to Lessor and Lessee, but not less than or decreased
         below the annual rental reserved for the original term.  Unless a
         fully executed Lease or extension thereof including the rental rate is
         settled and finalized within thirty (30) days from the date written
         notice of intention to exercise is received by the Lessor; the Lease
         option shall terminate and become void and the Lease and all rights
         thereunder on the part of the Lessee shall expire at the end of the
         initial term of the Lease.  Lessee shall exercise this option by
         giving Lessor written notice at least one hundred eighty (180) days,
         but not more than two hundred seventy (270) days prior to the
         expiration of the initial term of this Lease.  In addition, the
         provisions of Article 39 shall apply to this option.

49.      TENANT IMPROVEMENTS

         Lessor to provide a tenant improvement allowance of $18,000.00. Lessor
         and Lessee shall mutually agree upon a licensed/bonded contractor to
         be hired by Lessor to complete the designated tenant improvements.
         Lessor shall maintain control and disburse tenant improvement funds to
         the contractor based on generally accepted practices in the
         construction industry.  Lessee shall pay in advance all cost in excess
         of the $18,000.00 allowance.  Conversely, Lessor shall reduce the rent
         commensurate to the allowance used below $18,000.00. Rent shall be
         adjusted and attached as an addendum to the lease.

                                 *such items as

         The tenant improvement allowance shall be used for* the following
         improvements in order of priority as listed below**:
         -       Repair or replacement of both the four (4) and five (5) ton
                 heating and air conditioning units on the roof and vented to 
                 the front area of the facility.  Lessor to reasonably cooperate
                 in participating with the current SMUD energy rebate program.*
         -       Repair/upgrade to include but not limited to replacing
                 restroom plumbing fixtures, flooring, lighting and hot water 
                 heater.
         -       Provide a commercial grade carpet throughout the front portion
                 of the facility.

                 **to bring the property up to Bikers Dream of Sacramento
                   Standards:


                 *Upon repair or replacement, then Lessor shall be responsible
                  for repair or replacement or the AC compressors.


                                      
   10
         -       Paint both the interior and exterior (white)
         -       Replace any damaged windows or doors.
         -       Repair, replace and provide minor distribution of electrical
                 panels, outlets, switches and light fixtures.
         -       Provide telephone outlets.

50.      HAZARDOUS MATERIALS

         Lessee shall (i) not cause or permit any Hazardous Material to be
         brought upon, kept or used in or about the Premises by Lessee, its
         agents, employees, contractors or invitee, without the prior written
         consent of Lessor (which consent Lessor shall not unreasonably
         withhold as long as Lessee demonstrates to Lessor's reasonable
         satisfaction that such Hazardous Material is necessary or useful to
         Lessee's business and will be used, kept and stored in a manner that
         complies with all laws relating to any such Hazardous Material so
         brought upon or used or kept in or about the Premises). If Lessee
         breaches the obligations stated in the preceding sentence, or if the
         presence of Hazardous Material on the Premises caused or permitted by
         Lessee results in contamination of the Premises by Hazardous Material
         otherwise occurs for which Lessee is legally liable to Lessor for
         damage resulting therefrom, then Lessee shall indemnify, defend and
         hold Lessor harmless from any and all claims, judgments, damages,
         penalties, fines, costs, liabilities or losses (including, without
         limitation, diminution in value of the Premises, damages for the loss
         or restriction on use of rentable or usable space or to any amenity of
         the Premises, damages arising from any adverse impact on marketing of
         the Premises, and sums paid in settlement of claims, attorneys' fees,
         consultant fees and expert fees) which arise during or after the lease
         term as a result of such contamination.  The indemnification set forth
         herein shall run to the benefit of any bank or other lender to which
         Lessor or Lessor's successors and assign may grant a security interest
         in the Property and or the Premises.  This indemnification of Lessor
         by Lessee includes, without limitation, costs incurred in connection
         with any investigation of site conditions or any cleanup, remedial,
         removal or restoration work required by any federal, state or local
         governmental agency or political subdivision because of Hazardous
         Material present in the soil or ground water on or under the Premises.
         Without limiting the foregoing, if the presence of any Hazardous
         Material on the Premises caused or permitted by Lessee results in any
         contamination of the Premises, Lessee shall promptly take all actions
         at its sole expense as are necessary to return the Premises to the
         condition existing prior to the introduction of any such Hazardous
         Material to the Premises; provided that Lessor's approval of such
         actions shall first be obtained, which approval shall not be
         unreasonably withheld so long as such actions would not potentially
         have any material adverse long-term or short-term effect on the
         Premises.

         As used herein, the term "Hazardous Material" means any hazardous or
         toxic substance, material or waste which is potentially injurious to
         the public health safety or welfare or becomes regulated by any local
         governmental authority, the State of California or the United States
         Government.

51.      HAZARDOUS MATERIAL CONDITIONS.

         In addition to Sections 9.1, 9.2, 9.3, 9.4, 9.5, 9.6 & 9.7, if a
         Hazardous Material Condition occurs, unless Lessee is legally
         responsible therefor (in which case Lessee shall make the
         investigation and remediation thereof required by Applicable Law and
         this Lease shall continue in full force and effect, but subject to
         Lessor's rights under Paragraph 13).  Lessor may at Lessor's option
         either (i) investigate and remediate such Hazardous Material
         Condition, if required, as soon as reasonably possible at Lessor's
         expense, in which event this Lease shall continue in full force and
         effect, or





                                      
   11
         (ii) if the estimated cost to investigate and remediate such condition
         exceeds twelve (12) times the then monthly Base Rent or $100,000,
         whichever is greater, give written notice to Lessee within thirty (30)
         days after receipt by Lessor of knowledge of the occurrence of such
         Hazardous Material Condition of Lessor's desire to terminate this
         Lease as of the date sixty (60) days following the giving of such
         notice.  In the event Lessor elects to give such notice of Lessor's
         intention to 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 commitment to pay for the investigation and
         remediation of such Hazardous Material Condition totally at Lessee's
         expense and without reimbursement from Lessor except to the extent of
         an amount equal to twelve (12) times the then monthly Base Rent or
         $100,000, whichever is greater.  Lessee shall provide Lessor with the
         funds required of Lessee or satisfactory assurance thereof within
         thirty (30) days following Lessee's said commitment.  In such event
         this Lease shall continue in full force and effect, and Lessor shall
         proceed to make such investigation and remediation as soon as
         reasonably possible and the required funds are available.  If Lessee
         does not give such notice and provide the required funds or assurance
         thereof within the times specified above, this Lease shall terminate
         as of the date specified in Lessor's notice of termination.  If a
         Hazardous Material Condition occurs for which Lessee is not legally
         responsible, there shall be abatement of Lessee's obligations under
         this Lease to the same extent as provided in Paragraph 9.5(a) for a
         period of not to exceed twelve months.

52.      COMMON AREA EXPENSES (OPERATING EXPENSES)

         Lessee shall pay a prorata share of Outside Expenses.  Outside
         Expenses are defined as reasonable management fees (management fees
         shall be equal to four (4%) percent of the gross scheduled rent) and
         the cost of labor, materials, supplies and services used or consumed
         in operating, maintaining and repairing landscaping and sprinkler
         systems, maintaining and repairing concrete walkways, driveways, paved
         parking areas, and parking bumpers, maintaining and repairing site
         lighting.  Operating and outside expenses shall not increase more than
         five (5%) percent of the estimated base cost.  In addition, the
         provisions of Section 4.2 shall apply to this provision.

53.      CONDITION OF PREMISES

         Lessee expressly understands and acknowledges that there may be damage,
         inoperable conditions and needed repairs or replacement to all the
         heating and air conditioning systems electrical wire distribution,
         light fixtures/switches, electrical outlets, windows, doors,
         interior/exterior walls, roll-up doors and ceiling.  Lessor will not
         warrant or be responsible for repairs or replacement regarding the
         above referenced building conditions.  Lessee, at Lessee's choice and
         expense, may repair, replace or maintain the 3.5 ton heating and air
         conditioning unit located in the mezzanine office area.

         LESSOR:  THE LILY COMPANY, A CALIFORNIA LIMITED PARTNERSHIP

                 By: /s/ XXXXXX X. XXXX                     Date: 3-1-95
                    -------------------------------               -------
                    Xxxxxx X. Xxxx, General Partner


         LESSEE:   /s/ XXX XXXXXXXXX                        Date: 2-21-95
                   --------------------------------               -------
                   Xxx Xxxxxxxxx


                   /s/ XXXXX XXXXXXXXX                      Date: 2-21-98
                   --------------------------------               -------
                   Xxxxx Xxxxxxxxx




54.      This Lease shall be subject to the Funding of an SBA (7A) Business
         Loan to Lessee on/or before commencement date.

                                   
   12
                                  EXHIBIT "A"

SITE MAP                                                         XXXXX BUILDING


                                    I STREET
                                    PARKING

                                 1715 I STREET
                                   AVAILABLE

                             MEZZANINE (2ND LEVEL)

                                 0000 X XXXXXX
                                     LEASED

                                     LEASED

                                     ALLEY

                                  00XX XXXXXX

                17'   79'   76'4"   115'   40'   4'   160'   5'

                             BUILDING = 19,540 S/F
                             LOT = 25,600 S/F
                             SETBACKS = N 5'
                                        W 4'
   13

XXXXXX X. XXXXXX REAL ESTATE

                   SALE/LEASE AMERICANS WITH DISABILITIES ACT
                      AND HAZARDOUS MATERIALS DISCLOSURES

The United States Congress has recently enacted the Americans With Disabilities
Act.  Among other things, this act is intended to make many business
establishments equally accessible to persons with a variety of disabilities;
modifications to real property may be required.  State and local laws also may
mandate changes.  The real estate brokers in this transaction are not qualified
to advise you as to what, if any, changes may be required, now or in the
future.  Owner and tenants should consult the attorneys and qualified design
professionals of their choice for information regarding these matters.  Real
estate brokers cannot determine which attorneys or design professionals have
the appropriate expertise in this area.

Various construction material may contain items that have been or may be in the
future be determined to be hazardous (toxic) or undesirable and may need to be
specifically treated/handled or removed.  For example, some transformers and
other electrical components contain PCB's, and asbestos has been used in
components such as fire proofing, heating and cooling systems, air duct
insulation, spray-on and tile acoustical materials, linoleum, floor tiles,
roofing, dry wall and plaster.  Due to prior or current uses of the Property or
the area, the Property may have hazardous or undesirable metals, minerals,
chemicals, hydrocarbons, or biological or radioactive items (including electric
and magnetic fields) in soils, water, building components, above or
below-ground containers or elsewhere in areas that may or may not be accessible
or noticeable.  Such items may leak or otherwise be released.  Real estate
agents/brokers have no expertise in the detection or correction of hazardous or
undesirable items.  Expert inspections are necessary.  Current or future laws
may require clean up by past, present and/or future owner and/or operators.  It
is the responsibility of the Seller/Lessor and Buyer/Tenant to retain qualified
experts to detect and correct such matters and to consult with legal counsel of
their choice to determine what provisions, if any, they may wish to include in
transaction documents regarding the Property.

To the best of Seller/Lessor's knowledge, Seller/Lessor has attached to this
Disclosure copies of all existing surveys and reports known to Seller/Lessor
regarding asbestos and other hazardous materials and undesirable substances
related to the Property.  Sellers/Leanors are required under California Health
and Safety Code Section 25915 et seq. to disclose reports and surveys regarding
asbestos to certain persons, including their employees, contractors, co-owners,
purchasers and tenants.  Buyers/Tenants have similar disclosure obligations.
Seller/Lessors and Buyers/Tenants have additional hazardous materials
disclosure responsibilities to each other under California Health and Safety
Code Section 25359.7 and other California laws.  Consult your attorney
regarding this matter.

SELLERS/LESSORS                                 BUYERS/TENANTS

/s/ XXXXXX X. XXXX                              /s/ XXXXX XXXXXXXXX
-------------------                             --------------------
                                                    Xxxxx Xxxxxxxxx
-------------------                             --------------------
Date:  2-21-95                                  Date:  2-21-95
       ------------                                    -------------
   14
                            SECOND ADDENDUM TO LEASE

THIS ADDENDUM is made on April 1, 1995 to the Lease dated February 8, 1995,
("Lease") between THE LILY COMPANY, a California Limited Partnership, as Lessor
and XXX XXXXXXXXX and XXXXX XXXXXXXXX, dba Bikers Dream of Sacramento, as
Lessee as follows:

1.       SBA Funding.  Lessor and Lessee agree to extend Item 54 of Lease to
         April 28, 1995.

2.       Rent/Security Deposit.  Lessee shall pay to Lessor $3039.20 as base
         rent for the first month of the rent commencement date.  Rent for any
         period less than one month shall be a pro rata portion of base rent.
         Also, Lessee shall deposit with Lessor security in the amount of
         $3552.10.

3.       Commencement.  Lease commencement shall begin upon written
         notification rescinding Item 1 of this addendum, by Lessee, on or
         before April 28, 1995, or the Lease becomes null and void and all
         advance rents and security deposit become non refundable to Lessee.

4.       In all other respects, this Lease is unmodified and remains in full
         force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this addendum to Lease as
of the date first written above.

LESSOR: THE LILY COMPANY a California Limited Partnership

         By: /s/ XXXXXX X. XXXX
           -----------------------
                 Xxxxxx X. Xxxx
  
LESSEE:  /s/  XXX XXXXXXXXX
         -------------------------
              Xxx Xxxxxxxxx

        /s/  XXXXX XXXXXXXXX
        --------------------------
             Xxxxx Xxxxxxxxx