PARK ELECTROCHEMICAL CORP
EXHIBIT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex1002.txt
<DESCRIPTION>EXHIBIT
<TEXT>
EXHIBIT 10.02
             STANDARD INDUSTRIAL LEASE - GROSS

        AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


1.    Parties.   This  Lease, dated, for reference  purposes
only,  December 12, 1989, is made by and between James  Emmi
(herein  called  "Lessor") and Nelco Products  Inc.  (herein
called "Lessee").

2.    Premises.  Lessor hereby leases to Lessee  and  Lessee
leases from Lessor for the term, at the rental, and upon all
of  the  conditions  set  forth herein,  that  certain  real
property  situated  in  the  County  of  Orange,  State   of
California,  commonly  known as 1107 East  Kimberly  Avenue,
Anaheim,  CA  92801  and described as  approximately  13,200
square  foot  industrial  building on  approximately  30,000
square  fee of land.  Said real property including the  land
and   all   improvements  therein,  is  herein  called   the
"Premises".

3.   Term.

      3.1   Term.  The term of this Lease shall  be  for  60
months  commencing on June 21, 1990 and ending on  June  20,
1995  unless  sooner terminated pursuant  to  any  provision
hereof.

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

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

4.    Rent.   Lessee  shall pay to Lessor as  rent  for  the
Premises, monthly payments of $5600.00, in advance,  on  the
21 day of each month of the term hereof, as rent for monthly
rental  rate  shall  increase  or  decrease  as  per  C.P.I.
adjustment as defined in addendum (A-1) as well as  tax  and
insurance adjustments.

Rent for any period during the term hereof which is for less
than  one  month shall be a pro rata portion of the  monthly
installment.  Rent shall be payable in lawful money  of  the
United States to Lessor at the address stated herein  or  to
such  other  person or at such other places  as  Lessor  may
designate in writing.

5.    Security  Deposit.  Lessee shall deposit  with  Lessor
upon  execution  hereof  $  N/A  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  of  any
portion  of said deposit, Lessee shall within ten (10)  days
after written demand therefor deposit cash with Lessor in an
amount sufficient to restore said deposit to the full amount
hereinabove stated and Lessee's failure to do so shall be  a
material  breach of this Lease.  If the monthly rent  shall,
from  time to time, increase during the term of this  Lease,
Lessee   shall  thereupon  deposit  with  Lessor  additional
security deposit so that the amount of security deposit held
by  Lessor  shall at all times bear the same  proportion  to
current rent as the original security deposit bears  to  the
original  monthly  rent  set forth in  paragraph  4  hereof.
Lessor  shall not be required to keep said deposit  separate
from  its  general  accounts.  If  Lessee  performs  all  of
Lessee's  obligations hereunder, said deposit,  or  so  much
thereof as has not theretofore been applied by Lessor  shall
be  returned, without payment of interest or other increment
for  its use, to Lessee (or, at Lessor's option, to the last
assignee,  if  any, of Lessee's interest hereunder)  at  the
expiration of the term hereof, and after Lessee has  vacated
the  Premises.   No  trust relationship  is  created  herein
between  Lessor  and Lessee with respect  to  said  Security
Deposit.

6.   Use.

     6.1  Use.  The Premises shall be used and occupied only
for  manufacturing, warehousing and related services or  any
other  use which is reasonably comparable and for  no  other
purpose.

     6.2  Compliance with Law.

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

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

     6.3  Condition of Premises.

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

         (b)   Except  as otherwise provided in this  Lease,
Lessee  hereby  accepts  the  Premises  in  their  condition
existing as of the Lease commencement date or the date  that
Lessee  takes  possession  of  the  Premises,  whichever  is
earlier, subject to all applicable zoning, municipal, county
and  state  laws, ordinances and regulations  governing  and
regulating  the  use of the Premises, and any  covenants  or
restrictions  of  record,  and accepts  this  Lease  subject
thereto  and  to all matters disclosed thereby  and  by  any
exhibits attached hereto.  Lessee acknowledges that  neither
Lessor  nor  Lessor's agent has made any  representation  or
warranty  as  to  the present or future suitability  of  the
Premises for the conduct of Lessee's business.

7.   Maintenance, Repairs and Alterations.

       7.1       Lessor's  Obligations.   Subject   to   the
provisions of Paragraphs 6, 7.2 and 9 and except for  damage
caused  by  any negligent or intentional act or omission  of
Lessee,  Lessee's  agents, employees, or invitees  in  which
event  Lessee shall repair the damage, Lessor,  at  Lessor's
expense, shall keep in good order, condition and repair  the
foundations,  exterior walls and the exterior  roof  of  the
Premises.  Lessor shall not, however, be obligated to  paint
such exterior, nor shall Lessor be required to maintain  the
interior surface of exterior walls, windows, doors or  plate
glass.   Lessor  shall have no obligation  to  make  repairs
under  this  Paragraph  7.1 until a  reasonable  time  after
receipt  of  written notice of the need  for  such  repairs,
Lessee  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.

     7.2     Lessee's Obligations.

         (a)  Subject to the provisions of Paragraph 6,  7.1
and  9,  Lessee,  at Lessee's expense, shall  keep  in  good
order,  condition  and repair the Premises  and  every  part
thereof  (whether or not the damaged portion of the Premises
or the means of repairing the same are reasonably or readily
accessible  to  Lessee)  including,  without  limiting   the
generality  of  the  foregoing, all plumbing,  heating,  air
conditioning,  (Lessee  shall  procure  and   maintain,   at
Lessee's  expense,  an air conditioning  system  maintenance
contract)  ventilating, electrical and  lighting  facilities
and  equipment within the Premises, fixtures, interior walls
and  interior surface of exterior walls, ceilings,  windows,
doors,  plate  glass,  and  skylights,  located  within  the
Premises,  and  all  landscaping, driveways,  parking  lots,
fences  and signs located in the Premises and all  sidewalks
and parkways adjacent to the Premises.

        (b)  If Lessee fails to perform Lessee's obligations
under  this  Paragraph 7.2 or under any other  paragraph  of
this  Lease,  Lessor may at Lessor's option enter  upon  the
Premises  after  10  days' prior written  notice  to  Lessee
(except  in the case of emergency, in which case  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 rental installment.

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

     7.3     Alterations and Additions.

         (a)   Lessee  shall  not,  without  Lessor's  prior
written   consent   make   any  alterations,   improvements,
additions,  or  Utility Installations in, on  or  about  the
Premises, except for nonstructural alterations not exceeding
$2,500  in  cumulative costs during the term of this  Lease.
In  any  event,  whether  or not  in  excess  of  $2,500  in
cumulative  cost, Lessee shall make no change or  alteration
to  the  exterior  of the Premises nor the exterior  of  the
building(s)  on the Premises without Lessor's prior  written
consent.   As  used in this Paragraph 7.3 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 expiration of the term, and restore the
Premises  to  their  prior condition.   Lessor  may  require
Lessee to provide Lessor, at Lessee's sole cost and expense,
a lien and completion bond in an amount equal to one and one-
half  times  the  estimated cost of  such  improvements,  to
insure  Lessor  against  any liability  for  mechanic's  and
materialmen's liens and to insure completion  of  the  work.
Should  Lessee make any alterations, improvements, additions
or  Utility  Installations without  the  prior  approval  of
Lessor, Lessor may require that Lessee remove any or all  of
the same.

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

        (c)  (#1) Lessee shall pay, when due, all claims for
labor  or  materials  furnished  or  alleged  to  have  been
furnished  to  or for Lessee at or for use in the  Premises,
which  claims  are  or may be secured by any  mechanics'  or
materialmen's  lien  against the Premises  or  any  interest
therein.   Lessee shall give Lessor not less than  ten  (10)
days  notice  prior to the commencement of any work  in  the
Premises, and Lessor shall have the right to post notices of
non-responsibility in or on the Premises as provided by law.
If  Lessee shall, in good faith, contest the validity of any
such  lien, claim or demand, then Lessee shall, at its  sole
expense defend itself and Lessor against the same and  shall
pay  and  satisfy  any  such adverse judgment  that  may  be
rendered thereon before the enforcement thereof against  the
Lessor  or  the Premises, upon the condition that if  Lessor
shall require, Lessee shall furnish to Lessor a surety  bond
satisfactory to Lessor in an amount equal to such  contested
lien  claim or demand indemnifying Lessor against  liability
for  the same and holding the Premises free from the  effect
of  such  lien  or claim.  In addition, Lessor  may  require
Lessee   to  pay  Lessor's  attorneys  fees  and  costs   in
participating in such action if Lessor shall decide it is to
its best interest to do so.

         (d)  (#2) Unless Lessor requires their removal,  as
set    forth   in   Paragraph   7.3(a),   all   alterations,
improvements,  additions and Utility Installations  (whether
or  not such Utility Installations constitute trade fixtures
of  Lessee), which may be made on the Premises, shall become
the  property  of Lessor and remain upon and be  surrendered
with   the   Premises  at  the  expiration  of   the   term.
Notwithstanding  the  provisions of this  Paragraph  7.3(d),
Lessee's  machinery and equipment, other than that which  is
affixed to the Premises so that it cannot be removed without
material  damage to the Premises, shall remain the  property
of  Lessee  and  may  be removed by Lessee  subject  to  the
provisions of Paragraph 7.2(c).




8.   Insurance; Indemnity.

     8.1     Liability Insurance - Lessee.  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 all other areas
appurtenant thereto.  Such insurance shall be in  an  amount
not  less  than $500,000 per occurrence.  The  policy  shall
insure performance by Lessee of the indemnity provisions  of
this  Paragraph 8.  The limits of said insurance shall  not,
however, limit the liability of Lessee hereunder.

      8.2      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 Premises and all areas  appurtenant
thereto in an amount not less than $500,000 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
Premises,  but  not Lessee's 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)  but not plate glass insurance.  In addition,  the
Lessor  shall obtain and keep in force, during the  term  of
this  Lease, a policy or rental value insurance  covering  a
period  of  one  year, with loss payable  to  Lessor,  which
insurance  shall  also  cover  all  real  estate  taxes  and
insurance costs for said period.

     8.4     Payment of Premium Increase.

         (a)   Lessee shall pay to Lessor, during  the  term
hereof,  in addition to the rent, 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 previously occupied,  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:  $2227.00.  In no event, however,  shall  Lessee  be
responsible for any portion of the premium cost attributable
to  liability  insurance coverage in  excess  of  $1,000,000
procured under paragraph 8.2.

         (b) 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.


         (c)  If the Premises are part of a larger building,
then Lessee shall not be responsible for paying any increase
in  the  property insurance premium caused by  the  acts  or
omissions  of any other tenant of the building of which  the
Premises are a part.

       8.5.      Insurance  Policies.   Insurance   required
hereunder   shall  be  in  companies  holding   a   "General
Policyholders  Rating" of at least B  plus,  or  such  other
rating  as may be required by a lender having a lien on  the
Premises, as set forth in the most current issue of  "Best's
Insurance Guide".  Lessee shall deliver to Lessor copies  of
policies of liability insurance required under Paragraph 8.1
or certificates evidencing the existence and amounts of such
insurance.  No such policy shall be cancelable or subject to
reduction  of  coverage or other modification  except  after
thirty  (30)  days prior written notice to  Lessor.   Lessee
shall, at least thirty (30) days prior to the expiration  of
such  policies,  furnish Lessor with renewals  or  "binders"
thereof,  or Lessor may order such insurance and charge  the
cost  thereof  to Lessee, which amount shall be  payable  by
Lessee  upon  demand.  Lessee shall not do or permit  to  be
done  anything which shall invalidate the insurance policies
referred to in Paragraph 8.3.

9.   Damage or Destruction.

     9.1     Definitions.

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

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

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

      9.2     Partial Damage - Insured Loss.  Subject to the
provisions  of paragraph 9.4, 9.5 and 9.6, 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
Premises Partial Damage or Premises Building Partial Damage,
then  Lessor  shall,  at  Lessor's sole  cost,  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.

      9.3     (#3) Partial Damage - Uninsured Loss.  Subject
to  the provisions of Paragraphs 9.4, 9.5 and 9.6, 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  Premises  Partial  Damage  or   Premises
Building  Partial Damage, unless caused by  a  negligent  or
willful act of Lessee (in which event Lessee shall make  the
repairs at Lessee's expense), Lessor may at  Lessor's option
either (i) repair such damage as soon as reasonably possible
at  Lessor's  expense,  in  which  event  this  Lease  shall
continue  in  full  force and effect, or (ii)  give  written
notice  to Lessee within thirty (30) days after the date  of
the  occurrence  of  such damage of  Lessor's  intention  to
cancel  and  terminate this 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.

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

     9.5     Damage Near End of Term.

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

        (b)  Notwithstanding paragraph 9.59(a), in the event
that Lessee has an option to extend or renew this Lease, and
the  time within which said option may be exercised has  not
yet expired, Lessee shall exercise such option, if it is  to
be  exercised  at  all,  no later than  20  days  after  the
occurrence   of   an   Insured  Loss  falling   within   the
classification  of Premises Partial Damage during  the  last
six  months  of  the  term of this Lease.   If  Lessee  duly
exercises  such  option during said 20  day  period,  Lessor
shall,  at Lessor's expense, repair such damage as  soon  as
reasonably  possible and this Lease shall continue  in  full
force  and effect.  If Lessee fails to exercise such  option
during  said  20  day period, then Lessor  may  at  Lessor's
option  terminate and cancel this Lease as of the expiration
of  said 20 day period by giving written notice to Lessee of
Lessor's  election  to  do  so  within  10  days  after  the
expiration of said 20 day period, notwithstanding  any  term
or provision in the grant of option to the contrary.

     9.6     Abatement of Rent; Lessee's Remedies.

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

         (b)  (#4) If Lessor shall be obligated to repair or
restore  the Premises under the provisions of this Paragraph
9  and  shall not commence such repair or restoration within
90  days after such obligations shall accrue, Lessee may  at
Lessee's  option cancel and terminate this Lease  by  giving
Lessor  written notice of Lessee's election to do so at  any
time   prior   to  the  commencement  of  such   repair   or
restoration.  In such event this Lease shall terminate as of
the date of such notice.

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


     9.8     Waiver.  Lessor and Lessee waive the provisions
of  any statutes which relate to termination of 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 Premises; provided, however, that Lessee shall  pay,
in  addition  to  rent, the amount, if any,  by  which  real
property taxes applicable to the Premises increase over  the
fiscal  real estate tax year 1990-1991.  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.   Notwithstanding
paragraph  10.1  hereof, Lessee shall  pay  to  Lessor  upon
demand  therefor  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
Premises  by  any  authority having the direct  or  indirect
power   to  tax,  including  any  city,  state  or   federal
government,  or  any school, agricultural,  sanitary,  fire,
street,  drainage or other improvement district thereof,  as
against  any  legal or equitable interest of Lessor  in  the
Premises or in the real property of which the Premises are a
part,  as  against Lessor's right to rent  or  other  income
therefrom,  and as against Lessor's business of leasing  the
Premises.   The term "real property tax" shall also  include
any  tax, fee levy, assessment or charge (i) in substitution
of,  partially or totally, any tax, fee levy, assessment  or
charge  hereinabove included within the definition of  "real
property  tax," or (ii) the nature of which was hereinbefore
included  within the definition of "real property  tax",  or
(iii)  which  is imposed for a service or right not  charged
prior  to June 1, 1978, or, if previously charged, has  been
increased since June 1, 1978, or (iv) which is imposed as  a
result  of a transfer, either partial or total, of  Lessor's
interest  in  the Premises or which is added  to  a  tax  or
charge  hereinbefore included within the definition of  real
property  tax  by reason of such transfer, or (v)  which  is
imposed by reason of this transaction, any modifications  or
changes hereto, or any transfers hereof.

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

     10.5    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
Lessor the taxes attributable to Lessee within 10 days after
receipt  of  a  written statement setting  forth  the  taxes
applicable to Lessee's property.

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

12.  Assignment and Subletting.

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

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

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

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

13.  Defaults; Remedies.

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

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

         (b)  (#5) The failure by Lessee to make any payment
of  rent or any other payment required to be made by  Lessee
hereunder,  as  and  when  due,  where  such  failure  shall
continue  for  a  period of three days after written  notice
thereof  from  Lessor to Lessee.  In the event  that  Lessor
serves Lessee with a Notice to Pay Rent or Quit pursuant  to
applicable Unlawful Detainer statues such Notice to Pay Rent
or  Quit  shall also constitute the notice required by  this
subparagraph.

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

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

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

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

         (a)  Terminate Lessee's right to possession of  the
Premises by any lawful means, in which case this Lease shall
terminate  and Lessee shall immediately surrender possession
of  the  Premises to Lessor.  In such event Lessor shall  be
entitled  to  recover  from Lessee all damages  incurred  by
Lessor  by  reason  of Lessee's default including,  but  not
limited  to,  the  cost  of  recovering  possession  of  the
Premises;   expenses   of  reletting,  including   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.

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

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

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

      13.4   Late  Charges.  (#6) Lessee hereby acknowledges
that late payment by Lessee to Lessor of rent and other sums
due   hereunder  will  cause  Lessor  to  incur  costs   not
contemplated by this Lease, the exact amount of  which  will
be  extremely  difficult to ascertain.  Such costs  include,
but  are  not limited to, processing and accounting charges,
and late charges which may be imposed on Lessor by the terms
of  any  mortgage  or  trust  deed  covering  the  Premises.
Accordingly, if any installment of rent or any other sum due
from  Lessee  shall  not be received by Lessor  or  Lessor's
designee  within  ten (10) days after such amount  shall  be
due,  then,  without any requirement for notice  to  Lessee,
Lessee shall pay to Lessor a late charge equal to 6% of such
overdue  amount.  The parties hereby agree  that  such  late
charge  represents  a fair and reasonable  estimate  of  the
costs Lessor will incur by reason of late payment by Lessee.
Acceptance or such late charge by Lessor shall in  no  event
constitute a waiver of Lessee's default with respect to such
overdue  amount, nor prevent Lessor from exercising  any  of
the  other  rights and remedies granted hereunder.   In  the
event  that  a late charge is payable hereunder, whether  or
not  collected,  for three (3) consecutive  installments  of
rent,  then rent shall automatically become due and  payable
quarterly  in  advance, rather than monthly, notwithstanding
paragraph  4  or any other provision of this  Lease  to  the
contrary.

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

14.   Condemnation.   (#7) If the Premises  or  any  portion
thereof  are  taken  under the power of eminent  domain,  or
sold under the threat of the exercise of said power (all  of
which  are  herein called "condemnation"), this Lease  shall
terminate  as  to  the part so taken  as  of  the  date  the
condemning  authority  takes title or possession,  whichever
first  occurs.  If more than 10% of the floor  area  of  the
building on the Premises, or more than 25% of the land  area
of  the  Premises which is not occupied by any building,  is
taken by condemnation, Lessee may, at Lessee's option, to be
exercised in writing only within ten 910) 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 building taken  bears
to  the  total floor area of the building situation  on  the
Premises. (#8) Any award for the taking of all or  any  part
of  the  Premises under the power of eminent domain  or  any
payment made under the threat of the exercise of such  power
shall be the property of Lessor, whether such award shall be
made  as  compensation  for  diminution  in  value  of   the
leasehold  or  for the taking of the fee,  or  as  severance
damages; provided, however, that Lessee shall be entitled to
any  award for loss of or damage to Lessee's trade  fixtures
and  removable  personal property.  In the event  that  this
Lease  is  not  terminated by reason of  such  condemnation,
Lessor shall to the extent of severance damages received  by
Lessor  in  connection  with such condemnation,  repair  any
damage to the Premises caused by such condemnation except to
the  extent that Lessee has been reimbursed therefor by  the
condemning authority.  Lessee shall pay any amount in excess
of such severance damages required to complete such repair.

15.  Broker's Fee.

         (a)   Upon execution of this Lease by both parties,
Lessor  shall  pay to N/A 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
$____, for brokerage services rendered by said broker(s)  to
Lessor in this transaction.

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

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

16.  Estoppel Certificate.

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

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

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

17.   Lessor's  Liability. (#9) The term  "Lessor"  as  used
herein  shall mean only the owner or owners at the  time  in
question of the fee title or a lessee's interest in a ground
lease  of the Premises, and except as expressly provided  in
Paragraph 15, in the event of any transfer of such title  or
interest.   Lessor  herein  named  (and  in  cases  of   any
subsequent  transfers then the grantor)  shall  be  relieved
from and after the date of such transfer of all liability as
respects  Lessor's obligations thereafter to  be  performed,
provided  that any funds in the hands of Lessor or the  then
grantor at the time of such transfer, in which Lessee has an
interest,   shall   be  delivered  to  the   grantee.    The
obligations  contained  in this Lease  to  be  performed  by
Lessor  shall, subject as aforesaid, be binding on  Lessor's
successors and assigns, only during their respective periods
of ownership.

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

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

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

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

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

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

24.   Waivers.  No waiver by Lessor or any 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.   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 and rights of first refusal, if  any
granted  under  the  terms of this  Lease  shall  be  deemed
terminated and be of no further effect during said month  to
month tenancy.

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

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

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

30.  Subordination. (#10)
         (a)   This  Lease,  at Lessor's  option,  shall  be
subordinate to any ground lease, mortgage, deed of trust, or
any  other hypothecation or security now or hereafter placed
upon the real property of which the Premises are a part  and
to  any and all advances made on the security thereof and to
all  renewals,  modifications, consolidations,  replacements
and extensions thereof.  Notwithstanding such subordination,
Lessee's right to quiet possession of the Premises shall not
be  disturbed  if Lessee is not in default and  so  long  as
Lessee shall pay the rent and observe and perform all of the
provisions  of  this Lease, unless this Lease  is  otherwise
terminated pursuant to its terms.  If any mortgages, trustee
or ground lessor shall elect to have this Lease prior to the
lien  of  its mortgage, deed of trust or ground  lease,  and
shall  given  written notice thereof to Lessee,  this  Lease
shall  be  deemed prior to such mortgage, deed of trust,  or
ground   lease,  whether  this  Lease  is  dated  prior   or
subsequent  to the date of said mortgage, deed of  trust  or
ground lease or the date of recording thereof.

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

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

32.   Lessor's  Access.  (#11) Lessor  and  Lessor's  agents
shall  have  the right to enter the Premises  at  reasonable
times  for  the purpose of inspecting the same, showing  the
same  to  prospective purchasers, lenders, or  lessees,  and
making  such alterations, repairs, improvements or additions
to  the Premises or to the building of which they are a part
as  Lessor may deem necessary or desirable.  Lessor  may  at
any  time  place on or about the Premises and ordinary  "For
Sale"  signs and Lessor may at any time during the last  120
days  of the term hereof place on or about the Premises  any
ordinary  "For Lease" signs, all without rebate of  rent  or
liability to Lessee.

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

34.   Signs.  (#12)  Lessee shall not pace any sign upon the
Premises without Lessor's prior written consent except  that
Lessee shall have the right, without the prior permission of
Lessor to place ordinary and usual for rent or sublet  signs
thereon.

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

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

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

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

39.  Options.

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

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

     39.3    Multiple Options.  In the event that Lessee has
any  multiple options to extend or renew this Lease a  later
option cannot be exercised unless the prior option to extend
or renew 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
default alleged in said notice of default is cured, or  (ii)
during  the  period of time commencing on the  day  after  a
monetary obligation to Lessor is due from Lessee and  unpaid
(without  any  necessity  for  notice  thereof  to   Lessee)
continuing  until the obligation is paid, or  (iii)  at  any
time  after  an  event  of default described  in  paragraphs
13.1(a),  13.1(d),  or  13.1(e) (without  any  necessity  of
Lessor to give notice of such default to Lessee), or (iv) in
the  event  that Lessor has given to Lessee  three  or  more
notices  of  default under paragraph 13.1(b), where  a  late
charge becomes payable under paragraph 13.4 for each of such
defaults, or paragraph 13.1(c), whether or not the  defaults
are cured, during the 12 month period prior to the time that
Lessee intends to exercise the subject option.

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

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

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

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


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

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

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

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

46.   Addendum.  Attached hereto is an addendum  or  addenda
containing  paragraphs A-1 through A-3 which  constitutes  a
part of this Lease.


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

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

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

Executed at 1411 E. Orangethorpe Ave., Fullerton, CA  92631,
by Ron Hart - President, Nelco Products, Inc.

Address  1009 Dolphin Terrace, Corona del Mar, CA 92625,  by
James Emmi - Owner







                   Modification To Lease

       Building Lease between James Emmi, Lessor and
           Nelco, Lessee Dated December 12, 1989

            1100 E. Kimberly Avenue, Anaheim, CA


#1 - 7.3 (c) Last sentence to read:

     In  addition, Lessor may require Lessee to pay Lessor's
     reasonable  attorneys fees and costs  in  participating
     in  such  action if Lessor shall decide it  is  to  Its
     best interest to do so.

#2 - 7.3 (d) Last sentence to read:

     Notwithstanding  the  provisions  of   this   Paragraph
     7.3(d),  Lessee's  machinery and  equipment,  including
     that which is affixed to the Premises shall remain  the
     property  of  Lessee  and  may  be  removed  by  Lessee
     subject to the provisions of Paragraph 7.2(c).

#3 - 9.3 First sentence to read:

     Subject  to the provisions of Paragraphs 9.4. 9.5,  and
     9.6,  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 Premises  Partial
     Damage  or  Premises  Building Partial  Damage,  unless
     caused by negligent or willful act of Lessee (in  which
     event  Lessee shall make the repair at Lessee's expense
     to  the extent caused by the negligence or willful  act
     of Lessee......

#4 - 9.6 M First sentence to read:

     If  Lessor shall be obligated to repair or restore  the
     Premises under the provisions of this Paragraph  9  and
     shall  not  complete such repairs  within  90  days  of
     written  notice  of  such occurrence  of  damage,  then
     Lessee  may  terminate or cancel this lease by  written
     notice to Lessor.

#5 - 13.1 (b) First sentence to read:

     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 business  days  after
     written notice thereof from Lessor to Lessee.

#6 - 13.4 Add to end of paragraph:

     To  the extent Lesser is entitled to any other recovery
     for  damages,  and  late  coverage  payment  which  has
     already been made shall be
     credited against the amount of such damages.

#7 - 14 Second sentence to read:

     Any   of  the  floor  area  of  the  building  on   the
     Premises.....

#8 - 14 Delete the sentence:

     Delete:   No reduction of rent shall occur if the  only
     area  taken  is  that which does not  have  a  building
     located thereon.

#9 - 17 Add to end of first sentence:
     shall  be  delivered  to grantee conditioned  upon  the
     acceptance  of  the  new  owners  of  the   terms   and
     provisions of this lease.

#10 -   30 Change second sentence to read:

     Notwithstanding such subordination, Lessee's  right  to
     quiet   possession  of  the  Premises  shall   not   be
     disturbed if Lessee is not in material default so  long
     as  Lessee  shall  pay the rent and be  in  substantial
     compliance with all provisions of this Lease.......

#11 -   32 Add to first sentence:

     Lessor  and  Lessor's agents shall have  the  right  to
     enter  the Premises at reasonable times after providing
     Lessee  with  24 hour prior notice for the  purpose  of
     inspecting the same, showing .....

#12 -   34 Add the sentence:

     All  signs  currently  in  place  are  deemed  to  have
     Lessor's prior consent.



                            Ron Hart - Nelco Products, Inc.



                            James Emmi - Owner












































                        ADDENDUM TO
         BUILDING LEASE BETWEEN JAMES EMMI, LESSOR
          AND NELCO LESSEE DATED DECEMBER 12, 1989
            1100 E. KIMBERLY AVENUE, ANAHEIM, CA


A1.  CONSUMER PRICE INDEX ADJUSTMENT:

     The  monthly  rental  will be  increased  in  the  same
     proportion  as the percentage of increase  of  the  Los
     Angeles/Long  Beach/Anaheim area C.P.I.  as  determined
     by  the  U.S.  Department  of  Labor  Statistics.   The
     starting  base for the C.P.I. index will be  the  index
     for  the  month of April 1990 which will be  stipulated
     at   133.25.   The  C.P.I.  adjustment  will  be   made
     effective  on each of the 2nd, 4th, 6th, 8th  and  10th
     anniversary  of  the  effective starting  date  of  the
     lease  (June 21, 1990).  The bi-annual adjustment  will
     be  made  every two years thereafter through the  lease
     option  periods  if exercised.  The C.P.I.  index  used
     for  each  period will be the published index  for  the
     month  of  April  preceding  the  effective  adjustment
     date.   In no case will the rate increase be more  than
     10% per annum.

A2.  ALTERATIONS

     As  provided  for in Item 7.3, the building's  original
     configuration and improvements shall be  deemed  to  be
     the  condition of the building when first  occupied  by
     the  Lessee  under  previous leases.   Any  changes  or
     modifications  having  been  done  subsequent  to   the
     original occupancy shall be subject to change  back  to
     original  condition before any termination of lease  at
     the  option  of  Lessor.   Normal  wear  and  tear   is
     excepted.

     This  building is presently occupied by Lessee  and  is
     acceptable as is.

A3.  OPTIONS TO EXTEND LEASE PERIOD.

     The  Lessee is hereby granted the option to extend this
     lease for an additional 5 years, June 21, 1995 to  June
     20,  2000  under the same terms and conditions  as  the
     first   5   years,  providing  that  the   Lessee   has
     substantially  complied  with all  the  obligations  of
     said  lease  for the first 5 years.  Rental  rate  will
     continue  to  be  adjusted  as  stipulated  by   C.P.I.
     adjustment,  and  tax  and  insurance  adjustments   as
     provided for in lease.

     The  Lessee is hereby granted the option to renew  this
     lease  for an additional 5 year period, June  21,  2000
     to  June  20,  2005.  The rental rate for  this  period
     will be determined by agreement between the Lessor  and
     Lessee  and shall be equal to 90% of the average rental
     rates  in  effect  at  the time of Lessee's  notice  of
     intention  to  renew.   Average rental  rates  will  be
     determined by prevailing and available rental rates  in
     the  Fullerton/Anaheim area for a minimum of 6 or  more
     buildings of comparable size and location.

     In  order  to  exercise the option to extend  or  renew
     this  lease,  the  Lessee must  notify  Lessor  of  his
     intention to exercise his option before January  1,  of
     the year of the start of option period.


                            Ron Hart - Nelco Products, Inc.

                            James Emmi - Owner




December 29, 1994





Mr. James Emmi
1009 Dolphin Terrace
Corona del Mar, CA 92625


                                      VIA CERTIFIED MAIL


Dear Mr. Emmi,

Writing  to  you  in my dual capacity as Vice  President  of
Nelco Products, Inc., this letter serves as formal notice on
behalf  of  Nelco  Products, Inc.,  of  their  intention  to
exercise the June 12, 1995, options to extend the leases  of
both  1100  and  1107 E. Kimberly Avenue,  Anaheim,  CA,  in
accord with paragraphs A3 in the Addendums dated December 12
1989,  to  the  Leases also dated December  12,  1989.   The
options thus exercised will run until June 20, 2000.

We extend our best wishes for the New Year.

Sincerely,

NELCO, INTERNATIONAL CORPORATION



Lee H. Newton
Vice President Finance


copy:   Ron Hart, Nelco Products Inc.
          Phil Smoot, Nelco International Corporation
          Allen Levine, Park Electrochemical Corp.
















</TEXT>
</DOCUMENT>
