STANDARD INDUSTRIAL LEASE - NET
           AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION




1.   Parties.  This Lease, dated, for reference purposes only, as
of August 29, 1995, is made by and between 5353 Downey Associates
Ltd., a California Limited Partnership (hereinafter called
"Lessor") and J&J Snack Foods Corp. and J&J Snack Foods Corp. of
California (hereinafter called "Lessee") and restates and amends
the prior lease dated July 1, 1988 as Supplemented and Amended.

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 Los Angeles, State of California, commonly known as
Unit A and Unit B and as described as 5353 (Unit A),  5499 (Unit B)
and 5477 (Unit C) Downey Road, Vernon, California, as more particu-
larly described on Exhibit "A" attached hereto:

     (a)  The portion of the Premises at 5353 Downey Road is
composed of a portion of a larger parcel(s) of land improved with
a building(s) in which the demised space shown as Unit "A", Unit
"B" and Unit "C" on Exhibit "A" contains approximately 136,564
square feet of ground floor area.

     (b)  The remaining land area of the larger parcels of which
the Premises is composed not presently utilized for permanent
improvements is hereby designated as "common areas" and is cross-hatched on
Exhibit "A" attached hereto.  Lessee is granted the non-exclusive right to
use the common areas, in common with other tenants of the buildings located
on the parcels of land on which the buildings are located.

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 fifteen (15)
years commencing on December 1, 1995 and terminating on November
31, 2010.

     3.2  Option To Renew.  [DELETED.]

     3.3  Early Possession.  [DELETED.]

4.   Rent.  Commencing December 1, 1995 and continuing throughout
the remainder of the lease term, Lessee shall pay to Lessor rent
for the Premises, monthly payments as set forth below, in advance
on the first day of each month of the term hereof:



                                  RENT         TOTAL       TOTAL 
 YEAR       LEASE PERIOD      PER S.F./MO.   PER MONTH     YEAR 
                                                
  1     12/01/95 - 11/30/96      26.5         36,190     434,280
  2     12/01/96 - 11/30/97      27.0         36,872     442,464
  3     12/01/97 - 11/30/98      27.5         37,555     450,660
  4     12/01/98 - 11/30/99      28.0         38,238     458,856
  5     12/01/99 - 11/30/00      28.5         38,921     467,052
  6     12/01/00 - 11/30/01      29.0         39,604     475,248
  7     12/01/01 - 11/30/02      29.5         40,286     483,432
  8     12/01/02 - 11/30/03      30.0         40,969     491,628
  9     12/01/03 - 11/30/04      31.25        42,676     512,112
 10     12/01/04 - 11/30/05      32.0         43,700     524,400
 11     12/01/05 - 11/30/06      32.5         44,383     532,596
 12     12/01/06 - 11/30/07      33.25        45,408     544,896
 13     12/01/07 - 11/30/08      33.75        46,090     553,080
 14     12/01/08 - 11/30/09      34.0         46,432     557,184
 15     12/01/09 - 11/30/10      34.5         47,115     565,380

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

5.   Security Deposit.  Lessee has deposited with Lessor the sum of
$18,421.48 as security for Lessee's faithful performance of
Lessee's obligations hereunder.  If Lessee fails to pay rent or
other charges due hereunder, or otherwise defaults with respect to
any provision of this Lease, Lessor may use, apply or retain all or
any portion of said deposit for the payment of any rent or other
charge in default or for the payment of any other sum to which
Lessor may become obligated by reason of Lessee's default, or to
compensate Lessor for any loss or damage which Lessor may suffer
thereby.  If Lessor so uses or applies all or any portion of said
deposit, Lessee shall within ten (10) days after written demand
therefor deposit cash with Lessor in an amount sufficient to
restore said deposit to the full amount hereinabove stated and
Lessee's failure to do so shall be a material breach of this Lease.
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
the manufacturing and/or warehousing of food products and related
uses, office use incidental thereto, or any other use which is
reasonably comparable and for no other purpose.

     6.2  Compliance With Law. 

          (a)  Lessee acknowledges that it is in possession of the
Premises and that Lessor is making no warranty regarding the
compliance of the Premises with applicable laws.

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

     6.3  Condition Of Premises. 

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

          (b)  Except as otherwise provided in this Lease, Lessee
hereby accepts the Premises in their condition existing as of the
Lease commencement date or the date that Lessee takes possession of
the Premises, whichever is earlier, subject to all applicable
zoning, municipal, county and state laws, ordinances and
regulations governing and regulating the use of the Premises, and
any covenants or restrictions of record, and accepts this Lease
subject thereto and to all matters disclosed thereby and by any ex-
hibits 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.  Except as hereafter provided (regarding
common area and structural maintenance, and reimbursement by Lessee
for its proportional share of the cost thereof), Lessor shall not
be responsible for correcting any structural defects in the
Premises, as Lessee is currently in possession of the Premises and
it is responsible for all repairs and maintenance with respect
thereto.  Lessee hereby accepts said Premises in its "As Is" and
"Where Is" condition and has not relied upon any representations of
Lessor as to the condition or use of the Premises by Lessee.
Lessee represents and warrants that all improvements made by Lessee
to the Premises have been made and completed in accordance with all
Governmental Codes and Ordinances and Lessee has obtained all
necessary governmental approvals therefor.

7.   Maintenance, Repairs and Alterations.

     7.1  Lessee's Obligations. 

          (a)  Lessee shall keep in good order, condition and
repair all non-structural interior portions of the Premises and
every part thereof, structural and non-structural, (whether or not
such portion of the Premises requiring repair, or the means of
repairing the same are reasonably or readily accessible to Lessee,
and whether or not the need for such repairs occurs as a result of
Lessee's use, any prior use, or the age of such portion of the
Premises) including, without limiting the generality of the
foregoing, all plumbing, heating, air conditioning, ventilating,
electrical, lighting facilities and equipment within the Premises,
fixtures, interior walls, interior ceilings, floors, windows,
doors, plate glass and skylights located within the Premises.

          (b)  Notwithstanding anything in this Lease to the
contrary, Lessor shall (the actual and reasonable cost thereof
hereinafter sometimes being collectively called the "common expen-
ses"):  (i) keep in good order and repair (A) the common areas and
shall keep the common areas clean and neat, and (B) all structural
portions of the buildings of which the Premises are a part
(including the Premises), the roof, foundations, the exterior and
any utility lines serving more than one tenant, (ii) pay for all
water supplied to the building(s) of which the Premises is a part
as long as water is not separately metered to the Premises, (iii)
pay for all reasonable and customary expenses incurred directly for
the operation of the Property of which the Premises is a part,
including accounting and/or management fees to third parties, if
any, but excluding costs incurred in connection with one tenant or
less than all tenants generally (such as tenant fit up work and
legal fees for enforcement of or negotiation of a lease).  Lessee
shall reimburse Lessor for Lessee's proportionate share of Lessor's
common expenses within ten (10) days of receipt of a bill for all
or any portion thereof accompanied by copies of invoices and other
reasonable evidence of the expenditures therefor.  "Lessee's
proportionate share" shall be a fraction, the numerator of which
shall be the interior ground floor area of the Premises from
centerline to centerline of walls and the denominator of which
shall be the total aggregate ground floor area of the building(s)
of which the Premises is a part.  Lessor and Lessee have agreed
that Lessee's proportionate share is 62.97%.

          (c)  It is intended that Lessee shall have full and
complete responsibility for the payment of all maintenance
expenses, structural and non-structural, relating to the Premises,
either directly via paragraph 7.1(a), or via recoupment as a part
of common expenses, notwithstanding that Lessor may be obligated
under this Lease to perform some maintenance covering the Premises
as set forth in paragraph 7.1(b).

     7.2  Surrender.  On the last day of the term hereof, or on any
sooner termination, Lessee shall surrender the Premises to Lessor
in the same condition as when received, ordinary wear and tear
excepted, clean and free of debris.  Lessee shall repair any damage
to the Premises occasioned by the installation or removal of
Lessee's trade fixtures, furnishings and equipment.

     7.3  Lessor's Rights.  If Lessee fails to perform Lessee's
obligations under this Paragraph 7, or under any other paragraph of
this Lease, Lessor may at is option (but shall not be required to)
enter upon the Premises after ten (10) days prior written notice to
Lessee (except in the case of an emergency, in which case no notice
shall be required), perform such obligations on Lessee's behalf and
put the same in good order, condition and repair, and the cost
thereof together with interest thereon at 15% per annum shall
become due and payable as additional rental to Lessor together with
Lessee's next rental installment.

     7.4  Lessor's Obligations.  [DELETED.]  (See paragraph 7.1
above)

     7.5  Alterations and Additions.

          (a)  Lessee shall not, without Lessor's prior written
consent, which consent shall not be unreasonably withheld or
delayed, make any alterations, improvements, additions, or Utility
Installations in, on or about the Premises, except for nonstruc-
tural alterations not exceeding $10,000 in cumulative costs during
the term of this Lease.  In any event, whether or not in excess of
$10,000 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,
which consent shall not be unreasonably withheld or delayed.  As
used in this Paragraph 7.5 the term "Utility Installation" shall
mean carpeting, window coverings, air lines, power panels,
electrical distribution systems, lighting fixtures, space heaters,
air conditioning, plumbing, and fencing.  All alterations,
improvements, additions or Utility Installations may be left at the
expiration of the term, and need not be removed by Lessee.  Lessee
may elect to remove any of the same provided Lessee repairs any
damage caused by the installation or removal thereof.  Lessor may
require Lessee to provide Lessor, at Lessee's sole cost and
expense, a lien and completion bond in an amount equal to one and
one-half times the estimated cost of such improvements, to insure
Lessor against any liability for mechanic's and materialmen's liens
and to insure completion of the work.  Should Lessee make any
alterations, improvements, additions or Utility Installations
without the prior approval of Lessor, Lessor may require that
Lessee remove any or all of the same.

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

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

          (d)  All alterations, improvements, additions and Utility
Installations (whether or not such Utility Installations constitute
trade fixtures of Lessee), which are left on the Premises, shall
become the property of Lessor at the expiration of the term.
Notwithstanding the provisions of this Paragraph 7.5(d), Lessee's
machinery and equipment, other than that which is affixed to the
Premises so that it cannot be removed without material damage to
the Premises, shall remain the property of Lessee and may be
removed by Lessee subject to the provisions of Paragraph 7.2.

          (e)  Lessee is hereby granted the right to make
nonstructural improvements to the Premises at its own cost upon
prior written approval by Lessor of the plans and specifications
for said improvements, such approval not to be unreasonably
withheld or delayed, and upon submission of approved permits from
the necessary governmental agencies.  This paragraph is not
intended to limit but to extend the requirements of Section 7.

          (f)  Lessee has installed an electric transformer and
other improvements (the "Improvements") as set forth in that
certain covenant and agreement with the City of Vernon dated
September 27, 1994 on the parking area of the south side of the
building on the premises without the Lessor's consent.  Lessor has
consented to the installation of the Improvements.   Lessee
specifically agrees, if requested in writing by Lessor at the
expiration of the lease term, to remove the Improvements and
reinstall the electrical power as per the City of Vernon
requirements and to leave the premises broom clean and without
contamination.

8.   Insurance Indemnity.

     8.1  Insuring Party.  Since the Premises is part of a larger
building or group of buildings, Lessor has agreed to maintain the
casualty insurance therefor and Lessee has agreed to pay its
proportionate share as hereafter provided.

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

     8.3  Property Insurance. 

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

          (b)  If the Premises are part of a larger building, or if
the Premises are part of a group of buildings owned by Lessor which
are adjacent to the Premises, then Lessee shall pay for any
increase in the property insurance of such other building or
buildings if said increase is caused by Lessee's acts, omissions,
use or occupancy of the Premises; and if any increase is caused by
the acts, omissions, use or occupancy of another tenant, or Lessor,
such increase shall not be paid for by Lessee.

          (c)  Lessor will not insure Lessee's fixtures, equipment
or tenant improvements unless the tenant improvements have become
a part of the Premises under paragraph 7 hereof.  Lessee shall
insure its fixtures, equipment and tenant improvements.

          (d)  Lessee shall within ten (10) days after receipt of
a bill therefor, accompanied by a copy of an insurance company
invoice therefor, reimburse Lessor for Lessee's proportionate share
of the costs of premiums for the casualty insurance which Lessor
obtains pursuant to paragraph 8.3.  Lessee shall have the right to
require Lessor to entertain bids from insurance companies which
satisfy the criteria set forth in paragraph 8.4 in order to insure
that the costs for casualty insurance being charged to Lessee are
reasonable and competitive.

     8.4  Insurance Policies.  Insurance required hereunder shall
be in companies holding a "General Policyholders Rating" of at
least B plus, or such other rating as may be required by a lender
having a lien on the Premises, as set forth in the most current
issue of "Best's Insurance Guide".  The insuring party shall
deliver to the other party copies of policies of such insurance or
certificates evidencing the existence and amounts of such insurance
with loss payable clauses as required by this paragraph 8.  No such
policy shall be cancelable or subject to reduction of coverage or
other modification except after thirty (30) days' prior written
notice to Lessor and Lessee.  Lessor shall, at least thirty (30)
days prior to the expiration of such policies, furnish Lessee with
renewals or "binders" thereof, or Lessee may order such insurance
and charge the cost thereof to Lessor with interest at 15% per
annum (which amounts Lessee may deduct against payments due under
this Lease) which amount shall be payable by Lessor upon demand
except for Lessee's proportionate share as hereinafter provided.
Lessee shall not do or permit to be done anything which shall
invalidate the insurance policies referred to in Paragraph 8.3.  If
Lessee does or permits to be done anything which shall increase the
cost of the insurance policies referred to in Paragraph 8.3, then
Lessee shall forthwith upon Lessor's demand reimburse Lessor for
any additional premiums attributable to any act or omission or
operation of Lessee causing such increase in the cost of insurance.
Lessor shall deliver to Lessee a written statement setting forth
the amount of any such insurance cost increase and showing in
reasonable detail the manner in which it has been computed; and any
increase caused by the acts, omissions, use or occupancy of another
tenant or Lessor, shall not be paid for by Lessee.

     8.5  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 under paragraph 8.3, which
perils occur in, on or about the Premises, whether due to the
negligence of Lessor or Lessee or their agents, employees,
contractors and/or invitees.  Lessee and Lessor shall, upon
obtaining the policies of insurance required hereunder, give notice
to the insurance carrier or carriers that the foregoing mutual
waiver of subrogation is contained in this Lease.

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

     8.7  Exemption of Lessor from Liability.  Lessee hereby agrees
that Lessor shall not be liable for injury to Lessee's business or
any loss of income therefrom or for damage to the goods, wares,
merchandise or other property of Lessee.  Lessee's employees,
agents or contractors, whether such damage or injury is caused by
or results from fire, steam, electricity, gas, water or rain, or
from the breakage, leakage, obstruction or other defects of pipes,
sprinklers, wires, appliances, plumbing, air conditioning or
lighting fixtures, or from any other cause, whether the said damage
or injury results from conditions arising upon the Premises or upon
other portions of the building of which the Premises are a part, or
from other sources or places and regardless of whether the cause of
such damage or injury or the means of repairing the same is
inaccessible to Lessee.  Lessor shall not be liable for any damages
arising from any act or neglect of any other tenant, if any, of the
building in which the Premises are located.

9.   Damage or Destruction.

     9.1  Partial Damage-Insured.  Subject to the provisions of
Paragraph 9.4, if the Premises are damaged and such damage was
caused by a casualty covered under an insurance policy required to
be maintained pursuant to Paragraph 8.3, Lessor shall at Lessor's
expense repair such damage as soon as reasonably possible and this
Lease shall continue in full force and effect.

     9.2  Partial Damage-Uninsured.  Subject to the provisions of
Paragraph 9.4, if at any time during the term hereof the Premises
are damaged, except by a negligent or willful act of Lessee, and
such damage was caused by a casualty not covered under an insurance
policy required to be maintained pursuant to Paragraph 8.3, 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 canceled and terminated as of the date
of the occurrence of such damage.

     9.3  Total Destruction.  If at any time during the term hereof
the Premises are totally destroyed from any cause whether or not
covered by the insurance required to be maintained pursuant to
Paragraph 8.3 (including any total destruction required by any
authorized public authority) this Lease shall automatically
terminate as of the date of such total destruction.

     9.4  Damage Near End Of Term.  If the Premises are partially
destroyed or damaged during the last six months of the term of this
Lease, Lessor may at Lessor's option cancel and terminate this
Lease as of the date of occurrence of such damage by giving written
notice of Lessee of Lessor's election to do so within 30 days after
the date of occurrence of such damage.

     9.5  Abatement Of Rent; Lessee's Remedies. 

          (a)  If the Premises are partially destroyed or damaged
and Lessor or Lessee repairs or restores them pursuant to the
provisions of this Article, the rent payable under Paragraph 4 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; provided, however, that
the aggregate amount of abatement hereunder shall not exceed the
total of rent payable under Paragraph 4 for a period of six months.
Except for abatement of rent, if any, Lessee shall have no claim
against Lessor for any damage suffered by reason of any such
damage, destruction, repair or restoration.

          (b)  If Lessor shall be obligated to repair or restore
the Premises under the provisions of this Paragraph 9 and shall not
commence such repair or restoration within 90 days after such
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.  Any abatement in rent shall be
computed as provided in Paragraph 9.5(a).

     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.

10.  Real Property Taxes.

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

     10.2 Definition of "Real Property" Tax.  As used herein, the
term "real property tax" shall include any form of assessment,
license fee, commercial rental tax, levy, penalty, or tax (other
than inheritance or estate taxes), imposed by any authority having
the direct or indirect power to tax, including any city, county,
state or federal government, or any school, agricultural, lighting,
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, or as against Lessor's
business of leasing the Premises.

     10.3 Joint Assessment.  If the Premises are not separately
assessed, Lessee's liability shall be an equitable proportion of
the real property taxes for all of the land and improvements
included within the tax parcel assessed, such proportion to be de-
termined as provided in Paragraph 7.1(b) above.

     10.4 Personal Property Taxes. 

          (a)  Lessee shall pay prior to delinquency all taxes
assessed against and levied upon trade fixtures, furnishings,
equipment and all other personal property of Lessee contained in
the Premises, or elsewhere, if a lien is imposed against the
Premises for non-payment thereof.

          (b)  [DELETED.]

     10.5 Special Provision - Real Property Taxes.  In the event
the Premises, or the property of which the Premises are part, are
reassessed following a change in ownership, as such term is defined
in the California Revenue and Taxation Code, Section 60 et seq.,
Lessee shall be obligated to pay only 50% of Lessee's proportionate
share of the increase in real property taxes resulting from such
reassessment.

11.  Utilities.  Lessee shall pay for all water, gas, heat, light,
power, telephone and other utilities and services supplied to the
Premises, together with any taxes thereon.  If any such services
are not separately metered to Lessee, Lessee shall pay a reasonable
proportion to be determined by Lessor of all charges jointly
metered with other premises.  All utility services other than water
are separately metered to the Premises and supplied directly from
the Utility company; however, water is not separately metered and
is to be included as a common expense provided in paragraph 7.1.

12.  Assignment And Subletting.

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

     12.2 Lessee Affiliate.  Notwithstanding the provisions of
paragraph 12.1 hereof, Lessee may assign or sublet the Premises, or
any portion thereof, without Lessor's consent, to any corporation
which controls, is controlled by or is under common control with
Lessee, or to any corporation resulting from the merger or
consolidation with Lessee, or to any person or entity which
acquires all the assets of Lessee as a going 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.

     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 abandonment of the Premises by Lessee.  Vacating
is permitted as long as Lessee continues to pay rent and otherwise
complies with the provisions of this Lease.

          (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 ten
days after written notice thereof from Lessor to Lessee provided,
however, that if under California law Lessee would have more than
a ten (10) day period to cure by reason of the above change from
three (3) days to ten (10) days, then Lessee only shall be entitled
to the statutory notice period.  In the event that Lessor serves
Lessee with a Notice to Pay Rent or Quit pursuant to the applicable
Unlawful Detainer statutes such Notice to Pay Rent or Quit shall
also constitute the notice required by this subparagraph.

          (c)  The failure by Lessee to observe or perform any of
the covenants, conditions or provisions of this Lease to be
observed or performed by Lessee, other than described in
paragraph (b) above, where such failure shall continue for a period
of 30 days after written notice 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 statute
thereto (unless, in the case of a petition filed against Lessee,
the same is dismissed within 60 days); (iii) the appointment of a
trustee or receiver to take possession of substantially all of
Lessee's 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 re-
covering possession of the Premises; expenses of reletting,
including necessary renovation and alteration of the Premises, rea-
sonable attorney's fees, and any real estate commission actually
paid; the worth at the time of award by the court having juris-
diction 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
his 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 15% per annum.

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

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

     13.5 Impounds.  In the event that a late charge is payable
hereunder, whether or not collected, for three (3) installments of
rent or any other monetary obligation of Lessee under the terms of
this Lease, Lessee shall pay to Lessor, if Lessor shall so request,
in addition to any other payments required under this Lease, a
monthly advance installment, payable at the same time as the
monthly rent, as estimated by Lessor, for real property tax and
insurance expenses on the Premises which are payable by Lessee
under the terms of this Lease.  Such fund shall be established to
insure payment when due, before delinquency, of any or all such
real property taxes and insurance premiums.  If the amounts paid to
Lessor by Lessee under the provisions of this paragraph are
insufficient to discharge the 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.  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
improvements on the premises, or more than 25% of the land area of
the Premises which is not occupied by any improvements, 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 taken bears to the total floor area
of the building situated on the Premises.  Any award for the taking
of all or any part of the Premises under the power of eminent
domain or any payment made under threat of the exercise of such
power shall be the property of 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 compete such repair.

15.  Broker's Fee.  [DELETED.]

16.  Estoppel Certificate. 

          (a)  Lessee shall at any time upon not less than fifteen
(15) 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 represented
by Lessor, (ii) that there are no uncured defaults in Lessor's
performance, and (iii) that not more than one month's rent has been
paid in advance or such failure may be considered by Lessor as a
default by Lessee under this Lease.

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

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

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

19.  Interest on Past-due Obligations.  Except as expressly herein
provided, any amount due to Lessor not paid when due shall bear
interest at 15% per annum 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
if to Lessee, only to a person with a title of Office Manager or
higher, 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.  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 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 provisions 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.  Non-Disturbance.  Notwithstanding anything in this Lease to
the contrary, Lessor shall use its best efforts to obtain the
written agreement in recordable form from the holder of every
mortgage and encumbrance with priority over this Lease, in form and
content reasonably satisfactory to Lessee, that neither such holder
nor its successors or assigns will take any action to interfere
with the rights of Lessee, its successors or assigns, in the
Premises so long as Lessee, its successors or assigns, are not in
default, after expiration of applicable notice and/or grace
provisions, under this Lease, and to make available insurance and
condemnation proceeds for repair and restoration to enable Lessor
to comply with its obligations under this Lease.  Lessee agrees to
subordinate this Lease to any mortgage encumbering the Premises
subsequent to the date hereof, but only and if to the extent that
the holder of such mortgage has agreed in writing with Lessee as in
this paragraph 30 above described and only so long as such
agreement is in effect.

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

32.  Lessor's Access.  Lessor and Lessor's agents shall have the
right to enter the Premises at reasonable times for the purpose of
inspecting the same, showing the same to prospective purchasers,
lenders, or lessees provided the same will and shall not interfere
with the operations of Lessee from the Premises, but only upon the
prior written consent of Lessee, such consent not to unreasonably
be withheld, and making such alterations, repairs, improvements or
additions to the Premises or to the building of which they are a
part as Lessor may deem necessary or desirable.  Lessor may at any
time place on or about the Premises any ordinary "For Sale" signs
and Lessor may at any time during the last 120 days of the term
hereof place on or about the Premises any ordinary "For Lease"
signs, all without rebate of rent or liability to Lessee.

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

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

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 per-
formed hereunder, Lessee shall have quiet possession of the Prem-
ises 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.  [DELETED.]

40.  Multiple Tenant Building.  [DELETED.]

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.

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

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

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

46.  Deleted.

47.  Deleted.

48.  Hazardous Materials/Hazardous Substances.

     (a)  Reportable Uses Require Consent.  The term "Hazardous
Materials/Hazardous Substances" as used in this Lease shall mean
any product, substance, chemical, material or waste whose presence,
nature, quantity and/or intensity of existence, use, manufacture,
disposal, transportation, spill, release or effect, either by
itself or in combination with other materials expected to be on the
Premises, is either: (i) potentially injurious to the public
health, safety or welfare, the environment or the Premises, (ii)
regulated or monitored by any governmental authority, or (iii) a
basis for liability of Lessor to any governmental agency or third
party under any applicable statute or common law theory.  Hazardous
Materials/Hazardous Substances shall include, but not be limited
to, hydrocarbons, petroleum, gasoline, crude oil or any products,
by-products or fractions thereof.  Lessee shall not engage in any
activity in, on or about the Premises which constitutes a
Reportable Use (as hereinafter defined) of Hazardous Materials/Hazardous
Substances without the express prior written consent of
Lessor and compliance in a timely manner (at Lessee's sole cost and
expense) with all Applicable Law.  "Reportable Use" shall mean (i)
the installation or use of any above or below ground storage tank,
(ii) the generation, possession, storage, use, transportation, or
disposal of a hazardous Material/Hazardous Substance that requires
a permit from, or with respect to which a report, notice, registra-
tion or business plan is required to be filed with, any governmen-
tal authority.  Reportable Use shall also include Lessee's being
responsible for the presence in, on or about the Premises of a
Hazardous Material/Hazardous Substance with respect to which any
Applicable Law requires that a notice be given to persons entering
or occupying the Premises or neighboring properties.  Notwithstand-
ing any other provisions in this Lease, Lessee may, without
Lessor's prior consent, but in compliance with all Applicable Law,
use any ordinary and customary materials reasonable required to be
used by Lessee in the normal course of Lessee's business permitted
on the Premises, so long as such use does not expose the Premises
or neighboring properties to any meaningful risk of contamination
or damage or expose Lessor to any liability therefor.  In addition,
Lessor may (but without any obligation to do so) condition its
consent to the use or presence of any Hazardous Material/Hazardous
Substance, activity or storage tank by Lessee upon Lessee's giving
Lessor such additional assurances as Lessor, in its reasonable
discretion, deems necessary to protect itself, the public, the
Premises and the environment against damage, contamination or
injury and/or liability therefrom or therefor, including, but not
limited to, the installation (and removal on or before Lease
expiration or earlier termination) of reasonably necessary
protective modification to the Premises (such as concrete encase-
ments) and/or the deposit of an additional Security Deposit under
Section 5 hereof.

     (b)  Duty to Inform Lessor.  If Lessee Knows, or has
reasonable cause to believe, that a Hazardous Material[Hazardous
Substance, or a condition involving or resulting from same, has
come to be located in, on, under or about the Premises, other than
as previously consented to by Lessor, Lessee shall immediately give
written notice of such fact to Lessor.  Lessee shall also immedi-
ately give Lessor a copy of any statement, report, notice,
registration, application, permit, business plan, license, claim,
action or proceeding given to, or received from, any governmental
authority or private party, or persons entering or occupying the
Premises, concerning the presence, spill, release, discharge of, or
exposure to, any Hazardous Material/Hazardous Substance or
contamination in, on, or about the Premises, including but not
limited to all such documents as may be involved in any Reportable
Uses involving the Premises.

     (c)  Indemnification.  Lessee shall immediately indemnify,
protect, defend and hold Lessor, its agents, employees, lenders and
ground lessor, if any, and the Premises, harmless against any and
all loss of rents and/or damages, liabilities, judgments, costs,
claims, liens, expenses, penalty permits and attorney's and
consultant's fees arising out of or involving any Hazardous
Material/Hazardous Substance or storage tank brought onto the
Premises by or for or under Lessee's control.  Lessee's obligations
under this Section 48 shall include, but not be limited to, the
effects of any contamination or injury to person, property or the
environment created or suffered by Lessee, and the cost of
investigation (including consultant's and attorney's fees and
testing), removal, remediation, restoration and/or abatement
thereof, or of any contamination therein involved, and shall
survive the expiration or earlier termination of this Lease.  No
termination, cancellation or release agreement entered into by
Lessor and Lessee shall release Lessee from its obligations under
this Lease with respect to Hazardous Materials/Hazardous Substances
or storage tanks, unless specifically so agreed by Lessor in
writing at the time of such agreement.

     (d)  Lessee's Compliance with Law.  Except as otherwise
provided in this Lease, Lessee, shall, at Lessee's sole cost and
expense, fully, diligently and in a timely manner, comply with all
Applicable Law relating in any manner to the Premises including but
not limited to matters pertaining to environmental conditions.

    

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

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

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





                                   LESSOR:

                                          5353 DOWNEY ASSOCIATES LTD., a
Executed at Beverly Hills, CA             California limited Partnership

on                         , 1995
                                      
Address:  9595 Wilshire Blvd.             By:                            
          Suite 511                           Michael L. Schwab
          Beverly Hills, CA 90212             General Partner







                   SIGNATURES CONTINUED ON THE NEXT PAGE


                                   LESSEE:


Executed at                               J & J SNACK FOODS CORP.        

on                         , 1995

Address:                                  By:                             

                                          Its:                            
                                                        (Title)
                                
                                          By:                             
                                    
                                          Its:                            
                                                        (Title)
          [Corporate Seal]




Executed at                               J & J SNACK FOODS CORP. OF     
                                          CALIFORNIA
on                         , 1995

Address:                                 
                                          By:                             
                                         
                                          Its:                             
                                                        (Title)
                                
                                          By:                             
                                    
                                          Its:                            
                                                        (Title)            
          [Corporate Seal]   



Source: OneCLE Business Contracts.