PAPETTI HOLDING COMPANY AS LANDLORD, AND MICHAEL FOODS, INC., AS TENANT

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EXHIBIT 10.48

EXECUTION COPY

LEASE BY AND BETWEEN

PAPETTI HOLDING COMPANY
AS LANDLORD,

AND

▇▇▇▇▇▇▇ FOODS, INC.,
AS TENANT

DATED FEBRUARY 26, 1997
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INDEX

Article Page

1 Leased Premises; Lease Term . . . . . . . . . . . . . . . . . . . . 1

2 Rent Payments; Net Lease . . . . . . . . . . . . . . . . . . . . . . 1

3 Use of Leased Premises . . . . . . . . . . . . . . . . . . . . . . . 2

4 No Representations . . . . . . . . . . . . . . . . . . . . . . . . 3

5 Compliance with Laws; Insurance Regulations . . . . . . . . . . . . 3

6 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

7 Repair, Maintenance . . . . . . . . . . . . . . . . . . . . . . . . 6

8 Alterations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

9 Covenant Against Liens . . . . . . . . . . . . . . . . . . . . . . . 8

10 Landlord's Right of Entry . . . . . . . . . . . . . . . . . . . . . 9

11 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

12 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

13 Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

14 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

15 Damage or Destruction . . . . . . . . . . . . . . . . . . . . . . . 15

16 Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

17 Mortgaging; Assignment; Subletting . . . . . . . . . . . . . . . . . 17

18 Subordination and Attornment . . . . . . . . . . . . . . . . . . . . 18

19 Estoppel Certificates . . . . . . . . . . . . . . . . . . . . . . . 19

20 Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . 19

21 Cure of Tenant's Default . . . . . . . . . . . . . . . . . . . . . . 20

22 Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

23 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

24 Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . 24

25 Surrender of Premises; Holding Over . . . . . . . . . . . . . . . . 24

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26 Relationship of Parties . . . . . . . . . . . . . . . . . . . . . . 25

27 Successors and Assigns; Provisions Binding . . . . . . . . . . . . 26

28 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

29 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

30 Entire Agreement; Construction . . . . . . . . . . . . . . . . . . . 27

31 Binding Arbitration . . . . . . . . . . . . . . . . . . . . . . . . 28

32 Choice of Law; Jurisdiction . . . . . . . . . . . . . . . . . . . . 29

33 Joint Preparation . . . . . . . . . . . . . . . . . . . . . . . . . 29

34 Time Is of the Essence . . . . . . . . . . . . . . . . . . . . . . . 30

35 Term Renewal . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

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L E A S E

THIS LEASE made and entered into as of the 26th day of
February, 1997, between PAPETTI HOLDING COMPANY, a New Jersey general
partnership, having its principal office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called "Landlord") and ▇▇▇▇▇▇▇ FOODS, INC., a
Delaware corporation, having its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called "Tenant").

A. Landlord is the owner of certain land and
improvements more particularly described on Exhibit A attached hereto (the
"Real Estate").

B. Tenant desires to lease from Landlord, and Landlord
is willing to lease to Tenant the Real Estate and improvements thereon upon and
subject to the terms, provisions and conditions of this Lease.

NOW THEREFORE, Landlord and Tenant, for and in consideration
of the rents, agreements, terms, covenants and conditions hereinafter mentioned
and hereby agreed to be paid, kept and performed by Landlord and Tenant, their
legal representatives, successors and assigns, do hereby mutually agree as
follows:

Article 1

Leased Premises; Lease Term

Upon and subject to the agreements, terms, covenants and
conditions hereinafter set forth, Landlord hereby leases to Tenant, and Tenant
hereby rents and leases from Landlord, the Real Estate, together with any and
all buildings, fixtures, structures and other improvements located thereon
(collectively with the Real Estate, the "Leased Premises"), subject to existing
restrictions, covenants, easements, rights and encumbrances of record.

TO HAVE AND TO HOLD for a term commencing on the date hereof
and ending on midnight of the day preceding the tenth (10th) annual anniversary
of the "Rent Commencement Date" as hereinafter defined (the "Lease Term")
unless sooner terminated or extended as herein provided. The "Rent
Commencement Date" shall mean March 1, 1997.

Article 2

Rent Payments; Net Lease

Tenant, during the Lease Term, will pay to Landlord an annual
rental of Four Hundred Thirty-Two Thousand Dollars ($432,000.00) in equal
monthly installments of Thirty-Six Thousand Dollars ($36,000.00) in advance on
or before the first day of each calendar month. The rent for any partial month
at the commencement hereof shall be prorated and paid upon Tenant's execution
of this

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Lease. Landlord may assess a charge of five percent (5%) of the monthly rent
installment due for any monthly payment that is received more than five (5)
days after it is due.

Tenant will pay to Landlord the rent herein reserved, without
prior demand or notice and without any setoffs, abatements, or deductions
whatsoever, at the office of Landlord or at such other place as Landlord shall
designate in writing. All other sums that may become due or be payable to
Landlord hereunder shall be paid at the time and in the manner herein provided
at the office of Landlord. All of such other sums so to be paid may, at
Landlord's option, be deemed to be additional rent to be added to any fixed
rent then due or thereafter falling due, and in the event of non-payment,
Landlord shall have all the rights and remedies herein provided.

If Tenant fails the net worth requirement of Article 13, then
Tenant shall deliver to Landlord the sum equal to one month's base rent as
security payment for the performance by Tenant of every covenant and condition
of this Lease. If Tenant shall default with respect to any covenant or
condition of this Lease, including, but not limited to, the payment of rent,
Landlord may apply the whole or any part of such security payment to the
payment of any sum in default or any other sum which Landlord may be required
to spend by reason of Tenant's default, and Tenant shall thereafter upon demand
of Landlord fully restore the original amount of the security deposit. After
all of the Tenant's obligations under this Lease shall have been satisfied, the
security payment or any remaining balance thereof shall be returned to Tenant.
In the event of a bona fide sale of the property of which the Leased Premises
are a part, Landlord shall have the obligation to transfer such security to the
purchaser to be held by such purchaser under the terms of this Lease, and
Landlord shall be released from all obligation and liability for the return of
such security to Tenant provided such transferee assumes such obligation.

Tenant acknowledges that the rent and other payments to
Landlord hereunder are intended to be "net" to Landlord and that this Lease is
a so called "triple net" or "net net net" lease to Landlord.

Article 3

Use of Leased Premises

Tenant shall occupy the Leased Premises during the Lease Term
for the purposes set forth on Exhibit A hereto and for no other purpose or use
without Landlord's prior written consent. Tenant shall not use or occupy or
permit the Leased Premises or any part thereof to be used or occupied for any
other business, use or purpose without Landlord's prior written consent, which
shall not be unreasonably withheld. Tenant shall apply for, secure, maintain
and comply with all licenses, permits, or accreditations which may

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be required for the conduct by Tenant of the use of the Leased Premises, as
herein permitted.

Article 4

No Representations

Tenant is fully familiar with the physical condition of the
Leased Premises, and Tenant accepts and takes the Leased Premises in their "as
is" and "where is" condition. Landlord has made no representations whatsoever
in connection with the condition of the Leased Premises or any part thereof,
and Landlord shall not be liable for any latent or patent defects therein.

Article 5

Compliance with Laws; Insurance Regulations

Throughout the Lease Term, Tenant shall, at its sole cost and
expense, promptly observe and comply with all laws, ordinances, orders,
regulations, rules, standards and requirements of every government (whether
federal, state or local), municipality or other governmental authority,
including but not limited to CERCLA, RCRA, TOSCA, FIFRA, OSHA and ▇▇▇▇ (as the
same are commonly referred to under the federal environmental laws), and the
Americans with Disabilities Act of 1990, as amended (the "ADA"), and including
any agency or department thereof, having jurisdiction over Tenant or the Leased
Premises (collectively, "Governmental Regulations"), and of the local fire
insurance rating organization, and of all insurance companies writing policies
covering the Leased Premises or any part thereof, relating to the Leased
Premises, or the facilities, fixtures or equipment therein, or the use and
occupation or franchises and privileges connected therewith; whether or not
such laws, ordinances, orders, regulations, rules or requirements shall
necessitate improvements, interference with the use and enjoyment of the Leased
Premises, replacements or repairs, extraordinary as well as ordinary, foreseen
or unforeseen, and whether the same now are in force or may, at any time in the
future, be enacted or directed; and Tenant shall pay all costs, expenses,
claims, fines, penalties and damages that may in any manner arise out of or be
imposed because of the failure of Tenant to comply with any of the foregoing.

Landlord, its agents and representatives, may at any time
during the term of the Lease enter upon the Leased Premises, or any part
thereof, for the purpose of determining and ascertaining the environmental
status of the same, including but not limited to the performing of
environmental audits or surveys of the condition of the Leased Premises; and
may further video tape, from time to time, the condition of the Leased
Premises, or any building or other improvements thereon, for the purpose of
better assuring and determining Tenant's fulfillment of its obligations
hereunder.

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Tenant shall be responsible for and shall bear all costs and
expenses associated with any and all alterations to the Leased Premises, which
may be required by the ADA for the accommodation of disabled individuals who
may be employed from time to time by Tenant, or any disabled customers,
clients, guests, or invitees or sublessees. Tenant shall indemnify and hold
Landlord harmless from and against any and all costs incurred arising from the
failure of the Leased Premises to conform with the ADA, including the cost of
making any alterations, renovations or accommodations required by the ADA, or
any government enforcement agency, or any court, any and all fines, civil
penalties, and damages awarded against Landlord resulting from a violation or
violations of the ADA, and all reasonable legal expenses and court costs
incurred in defending claims made under the ADA, including reasonable
attorneys' fees.

Tenant shall not (i) use, store, generate, treat, sell or
dispose in, on or about the Leased Premises, any "Hazardous Substances"
(hereinafter defined), or (ii) permit the use, storage, generation, treatment,
selling or disposal in, on or about the Leased Premises of any Hazardous
Substances, except Hazardous Substances in such amounts and of such types that
are commonly and customarily used in compliance with Governmental Regulations
in the operation, cleaning and maintenance of Tenant's business operated in the
ordinary course. "Hazardous Substances" or "Hazardous Substance" as used in
this Lease shall mean any substances, waste or substance now or hereafter
designated as, or containing components designated as, hazardous, dangerous,
toxic or harmful and/or subject to any Governmental Regulations, including,
without limitation, asbestos in any form, urea formaldehyde foam insulation,
transformers or other equipment which contains dielectric fluid or other fluids
containing levels of polychlorinated biphenyls in excess of fifty (50) parts
per million and petroleum products in any form. Tenant shall (i) promptly
comply with all Governmental Regulations now or hereafter pertaining to the
use, discharge, handling, transportation, disposal, treatment, generation,
storage, sale or presence on the Leased Premises of Hazardous Substances; and
(ii) allow Landlord or Landlord's agents or representatives to enter onto the
Leased Premises at all times to check Tenant's compliance with all applicable
Governmental Regulations regarding Hazardous Substances should Landlord have a
reasonable belief that Tenant is not in compliance with all applicable
Governmental Regulations regarding Hazardous Substances. If Tenant is found to
not be in compliance with all applicable Governmental Regulations regarding
Hazardous Substances, all reasonable costs incurred by Landlord and associated
with Landlord's inspection of the Leased Premises and Landlord's monitoring of
Tenant's compliance with this Article, including Landlord's reasonable
attorneys' fees and costs shall be deemed additional rent and shall be due and
payable to Landlord immediately upon demand by Landlord. Tenant shall
indemnify, defend and save Landlord, its officers, directors, shareholders,
managers, agents and employees harmless from and against any and all damages,
penalties, costs and other liabilities (including Landlord's attorneys' fees
and costs and the cost of any remedial

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or abatement activities), arising during the term of this Lease or anytime
thereafter, directly or indirectly, from the use, discharge, handling,
transportation, disposal, treatment, generation, storage, existence or sale of
Hazardous Substances, during the term of this Lease in, on or about the Leased
Premises except to the extent such use, discharge, handling, transportation,
disposal, treatment, generation, storage, existence or sale of Hazardous
Substances resulted solely from the actions of Landlord. Tenant's obligations
under this Article shall survive the termination of this Lease.

Tenant shall, at Tenant's sole expense, comply with all laws,
rules, regulations, requirements, standards and ordinances enacted or imposed
by any governmental unit having jurisdiction over Tenant, the Leased Premises,
signage at the Leased Premises or Tenant's business. Tenant shall not use or
occupy the Leased Premises nor permit its use or occupancy for any unlawful use
or purpose, nor for any purpose which may be hazardous on account of fire,
environmental concerns or otherwise, nor for any use or purpose which might
render Landlord's insurance on the Leased Premises void.

Tenant agrees that if its storage, accumulation,
transportation, treatment or disposal of such Hazardous Substances results in
(i) contamination of the soil or surface or groundwater or (ii) loss or damage
to any person(s) or property, Tenant shall (a) notify Landlord immediately of
any contamination, claim of contamination, loss or damage, (b) proceed with due
diligence to clean up any such contamination in full compliance with all
applicable federal, state and local statutes, regulations and standards, and
(c) indemnify, defend and hold Landlord harmless from and against any and all
claims, suits, causes of action, penalties, fines, costs and fees, including
attorney's fees, arising from or connected with any such contamination, claim
of contamination, loss or damage. The foregoing provision shall survive the
termination of the Lease.

The parties hereto shall use their best efforts to resolve any
disputes regarding the origin of any contamination or claim of contamination or
the responsibility as between Landlord and Tenant of clean up of any such
contamination or claim of contamination. Landlord and Tenant agree that if
they are unable to resolve such a dispute, then the provisions of Article 31
governing resolution of disputes shall apply. The parties agree that the
arbitrator shall be retained only to resolve the dispute and in no event will
be retained by either party to conduct any resulting cleanup or remediation of
any suspected release of hazardous waste.

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To the extent applicable or may become applicable based on
Tenant's use of the Leased Premises or the termination of the Lease, Tenant at
its cost and in a timely manner shall (i) comply with "The Industrial Site
Recovery Act", N.J. Stat. ▇▇▇. Sections 13:1K-6 to -14, and the regulations
promulgated thereunder or obtain an exemption from compliance (See N.J. Admin.
Code 7:26B-1.9(a)); (ii) comply with "The Spill Compensation and Control Act",
N.J. Stat. ▇▇▇. Sections 58.10-23.11 to .24, and the regulations promulgated
thereunder, "The Pollution Prevention Act", N.J. Stat. ▇▇▇. Sections 13.1D-35
et seq. and Sections 34:5A-1 et seq., and the regulations promulgated
thereunder, and Sections 58:10A-21 through 58:10A-37 of the New Jersey
Statutes, and the regulations promulgated thereunder. The enumeration of
specific state statutes and regulations above shall in no way limit the
obligation of Tenant to otherwise comply with all other state laws and
regulations applicable to it, and Tenant expressly covenants to so comply at
all times and in all material respects during the term of this Lease.

Article 6

Utilities

Tenant shall make application for and arrange for the
installation of all utility meters or other devices as it may deem necessary
for its purposes, and Tenant shall be solely responsible for and promptly pay,
as and when the same become due and payable, all charges for water, sewer,
sprinkler, electricity, gas, telephone or other communication, fire or burglar
alarm systems, and any other utility or service supplied, used or consumed in
connection with the Leased Premises. Tenant shall use any utilities supplied
to or serving the Leased Premises in accordance with the regulations of the
public utility company or the governmental agency supplying the same, and
Tenant shall not at any time overburden or exceed the capacity of the mains,
feeders, ducts, conduits or other facilities by which such utilities are
supplied to, distributed in or serve the Leased Premises. Landlord shall not
be liable in damages or otherwise for any interruption in the supply of any
utility or service to the Leased Premises, nor shall any such interruption
constitute any ground for constructive eviction or an abatement of any of the
rents reserved hereunder.

Article 7

Repair, Maintenance and Replacement

Tenant, at its sole cost and expense, shall take good care of
the Leased Premises and of all buildings, structures, improvements, fixtures
and equipment now or hereafter located thereon, interior and exterior, and keep
the same and all parts thereof, including without limiting the generality
thereof, the roof, roof membrane and subroofing, foundations, exterior walls,
parking areas, the grounds, landscaped areas, (grass cutting, lawn and
shrubbery maintenance, tree and plant watering and care),

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drainage ditches, and ▇▇▇▇▇▇, gutters, downspouts, glass, structural and
interior and exterior portions of the buildings and the plumbing, sprinkler
system, heating, air conditioning, wiring and other systems therein and
facilities thereof and all sidewalks, parking areas, driveways, passageways and
alleys adjacent thereto and other appurtenances thereunto belonging, and all
fixtures, machinery and equipment which constitute any part of the Leased
Premises, together with any and all alterations, additions and improvements
therein and thereto, in at least as good order and condition as exists on the
date hereof, suffering no waste or injury; and shall, at Tenant's sole cost and
expense, perform all maintenance and promptly make all needed repairs and
replacements, extraordinary as well as ordinary, structural or otherwise,
foreseen or unforeseen, in and to any of the foregoing and the buildings,
structures or improvements now or hereafter located thereon, including streets,
sidewalks, curbs and gutters, vaults, water, sprinkler systems, sewer and gas
connections, plumbing, pipes and mains, and all other fixtures, machinery and
equipment (including the lighting, electrical, heating, ventilation and
air-conditioning systems) now or hereafter belonging to or connected with the
Leased Premises or used in their operation. All such maintenance, repairs and
replacements shall be of first-class quality sufficient for the proper
maintenance and operation of the Leased Premises. Tenant shall keep and
maintain the Leased Premises in a clean and safe condition, and Tenant shall
not permit the accumulation of waste or refuse matter, nor permit anything to
be done or allow any condition to exist which would invalidate or prevent the
procurement of any insurance policies which may at any time be required
pursuant to the provisions of this Lease. Tenant shall not obstruct or permit
the obstruction of any parking areas, streets or sidewalks located on or
adjoining the Leased Premises, and shall keep such parking areas, streets and
sidewalks free of snow and ice.

In addition, Tenant shall, during the term of this Lease,
perform the periodic preventive maintenance recommended by such systems'
manufacturers. Both maintenance and preventive maintenance shall be performed
by such contractors as are recommended by Landlord or such other entities as
are mutually agreed upon by the parties hereto. Tenant shall, on January 1 of
each year while Tenant is in occupancy of the Premises, provide Landlord with
evidence of an executed preventive maintenance contract for all mechanical
equipment (HVAC) provided. Tenant shall pay for the annual mechanical
equipment inspection fees, if any, imposed by any governmental authority.

Tenant agrees to keep the interior of the Leased Premises,
including all plate glass windows, doors, dock bumpers, levelers, and seals in
good repair as well as the floors and floor drains.

Landlord reserves the right to take video footage of the
condition of the Leased Premises as of the Commencement Date, a

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copy of which shall be provided to Tenant and shall be an exhibit hereto.

On the default of Tenant of its obligations to maintain and
repair the Leased Premises as set forth above for a period of fifteen (15) days
after written notice from Landlord demanding cure of same, Landlord may, but
shall not be required to, cause all required maintenance, repairs or
replacements to be made, for Tenant's account, and Tenant shall promptly pay
Landlord all costs incurred plus an administrative fee of fifteen percent (15%)
of such costs and said amount shall constitute and be collectible as additional
rent hereunder.

Article 8

Alterations

Tenant shall not make any exterior or structural alterations,
improvements, or additions to the Leased Premises in excess of $125,000 without
obtaining Landlord's prior written consent, which consent shall not be
unreasonably withheld. Such exterior or structural alterations, improvements,
or additions, if consented to by Landlord, shall be made under the supervision
of an architect or engineer reasonably satisfactory to Landlord and in
accordance with plans and specifications approved by Landlord. Tenant shall
not make any interior or nonstructural alterations, improvements, or additions
to the Leased Premises in excess of $125,000 without obtaining Landlord's prior
written consent which shall not be unreasonably withheld.

All alterations, improvements, and additions made to the
Leased Premises shall be effected with due diligence, in a good and workmanlike
manner employing appropriate new materials and in compliance with all
applicable governmental and insurance requirements and shall be promptly and
fully paid for by Tenant; and no alterations, improvements, or additions made
to the Leased Premises shall change the general character of the Leased
Premises, impair its usefulness, or reduce the fair market value thereof below
its value immediately before such alteration, improvement, or addition. Prior
to proceeding with any alteration, improvement or addition requiring Landlord's
consent hereunder, Tenant shall at Landlord's request furnish Landlord with
satisfactory evidence of worker's compensation insurance in statutory limits of
Tenant, or any contractor or subcontractor performing work for Tenant on the
Leased Premises, as well as satisfactory evidence of all insurance coverage
required to be maintained by Tenant under this Lease. In addition, Landlord
may require that before commencement or continuance of such alteration,
improvement or addition, Tenant furnish Landlord with such security or
performance bond as Landlord shall request in order to assure completion of
same and protect against any and all liens, chattel mortgages and security
interests arising in connection therewith.

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Article 9

Covenant Against Liens

Tenant shall do all things necessary to prevent the filing of
any mechanics', materialmen's or other liens against the Leased Premises by
reason of any work, labor, services or materials performed or supplied or
claimed to have been performed or supplied to Tenant, or anyone holding the
Leased Premises, or any part thereof, through or under Tenant. Tenant shall
pay and obtain a release of record of any such lien, by payment thereof or if
Tenant intends to contest the lien by filing a bond or other security or
collateral reasonably acceptable to Landlord, within thirty (30) days after the
date of filing thereof, failing which, and in addition to any other rights of
Landlord hereunder, Landlord shall have the right to vacate and release the
same and charge the cost thereof (including attorneys' fees) to Tenant, such
charge to be due and payable upon demand. Tenant shall defend, indemnify and
hold Landlord harmless from and against any and all liability, loss, damage,
cost and expense (including court costs and attorneys' fees) arising out of or
in connection with any such lien or the enforcement or removal thereof.

Article 10

Landlord's Right of Entry

Landlord and Landlord's employees, agents and contractors, and
their respective employees and agents, shall be permitted during the Lease Term
to inspect the Leased Premises, after first giving Tenant such notice as is
reasonable under the circumstances, (except in the case of an emergency when
prior notice shall not be required), during reasonable business hours (except
in the case of an emergency) for the purposes of (a) ascertaining the condition
of the Leased Premises; (b) making semi-annual mutual inspections; (c)
inspecting any replacements or repairs or the performing any other act as may
be required of Landlord or Tenant under the terms of this Lease; and (d)
showing the Leased Premises to prospective tenants, purchasers or mortgagees.

Article 11

Taxes

Tenant shall, (subject to Tenant's right to contest as set
forth hereafter), in all instances, pay and discharge at its sole expense, all
duties, taxes, assessments, impositions, or charges of any kind, license and
permit fees, and other governmental levies and charges of every kind and nature
whatsoever, general and special, extraordinary as well as ordinary, whether
foreseen or unforeseen, which shall during the Lease Term be laid, levied,
assessed, imposed, become due and payable, or

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liens upon, or arise in connection with the ownership, use, occupancy or
possession of the Leased Premises, or any part thereof, or any appurtenances
thereto, or the streets, sidewalks, vaults, curbs and gutters adjoining the
Leased Premises, or the leasehold estate hereby created, by virtue of any
present or future law, ordinance, order, regulation, rule or requirement of any
government (whether federal, state or local), municipality or other
governmental authority, including any agency or department thereof. In
addition, Tenant shall pay and discharge any and all taxes and other charges
levied, assessed or imposed upon the fixtures, furnishings, equipment and all
other personal property of Tenant in, upon or about the Leased Premises, and
any license or excise covering business conducted in the Leased Premises. The
duties, taxes, assessments, impositions, charges, fees and payments
above-described are sometimes referred to herein collectively as "Impositions".
Nothing contained herein shall require Tenant to pay any inheritance, estate,
succession, transfer, gift, franchise, corporation, income or profit tax or
capital levy that is or may be imposed upon Landlord, unless such described tax
shall be levied upon the rent herein reserved, or otherwise imposed on
Landlord, in replacement of or substitution for any Impositions as are
presently levied, assessed or imposed.

All Impositions shall be paid by Tenant to the governmental
authorities charged with the collection thereof on or before the last day upon
which the same may be paid without interest or penalty for the late payment
thereof and Tenant shall forward a copy of the paid tax ▇▇▇▇ to Landlord within
thirty (30) days of such payment to the applicable governmental authority. In
the case of Impositions which may be payable in installments, installments
shall be payable within the longest period provided by law, be prorated with
Tenant charged during the term hereof, and Tenant shall only be obligated to
pay such installments as the same fall due during the Lease Term.

Any real estate taxes or water and sewer rents imposed for the
applicable fiscal tax period in which the Lease Term begins or ends shall be
prorated and adjusted between Landlord and Tenant.

Landlord shall forthwith forward to Tenant all applicable tax
bills as received by Landlord or cause the same to be directly sent to Tenant
and Tenant shall provide to Landlord within sixty days (60) after the due date
for payment of such Imposition, reasonable evidence that such Imposition has
been timely paid. If the present method of assessing, levying or charging
general public revenue or taxes against or upon the Leased Premises shall be
changed during the term of this Lease so that such taxes, assessments or
charges, instead of being assessed or levied directly against the land or
improvements constituting the Leased Premises, be levied, assessed or charged
in lieu thereof, in whole or in part, against Landlord's reversionary interest
in the same or against the rent or income arising from the use or occupancy of
the Leased Premises, then in such event, Landlord shall forthwith timely advise
Tenant of each such change, and Tenant shall pay

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every such Imposition so made, subject always to Tenant's right to contest such
change as permitted hereafter. All such Impositions for any fractional year
within the term of this Lease shall be prorated between Landlord and Tenant on
a pro rata basis, with Tenant paying only such portions thereof which are
properly allocable to the term of this Lease.

Tenant shall have the right, in its or Landlord's name, to
contest in good faith the validity of any Imposition, or the method of
assessment thereof, which Tenant is required to bear, pay and discharge
hereunder, and for that purpose shall have the right to institute such
proceedings in name of Landlord as it may deem necessary, provided that
expenses incurred by reason thereof shall be paid by Tenant. Tenant further
agrees that it shall diligently prosecute such contest, at all times
effectually stay or prevent any official or judicial sale of the Leased
Premises, under execution or otherwise, and pay any final judgment enforcing
such contested Imposition and thereafter promptly procure record satisfaction
or release thereof. Tenant further agrees that if it becomes necessary to
institute an action in a court of competent jurisdiction in order to contest
such Imposition then, in that event, it shall give Landlord at least ten (10)
days' prior written notice of its intention to institute such action and at the
same time furnish Landlord a bond in such amount as Landlord may designate,
executed by a corporate surety licensed to do business in the state where the
Leased Premises are located and acceptable to Landlord, indemnifying and
protecting Landlord and any other person now or hereafter having any interest,
whether as security for indebtedness or otherwise, in the Leased Premises from
and against all liability, loss, damage, cost and expense of whatever kind or
nature growing out of or in any way connected with the fee, tax, assessment or
other charge complained of or the contest thereof.

Article 12

Insurance

Tenant agrees to secure, maintain and keep in force at all
times during the Lease Term, at Tenant's sole cost and expense, the following
policies of insurance:

(a) Direct Property Damage Insurance covering the
building and other improvements (including leasehold
improvements) on the Leased Premises to the extent of one
hundred percent (100%) of the full replacement cost thereof,
exclusive of the cost of excavations, foundations, and
footings and all improvements and fixtures required to be
insured by Tenant pursuant to Article 12(c) hereof, providing
protection against perils that are covered under standard
insurance industry practices within the classification of all
risk property damage insurance. Such insurance shall name as
an

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additional insured Landlord and any other parties in interest
as may be from time to time designated in writing by notice
from Landlord to Tenant. In addition, such insurance shall be
made payable to Tenant, Landlord and such additional parties
in interest from time to time designated by Landlord to
Tenant, as their interest may appear.

(b) Comprehensive General Liability Insurance
covering the Leased Premises and Tenant's use thereof against
claims for bodily injury or death, property damage or personal
injury, however caused, with a combined single limit of not
less than two million dollars ($2,000,000) for bodily injury
and property damage. Such insurance shall, in addition to
premises and operations liability, include contractual
liability insurance to cover all contractual liability assumed
by Tenant under or by virtue of this Lease (including, without
limitation, Article 15 hereof), broad form property damage,
loss of rental income, Product and Completed operations
liability. In addition, motor vehicle liability coverage with
not less than $1 million dollar policy limits shall be kept in
force by Tenant at all times during the term of this Lease.
All such insurance shall name as an additional insured
Landlord and any other parties in interest as may be from time
to time designated in writing by notice from Landlord to
Tenant. In addition, such insurance shall be made payable to
Tenant, Landlord and such additional parties in interest from
time to time designated by Landlord to Tenant, as their
interest may appear.

Tenant shall further maintain, at its sole cost
during the term of this Lease Excess or Umbrella Liability
insurance with minimum limits of $10 million; naming Landlord
as an additional insured.

(d) Comprehensive Boiler and Machinery insurance
coverage, covering all boilers, pressure vessels, production
equipment, air-conditioning equipment and electrical equipment
which serve the Leased Premises, with per occurrence limits of
not less than two million dollars ($2,000,000).

(e) Workers' Compensation Insurance (including
occupational disease insurance) as may be from time to time
required by the laws of the state in which the Leased Premises
are located;

(f) Employers' Liability Insurance with a per
occurrence limit of not less than $500,000;

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All such policies of insurance shall be issued by insurance
companies licensed and admitted to do business in the State in which the Leased
Premises are located, which are reasonably acceptable to Landlord and having a
rating of A+ or better. In addition, all such policies of insurance shall
contain an endorsement providing that such insurance may not be materially
changed, amended or cancelled except after thirty (30) days' prior written
notice from the insurance company to Landlord, sent by registered mail or
nationally recognized overnight courier (e.g. Federal Express). The original
policy or policies shall be made available, from time to time, upon request of
Landlord to review and/or copy and Tenant shall deliver to Landlord together
reasonably satisfactory evidence of payment of the premium thereof, on or
before the commencement date of the Lease Term. Prior to expiration of each
policy term, Tenant shall deliver to Landlord written proof of renewal or
continuation of the policies and will deliver to Landlord certificates of
insurance within 20 days after renewal or issuance of the policies. If Tenant
at any time fails or refuses to procure and maintain the required amount of
insurance, then Landlord may, immediately and without notice to Tenant, obtain
same for and on behalf of Tenant and charge the cost thereof to Tenant, such
charge to be due and payable upon demand.

Except for the intentional acts of the Landlord, Tenant, and
all parties claiming under or through Tenant, hereby expressly releases and
discharges Landlord from any claim or liability, whether based on negligence or
any reason whatsoever, for any personal injury, property damage, or other loss
covered by Tenant's insurance. The aforesaid release shall apply only when
permitted by the applicable policy of insurance. All policies of Tenant shall
contain an endorsement containing an express waiver of any right of subrogation
by the insurance company against Landlord, provided that this waiver shall not
be applicable if it has the effect of invalidating any insurance coverage of
Landlord or Tenant, or if the applicable insurance policies do not contain a
clause to the effect that this waiver shall not affect the right of the insured
to recover under such policies.

Article 13

Escrow

Notwithstanding the provisions of this Lease, if Tenant, or
any successor or assignee then a tenant under this Lease as the Tenant, shall
fail at any time during the term of this Lease to maintain a net worth in
excess of one hundred million dollars (as determined in accordance with
generally accepted accounting principles), then Landlord may upon written
notice to Tenant require Tenant for the remainder of the Lease Term,
(notwithstanding a subsequent net worth in excess of one hundred million
dollars) to (i) deliver the security deposit required under Article 2; (ii)
carry a deductible not greater than $10,000 under the property damage insurance
described in Article 12(a); and (iii) pay to Landlord for each calendar year
during the Lease Term the

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amount of the Impositions imposed upon the Leased Premises and the amount of
premiums for all insurance policies required to be provided by Tenant
hereunder, in equal monthly installments on the first day of each month during
the Lease Term. Such monthly payments shall in the first instance be
reasonably estimated by Landlord based on the Impositions and premiums paid for
the prior year, with appropriate adjustments made at least annually thereafter.
No interest shall be paid by Landlord to Tenant on such monthly payments, but
they will be kept by Landlord in a separate escrow account, the funds thereof
shall be employed by Landlord to pay Impositions and premiums as they mature.
If at any time the funds held by Landlord shall be insufficient to pay any and
all Impositions and premiums as the same shall mature, Tenant shall, within ten
(10) days after notice thereof from Landlord, deposit with Landlord an amount
sufficient to make up any deficiency therefor. Tenant represents that its
present net worth is in excess of one hundred million dollars.

Article 14

Indemnity

Tenant hereby agrees to defend, pay, indemnify and save free
and harmless Landlord, its officers, directors, agents and employees, from and
against any and all claims, demands, fines, suits, actions, proceedings,
orders, decrees and judgments of any kind or nature by or in favor of anyone
whomsoever and from and against any and all costs and expenses incurred by
Landlord, including attorneys' and other professional fees, resulting from or
in connection with any of the following unless the same are caused by
Landlord's intentional acts: (a) any accident, bodily injury, death, personal
injury of any kind, or property damage arising, directly or indirectly, out of
or from or on account of any occurrence in, upon, at or about the Leased
Premises and the adjoining parking areas, sidewalks, streets, vaults and
passageways; (b) any accident, bodily injury, death, personal injury or
property damage arising, directly or indirectly, in connection with Tenant's
operation and conduct of business in the Leased Premises; (c) any use,
occupancy, nonuse or condition of the Leased Premises; and (d) any failure on
the part of Tenant to perform or comply with any of the agreements, terms,
covenants and conditions of this Lease.

Except for the intentional acts of Landlord, Landlord shall
not be liable for any damage or injury to the person, business (or any loss of
income therefrom), goods, wares, merchandise or other personal property of
Tenant, Tenant's employees, agents, invitees and customers, or any other
occupant of the Leased Premises; nor for any failure of a water supply, gas,
electric current or any other utility, nor for any damage occasioned by failure
to keep the building, property or Leased Premises in repair. Landlord shall
not be liable to Tenant for any damage to person or property done or occasioned
by or from electric current, plumbing, gas, water, steam or sewage, odors, or
the

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bursting, leaking, running or failure of operation of any radiator, tank, water
closet, washstand, waste pipe, air conditioning or any other apparatus in,
above, upon or about the building, property or Leased Premises, nor for damage
or injury to person or property occasioned by water, snow, or ice being upon
any roof, sidewalk or entrance way, or being upon or coming through such
entrance way or any skylight, trap door or any other opening in the building,
property or Leased Premises, nor for loss resulting from theft or mysterious
disappearance, action of the elements, or any interference with light or air,
nor for any damages arising from the omission, action or negligence of Tenant,
co-Tenants or other occupants of the building or of any owners or occupants of
adjacent or contiguous property or acts of negligence by Landlord.

In case any action, suit or proceeding is brought against
Landlord by reason of any such occurrence as described in this Article 14,
Tenant or Tenant's insurer, upon Landlord's request, will at no expense to
Landlord resist and defend such action, suit or proceeding or cause the same to
be resisted and defended by counsel designated by Tenant and approved by
Landlord. The obligations of Tenant under this Article shall survive any
termination of this Lease.

Article 15

Damage or Destruction

In the event of any damage or loss to the Leased Premises,
Tenant shall give immediate written notice thereof to Landlord. If the
building on the Leased Premises shall at any time be damaged or destroyed by
fire or other cause whatsoever, Tenant shall promptly repair or rebuild same at
Tenant's expense, so as to make the building at least equal in value to the
building existing immediately prior to such occurrence and as nearly similar to
it in character as shall be practicable and reasonable; and Tenant shall do so,
even though the proceeds of any insurance policies shall be insufficient to
reimburse Tenant therefor.

There shall be no abatement of rent pending any repairs or
rebuilding, nor shall Tenant's obligations hereunder be terminated,
notwithstanding any destruction or damage to the Leased Premises.

Before beginning such repairs or rebuilding, or letting any
contracts in connection therewith, Tenant shall submit for Landlord's approval,
which approval shall not be unreasonably withheld or delayed, complete and
detailed plans and specifications thereof and a listing of all contractors and
subcontractors intended to perform any part of the work. Promptly after
receiving Landlord's approval, Tenant shall begin such repairs or rebuilding
and shall prosecute the same to completion with due diligence. All work shall
be done in a good and workmanlike manner employing appropriate new materials in
accordance with the plans and specifications approved by Landlord, and in
compliance with all

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applicable governmental and insurance requirements. Landlord, its employees,
agents and authorized architects and engineers shall have the right, at any
time during the performance of the work, to inspect the building and the
contracts, plans, specifications, drawings and all other records of Tenant, its
architect, contractors and subcontractors, relating to such repairs or
rebuilding. If Landlord or its authorized representative shall determine that
the work is not being done in accordance with the plans and specifications
approved by Landlord, then upon notice to Tenant specifying any deficiency,
Tenant shall take all steps necessary to promptly correct any such deficiency.
The reasonable charges of any architect or engineer of Landlord employed to
pass upon any plans and specifications and to supervise and approve any
construction shall be paid by Tenant as a cost of the repair or rebuilding.

Notwithstanding the foregoing in this Article 15, in the event
of a casualty for which the amount of damages to the improvements of the Leased
Premises exceeds an amount equal to eighty percent (80%) of the assessed fair
market value of such improvements on the Leased Premises (as determined by the
Real Estate Tax Assessor's office of the county in which the Leased Premises is
located), immediately prior to such casualty; then Landlord may elect within
sixty (60) days of such casualty upon written notice to Tenant to either (i)
require Tenant to rebuild as set forth above in Article 15; or (ii) terminate
the Lease and retain the insurance proceeds; whereupon neither party shall have
any further liability or obligation to the other, except as otherwise provided
elsewhere in this Lease.

Article 16

Condemnation

If the whole of the Leased Premises shall be acquired or taken
by eminent domain for any public or quasi-public use or purpose, or by private
purchase in lieu thereof, then this Lease and the Lease Term hereof shall
automatically cease and terminate as of the date of title vesting in such
proceedings. If only a part of the Leased Premises shall be so acquired or
taken and the remainder is untenantable for the purpose for which Tenant has
been using the Leased Premises then either party shall have the option to
terminate this Lease upon ninety (90) days prior written notice to the other.
If only a part of the Leased Premises shall be so acquired or taken and the
remainder is tenantable for the purpose for which Tenant has been using the
Leased Premises, then this Lease and all of the terms and provisions hereof
shall continue in full force and effect, except that the net annual rental
shall be reduced in the same proportion that the floor area of the building
forming a part of the Leased Premises taken bears to the original floor area of
such building demised hereunder, and Landlord shall, upon receipt of the award
in condemnation, make all necessary repairs or alterations to the building so
as to constitute the remaining premises a complete architectural unit;
provided,

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however, that Landlord, in any event, shall not be required to spend for such
repair and alteration work an amount in excess of the respective amounts
received by Landlord (free and clear of all claims of mortgagees and ground or
underlying lessors and Landlord's costs and professional fees from the action)
as damages for the taking of such part of the Leased Premises. The taking or
condemnation of any parking areas or other open space of the Leased Premises or
any sale, grant, dedication or taking of peripheral or perimeter parts or
portions of the Leased Premises for road widening or road improvement purposes
or for the installation of utilities shall not affect this Lease and Tenant
shall not, in any such event, be entitled to compensation, diminution or
abatement of any rent or other charges.

All damages or compensation awarded or paid for any taking or
condemnation, whether for the whole or a part of the Leased Premises or any
part of the land, buildings and improvements constituting the Leased Premises,
shall belong to and be the property of Landlord without any participation by
Tenant, whether such damages or compensation shall be awarded or paid for
diminution in value of the fee or any interest of Landlord in any ground or
underlying lease covering the Leased Premises or in the leasehold estate
created hereby. Tenant hereby expressly waives and relinquishes all claims to
such award or compensation, or any part thereof, and of the right to
participate in any such condemnation proceedings against the owners of any
interest in the Leased Premises; provided, however, that nothing herein
contained shall be construed to preclude Tenant from prosecuting any claim
directly against the condemning authority, but not against Landlord, for the
value of or damages to and/or the cost of removal of Tenant's property upon the
expiration of the Lease Term, as may be recoverable by Tenant in Tenant's own
right so long as no such claim shall diminish or otherwise affect Landlord's
award. Provided, however, that if as a result of such taking Tenant is
required to replace the parking area or provide new access, in order to use the
Premises in substantially the same manner as before the taking, the cost
incurred by Tenant for such replacement shall be prorated against the rent
becoming due over the remainder of the Lease Term. Tenant shall provide
Landlord with written documentation of such costs reasonably acceptable to
Landlord prior to any such adjustment of rent. Landlord may also elect to
provide an adjacent replacement area, in lieu of the above remedy for Tenant.

Article 17

Mortgaging; Assignment; Subletting

Neither Tenant nor its legal representatives or successors in
interest, by operation of law or otherwise, shall assign, mortgage or otherwise
transfer or encumber this Lease or any interest therein, or sublet or otherwise
permit the Leased Premises or any part thereof to be used or occupied by others
except (i) with the prior written consent of Landlord, which shall

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not be unreasonably withheld, or (ii) to another entity controlled by Tenant.
Any consent by Landlord to any act of mortgaging, assignment or subletting
shall apply only to the specific action authorized. Such consent shall not be
construed as a waiver of the duty of Tenant, its representatives, successors or
assigns, to obtain Landlord's consent to any other or subsequent mortgaging,
assignment or subletting. Any attempted mortgaging, assignment or subletting
without Landlord's prior written consent shall be void and be deemed an Event
of Default hereunder. Any mortgaging, assignment or subletting as permitted by
(i) or (ii) above, will not release or discharge Tenant from any liability
whatsoever under this Lease, and Tenant will remain liable for the performance
and observance of each and every agreement, term, covenant and condition of
this Lease.

In the event that Tenant, upon Landlord's prior written
consent, shall sublet the Leased Premises for a rental in excess of the rent
provided for herein from Tenant to Landlord, then notwithstanding any other
provision contained in this Lease to the contrary, the rent provided for herein
shall automatically be increased during the term of such sublease to a sum
equal to the amount of rent payable under such sublease. In the event that
Tenant shall receive any valuable consideration for an assignment of the
Tenant's interest in this Lease, then, notwithstanding any other provision
contained in this Lease to the contrary, Tenant shall pay to Landlord as
additional rent hereunder the amount of consideration thereby received.

Landlord shall have the right to assign this lease at any
time, upon written notice to Tenant, whereupon Landlord shall be released from
all further or other obligations or liabilities subsequently arising from and
after the date of such assignment. Assignee will assume the Landlord's
obligations under the terms of the Lease. The Assignee of the Landlord shall
have a net worth equal to the then net worth of the Landlord as determined in
accordance with generally accepted accounting practices. Landlord shall
provide Tenant with written notice of any assignment of this Lease.

Article 18

Subordination and Attornment

The rights of Tenant under this Lease shall, at Landlord's
election, be subject and subordinate at all times to all ground leases and/or
underlying leases, if any, now or hereafter in force against the Leased
Premises or any part thereof, and to the lien of any mortgage or mortgages now
or hereafter in force against such leases and/or the Leased Premises, and to
all advances made or hereafter to be made upon the security thereof, and to all
renewals, modifications, consolidations, replacements and extensions thereof.
The term "mortgages" as used in this Lease shall be deemed to include trust
indentures and deeds of trust.

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The aforesaid provisions shall be self-operative upon notice of election by
Landlord to Tenant and no further instrument of subordination shall be
required. Tenant hereby irrevocably appoints Landlord attorney-in-fact for
Tenant with full power and authority to execute and deliver in the name of the
Tenant any such instrument or instruments.

Tenant agrees that in the event of a sale, transfer or
assignment of Landlord's interest in the Leased Premises, or in the event that
any proceedings are brought for the foreclosure of or exercise of any power of
sale under any mortgage affecting the Leased Premises, or if a deed in lieu
thereof be given, or in the event any ground or underlying lease is cancelled
or terminated, Tenant shall attorn to and recognize such transferee, purchaser,
mortgagee or other party in interest as Landlord under this Lease and to affirm
this Lease so long as such transferee agrees not to disturb Tenant's rights
under this Lease.

Article 19

Estoppel Certificates

Tenant agrees, at any time and from time to time, upon not
less than ten (10) days prior written notice from Landlord, to execute,
acknowledge and deliver to Landlord a statement in writing certifying that this
Lease is unmodified and in full force and effect (or if there have been
modifications that the same is in full force and effect as modified and stating
the modifications), the dates to which the rent and other charges have been
paid in advance, if any, and such other matters pertaining to this Lease as may
be requested by Landlord. It is understood and agreed that Tenant's obligation
to furnish such estoppel certificate in a timely fashion is a material
inducement for Landlord's execution of this Lease. Tenant does hereby appoint
Landlord as its attorney-in-fact to execute any such estoppel certificate. It
is intended that any such statement delivered pursuant to this Article may be
relied upon by present or prospective mortgagees, purchasers, ground lessors or
any assignee of any of the foregoing in connection with Landlord's interest in
the Leased Premises.

Article 20

Quiet Enjoyment

Tenant upon paying the rents reserved and performing and
observing all other agreements, terms, covenants and conditions of this Lease
on Tenant's part to be performed and observed hereunder, shall peaceably and
quietly have, hold and enjoy the Leased Premises during the Lease Term,
subject, nevertheless to any ground leases, mortgages, agreements or
encumbrances to which this Lease is or may be subordinated.

Article 21

Cure of Tenant's Default

If Tenant shall fail to make any payment or perform any act
required hereunder to be made or performed by Tenant hereunder, then Landlord
may, but shall be under no obligation to, after such notice to Tenant and
expiration of any applicable cure period as may be provided for under Article
22 of this Lease, make such payment or perform such act with the same effect as
if made or performed by Tenant. Entry by Landlord upon the Leased Premises for
such purpose shall not waive or release Tenant from any default or obligation
hereunder. Tenant shall reimburse Landlord for all sums so paid and all costs
incurred, including attorneys' fees, upon Landlord's demand therefor.

Article 22

Default

If any one or more of the following events (herein referred
to as an "Event of Default") shall occur:

(a) if default be made in the due and punctual
payment of any rent or other charges, or any part hereof,
payable to Landlord hereunder, when and as the same shall
become due, and such default shall continue for a period of
five (5) days;

(b) if this Lease be mortgaged, assigned or the
Leased Premises or any part thereof be sublet, either
voluntarily or by operation of law, without Landlord's prior
written consent as set forth in Article 17 hereof;

(d) if Tenant shall fail to observe, perform or
comply with any of the terms, covenants and conditions in this
Lease other than those provided in subparagraphs (a), (b) and
(c) above, within thirty (30) days after notice from Landlord
specifying the nature of such default; provided, however, that
no Event of Default shall be deemed to occur so long as the
curing of such default reasonably may not be completed within
such thirty (30) day period and Tenant has commenced to cure
such default and thereafter with reasonable diligence pursues
its efforts to cure and does so cure within ninety (90) days;

(e) if Tenant shall file a voluntary petition in
bankruptcy or shall be adjudicated a bankrupt or insolvent, or
shall file any petition or answer seeking any reorganization,
readjustment, liquidation, dissolution or similar relief under
any bankruptcy or

insolvency statute or law of the United States or any State,
or shall seek or consent to or acquiesce in the appointment of
any bankruptcy or insolvency trustee, receiver or liquidator
of Tenant or of all or any substantial part of its properties
or of the Leased Premises;

(f) if within sixty (60) days after the
commencement of any involuntary proceeding against Tenant
seeking any reorganization, readjustment, liquidation,
dissolution or similar relief under any bankruptcy or
insolvency statute or law, Tenant fails to secure a dismissal
and discharge thereof; or

(g) if there shall be an "Event of Default" (as
defined therein) under the Lease dated February 26, 1997,
between A & A Urban Renewal and ▇▇▇▇▇▇▇ Foods, Inc. and the
Lease dated February 26, 1997, between Jersey Pride Foods
Urban Renewal and ▇▇▇▇▇▇▇ Foods, Inc. (relating to certain
premises located in New Jersey) which Event of Default under
such other lease is not promptly cured within the applicable
cure period, if any.

then and in any such event Landlord, at its option, may at any time thereafter
(in addition to and/or as an alternative to all other legal remedies):

(a) immediately terminate this Lease and Tenant's
right to possession of the Leased Premises; or

(b) terminate only the Tenant's right to
possession of the Leased Premises, without terminating this
Lease or releasing Tenant in whole or in part from Tenant's
obligations hereunder for the full term hereof; or

(c) without terminating this Lease or Tenant's
right to possession of the Leased Premises, enter upon the
Leased Premises and do and perform whatever Tenant is
obligated to do under the terms of this Lease.

In the event Landlord exercises its rights under subparagraph
(a) or (b) immediately above, Tenant shall quit and peacefully surrender the
Leased Premises to Landlord, and Landlord, upon or at any such expiration or
termination, may without further notice, enter upon and reenter the Leased
Premises and possess and repossess itself thereof, as provided by law,
dispossess Tenant and remove Tenant and all other persons and property from the
Leased Premises and may have, hold and enjoy the Leased Premises and the right
to receive all rental income of and from the same, and further, Landlord may
collect damages in accordance with the law.

If Tenant's right to possession of the Leased Premises shall
be terminated pursuant to this Article 22, by summary proceedings or otherwise,
Landlord may in its own name, as agent for Tenant if this Lease not be
terminated, or if this Lease be terminated, in its own behalf, enter into
possession of and relet the Leased Premises or any part thereof, or said
premises with additional premises, for such term or terms (which may be greater
or less than the period which would otherwise have constituted the balance of
the Lease Term) and on such conditions (which may include concessions, free
rent and/or alterations of the Leased Premises) as Landlord, in its
uncontrolled discretion, may determine and may collect and receive the rents
therefor. Landlord shall in no way be responsible or liable for any failure to
relet the Leased Premises or any part thereof, or of any failure to collect any
rent due upon such reletting.

No such expiration or termination of this Lease, or
termination of Tenant's right of possession thereunder, shall relieve Tenant of
its liability and obligations under this Lease, unless otherwise agreed to in
writing by Landlord, whether or not the Leased Premises shall be relet. Upon
an event of default, Tenant shall pay Landlord the rent and all other charges
required to be paid hereunder by Tenant up to the time of such event.
Thereafter:

(a) Tenant, until the end of the Lease Term, or
what would have been such term in the absence of any such
event, shall be liable to Landlord as damages for Tenant's
default, the equivalent of the amount of the rent and other
charges which would be payable under this Lease by Tenant if
this Lease were still in effect, less the net proceeds of any
reletting effected pursuant to the provisions hereof, after
deducting all of Landlord's expenses in connection with such
reletting, including, without limitation, all repossession
costs, brokerage and management commissions, operating
expenses, legal expenses, reasonable attorneys' fees, and
expenses of preparation of such reletting. Tenant shall pay
such damages (herein called "deficiency") to Landlord monthly
on the days on which the net rent would have been payable
under this Lease if this Lease were still in effect, and
Landlord shall be entitled to recover from Tenant each monthly
deficiency as the same shall arise.

(b) At any time after the expiration or
termination of this Lease, in lieu of collecting any further
monthly deficiencies as aforesaid, Landlord shall be entitled
to recover from Tenant, and Tenant shall pay to Landlord, on
demand, as liquidated damages and not as a penalty, an amount
equal to the difference between the total rental and other
benefits which would have accrued to Landlord under this Lease
from the date of termination to the date of the expiration of
the original term demised and the then fair and reasonable
rental value of the Leased

Premises for the same period. Tenant shall remain
liable for any monthly deficiencies not previously recovered
by Landlord. In the computation of such liquidated damages,
the difference between any installment of rent thereafter
becoming due and the fair and reasonable rental value of the
Leased Premises for the period for which such installment was
payable shall be discounted to the date of termination at the
rate of not more than five percent (5%) per annum.

If the Leased Premises or any part thereof be relet by
Landlord for the unexpired term of this Lease, or any part thereof, before
presentation of proof of such liquidated damages to any court, commission or
tribunal, the amount of rent reserved upon such reletting shall prima facie be
the fair and reasonable rental value for the part or the whole of the Leased
Premises so relet during the term of the reletting. Nothing herein contained
shall limit or prejudice the right of Landlord to prove for and obtain as
liquidated damages by reason of such termination, an amount equal to the
maximum allowed by any statute or rule of law in effect at the time when, and
governing the proceedings in which, such damages are to be proved, whether or
not such amount be greater, equal to, or less than the amount of the difference
referred to above.

If this Lease be terminated by summary proceedings or
otherwise, or if Tenant's right to possession of the Leased Premises shall be
terminated, and whether or not the Leased Premises be relet, Landlord shall be
entitled to recover from Tenant, and Tenant shall pay to Landlord, in addition
to any damages becoming due under this Article 22, the following: an amount
equal to all expenses, if any, including reasonable attorneys' fees, incurred
by Landlord in recovering possession of the Leased Premises, (whether or not
litigation be commenced in aid thereof), and all costs and charges for the care
of said Leased Premises while vacant, which damages shall be due and payable by
Tenant to Landlord at such time or times as such expenses are incurred by
Landlord.

Tenant hereby expressly waives, so far as permitted by law,
the service of any notice of intention to reenter provided for in any statute
and except as is herein otherwise provided Tenant, for and on behalf of itself
and all persons claiming through or under Tenant (including any leasehold
mortgagee or other creditor), also waives any and all right of redemption or
reentry or repossession in case Tenant shall be dispossessed by a judgment or
by warrant of any court or judge or in case of reentry or repossession by
Landlord or in case of any expiration or termination of this Lease. The terms
"enter," "reenter," "entry" or "reentry" as used in this Lease are not
restricted to their technical legal meanings.

Tenant hereby waives all right to trial by jury in any action
or proceeding hereafter instituted by Landlord against Tenant with respect to
this Lease or the Leased Premises. Tenant

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agrees not to interpose any counterclaim of any nature or description in any
action or proceeding. The foregoing, however, shall not be construed as a
waiver of Tenant's right to assert any claim in a separate action or proceeding
instituted by Tenant.

In the event of any breach or threatened breach by Tenant of
any of the agreements, terms, covenants or conditions contained in this Lease,
Landlord shall be entitled to enjoin such breach or threatened breach and shall
have the right to invoke any right and remedy allowed at law or in equity or by
statute or otherwise as though reentry, summary proceedings, and other remedies
were not provided for in this Lease.

Article 23

No Waiver

No failure by Landlord to insist upon the strict performance
of any agreement, term, covenant or condition hereof or to exercise any right
or remedy consequent upon a breach thereof, and no acceptance of full or
partial rent during the continuance of any such breach, shall constitute a
waiver of any such breach or of such agreement, term, covenant or condition.
No agreement, term, covenant or condition hereof to be performed or complied
with by Tenant, and no breach thereof, shall be waived, altered or modified
except by a written instrument executed by Landlord. No waiver of any breach
shall affect or alter this Lease, but each and every agreement, term, covenant
and condition hereof shall continue in full force and effect with respect to
any other then existing or subsequent breach thereof.

Article 24

Remedies Cumulative

Each right and remedy provided for in this Lease shall be
cumulative and shall be in addition to every other right or remedy provided for
in this Lease or now or hereafter existing at law or in equity or by statute or
otherwise, and the exercise or beginning of the exercise by Landlord of any one
or more of the rights or remedies provided for in this Lease or now or
hereafter existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by Landlord of any or all other
rights or remedies provided for in this Lease or now or hereafter existing at
law or in equity or by statute or otherwise.

Article 25

Surrender of Premises; Holding Over

Upon the expiration or sooner termination of the Lease Term,
Tenant agrees to quit and surrender the Leased Premises, clean and in good
condition and repair, normal wear and tear and insured casualty excepted,
together with all keys and combinations

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to locks, safes and vaults and all improvements, alterations, additions,
fixtures, equipment and decorations at any time made or installed in, upon or
to the interior or exterior of the Leased Premises (except movable furniture,
furnishings, equipment and other personal property of Tenant put in at Tenant's
expense), all of which shall thereupon become the property of Landlord without
any claim by Tenant therefor, but the surrender of such property to Landlord
shall not be deemed to be a payment of rent or in lieu of any rent reserved
hereunder. Before surrendering the Leased Premises, Tenant shall remove all of
Tenant's said personal property and, at Landlord's option, Tenant shall also,
at Tenant's expense, remove any alterations, additions, fixtures or equipment
that contains or constitutes a "Hazardous Substance" (as defined in Article 5
such that the disposal of the same to a sanitary landfill is not permitted or
is otherwise regulated under applicable law), at any time made or installed by
Tenant in, upon or to the Leased Premises, and Tenant further agrees to repair
any damage caused thereby. If Tenant shall fail to remove any of Tenant's said
personal property or other property required by Landlord to be removed, said
property shall, at the option of Landlord, either be deemed abandoned and may
be disposed of by Landlord at Tenant's expense, or Landlord shall have the
right to remove and store said property, at the expense of Tenant, without
further notice to or demand upon Tenant and hold Tenant responsible for any and
all charges and expenses incurred by Landlord therefor. If the Leased Premises
be not surrendered as and when aforesaid, Tenant shall indemnify Landlord
against all loss or liability resulting from the delay by Tenant in so
surrendering the same, including without limitation, any claims made by any
succeeding occupant founded on such delay. If Tenant shall remain in
possession of the Leased Premises, or any part thereof, for any period after
the termination of this Lease in any of the ways above-named, Tenant shall pay
one and one-half (1.5) times the rent as a month-to-month hold over tenant
until such holding over shall cease. Tenant's obligations under this Article
shall survive the expiration or sooner termination of the Lease Term.

Article 26

Relationship of Parties

Nothing contained in this Lease shall be deemed to constitute
or be construed or implied to create the relationship of principal and agent,
partnership, joint venture or any other relationship between the parties
hereto, other than the relationship of Landlord and Tenant.

The term "Landlord" as used in this Lease means only the owner
of the current interest of Landlord in the Leased Premises or, as the case may
be, the successor thereto from time to time. In the event of any transfer at
any time of the interest of Landlord, the transferor shall be and is hereby
entirely freed and relieved of all covenants and obligations of Landlord
hereunder accruing from and after the date of such transfer, and it shall be

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deemed and construed without further agreement between the parties or their
respective successors in interest or between the parties and the transferee
that the transferee of Landlord's interest has assumed and agreed to carry out
any and all covenants and obligations of Landlord thereafter accruing
hereunder.

Article 27

Successors and Assigns; Provisions Binding

Except as otherwise expressly provided in this Lease, all
covenants, conditions and provisions of this Lease shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns.

Each provision of this Lease to be performed by Tenant shall
be construed to be both a covenant and a condition, and if there shall be more
than one Tenant, they shall all be bound, jointly and severally, by the
provisions of this Lease. The persons executing this Lease on behalf of Tenant
hereby covenant, represent and warrant that Tenant is a duly incorporated and
duly qualified corporation and is authorized to do business in the State of its
incorporation and that the person or persons executing this Lease on behalf of
Tenant is an officer or are officers of such Tenant, and that he or they as
such officers are duly authorized to sign and execute this Lease.

Article 28

Notices

Every notice, demand, request or other communication which may
be or is required to be given under this Lease or by law shall be in writing
and shall be sent by United States Certified or Registered Mail, postage
prepaid, return receipt requested, or by nationally recognized overnight
courier (e.g. Federal Express) and shall be addressed: (a) if to Tenant, to
▇▇▇▇▇▇▇ Foods, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and (b) if to Landlord, to Papetti Holding
Company, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, with a copy to ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇, ▇▇, ▇'▇▇▇▇▇▇, ▇▇▇▇▇ & ▇'▇▇▇▇▇▇,
Liberty Hall Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, and the same
shall be deemed delivered one (1) business day after being sent via nationally
recognized overnight courier (e.g., Federal Express) or three (3) business days
after being mailed by U.S. Certified or Registered mail, return receipt
requested. Either party may designate, by similar written notice to the other
party, any other address for such purposes.

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Article 29

Miscellaneous

Tenant agrees not to record this Lease or any memorandum
thereof without the prior written consent of Landlord.

Each party covenants, warrants and represents to the other
that there was no broker instrumental in consummating this Lease and that no
conversations or prior negotiations were had by such party with any broker
concerning the renting of the Leased Premises. Each party agrees to indemnify
and hold the other harmless against and from all liabilities, including
attorneys' fees, arising from any claims for brokerage commissions or finders'
fees resulting from or arising out of any conversations or negotiations had by
such party with any broker.

Tenant agrees to annually make available for review by
Landlord and its lenders such financial information and statements as the same
may reasonably request, provided, Landlord and its lenders agree to keep such
information and statements confidential to the extent the same is not public
information.

Article 30

Entire Agreement; Construction

This Lease sets forth the entire agreement between the parties
respecting the Leased Premises. There are no understandings, agreements,
statements, promises, representations or warranties, express or implied, not
specified herein respecting the Leased Premises and all prior conversations and
writings by or between the parties or their representatives are merged herein
and extinguished. This Lease shall not be modified except by a writing
subscribed to by the party to be charged, nor may this Lease be cancelled by
Tenant or the Leased Premises surrendered except with the express written
authorization of Landlord.

This Lease shall be construed, as to both validity and
performance, and enforced in accordance with and shall be governed by the laws
of the jurisdiction in which the Leased Premises are located, without regard to
such jurisdiction's principles of conflicts of law. If any provision of this
Lease or the application thereof to any person or circumstance shall to any
extent be held void or invalid, then the remainder of this Lease or the
application of such provision to persons or circumstances other than those as
to which it is held void or invalid shall not be affected thereby, and each
provision of this Lease shall be valid and enforced to the fullest extent
permitted by law.

The headings in this Lease are for purposes of reference only
and shall not limit or define the meaning hereof. This Lease

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may be executed in any number of counterparts, each of which is an original,
but all of which shall constitute one instrument.

Article 31

Binding Arbitration

In the event that a dispute arises between Landlord and Tenant
such matter shall be submitted to binding arbitration as follows:

(1) Any arbitration hereunder shall be held
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association except that:

(i) Landlord and Tenant shall each
select one arbitrator. The two appointed arbitrators
shall jointly choose a third arbitrator from a list
provided by the American Arbitration Association and
the third arbitrator shall be the sole arbitrator to
hear the dispute. If either party fails to appoint
an arbitrator within twenty (20) days after demand by
the other party, or the appointed arbitrators fail to
agree to the third arbitrator within twenty (20) days
after a list of potential arbitrators is provided by
the American Arbitration Association, the American
Arbitration Association shall select an arbitrator
for the party failing to make appointment or shall
appoint the third arbitrator, as the case may be.

(ii) The arbitration shall be held in the
City in which any facility leased hereunder is
located, or such other location as the parties shall
mutually agree.

(iii) The parties shall bear their own
expenses of the arbitration, including attorneys fees
and costs of expert witnesses.

(iv) The filing or other fees of the
American Arbitration Association shall be paid
one-half by the Landlord and one-half by the Tenant.

(v) The award of the arbitrators shall be
binding and shall be enforceable in any court of the
state in which the Premises are located.

(2) If the American Arbitration Association is
not then in existence or refuses to administer the arbitration, the arbitration
shall be administered by the most nearly comparable organization as shall be
agreed by the parties, or failing agreement, as shall be determined by the
Union County Superior Court of Elizabeth, New Jersey.

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(3) Notwithstanding anything herein to the
contrary, either party shall have the right to seek injunctive relief to
maintain the status quo until a dispute between the parties can be arbitrated.

In the event that a dispute arises between Landlord and Tenant
involving an amount which is greater than the then current annual base rent
under this Lease, such matter shall be litigated by the parties.

Article 32

Choice of Law; Jurisdiction.

This Lease shall be governed, construed, applied and enforced
in accordance with the laws of the state in which the Premises are located
(without regards to principles of conflicts of laws).

Landlord and Tenant each (i) irrevocably submits to personal
jurisdiction in the courts of the state in which the Premises are located and
the applicable United States District Court serving the county in which the
Premises are located, and appellate courts from any thereof, and (ii)
irrevocably waives any objection which it may have at any time to the laying on
venue of any suit, action or proceeding arising out of or relating to this
Lease brought in any such court, and irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.

Landlord and Tenant each hereby agree that to the extent
permitted by local court rules, any summons, complaint and other process and
notice in connection with the commencement of or any other proceeding in any
such suit, action or proceeding may be served on it by using the notification
procedure set forth in this Lease.

LANDLORD AND TENANT EACH HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR
COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR
INDIRECTLY TO THIS LEASE OR ANY ACTS OR OMISSIONS OF LANDLORD, ITS OFFICERS,
EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION THEREWITH.

Article 33

Joint Preparation

This Lease is to be deemed to have been prepared jointly by
the parties hereto, and any uncertainty or ambiguity existing herein, if any,
shall not be interpreted against any party, but shall be interpreted according
to the application of the rules of interpretation for arm's length agreements.

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33

Article 34

Time Is of the Essence

Time is of the essence with respect to all matters provided in
this Lease.

Article 35

Term Renewal

Tenant is granted the right to extend the term of this Lease
for two (2) period(s) of five (5) years each (the "Option Period(s)") on the
terms and conditions set forth herein; provided, however, that each said right
to extend for each such Option Period (the "Option(s)") may be exercised only
in the event Tenant is not in default at the time each said Option right is
exercised and provided, further, that the Option for the immediately preceding
Option Period, if any, has been exercised. The phrase "Lease Term" as used in
this Lease shall mean the term of this Lease as extended by Tenant pursuant to
this Article.

To exercise each Option, Tenant shall notify Landlord in
writing no later than one (1) year prior to the expiration of the initial Lease
Term or the Option Period then expiring, if any.

In the event Tenant properly exercises its Option as provided
herein: (1) all of the terms and conditions of this Lease shall apply during
the Option Period(s) (except the Option then exercised), including, but not
limited to, Tenant's obligation to pay all costs, charges and expenses provided
for in the Lease; (2) the Option exercised by Tenant in order to extend the
Term of the Lease shall terminate and be of no further force and effect and may
not be exercised again by Tenant; (3) no concession previously granted Tenant
by Landlord in the initial term shall be due or payable to Tenant during or
with respect to such Option Period; and (4) the monthly base rent payable under
Article 2 during the particular Option Period shall be determined as set forth
below. At Landlord's request, prior to the commencement of the particular
Option Period, Tenant shall execute, acknowledge, and deliver to Landlord an
amendment to lease evidencing Tenant's exercise of its Option and setting forth
the commencement and expiration dates of the Option Period and term of the
Lease and the monthly base rent payable during the Option Period.

The Annual Rent payable monthly under Article 2 during each
Option Period shall be such amount as may be agreed upon by the parties and
which is not less than 110%, nor more than 135%, of the Annual Rent for the
twelve (12) months immediately preceding the commencement of the applicable
Option Period (the "Option Period Rent").

If the parties are unable, within sixty (60) days of notice by
Tenant electing to extend the term of the Lease, to agree

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on the amount of the Option Period Rent then each party shall within ten (10)
days thereafter designate and select an M.A.I. certified appraiser and submit
to them what such party believes the Option Period Rent should be. The two
appraisers shall then together within thirty (30) days determine and agree upon
the Option Period Rent by selecting either the Option Period Rent proposed by
Landlord or that proposed by Tenant, with no other variation.

If the two appraisers are unable within said thirty (30) days
to agree on either Landlord's or Tenant's proposed Option Period Rent, then
they shall together designate a third M.A.I. appraiser, who alone shall select
either Landlord's or Tenant's proposed Option Period Rent as the Annual Rent,
which determination shall be binding and enforceable upon all parties.

Each party shall pay the cost of the appraisers selected by
such party and the costs of the third appraiser (if retained) shall be paid
equally by each party.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW

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TENANT:

▇▇▇▇▇▇▇ FOODS, INC., a Delaware corporation

(Seal) By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
Attest: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
-------------------------------------
Print Name Here

-------------------------------
(Ass't) Secretary

LANDLORD:

PAPETTI HOLDING COMPANY, a New Jersey
General partnership

Witness: By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, General Partner

-------------------------------

[SIGNATURE PAGE TO LEASE AGREEMENT]

STATE OF )
----------------- )
OF )
----------- -----------

On this day of , 1997, before me personally
appeared , to me personally known, who, being
by me duly sworn, did say that he is the of ▇▇▇▇▇▇▇ FOODS,
INC., a Delaware corporation, and that said instrument was signed on behalf of
said corporation by authority of its Board of Directors; and said officer
acknowledged said instrument to be the free act and deed of said corporation.
36
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal in the and State aforesaid, the day and year first
above written.

----------------------------
Notary Public

(SEAL)

My Commission Expires:

STATE OF )
----------------- )
OF )
----------- -----------

On this day of , 1997, before me personally
appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, to me personally known, who, being by me duly sworn,
did say that he is a partner of PAPETTI HOLDING COMPANY, a New Jersey general
partnership, and that said instrument was signed by him as partner on behalf
of said general partnership; and said ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ acknowledged said
instrument to be the free act and deed of said general partnership.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal in the and State aforesaid, the day and year first
above written.

-----------------------------------
Notary Public

(SEAL)

My Commission Expires:
37
EXHIBIT A

DESCRIPTION OF PREMISES

▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (Buildings Two and Three - 60,000
sq. ft.); ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (Building five - 5,625 sq.
ft.)

(LEGAL TO FOLLOW)

PAPETTI HOLDING COMPANY AS LANDLORD, AND MICHAEL FOODS, INC., AS TENANT

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