FIRST AMENDMENT TO STANDARD LEASE

THIS FIRST AMENDMENT  ("the  Amendment") to the Standard  Industiral  Commercial
multi-Tenant  Lease - Gross is dated  December , 1999 and is entered into by and
between  RAYMOND  SCURRIA,  ROSE  SCURRIA,   LINDA  M.  SCURRIA  AND  MARY  JANE
Zehnoferung   ("LESSOR")  and  AIR  PACKAGING  TECHNOLOGIES,  INC.,  a  Delaware
Corporation ("LESSEE") for the Property commonly known as 25620 Rye Canyon Road,
Units D, E & F, Valencia California.

                                    RECITALS

         A.       Lessor and Lessee entered into that certain Lease dated as of
                  April 22, 1997 (the "Lease")

         B.       Lessor and Lesee desire to amend the Lease with this Amendment
                  (collectively the "Agreement")

NOW,  THEREFORE,  in  consideration  of the terms,  covenants and conditions set
forth in the  Agreement,  the  adequacy  and  sufficienty  of  which  is  hereby
acknowledged, Lessor and Lessee hereby agree as follows:

     1.   Expiration  Date. The Expiration  Date  references in Paragraph 1.3 of
          the Lease is hereby extended until May 31, 2005.

     2.   Base Rent.  The monthly Base Rent  referenced  in Paragraph 1.5 of the
          Lease will be increased on June 1, 2000 to  $11,000.00  per month.  In
          addition,  the  monthly  base  rent  shall be  increases  annually  as
          detailed in Paragraph 55 of the Lease..

     3.   Non-Impairment.  Except as expressly  amended by this  Amendment,  the
          Lease remains unmodified and remains in full force and effect.

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
written above.

"Lessor"                                    "Lessee"

Raymond Scurria, Rose Scurria,              Air Packaging Technologies, Inc.
Linda M. Scurria and Mary Jane              a Delaware Corporation
Zehnoferung


By:  /s/ Raymond Scurria                    By:  Donald Ochacher
---------------------------------          -------------------------------------
Raymond Scurria, Attorney in Fact           Donald Ochacher, President

Date:  1/4/2000                             Date:  1/3/2000

CONSULT YOUR  ATTORNEY/ADVISOR  This  document has been prepared for approval by
you attorney.  No  representation or recommendation is made by CB Richard Ellis,
Inc. or the American Industrial Real Estate Association (A.I.R) or the agents or
employees of this  document or the  transaction  to which it relates,  There are
questions for your attorney.

On any  real  estate  transaction  it is  recommended  that you  consult  with a
professional,  such as a civil  engineer,  industrial  hygienist or other person
with  experience  in evaluating  the  condition of the  property,  including the
possible  presence of asbestos,  hazardous  materials  and  underground  storage
tanks.

In addition,  please be advised that an Owner or Tenant of real  property may be
subject to the  Americans  with  Disabilities  Act (the  "ADA") in  Federal  law
codified at 42 USC Section  12101 et seq.  Among other  requirements  of the ADA
that  could  apply to you  property,  Title III of the ADA  requires  Owners and
Tenants  of public  accommodations  to  remove  barriers  to access by  disabled
persons and provide  auxiliary  aids and services for hearing,  vision or speech
impaired  persons by January 26, 1992. The regulation under Title III of the ADA
are codified at 28 CFR Part 36.

CB Richard Ellis,  Inc.  recommends that you and your attorney,  engineer and/or
architect review the ADA and the regulations, and if appropriate,  your proposed
lease agreement,  to determine if this law would apply to you, and the nature of
the requirement.