Sublease Agreement



         This Sublease Agreement ("Sublease") is made as of the first day of

August 2000 by and between BE Aerospace, Inc., a Delaware corporation (herein

"Sublandlord") and Advanced Thermal Technologies Inc., a Delaware corporation

and wholly owned subsidiary of BE Aerospace, Inc. (herein "Subtenant").



                                    RECITALS



         This Sublease is made with regard to the following facts:



         A.       Sublandlord is the tenant under the Standard

Industrial/Commercial Single-Tenant Lease-Net (herein the "Master Lease"), dated

October 1998, with Kilroy Realty, L.P., a Delaware limited partnership (herein

the "Master Landlord"). A copy of that Master Lease is attached to this Sublease

and marked as Exhibit A. Under the Master Lease, Sublandlord leases Building 5

of Anaheim Technology Center located at 3355 East La Palma Avenue, Anaheim,

California, 92806, which includes approximately 98,200 square feet of Floor

Area, as improved, the Exclusive Use Areas and the Lessee Parking Areas (as such

terms are defined in the Master Lease), which building and areas are

collectively referred to herein as the "Premises".



         B.       Subtenant desires to sublease from Sublandlord a portion of

the Premises for Subtenant's exclusive use and occupancy, as well as the

nonexclusive use of the Premises' corridors, hallways, stairwells, elevators,

lobby(s), lunch rooms, conference and meeting rooms, shipping and receiving

docks, Exclusive Use Areas and Lessee Parking Areas (collectively the "Subleased

Premises"), which Subleased Premises are more particularly described in Exhibit

B attached to this Sublease. Sublandlord has agreed to sublease the Subleased

Premises to Subtenant on the terms, covenants and conditions stated in this

Sublease.



         NOW, THEREFORE, in consideration of the mutual covenants contained in

this Sublease, and for valuable consideration, the receipt and sufficiency of

which are acknowledged by the parties, the parties agree as follows:



         1. Sublease. Sublandlord subleases to Subtenant and



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Subtenant subleases from Sublandlord the Subleased Premises, subject to the

terms, covenants, and conditions contained in this Sublease. Sublandlord and

Subtenant agree that the Subleased Premises shall, among other things, contain

up to 20,000 square feet of Floor Area for Subtenant's exclusive use and

occupancy as more particularly described in Exhibit B attached to this Sublease.



         2. Term. The terms and provisions of this Sublease shall be

effective between Sublandlord and Subtenant as of the date of this Sublease. The

term of this Sublease will commence on August 01, 2000, and will expire July 31,

2005, unless sooner terminated by Subtenant upon six (6) months written notice

to Sublandlord.



         3. Rent. Subtenant will pay rent during the term of this Sublease in

the amount of $25,000.00 dollars per month ("Rent"), payable monthly in advance

on the first business day of each month. Furthermore, in the event that the term

of this Sublease begins or ends on a date that is not the first day of a month,

Rent will be prorated as of that date.



                  The monthly Rent payable under this section of the Sublease is

inclusive of all real property taxes relating to the Subleased Premises, all

operating, utility, security, janitorial and maintenance costs and expenses

relating to Subtenant's use and occupancy of the Subleased Premises, the

premises' common areas, the Exclusive Use Areas and the Lessee Parking Areas, as

well as all premiums and costs for real property insurance covering the Premises

and the Subleased Premises. Concurrent with Subtenant's execution of this

Sublease, Subtenant will deliver to Sublandlord the first month's Rent in the

amount of $25,000.00.



         4. Additional Rent. Subtenant acknowledges that during the term of this

Sublease should it need more than 20,000 square feet of Floor Area (as defined

in the Master Lease) for its exclusive use and occupancy and/or adds a second or

third shift to its manufacturing operations, then rent, in additional to the

Rent set forth in section 3 above, would be due from it to Sublandlord.



                  The amount of the additional rent will be mutually agreed to

by Sublandlord and Subtenant and will relate to the amount of additional Floor

Area needed by Subtenant and/or the increase in operating, utility, janitorial,

maintenance,



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security expenses attributed to a second or third shift. If Subtenant and

Sublandlord are unable to agree to the amount of additional rent, then such

issue shall be promptly submitted by the parties to this Sublease to binding

arbitration through the American Arbitration Association, which entity shall

decide the issue using a panel of three arbitrators in accordance with its

standard rules and procedures. The cost of the arbitration shall be borne

equally by Subtenant and Sublandlord. Subtenant agrees to pay the additional

rent to Sublandlord monthly along with the Rent due under section 3 of this

Sublease.

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