(DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)

1. Basic Provisions ("Basic Provisions").

by and between James E. Welsh and Nancy S. Welsh, trustees under Welsh Family Trust dated April 29, 1979 ("Lessor")

and Arlon, Inc. ("Lessee").

(collectively the "Parties," or individually a "Party").

1.2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, and commonly known as 2811 Harbor Blvd., Santa Ana, California , located in the County of Orange , State of California , and generally described as (describe briefly the nature of the property and, if applicable, the "Project", if the property is located within a Project) Parcel Nos. 1, 2 and 3 as shown on that certain Parcel Map in the City of Santa Ana, County of Orange, State of California, filed in Book 83 at Pages 6 and 7 of Parcel Maps, Records of said County; together with all improvements thereon. ("Premises"). (See also Paragraph 2)

1.3 Term: five (5) years and months ("Original Term") commencing July 6, 2003 ("Commencement Date") and ending July 5, 2008 ("Expiration Date"). (See also Paragraph 3)

1.4 Early Possession: N/A ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3)

1.5 Base Rent: Base Rent shall be as established in Paragraph 4.3, but not less than $67,513.86 per month ("Base Rent"), payable on the sixth (6^th) day of each month commencing July 6, 2003 (See also Paragraph 4)

6. Base Rent Paid Upon Execution: $none

as Base Rent for the period .

1.7 Security Deposit: $ none ("Security Deposit"). (See also Paragraph 5)

1.8 Agreed Use: manufacturing, warehousing, distribution, and any other related legal use (See also Paragraph 6)

11. Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by Bairnco Corporation

("Guarantor"). (See also Paragraph 37)

9.3, 9.4, 9.5, 50 & 51 and Exhibits , all of which constitute a part of this Lease.

2. Premises.
   1. Letting. Lessor hearby leases to Lessee, and Lessee hearby leases from Lessor, the Premises, for the term, at the

rental, and upon all of the terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this Lease, or that may have been used in calculating rental, is an approximation which the Parties agree is reasonable and the rental based thereon is not subject to revision whether or not the actual size is more or less.

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