AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION



             STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- NET

                (Do not use this form for Multi-Tenant Property)



1.   Basic Provisions ("Basic Provisions").



     1.1 Parties: This lease ("Lease"), dated for reference purposes only,

October, 1998, is made by and between KILROY REALTY, L.P., a Delaware limited

partnership ("Lessor") and BE AEROSPACE, INC., a Delaware corporation

("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 by the street address of 3355 E. La Palma Avenue, City of Anaheim, located

in the County of Orange, State of California and generally described as

(describe briefly the nature of the property) Building 5 of Anaheim Technology

Center ("Premises"). (See Paragraph 2 for further provisions.)



     1.3 Term: Ten (10) years and 0 months ("Original Term") commencing see

Addendum ("Commencement Date") and ending see Addendum ("Expiration Date"). (See

Paragraph 3 for further provisions.)



     1.4 Early Possession: see Addendum ("Early Possession Date"). (See

Paragraphs 3.2 and 3.3 for further provisions.)



     1.5 Base Rent: $ see Addendum per month ("Base Rent"), payable on the first

(1st) day of each month commencing see Addendum. (See Paragraph 4 for further

provisions.)



[ ] If this box is checked, there are provisions in this Lease for the Base Rent

to be adjusted.



     1.6 Base Rent Paid Upon Execution: First (1st) month's Base Rent as Base

Rent for the period.



     1.7 Security Deposit: $ None ("Security Deposit"). (See Paragraph 5 for

further provisions.)



     1.8 Permitted Use: General office, assembly, manufacturing, warehousing,

distribution and service use. (See Paragraph 6 for further provisions.)



     1.9 Insuring Party: Lessor is the "Insuring Party" unless otherwise stated

herein. (See Paragraph 8 for further provisions.)



     1.10 Real Estate Brokers: The following real estate brokers (collectively,

the "Brokers") and brokerage relationships exist in this transaction and are

consented to by the Parties (check applicable boxes):



                                                               Initials________



NET                                 Page 1                             ________



{PAGE}



Voit Commercial Brokerage represents

[X] Lessor exclusively ("Lessor's Broker");

[ ] both Lessor and Lessee, and

Land Bank Properties, Inc. represents

[X] Lessee exclusively ("Lessee's Broker"); [ ] both Lessee and Lessor.

(See Paragraph 15 for further provisions.)



     1.11 Guarantor: The obligations of the Lessee under this Lease are to be

guaranteed by N/A ("Guarantor"). (See Paragraph 37 for further provisions.)



     1.12 Addenda: Attached hereto is an Addendum or Addenda consisting of

Paragraphs ___ through ___ and Exhibits ____ all of which constitute a part of

this Lease.



2.   Premises.



     2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby 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.



     2.2  Condition.



     2.3  Compliance with Covenants, Restrictions and Building Code.



     2.4  Acceptance of Premises.



     2.5  Lessee Prior Owner/Occupant.



3.   Term.



     3.1 Term. The Commencement Date, Expiration Date and Original Term of this

Lease are as specified in Paragraph 1.3.



     3.2  Early Possession.



     3.3  Delay in Possession. See Addendum.



4.   Rent.



     4.1 Base Rent. Lessee shall cause payment of Base Rent and other rent or

charges, as the same may be adjusted from time to time, to be received by Lessor

in lawful money of the United States, without offset or deduction, except as

otherwise provided in this Lease, on or before the day on which it is due under

the terms of this Lease. Base Rent and all other rent and charges for any period

during the term hereof which is for less than one (1) full calendar month shall

be prorated based upon the actual number of days of the calendar month involved.

Payment of Base Rent and other charges shall be made to Lessor at its address

stated herein or to such other persons or at such other addresses as Lessor may

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