[CB COMMERCIAL LOGO]      INDUSTRIAL REAL ESTATE LEASE

                          (MULTI TENANT FACILITY)

                          CB COMMERCIAL REAL ESTATE GROUP. INC.

                          BROKERAGE AND MANAGEMENT

                          LICENSED REAL ESTATE BROKER



 ARTICLE ONE: BASIC TERMS



         This Article One contains the Basic Terms of this Lease between the

Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the

Lease referred to in this Article One explain and define the Basic Terms and are

to be read in conjunction with the Basic Terms.



    Section 1.01. DATE OF LEASE:   July 17, 1998



    Section 1.02. LANDLORD (INCLUDE LEGAL ENTITY): PACIFIC GULF PROPERTIES,

INC., a Maryland corporation.



 Address of Landlord: 4220 Von Karman, 2nd Floor, Newport Beach, CA 92660



    Section 1.03. TENANT (INCLUDE LEGAL ENTITY):

NATURAL ALTERNATIVES INTERNATIONAL, INC., a Delaware corporation.



 Address of Tenant: 1185 Linda Vista Drive, San Marcos, CA 92069.



    Section 1.04. PROPERTY: The Property is part of Landlord's multi-tenant real

property development known as VISTA DISTRIBUTION CENTER and described or

depicted in Exhibit "A" (the "Project"). The Project includes the land, the

buildings and all other improvements located on the land, and the common areas

described in Paragraph 4.05(a). The Property is (include street address,

approximate square footage and description) an office/warehouse unit of

approximately 53,920 sq. ft. located in Suites C/D/E of Bldg. 1215 Park Center

Drive, Vista, CA at VISTA DISTRIBUTION CENTER.





    Section 1.05. LEASE TERM: Five (5) years twenty-four (24) days BEGINNING ON

August 8, 1998 or such other date as is specified in this Lease, and ENDING ON

August 31, 2003





     Section 1.06. PERMITTED USES: (See Article Five) shall be used as general

office, warehousing, manufacturing and distribution of nutritional supplements,

related products, an other legal business use for NATURAL ALTERNATIVES

INTERNATIONAL, INC. and for no other purpose.



     Section 1.07. TENANT'S GUARANTOR: (It none, so state)  NA.



     Section 1.08. BROKERS: (See Article Fourteen) (If none, so state)



 Landlord's Broker: CB Richard Ellis - Onosko.



 Tenant's Broker: Colliers - Strange.



     Section 1.09. COMMISSION PAYABLE TO LANDLORD'S BROKER: (See Article

Fourteen) $ =.=.



     Section 1.10. INITIAL SECURITY DEPOSIT: (See Section 3.03) $24,803.00

See Addendum, #61



     Section 1.11. VEHICLE PARKING SPACES ALLOCATED TO TENANT: (See Section

4.05) Fifty-three spaces in common.



Section 1.12. RENT AND OTHER CHARGES PAYABLE BY TENANT:



    (a) BASE RENT: twenty-four thousand, eight hundred three--00/100 Dollars

($24,803.00) per month for the first twelve (12) months, as provided in Section

3.01, and shall be increased on the first day of the thirteenth (13th) month(s)

after the Commencement Date, either (i) as provided in Section 3.02, or (ii) See

Addendum, #59. (If (ii) is completed, then (i) and Section 3.02 are

inapplicable.)



     (b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (See Section 4.02);

(ii) Utilities (See Section 4.03); (iii) Insurance Premiums (See Section 4.04);

(iv) Tenant's Initial Pro Rata Share of Common Area Expenses 15.11%

(See Section 4.05); (v) Impounds for Insurance Premiums and Property Taxes (See

Section 4.08); (vi) Maintenance, Repairs and Alterations (See Article Six).



     Section 1.13. LANDLORD'S SHARE OF PROFIT ON ASSIGNMENT OR SUBLEASE: (See

Section 9.05) fifty  percent (50%) of the Profit (the "Landlord's Share").





     Section 1.14. RIDERS: The following Riders are attached to and made a

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