LEASE AGREEMENT

         THIS LEASE AGREEMENT (hereinafter the "Lease") is made and entered into
as of the 6th day of  October,  1999,  by and  between A.  Blaine  Smith,  whose
address is 522 South 500 West,  Provo,  Utah  (hereinafter  "landlord")  and the
Great Western  Mint,  Inc. , whose  address is 975 North 1430 West,  Orem,  Utah
84057 (hereinafter "Tenant").

                              W I T N E S S E T H:

         In consideration of the rents, covenants and agreements hereinafter set
forth, Landlord and Tenant mutually agree as follows:

                               ARTICLE I: PREMISES

         Landlord  hereby  leases and demises to Tenant and Tenant hereby leases
from Landlord that certain real property  located in Utah County,  State of Utah
and more  particularly  described  as 975 North  1430  West,  Orem,  Utah  84057
(hereinafter the "Property"),  which consists of approximately 6,000 square feet
together  with all  buildings and other  improvements  now or hereafter  located
thereon and affixed  thereto  (hereinafter  collectively  "improvements"),  (not
including any of Tenant's  machinery and equipment) and any and all  privileges,
easements,  and appurtenances  belonging thereto or granted herein. The Property
and the Improvements are hereinafter collectively referred to as the "Premises'.



                                       89


<PAGE>


                    ARTICLE II: LEASE TERM AND COMMENCEMENT

         2.1 TERM OF LEASE.  This Lease shall be for a term of  thirty-six  (36)
months commencing on November 1, 1999 or upon completion of tenant improvements,
(hereinafter the "Commencement  Date") unless sooner terminated  pursuant to the
terms,  covenants  and  conditions  of this Lease or  pursuant to law. If tenant
improvements are not completed by the commencement date rent will be adjusted to
date of occupancy.

         2.2  CONDITION OF PREMISES.  When Landlord puts Tenant in possession of
the  Premises,  the  Premises  shall be  structurally  sound and in broom  clean
condition and all  plumbing,  utility,  electrical  and HVAC systems shall be in
good working condition. Tenant shall be entitled to conduct an inspection of the
Premises  upon any offer by Landlord to put Tenant in possession of the Premises
in order to verify compliance with the provisions hereof.

         2.3 LEASE YEAR.  The term "Lease Year" as used in this Lease shall mean
a period of twelve  (12)  consecutive  calendar  months  during the term of this
Lease.  The  first  Lease  Year  shall  begin  on the  Commencement  Date if the
Commencement Date occurs on the first day of a calendar month; if not, the first
Lease Year shall begin on the first day of the calendar month next following the
Commencement  Date. Each succeeding  Lease Year shall begin at the expiration of
the immediately preceding Lease Year.

                                ARTICLE III: RENT

                                       90


<PAGE>



         3.1  PAYMENT  OF  MONTHLY  BASE  RENT.  As  Monthly  Base  Rent for the
Premises, Tenant shall pay to Landlord, in advance on or before the first day of
each  calendar  month  during  the term of this  Lease,  an amount  equal to the
"Monthly Base Rent" as defined in Section 3.2.

         3.2 MONTHLY BASE RENT.  The  "Monthly  Base Rent"  payable  during each
Lease Year shall be determined in accordance with the following:

                  (a)For the First  Lease Year,  the Monthly  Base Rent shall be
         equal to Three  Thousand  Three  Hundred  Eight  dollars  and no/100 ($
         3,338.00.)

                  (b) As an  inducement  for  Tenant to  consummate  this  Lease
                  Agreement,  Tenant  shall  receive free rent during the second
                  month of this Lease Agreement

         3.3      ANNUAL  RENTAL  INCREASES.  The  Monthly  Base  Rent  shall be
                  subject to annual  increases  beginning  in the second year of
                  the Lease term equal to three (3%) percent per year.

         3.4      OPTION TO RENEW LEASE AGREEMENT:  Tenant shall have the option
                  to  renew  this  Lease  Agreement  for a period  of three  (3)
                  additional  years at the same  terms  herein and with the same
                  annual rental increases set forth above.

                                       91


<PAGE>



                      ARTICLE IV: LATE CHARGES AND INTEREST

         If Tenant  fails to pay any Monthly  Base Rent when such  Monthly  Base
Rent is due and  payable  in  accordance  with  Article  III of this Lease or if
Tenant fails to pay any additional amounts or charges of any character which are
payable  under this Lease,  Landlord,  at  Landlord's  election,  may assess and
collect a late fee charge  equal to five  percent (5 %) of each  payment of rent
not received within ten (10) days from the date such rent payment is due.

         Furthermore,  and in addition to any late charges  payable  pursuant to
the  provisions of this Article,  to the extent that any payment of Monthly Base
Rent or any other amount payable to Landlord by Tenant pursuant to any provision
of this Lease is more than thirty (30) days past due,  Tenant shall pay Landlord
interest  at the rate of eighteen  percent  (18%) per annum on all such past due
amounts.

                           ARTICLE V: SECURITY DEPOSIT

         Concurrently  with  Tenant's  execution  of this  Lease,  Tenant  shall
deposit  with  Landlord  the sum  equal to one  month's  rent  (hereinafter  the
"Security  Deposit").  The  Security  Deposit  shall be held by Landlord for the
faithful performance by Tenant of all of the terms, covenants, and conditions of
this Lease to be kept and performed by Tenant during the term of this Lease.  If
Tenant  defaults with respect to any provision of this Lease,  including but not
limited to the provisions  relating to the payment of Monthly Base Rent, and any
costs,  expenses,  and  charges  payable  under the  provisions  of this  Lease,
Landlord  may, but shall not be obligated to use,  apply or retain all or a part
of the Security  Deposit for the payment of any amount which  Landlord may spend
by reason of Tenant's default or to compensate Landlord for

                                       92


<PAGE>



any other  loss or  damage  which  Landlord  may  suffer  by reason of  Tenant's
default.  If any portion of the Security  Deposit is so used or applied,  Tenant
shall,  within ten (10) days after  written  demand,  deposit  with  Landlord an
amount  sufficient to restore the Security Deposit to its original  amount;  and
Tenant's  failure to do so shall be a material  breach of this  Lease.  Landlord
shall not be required to keep the  Security  Deposit  separate  from  Landlord's
general  funds,  and Tenant  shall not be entitled  to interest on the  Security
Deposit.  If Tenant shall fully and faithfully  perform every  provision of this
Lease to be performed by Tenant,  the  Security  Deposit or any balance  thereof
shall be  returned to Tenant or, at  Landlord's  option,  to the last  permitted
assignee of Tenant's  interest  under this Lease within  thirty (30) days of the
expiration  of the term of this  Lease and after  Tenant or  Tenant's  permitted
assignee  has vacated the  Premises  or within  fifteen  (15) days of receipt of
Tenant's new mailing address, whichever is later. In the event of termination of
Landlord's interest in this Lease,  Landlord shall transfer the Security Deposit
to Landlord's  successor in interest whereupon Tenant agrees to release Landlord
from  liability  for  the  return  of the  Security  Deposit  or any  accounting
therefore.

                           ARTICLE VI: QUIET ENJOYMENT

         Landlord  hereby   covenants  to  Tenant  that,   subject  to  Tenant's
compliance  with the terms and provisions of this Lease,  Tenant shall peaceably
and quietly hold and enjoy the full  possession  and use of the Premises  during
the term of this Lease.



                                       93


<PAGE>


               ARTICLE VII: TAXES, ASSESSMENTS AND OTHER CHARGES

         7.1 REAL ESTATE TAXES, PROPERTY INSURANCE AND OTHER ASSESSMENTS. Tenant
shall pay for all real estate taxes,  property insurance and Common Area Charges
(CAM charges) at the first of each month.

         7.2 RIGHT TO CONTEST TAXES.  Tenant,  at its sole cost,  shall have the
right to contest, in accordance with the provisions of the laws relating to such
contests,  any real estate  taxes,  assessments,  or other  charges  against the
promises  and the failure of Tenant to pay such taxes,  assessments,  or charges
shall not  constitute  a default by Tenant so long as Tenant  complies  with the
provisions of this Section 7.2.  Prior to initiating  any contest or proceeding,
Tenant shall give Landlord  written  notice of such contest,  or proceeding  and
shall either deposit with Landlord,  or furnish good and sufficient  undertaking
and sureties  designating Landlord as the beneficiary thereof, in such amount as
Landlord deems to be sufficient,  considering the amount of such taxes, charges,
assessments,  any potential  penalties and interest  thereon,  and any potential
expenses that might be incurred by Landlord with respect thereto. Landlord shall
not be required to join in any  proceeding  or contest  brought by Tenant unless
the  provisions of any law require that the  proceeding or contest be brought by
or in the name of Landlord or any owner of the Premises.  In that case, Landlord
shall join in the proceeding or contest or permit such  proceeding or contest to
be brought in its name as long as  Landlord  is not  required  to bear any cost.
Tenant, on final  determination of the proceeding or contest,  shall immediately
pay or discharge  any decision or judgment  rendered,  together  with all costs,
charges, interest and penalties incidental to the decision or judgment.

                                       94


<PAGE>



                             ARTICLE VIII: UTILITIES

         Tenant shall be solely  responsible  for, and pay when due, all charges
for water, gas, heat, light, power,  telephone,  and other utilities or services
used by or  supplied  to  Tenant  or to the  Promises,  together  with any taxes
thereon,  during the term of this Lease.  These payments are to be made directly
to the supplier or vendor.

                              ARTICLE IX: INSURANCE

         9.1 TENANT'S INSURANCE COVERAGE.  Tenant shall, at all times during the
term of this Lease,  and at Tenant's own cost and expense,  procure and continue
in force the following insurance coverage:

                  (a) Comprehensive  liability insurance with limits of not less
         than $  1,000,000.00  per  person  and $  1,000,000.00  per  occurrence
         insuring  against any and all  liability of the insured with respect to
         the  Premises  or  arising  out of the  maintenance,  use or  occupancy
         thereof,  and property damage  liability  insurance with a limit of not
         less than $1,000,000.00 per accident or occurrence.

                  (b) Insurance  covering any buildings and all  improvements on
         the Premises,  including Tenant's  leasehold  improvements and personal
         property in or upon the Premises in an amount not less than one hundred
         percent (100 %) of full replacement cost,  providing protection against
         any  peril  generally  included  within  the  classification  "Fire and
         Extended  Coverage",  together with insurance against sprinkler damage,
         vandalism  and  malicious  mischief  and  a  standard  inflation  guard
         endorsement.  Tenant  hereby  assigns  Landlord  any and  all  proceeds
         payable with respect to such

                                       95


<PAGE>



         policies except to the extent such proceeds are payable with respect to
         any  property  that  would  remain  the  property  of  Tenant  upon the
         termination  of  this  Lease  provided,  however,  that  to the  extent
         required  pursuant to the  provisions of Article MN, such proceeds will
         be applied to the repair and restoration of the Premises.

         9.2 INSURANCE POLICIES. The minimum limits of insurance policies as set
forth in Section 9.1 shall in no event limit the liability of Tenant  hereunder.
The insurance policies shall name Landlord as an additional insured and shall be
with  companies  having  a rate of not less  than an "A"  company  rating  and a
Financial Rating of Class VI in "Best's Insurance Reports." Tenant shall furnish
from the  insurance  companies  or cause the  insurance  companies to furnish to
Landlord certificate of coverage.  No such policy shall be cancelable or subject
to  reduction of coverage or other  modification  or  cancellation  except after
thirty  (30) days prior  written  notice to Landlord  by the  insurer.  All such
policies shall be written as primary policies,  not contributing with and not in
excess of any coverage  which  Landlord may carry.  Tenant shall at least twenty
(20)  days  prior to the  expiration  of such  policies  furnish  Landlord  with
renewals or binders.  If Tenant does not procure and  maintain  such  insurance,
Landlord may, but is not obligated to, procure such insurance on Tenant's behalf
and all sums  paid by  Landlord  shall  bear  interest  at the rate of  eighteen
percent (18%) and shall be  immediately  due and payable.  (Landlord  shall give
Tenant  written  notice prior to charging the 18% interest  rate).  Tenant shall
have the right to provide such insurance  coverage  pursuant to blanket policies
obtained by Tenant provided such blanket  policies  expressly afford coverage to
the Premises and to Landlord as required by this Lease.

         9.3 WAIVER OF SUBROGATION.  To the extent permitted under the insurance
policies  obtained by  Landlord,  if any,  and Tenant,  Landlord and Tenant each
hereby waive any and all right of recovery

                                       96


<PAGE>



against the other or against the officers, employees, agents and representatives
of the other,  on account of loss or damage  occasioned to such waiving party or
its property or the property of others under its control to the extent that such
loss or damage is insured against under any fire and extended coverage insurance
policy which either may have in force at the time of such loss or damage.

                           ARTICLE X: USE OF PREMISES

         10.1 USE. The Premises  shall be used and occupied by Tenant solely for
Warehouse and light  manufacturing of coins and for no other purpose without the
prior written consent of Landlord,  which consent may be withheld by Landlord in
Landlord's sole discretion.

         10.2  SUITABILITY.  Tenant  acknowledges  that neither Landlord nor any
agent of Landlord has made any  representation  or warranty  with respect to the
Premises or the  improvements  or with respect to the  suitability of either for
the conduct of Tenant's  business,  nor has  Landlord  agreed to  undertake  any
modification,  alteration or improvement to the Promises  except as specifically
provided in this Lease. The continued possession of the Premises by Tenant shall
conclusively establish that the Premises and the improvements are at the date of
possession in satisfactory condition.  Landlord shall not be responsible for any
unknown latent defects or  deficiencies  in the  construction of the Premises or
the Improvements or any improvements or fixtures therein.  Tenant shall have the
right to inspect the property and contact the builder if there are any concerns.



                                       97


<PAGE>

         10.3 PROHIBITED USES.

                  (a) Tenant  shall not do or permit  anything  to be done in or
         about the Premises, nor bring or keep anything therein which will cause
         a cancellation of any insurance policy covering the Premises, nor shall
         Tenant sell or permit to be kept, used or sold in or about the Premises
         any articles  which may be prohibited by a standard form policy of fire
         insurance  unless  Tenant  provides   additional   insurance   coverage
         extending protection to cover all risks associated with these articles.

                  (b) Tenant shall not use the Premises or permit anything to be
         done in or about the Premises  which will in any way conflict  with any
         law,   statute,   ordinance  or  governmental  rule  or  regulation  or
         requirement  of duly  constituted  public  authorities  now in force or
         which may hereafter be enacted,  promulgated or created.  Tenant shall,
         at  Tenant's  sole cost and  expense,  promptly  comply  with all laws,
         statutes,   ordinances   and   governmental   rules,   regulations   or
         requirements  now in force or which may  hereafter be in force and with
         the  requirements  of any board of fire  underwriters  or other similar
         body now or hereafter  constituted  relating to or affecting the use or
         occupancy of the Premises,  including structural changes that relate to
         or affect the use

                  (c) Tenant shall comply with all  requirements of any recorded
         restrictive  covenants  or  bylaws  of any  association  affecting  the
         Premises.

                  (d) Tenant  shall not permit  smoking on the  Premises  at any
time.



                                       98


<PAGE>

                      ARTICLE XI: MAINTENANCE AND REPAIRS

         11.1  TENANT  MAINTENANCE  AND  REPAIRS.  During the Term of the Lease,
Tenant, at Tenant's expense, shall keep the Premises in good order and condition
and shall  maintain and shall make any and all repairs and  replacements  to the
interior  surfaces  of the  Premises  (including,  but  not  limited  to,  floor
coverings,  window coverings,  and wall coverings),  all windows and glass which
are part of the  Premises,  all light  fixtures,  and all doors to the Premises.
Tenant  shall,  at all times,  and at Tenant's  expense,  keep the Premises in a
neat,  clean,  and sanitary  condition and shall comply with all valid  federal,
state,  county and city laws and ordinances and all rules and regulations of any
duly constituted authority,  present or future,  affecting or respecting the use
or occupancy of the Premises by Tenant.  Tenant, at Tenant's expense, shall also
repair any  structural  damage to the  Premises  caused by Tenant,  or  Tenant's
employees, agents, contractors, invitees licensees, customers, or clients.

         11.2 LANDLORD  MAINTENANCE  AND REPAIRS.  Subject to the  provisions of
Article XIV below,  Landlord shall, during the Term of this Lease,  maintain and
make  necessary  structural  repairs to the  Premises  not  included as Tenant's
responsibility  pursuant to the provisions of Section 11.1, 14.3, and repairs to
heating,  ventilation  or air  conditioning  equipment  servicing  the Promises;
provided,  however,  that  damage to such  equipment  caused by Tenant  shall be
repaired at Tenant's  expense.  Tenant shall promptly notify Landlord in writing
of  any  condition  requiring  maintenance  or  repair  and  Tenant  shall  also
IMMEDIATELY  NOTIFY LANDLORD BY TELEPHONE IN THE CASE OF AN EMERGENCY.  LANDLORD
SHALL MAKE THE REPAIRS REQUIRED UNDER THIS SECTION IN A REASONABLE TIME,  WITHIN
FOURTEEN (14) WORKING DAYS, AFTER RECEIVING  WRITTEN NOTICE BY TENANT. IF ONE OR
ALL UTILITIES ARE SHUT DOWN FOR 24+ HOURS,  LANDLORD  SHALL HAVE RENT ABATED FOR
THE TENANT PER DIEM.



                                       99


<PAGE>


                       ARTICLE XII: HAZARDOUS SUBSTANCES

         12.1  ENVIRONMENTAL  COMPLIANCE.  Tenant (a) shall at all times  comply
with,  or  cause to be  complied  with,  any  "Environmental  Law"  (hereinafter
defined)  governing the Premises or the use thereof by Tenant or any of Tenant's
employees, agents, contractors,  invitees, licensees, customers, or clients, (b)
shall not use, store, generate,  treat,  transport, or dispose of, or permit any
of Tenant's employees, agents, contractors,  invitees, licensees,  customers, or
clients to use, store, generate, treat, transport, or dispose of, any "Hazardous
Substance"  (hereinafter  defined)  on  the  Premises  without  first  obtaining
Lessor's  written  approval,  (c) shall promptly and completely  respond to, and
clean up, in accordance with applicable  laws and  regulations,  any Release (as
hereinafter  defined) occurring on the Premises as a direct result of actions of
Tenant or Tenant's  employees or authorized  agents; and (d) shall pay all costs
incurred as a result of any  failure by Tenant to comply with any  Environmental
law,  which  failure  results in a Release or other change in the  environmental
state,  condition,  and  quality  of the  Premises  necessitating  action  under
applicable  Environmental  Laws,  including  with  limitation  the  costs of any
Environmental  Cleanup Work  (hereinafter  defined) and the  preparation  of any
closure or other  required  plans (all of the  foregoing  obligations  of Tenant
under this Section 12.1 are  hereinafter  collectively  (Tenant's  Environmental
Obligations).  Landlord hereby releases and indemnifies  Tenant from and against
any and all claims,  damages,  or liabilities  (including,  without  limitation,
attorneys' fees and reasonable  investigative and discovery cogs) resulting from
the environmental condition or quality of the Premises prior to the Commencement
date or from actions of Landlord or its agents or employees.  The  provisions of
this  Article XII shall  survive the  expiration  or other  termination  of this
Lease.

         12.2 DEFINITIONS. As used in this Lease (a) "Hazardous Substance" shall
mean (1) any "hazardous waste", "hazardous substance",  and any other hazardous,
radioactive, reactive, flammable,

                                       100


<PAGE>



infectious, solid wastes, toxic or dangerous substances or materials, or related
materials, as defined in, regulated by, or which form the basis of liability now
or hereafter  under any  Environmental  law; (2) asbestos,  (3)  polychlorinated
biphonyls (PCBs); (4) petroleum products or materials;  (5) underground  storage
tanks,  whether  empty or filled or  partially  filled with any  substance;  (6)
flammable  explosives (7) any substance the presence of which on the Premises is
or  becomes   prohibited  by  Environmental  Law;  (8)  urea  formaldehyde  foam
insulation; and (9) any substance which under Environmental Law requires special
handling or notification in its use, collection, storage, treatment or disposal;
(b)  "Environmental  Cleanup  Work" shall mean an  obligation  to perform  work,
cleanup, removal, repair,  remediation,  construction,  alteration,  demolition,
renovation or  installation  in or in  connection  with the Premises in order to
comply  with any  Environmental  Law;  (c)  'Environmental  Law"  shall mean any
federal,  state or local law, regulation,  ordinance or order, whether currently
existing or hereafter enacted,  concerning the environmental state, condition or
quality of the Premises or use, generation,  transport,  treatment,  removal, or
recovery of Hazardous Substances,  including building materials,  and including,
but not limited to, the  following:  (1) the Solid Waste Disposal Act as amended
by the Resource  Conservation and Recovery Act of 1976 (42 U.S.C.  Section 6901,
et seq.),  as  amended,  and all  regulations  promulgated  thereunder,  (2) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C.  Section  9601, et seq.),  as amended,  and all  regulations  promulgated
thereunder,  (3) the Hazardous Materials  Transportation Act (49 U.S.C.  Section
1801, et seq.), as amended, and all regulations promulgated thereunder,  (4) the
Toxic Substances  Control Act (15 U.S.C.  Section 2601, et seq. as amended,  and
regulations  promulgated  thereunder,  (5) the Clean Air Act (42 U.S.C.  Section
7401, et seq.), as amended, and all regulations promulgated thereunder,  (6) the
Federal  Water  Pollution  Control Act (33 U.S.C.  Section  125 1, et seq.),  as
amended, and all regulations  promulgated  thereunder,  and (7) the Occupational
Safety and Health Act (29 U.S.C.  Section  651, et seq.),  as  amended,  and all
regulations promulgated

                                       101


<PAGE>



thereunder, and (d) "Release" means the actual or threatened spilling,  leaking,
pumping,  pouring,  emitting,  emptying,   discharging,   injecting,   escaping,
leaching,  presence,  dumping,  migration of Hazardous Substances on or from the
Premises or adjacent  property,  or disposing of Hazardous  Substances  into the
environment.

                     ARTICLE XIII: FIXTURES AND ALTERATIONS

         13.1 ALTERATIONS. Tenant shall not make any physical alterations in the
Premises  or any of the  fixtures  located  therein  or  install  or cause to be
installed any trade  fixtures,  exterior  signs,  floor  coverings,  interior or
exterior lighting,  plumbing fixtures,  shades or awnings or make any changes to
the Improvements  front without first obtaining the written consent of Landlord,
which  consent  shall not be  unreasonably  withheld.  Tenant  shall  present to
Landlord plans and  specifications  for the  installation of any improvements or
fixtures at the time approval is sought from Landlord.  Any physical  change and
all rearrangements  which are made by Tenant with the approval of Landlord shall
be made at  Tenant's  expense.  Such  alterations,  decorations,  additions  and
improvements  shall not be removed from the  Premises.  Upon  expiration of this
Lease all such  alterations,  decorations,  additions and Improvements  shall at
once become the  Property of  Landlord.  At Lease  expiration,  Tenant  shall be
responsible  for removing any logo lettering on the glass door and/or windows of
the unit.

         13.2 CONDITIONS AND LIMITATIONS.  Landlord may impose as a condition to
granting any consent required by Section 13.1, such  requirements,  restrictions
and  limitations as Landlord may deem necessary in Landlord's  sole  discretion,
including  without  limitation,  the  manner  in which  the  work is  done,  the
contractors  by whom it is  performed,  and the time  during  which  the work is
accomplished.

                                       102


<PAGE>



         13.3  CONTRACTORS  AND  MATERIALMEN.  If any fixtures,  alterations  or
improvements  are allowed by Landlord,  Tenant shall  promptly pay all contracts
and  materialmen,  so as to eliminate the possibility of a lien attaching to the
Improvements or the Land, and should any such lien be made or filed by reason of
any fault of Tenant,  Tenant shall bond against or discharge the same within ten
(10) days after written request by Landlord.  Landlord shall have the right, but
not the  obligation,  to pay and  discharge  any such lien that  attaches to the
Premises and Tenant  shall  reimburse  Landlord for any such sums paid  together
with  interest at the rate of eighteen  percent  (18%)  within  thirty (30) days
after written demand by Landlord.

                       ARTICLE XIV: DAMAGE OR DESTRUCTION

         14.1  LANDLORD  TO REPAIR  IMPROVEMENT.  Subject to the  provisions  of
Sections  11.1;  14.2 and  14.3,  if  during  the term of this  Lease any of the
Improvements are damaged or destroyed by fire or other casualty,  Landlord shall
repair or restore the  Improvements.  The work of repair or  restoration,  which
shall be completed  with due diligence,  shall be commenced  within a reasonable
time  after the  damage  or loss  occurs.  To the  extent  that  such  damage or
destruction  interferes with Tenant's ability to use the Premises, as determined
by  Landlord,  rent  shall be abated  after the  damage  or  destruction  of the
Improvements  until  the  repair or  restoration  of the  Improvements  has been
completed. Tenant shall have the right to terminate this Lease if the effects of
delayed repair has potential to impair success of Tenant's business.

         14.2     LANDLORD'S OPTION TO TERMINATE LEASE. Notwithstanding anything
to the contrary in this  Article XIV, in the event that any of the  Improvements


                                       103


<PAGE>



Landlord shall have the right to terminate this Lease,  which  termination shall
be deemed to be effective as of the date of such  casualty,  upon the occurrence
of any of the following events:

         (a)  Insurance   proceeds  payable  with  respect  to  such  damage  or
destruction  are not sufficient to pay for the repair and/or  restoration of the
Improvements;

         (b) Repair and  restoration  of the  Improvements  cannot be  completed
within sixty (60) days after the occurrence of the casualty  causing such damage
or destruction;

         (c)More than thirty percent (30%) of the Improvements have been damaged
or destroyed by such casualty.

         Landlord's  option to terminate the Lease pursuant to the provisions of
this Section 14.2 must be exercised  within  thirty (30) days of the date of the
casualty  causing such damage or  destruction by written notice from Landlord to
Tenant.  In the event that Landlord  elects to terminate  the Lease  pursuant to
this Section 14.2, Tenant shall immediately surrender possession of the Premises
to  Landlord  and shall  assign to  landlord  (or if the same has  already  been
received by Tenant, pay to Landlord) all of Tenant's right,  title, and interest
in and to the insurance proceeds payable with respect to the Premises.

         14.3 TENANT'S OPTION TO TERMINATE  LEASE. If no default by Tenant under
this Lease has occurred and is then  continuing and if no event has occurred and
is then continuing  which,  with the giving of notice or lapse of time, or both,
would become such a default,  Tenant shall, if the  Improvements  are damaged or
destroyed  by  fire  or  other   casualty  and  repair  or  restoration  of  the
Improvements cannot be

                                       104


<PAGE>



completed  within  sixty (60) days  following  the  occurrence  of the  casualty
causing such damage or destruction, have the option of terminating this Lease by
written notice to Landlord, which termination shall be deemed to be effective as
of the date of the casualty.  Tenant's option to terminate the Lease pursuant to
the provisions of this Section 14.3 must be exercised within thirty (30) days of
the date of the casualty  causing such damage or destruction.  In the event that
Tenant  elects to terminate  this Lease  pursuant to this Section  14.3,  Tenant
shall  immediately  surrender  possession  of the Premises to Landlord and shall
assign to landlord (or if the same has already been  received by Tenant,  pay to
Landlord)  all of Tenant' a right,  title,  and interest in and to the insurance
proceeds payable with respect to the Premises.

                            ARTICLE XV: CONDEMNATION

         If all or any part of the Premises is taken or appropriated  for public
or  quasi-public  use by right of eminent  domain with or without  litigation or
transferred  by agreement in connection  with such public or  quasi-public  use,
Landlord and Tenant shall each have the right within thirty (30) days of receipt
of notice of taking,  to terminate this Lease on of the date possession is taken
by the condemning authority; provided, however, that before Tenant may terminate
this Lease by reason of taking or  appropriation,  such taking or  appropriation
shall be of such an extent and nature as to  substantially  handicap,  impede or
impair  Tenant's use of the Premises.  No award for any partial or entire taking
shall be apportioned,  and Tenant hereby assigns to Landlord any award which may
be made in such  taking or  condemnation,  together  with any and all  rights of
Tenant  now or  hereafter  arising  in or to the award or any  portion  thereof,
provided,  however,  that  nothing  contained  herein  shall be  deemed  to give
Landlord  any  interest in or to require  Tenant to assign to Landlord any award
made to Tenant for the taking of personal  property  and  fixtures  belonging to
Tenant,  for the interruption of or damage to Tenant's business and for Tenant's
unamortized

                                       105


<PAGE>



cost of leasehold improvements.  In the event of a partial taking which does not
result in a termination  of this Lease,  rent shall be abated in the  proportion
which the part of the Premises so made unusable  bears to the rented area of the
Premises immediately prior to the taking. No temporary taking of the Premises or
Tenant's  right therein or under this Lease shall  terminate  this Lease or give
Tenant  any right to any  abatement  of rent  thereunder,  and any award made to
Tenant by reason of any such temporary  taking shall belong  entirely to Tenant,
and Landlord shall not be entitled to any portion thereof.

                     ARTICLE XVI: ASSIGNMENT AND SUBLETTING

         16.1 LANDLORD'S  CONSENT REQUIRED.  Tenant shall not assign,  transfer,
mortgage,  pledge,  hypothecate or encumber this Lease or any interest  therein,
either voluntarily or involuntarily by operation of law or otherwise, and Tenant
shall not sublet the  Premises or any part  thereof,  without the prior  written
consent of Landlord and any attempt to do so without  such  consent  being first
had and obtained shall be void and shall constitute a breach of this Lease, such
consent shall not be unreasonably withheld.

         16.2 NO RELEASE OF TENANT.  No consent by Landlord to any assignment or
subletting by Tenant shall relieve  Tenant of any  obligation to be performed by
Tenant  under  this  Lease,  whether  occurring  before or after  such  consent,
assignment  or  subletting.  The  consent  by  Landlord  to  any  assignment  or
subletting  shall not relieve  Tenant from the  obligation to obtain  Landlord's
express written consent to any other assignment or subletting. The acceptance of
rent by Landlord from any other person or legal entity shall not be deemed to be
a waiver by  Landlord of any  provision  of this Lease or to be a consent to any
assignment,  subletting or other transfer. Consent to one assignment, subletting
or other

                                       106


<PAGE>



transfer shall not be deemed to constitute consent to any subsequent assignment,
subletting or other transfer.

         16.3 INCREASED  EXPENSES.  Tenant shall pay Landlord the amounts of any
increase in costs or expenses  incident to the occupancy of the Premises by such
assignee or subtenant,  including but not limited to, reasonable attorney's fees
incurred in connection with giving such consent.

              ARTICLE XVII: SUBORDINATION, ATTORNMENT AND ESTOPPEL

                                  CERTIFICATES

         17.1  SUBORDINATION.  This Lease at Landlord's  option shall be subject
and  subordinate to the lien of any mortgages or deeds of trust in any amount or
amounts  whatsoever  now or  hereafter  placed on or against the  Premises,  the
Improvements,  or on or against Landlord's  interest or estate therein,  without
the necessity of the execution  and delivery of any further  instruments  on the
part of Tenant to effectuate such subordination. Notwithstanding anything to the
contrary in this Article XVII,  this Lease shall remain in full force and effect
for the full term hereof, including any extensions,  so long as Tenant is not in
default hereunder.

         17.2  SUBORDINATION  AGREEMENT.  Tenant shall  execute and deliver upon
demand  without  charge  therefore,  such further  instruments  evidencing  such
subordination  of this Lease to the lien of any such mortgages or deeds of trust
as may be required by Landlord.

                                       107


<PAGE>



         17.3 ATTORNMENT. In the event of any foreclosure or the exercise of the
power of sale under any mortgage or deed of trust made by Landlord  covering the
Premises or the  Building,  Tenant shall attorn to the  purchaser  upon any such
foreclosure  or ale and  recognize  such  purchaser as the  Landlord  under this
Lease,  provided said purchaser  expressly  agrees in writing to be bound by the
terms of this Lease.

         17.4 ESTOPPEL CERTIFICATES. Tenant shall, from, time to time and within
thirty (30) days from receipt of prior written  notice from  Landlord,  execute,
acknowledge  and deliver to Landlord a statement in writing (a) certifying  that
this Lease is unmodified  and in full force and effect or, if modified,  stating
the nature of such  modification and certifying that this Lease, as so modified,
is in full force and effect and the date to which the rent and other charges are
paid in advance,  if any, (b) certifying that the Lease and any modifications of
this Lease  constitute  the entire  agreement  between  Landlord and Tenant with
respect  to the  Premises  and,  except  as set  forth  in  this  Lease  and any
modification of this Lease,  Tenant does not claim any right, title, or interest
in or to the Promises or any part thereof, (c) acknowledging that there are not,
to Tenant's  knowledge,  any uncured defaults on the part of Landlord hereunder,
or specifying such defaults,  if any are claimed,  and (d) certifying such other
matters  with  respect  to the  Lease.  and/or  the  Premises  as  Landlord  may
reasonably request.

         17.5  FAILURE TO DELIVER  CERTIFICATE.  If Tenant fails to deliver such
statement  within the time period referred to in Section 17.4 above, it shall be
deemed  conclusive upon Tenant that the (a) this Lease is unmodified and in full
force and effect,  (b) this Lease  constitutes  the.  entire  agreement  between
Landlord  and Tenant with respect to the  Promises  and,  except as set forth in
this  Lease,  Tenant does not claim any right,  title,  or interest in or to the
Premises, or any pad thereof, (c) there are no uncured defaults

                                       108


<PAGE>



in Landlord's  performance of Landlord's  obligations  under this Lease, and (d)
not more than one month's Monthly Base Rent has been paid in advance.

         17.6  TRANSFER  OF  LANDLORD'S  INTEREST.  In the  event  of a sale  or
conveyance  by Landlord of  Landlord's  interest  in the  Premises  other than a
transfer for security  purposes only,  Landlord shall be relieved from and after
the date  specified  in any such  notice  of  transfer  of all  obligations  and
liabilities  to Tenant which accrue after such sale or conveyance on the part of
Landlord,  provided that any funds in the  possession of Landlord at the time of
transfer in which Tenant has an interest  shall be  delivered  to the  successor
Landlord.  This Lease shall not be  affected  by any such sale or  transfer  and
Tenant shall attorn to the  purchaser or other  transferee  provided that all of
Landlord's  obligations  accruing hereunder from and after such sale or transfer
are assumed in writing by such purchaser or transferee.

         18.1 DEFAULT. The occurrence of any of the following shall constitute a
material default and breach of this Lease by Tenant:

                  (a) Any failure by Tenant to pay the Monthly Base Rent, or any
         other  monetary sums  required to be paid under this Lease,  where such
         failure  continues  for five (5) days after written  notice  thereof by
         Landlord to Tenant;

                  (b) Any material false statement made by Tenant to Landlord or
         its agents in any document delivered to Landlord in connection with the
         negotiation of this Lease.

                  (c)     The abandonment or vacation of the Premises by Tenant;

                                       109


<PAGE>



                  (d) A failure by Tenant to observe and perform any other term,
         covenant or  condition  of this Lease to be observed or  performed,  by
         Tenant,  whom such failure continues for thirty (30) days after written
         notice thereof by Landlord to Tenant;  provided,  however,  that if the
         nature of the default is such that the  default  cannot  reasonably  be
         cured within the thirty (30) day period,  Tenant shall not be deemed to
         be in  default  if Tenant  shall  within  the  thirty  (30) day  period
         commence action to cure the default and thereafter diligently prosecute
         the same to completion;

                  (e) The making by Tenant of any general  assignment or general
         arrangement  for the  benefit  of  creditors;  the filing by or against
         Tenant  of a  petition  to have  Tenant  adjudged  a  bankrupt  or of a
         petition for  reorganization  or arrangement  under any law relating to
         bankruptcy (unless, in the case of a petition filed against Tenant, the
         same is dismissed within sixty (60) days); the appointment of a trustee
         or receiver to take possession of substantially  all of Tenant's assets
         located at the  Premises or of Tenant's  interest in this Lease,  where
         possession  is not restored to Tenant  within  thirty (30) days; or the
         attachment,  execution,  or other judicial seizure of substantially all
         of Tenant's  assets located at the Premises or of Tenant's  interest in
         this Lease,  where such seizure is not  discharged  within  thirty (30)
         days.

         19.2 NONEXCLUSIVE  REMEDIES.  In the event of any such material default
or breach by Tenant  Landlord  shall have,  in  addition  to any other  remedies
provided in this Lease, the following nonexclusive remedies:

                  (a) At  Landlord's  option and without  waiving any default by
         Tenant,  Landlord  shall have the right to continue  this Lease in full
         force and effect and to collect all Monthly Base Rent, and any

                                       110


<PAGE>



         other  amounts  to be paid by Tenant  under this Lease as and when due.
         During any period that Tenant is in  default,  Landlord  shall have the
         right, pursuant to legal proceedings or pursuant to any notice provided
         for by law,  to enter  and take  possession  of the  Premises,  without
         terminating  this Lease,  for the purpose of reletting  the Premises or
         any part  thereof and making any  alterations  and repairs  that may he
         necessary or  desirable in  connection  with such  reletting.  Any such
         relating or relettings may be for such term or terms (including periods
         that exceed the balance of the term of this Lease), and upon such other
         terms,  covenants and  conditions  as Landlord may in  Landlord's  sole
         discretion deem advisable.  Upon each and any such reletting,  the rent
         or rents received by Landlord from such  reletting  shall be applied as
         follows:  (1) to the payment of any indebtedness  (other than rent) due
         hereunder  from  Tenant to  Landlord;  (2) to the  payment of costs and
         expenses  of  such  reletting,  including  brokerage  fees,  reasonable
         attorney's  fees, court costs, and costs of any alterations or repairs;
         (3) to the payment of any Monthly  Base Rent and any other  amounts due
         and unpaid  hereunder,  and (4) the residue,  if any,  shall be held by
         Landlord  and  applied in payment of future  Monthly  Base Rent and any
         other amounts as they become due and payable hereunder.  If the rent or
         rents received  during any month and applied as provided above shall be
         insufficient to cover all such amounts  including the Monthly Base Rent
         and any other  amounts to be paid by Tenant  pursuant to this Lease for
         such  month,  Tenant  shall  pay  to  Landlord  any  deficiency;   such
         deficiencies  shall be calculated and paid monthly.  No entry or taking
         possession  of the  Premises  by  Landlord  shall  be  construed  as an
         election by Landlord to terminate  this Lease,  unless  Landlord  gives
         written  notice of such  election to Tenant or unless such  termination
         shall be decreed by a court of competent jurisdiction.  Notwithstanding
         any reletting by Landlord without termination, Landlord may at any time
         thereafter  terminate  this Lease for such  previous  default by giving
         written notice thereof to Tenant.

                                       111


<PAGE>



                  (b)  Terminate  Tenant's  right to  possession  by  notice  to
         Tenant,  in which  case this Lease  shall  terminate  and Tenant  shall
         immediately  surrender possession of the Premises to Landlord.  In such
         event  Landlord  shall be entitled  to recover  from Tenant all damages
         incurred by Landlord by reason of Tenant's  default,  including without
         limitation the following:  (1) all unpaid rent which has been earned at
         the time of such  termination  plus (2) the  amount by which the unpaid
         rent which would have been earned after  termination  until the time of
         award  exceeds the amount of such rental loss that is proved could have
         been  reasonably  avoided;  plus  (3) any  other  amount  necessary  to
         compensate  Landlord  for  all  the  detriment  proximately  caused  by
         Tenant's failure to perform Tenant's  obligations  under this Lease, or
         in  addition  to or in lieu of the  foregoing  such  damages  as may be
         permitted from time to time under  applicable  State law. Upon any such
         reentry  Landlord shall have the right to make any reasonable  repairs,
         alterations  or  modifications  to  the  Premises,  which  Landlord  in
         Landlord's sole discretion deems reasonable and necessary.

                         ARTICLE XIV: ENTRY BY LANDLORD

         Landlord shall,  during the term of this Lease, have the right to enter
the  Premises  at  reasonable  times and upon  reasonable  notice to Tenant,  to
inspect or to show to prospective  tenants or  purchasers,  or to make necessary
repairs.  For purposes of this section,  twenty-four  (24) hours is deemed to be
reasonable notice. In the event of an emergency,  however, Landlord shall not be
required to give Tenant such notice,  provided  that Landlord  furnishes  Tenant
with the reason for the emergency entry within three days of such entry.

                                       112


<PAGE>



                              ARTICLE XX: INDEMNITY

         Tenant shall  indemnify  and hold  Landlord  harmless  from any and all
claims  of  liability  for any  injury  or  damage  to any  person  or  property
whatsoever occurring in, on or about the Premises or any part thereof during the
term of this Lease.  Tenant shall further  indemnify and hold Landlord  harmless
from and  against any and all claims  arising  from any breach or default in the
performance of any  obligation on Tenant's part to be performed  under the terms
of this  Lease,  or arising  from any act or  negligence  of  Tenant,  or any of
Tenant's  agents,  contractors,  employees,  licensees  or invitees and from and
against all costs, reasonable attorney's fees, expenses and liabilities incurred
in the defense of any such claim or any action or  proceeding  brought  thereon.
Tenant  shall not,  however,  be liable for damage or injury  occasioned  by the
negligence, intentional acts, or omissions of Landlord and Landlord's designated
agents or employees.  Tenant's  obligations  under this Article XX shall survive
the expiration or other termination of this Lease.

                             ARTICLE XXI: SURRENDER

         21.1 SURRENDER. Upon the expiration or other termination of this Lease,
Tenant  shall quit and  surrender to Landlord the  Premises,  together  with the
Improvements and all other property affixed to the Promises,  excluding Tenant's
equipment  and  fixtures,  in good order and  condition,  ordinary wear and tear
excepted.  Tenant shall,  prior to the  expiration or other  termination of this
Lease  remove all  personal  property  belonging  to Tenant  and  failing to do,
Landlord may cause all of said  personal  property to be removed at the cost and
expense of Tenant.  Tenant's  obligation  to observe and perform  this  covenant
shall  survive  the  expiration  or  other  termination  of this  Lease.  In the
alternative, Landlord may, at Landlord's

                                       113


<PAGE>



option,  treat any and all items not  removed by Tenant on or before the date of
expiration or of the  termination of this Lease as having been  relinquished  by
Tenant and such items shall become the property of Landlord  with the same force
and effect as if Tenant had never owned or  otherwise  had any  interest in such
items.

         21.2 HAZARDOUS  SUBSTANCES.  No spill,  deposit,  emission,  leakage or
other release of Hazardous Substance in the soils,  groundwaters or waters shall
be deemed to result  in either  (a) wear and tear that  would be normal  for the
term  of the  Lease;  or  (b) a  casualty  to  the  Premises.  Tenant  shall  be
responsible  to promptly  and  completely  cleanup any Release  occurring on the
Premises during the term of the Lease which directly results form the actions of
Tenant or its  employees  or  authorized  agents.  Tenant  shall  surrender  the
Premises  free of any  contamination  or other  damage  caused by such a Release
during the term of the  Lease.  Tenant's  obligation  to  cleanup  the  Premises
pursuant to the  provisions of this Article XXI shall survive the  expiration or
other termination of this Lease.

                        ARTICLE XXII: OPTION TO PURCHASE

         22.      Intentionally Deleted.

                          ARTICLE XXIII: MISCELLANEOUS

         23.1  SIGNS.  Tenant,  at its own cost,  may place and  maintain a sign
advertising  Tenant's business in the window of the Premises so long as the sign
complies with the rules and regulations of the Condominium  Owners'  Association
for the Premises.

                                       114


<PAGE>



         23.2  PARKING  SPACE.  Tenant  shall  be  entitled  to  the  use  of 13
unreserved parking spaces appurtenant to the Premises for the benefit of Tenant,
its employees, agents, and invitee for the Term of the Lease.

         23.3 ENTIRE  AGREEMENT.  This  instrument  along with any  exhibits and
attachments  hereto constitutes the entire agreement between Landlord and Tenant
relative to the Premises and this Lease and the exhibits and  attachments may be
altered,  amended or revoked  only by an  instrument  in writing  signed by both
Landlord and Tenant.  All prior or  contemporaneous  oral agreements between and
among  Landlord and Tenant and their agents or  representatives  relative to the
leasing of the Premises are merged in or revoked by this Lease.

         23.4 SEVERABILITY. If any term or provision of this Lease shall, to any
extent,  be  determined  by a court of competent  jurisdiction  to be invalid or
unenforceable,  the remainder of this Lease shall not be affected  thereby,  and
each term and provision of this Lease shall be valid and be  enforceable  to the
fullest extent permitted by law.

         23.5 COSTS OF SUIT.  If Tenant or  Landlord  shall bring any action for
any relief  against the other,  declaratory  or  otherwise,  arising out of this
Lease,  including any suit by Landlord for the recovery of rent or possession of
the Premises,  the losing party shall pay the successful  party a reasonable sum
for attorney's fees whether or not such action is prosecuted to judgment.

                                       115


<PAGE>



         23.6 TIME AND REMEDIES.  Time is of the essence of this Lease and every
provision hereof. All rights and remedies of the parties shall be cumulative and
nonexclusive of any other remedy at law or in equity.

         23.7 BINDING EFFECT,  SUCCESSORS AND CHOICE OF LAW. All time provisions
of this Lease are to be construed as both covenants and conditions as though the
words importing such covenants and conditions were used in each separate Section
of this Lease. Subject to any provisions restricting assignment or subletting by
Tenant as set forth in  Article  XVI,  all of the terms  here-of  shall bind and
inure to the benefit of the parties  hereto and their  respective  heirs,  legal
representatives, successors and assigns.

This Lease shall be governed by the laws of the State of Utah.

         23.8  WAIVER.  No term,  covenant or  condition  of this Lease shall be
deemed waived, except by written consent of the party against whom the waiver is
claimed,  and any waiver of the breach of any term,  covenant or condition shall
not be deemed to be a waiver of any preceding or  succeeding  breach of the same
or any  other  term,  covenant  or  condition.  Acceptance  by  Landlord  of any
performance  by Tenant  after the time the same shall have  become due shall not
constitute  a waiver by Landlord of the breach or default of any term,  covenant
or condition unless otherwise expressly agreed to by Landlord in writing.

         23.9 HOLDING OVER.  If Tenant  remains in possession of all or any part
of the Premises after the expiration of the term of this Lease,  with or without
the express or implied consent of Landlord,  such tenancy shall be from month to
month only,  and not a renewal  hereof or an extension for any further term, and
in such case,  rent and other sums due hereunder shall be payable at one hundred
fifty  percent (150 %) of the Monthly Base Rent in effect  immediately  prior to
such holdover period.

                                      116


<PAGE>



         23.10  RECORDING.  No copy of this Lease will be  recorded on behalf of
either party,  but in lieu  thereof,  Landlord and Tenant agree that each will ,
upon the request of the other,  execute,  in recordable  form, a 'short form' of
the Lease,  which "short form* shall contain a description of the premises,  the
term of the Lease, the parties to the Lease. The 'short form' of the Lease shall
not  modify the terms of the Lease or be used in  interpreting  the Lease and in
the event of any  inconsistency  between  this Lease and the "short form* of the
Lease, the terms and conditions of this Lease shall control.

         23.11 REASONABLE  CONSENT.  Except as limited  elsewhere in this Lease,
wherever  in this  Lease  Landlord  or Tenant is  required  to give  consent  or
approval to any action on the part of the other,  such consent or approval shall
not be unreasonably  withheld. In the event of failure to give any such consent,
the other party shall be entitled to specific  performance at law and shall have
such other remedies as am reserved to such party under this Lease.

         23.12 NOTICE. Any notice required to be given under this Lease shall be
given in writing and shall be delivered in person or by  registered or certified
mail, postage prepaid, and addressed to the addresses for Landlord and Tenant ad
forth above. Such notice shall be deemed delivered when personally  delivered or
upon  deposit  of the notice in the United  States  mail in the manner  provided
above.

         23.13 NO  PARTNERSHIP.  Landlord does not, as a result of entering into
this  Lease,  in any way or for any  purpose  become  partner  of  Tenant in the
conduct of Tenant's business,  or otherwise,  or joint venturer or a member of a
joint enterprise with Tenant.

                                       117


<PAGE>



         23.14  EXHIBITS AND/OR ADDENDUMS. There shall be an Exhibit or Addendum
A attached to this Lease.

         IN WITNESS WHEREOF, the parties hereto have executed this Lease the day
and year first above written.

LANDLORD:                                   TENANT: The Great Western Mint, Inc.


BY: /S/ A. BLAINE SMITH                     BY: /S/ EUGENE PANKRATZ
   -----------------------                     -------------------------
         BLAINE SMITH                       ITS:     PRESIDENT



         Tenant is a corporation, each individual executing this lease on behalf
of Tenant  represents  and warrants  that he is duly  authorized  to execute and
deliver  this  lease on behalf of the  corporation,  in  accordance  with a duly
adopted resolution of the Board of Directors of the corporation or in accordance
with the By-Laws of the  corporation,  and that this lease is binding  upon said
corporation in accordance with its terms.



                                       118


<PAGE>

                    CORPORATE GUARANTEE OF LEASE OBLIGATIONS

For  value  received,  the  receipt  of which  is  hereby  acknowledged,  and in
consideration of executing this lease of the premises,

I/We, the undersigned,  hereby execute this Corporate Guarantee, wherein Liberty
Mint, LTD, a Colorado  corporation  does hereby  guarantee all obligations  with
regard to this lease both monetary and non- manetary.  This Guarantee  shall not
be affected or prejudiced by any extension of time,  payment  agreement or other
indulgence  granted to tenant, or by agreement  affecting said obligations under
the Lease, and the undersigned hereby waives notice of all the aforesaid. In the
event that it becomes  necessary to  institute  collection  proceedings  on this
Guarantee,  Liberty Mint, LTD hereby agrees to pay any and all collection  costs
incurred including court costs and attorneys fees along with accrued interest.

Guarantor: LIBERTY MINT, LTD


BY:      /S/   DAN SOUTHWICK
   ----------------------------------
ITS:          PRESIDENT

                                       119


<PAGE>



                               LEASE ADDENDUM "A"

     This Lease  Addendum is entered into effective  October 6, 1999,  regarding
the "Lease Agreement" dated October 6, 1999 between The Great Western Mint, Inc.
as Tenant and A. Blaine Smith as Landlord,  pursuant to the  office/warehouse at
975 North 1430 West, Orem, Utah.

     Now  therefore,  for good  and  valuable  consideration,  the  receipt  and
sufficiency  of which is hereby  acknowledged,  notwithstanding  anything to the
contrary,  it is hereby  agreed that the Landlord  shall  provide at  Landlord's
expense, the following tenant improvements to the leased premises:

              1. Any electrical  work after occupancy of building to be paid for
              by tenant,  including 277/480Y Voltage.  2. Change hinges on front
              door from right to left  side.  Cost of  $600.00.  This cost to be
              split  1/2  each.  3.  Cost of  building  press  and safe  room in
              warehouse area to be split 1/2 each: tenant & landlord.  This area
              to be considered warehouse area for purpose of rental at $0.45

Signed effective the October 6, 1999.


      /S/ EUGENE H. PANKRATZ
------------------------------------
Landlord, A. Blaine Smith



     /S/ A. BLAINE SMITH
------------------------------------


                                       120


<PAGE>



LEASE ADDENDUM "B"

     This Lease Addendum is entered into effective December 20, 1999,  regarding
the "Lease Agreement" dated October 6, 1999 between The Great Western Mint, Inc.
as Tenant, and A. Blaine Smith as Landlord,  pursuant to the office/warehouse at
975 North 1430 West, Orem, Utah.

     Now  therefore,  for good  and  valuable  consideration,  the  receipt  and
sufficiency  of which is hereby  acknowledged,  notwithstanding  anything to the
contrary,  it is hereby  agreed that the first year base lease amount shall be $
4,546.00 per month. This is based on the following formula:

Tenant Improvements (paid by Tenant)             $ 45,340 (including electrical)
less Landlord share of back room                -   2,250
less Tenant deposit paid                        -   7,500
PLUS TENANT CARPET UPGRADE                       +  1,645
                                                ----------
Total                                             $37,235
PLUS 2 POINTS FOR FINANCING                           745
                                                ----------

     Total                              $37,980 @ 9% for 36 months = $ 1,208
     PLUS ORIGINAL LEASE AMOUNT                                      $ 3,338
                                                                     -------
     new Monthly Base Rent                                           $ 4,546

An  electrical  charge of $12,185 is included  above.  If the actual  electrical
charge is more or less than  $12,185,  the new Monthly Base Rent amount shall be
adjusted according to the above formula proportionately.

Signed effective the December 20, 1999.



      /S/   A. BLAINE SMITH
-----------------------------------
Landlord, A. Blaine Smith



     /S/    EUGENE PANKRATZ
-----------------------------------
Tenant, The Great Western Mint, Inc.
by Gene PanKratz, President



                                       121