LEASE

                              BETWEEN

                       Wischmeyer Properties

                             ("LESSOR")

                                AND

                             Nutek, Inc.

                             ("LESSEE")

<PAGE>

LEASE

This lease agreement is made and entered into this 15th day of
October, 1999, by and between, Wischmeyer Properties, ("Lessor") and
Nutek, Inc., a Nevada Corporation, ("Lessee").

WITNESSETH:

FOR VALUE RECEIVED, it is hereby agreed as follows:

ARTICLE I - DEMISED PREMISES

1.1  The Lessor, by these presents does hereby lease and rent unto the
said Lessee and said Lessee hereby agrees to lease and take upon the
terms and conditions which hereinafter appear the following described
property:  premises (approximately 4,200 square feet in size) an
additional (approximately 2,200 square feet in size Mezzanine level
which is rent free), of office warehouse space, which is part of an
approximate 8,470 square foot building hereinafter called "Demised
Premises."  This rental does not include another building which is
located on this property which is approximately 4,200 square feet in
size.  Said Demised Premises are located on the corner of Chemical
Lane and Research Drive, Huntington Beach, California. The exact
physical address being 15722 Chemical Lane, Huntington Beach, CA
92649.

ARTICLE 2 - RENTAL

2.1 Minimum Guaranteed Rental. Beginning with the "Commencement Date"
as defined in Article 3, and throughout the term hereof. Lessee agrees
to pay to Lessor, or its agents, at the address first above written,
or at any other place designated by Lessor, without offset, notice or
deduction, a monthly rental payment of two thousand eight hundred and
fifty six ($2,856.00) per month for months (1-12), a monthly rental
payment of two thousand nine hundred and forty one dollars and sixty
eight cents ($2,941.68) per month for months (13-24),  a monthly
rental payment of three thousand and twenty nine dollars and ninety
three cents ($3,029.93) per month for months (25-36).  .  This monthly
rental payment represents a fair market value for the rental of the
Demised Premises.

Lessee's share of common area operating expenses are forty nine (49%)
percent, common area operating to only include increases in property
taxes and property insurance. (See Article 7)

Said monthly installments are hereinafter referred to as "Minimum
Guaranteed Rental."

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<PAGE>

ARTICLE 3 - TERM

3.1  The term of this Lease shall be for two (3) years, commencing on
December 1, 1999 and terminating on November 30, 2002.  Rent commencement
date is December 1, 1999.

ARTICLE 4 - SECURITY DEPOSIT

4.1  Security Deposit of Three Thousand and twenty nine dollars and
ninety three cents  ($3,029.93) , which shall be returned to Lessee
without interest within ten (l0) days after the expiration of term of
this Lease (not with standing this Lease may be sooner terminated),
provided, however that Lessee has fully and faithfully carried out all
off the terms, covenants and conditions on its part to be performed.
Lessor shall have the right to apply any part of said Security Deposit
to cure any default of Lessee.

4.2  In the event of bankruptcy or other debt-creditor proceedings
against, any Security Deposit shall be deemed to be applied first to
the payment of Minimum Guaranteed Rental and other charges due Lessor
by Lessee for all periods prior to the filing of such proceedings.

4.3  In the event Lessee subleases, assigns or otherwise transfers its
interest in this Lease, as more fully set forth in Article 17 of this
Lease, Lessor may demand and Lessee shall be obligated to pay upon
such demand, a sum equal to the then current Minimum Guaranteed
Rental, as additional Security Deposit to be held by Lessor for the
balance of the term of this Lease.

ARTICLE  5 - REAL ESTATE TAXES

5.1  Lessor shall be responsible for all real estate taxes, the
Lessee's proportion of the real estate taxes are included in the
Minimum Guaranteed Rental of the Demised Premises.   This proportion
is based upon the ratio of square feet of the Demised Premises
compared to the total square feet of leasable space in the Demised
Premises.  Lessee shall pay all assessments and all taxes levied on
its own personal property. Additionally, Lessee shall pay its
proportionate share of the cost of any appeals made by Lessor of the
real property assessment based upon the same billing ratio as the real
estate taxes. Lessee shall further pay any tax that may be levied or
assessed upon the rent reserved hereunder by any government authority
acting under any present or future laws as a substitute in whole or in
part for any real estate taxes.

SECTION 6 - PROPERTY INSURANCE

6.1   Lessor shall maintain during the term of this Lease, insurance
policy or policies covering, without limitation, public liability,
personal and bodily injury and property damage liability coverage,
fire and extended coverage, vandalism and malicious mischief and all
broad form coverage's, rent loss insurance, sign insurance and any
other insurance that may be carried by Lessor covering the common
areas and the Demised Premises in all limits and deductibles selected
by Lessor.  Lessee's Minimum Guaranteed Rent includes its proportional
share of the property insurance.
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<PAGE>

ARTICLE 7 - DEMISED PREMISES'S OPERATING COSTS

7.1  The term "common areas" means all areas and the facilities outside the
Demised Premises and within the exterior boundaries of the Demised Premises
as may be modified from time to time that are provided and designated by
Lessor from time to time for the general use and convenience of Lessee and
of other terms of the Demised Premises and their respective authorized
representatives and invitees. Common areas include, without
limitation, walkways, landscaped areas, sidewalks, storage areas,
loading areas, parking areas, roads, canopies and public restrooms.
The common areas provided by Lessor shall at all times by subject to
the exclusive control and management of Lessor. Lessor shall have the
right to establish, modify and enforce uniform, nondiscriminatory
rules and regulations with respect to the common areas hereinbefore
mentioned, and Lessee agrees at all times to abide by and conform to
such rules and regulations.

7.2  All common areas and facilities not within the Demised Premises
which Lessee may be permitted to use and occupy are to be used and
occupied under a revocable license, and if any such license be
revoked, or if the amount of such areas be diminished, Lessor shall
not be subject to any liability nor shall Lessee be entitled to any
compensation or diminution or abatement of Minimum Guaranteed Rental,
nor shall such revocation or diminution of such areas be deemed
constructive or actual eviction.

7.3   Lessee Guaranteed Minimum Rental includes, its prorata share of
the costs of maintaining, managing, operating and repairing the
Demised Premises and the common areas. Lessee's prorata share is
included in its Guaranteed Minimum Rental.   This was determined in
determining that portion of the whole which the rentable square feet
area of the Demised Premises bears to the total square feet of
leasable space in the Demised Premises.

7.4   The "Demised Premises' Operating Costs" shall be the total costs
and expense incurred by Lessor in operating, managing, maintaining and
repairing the Demised Premises and the common areas including, without
limitation: repairs to curbs, sidewalks, gutters, drywells, perimeter
and trash container walls and pavements; sealing, renovating,
repairing, maintaining or replacing roofs on the canopies and other
common area structures: purchase, construction and maintenance of
trash receptacles, seating and furnishings; utilities; removal of
rubbish and debris; regulation of traffic: costs and expenses incurred
in renting and the depreciation on a straight line basis over a
reasonable useful life thereof or any owned equipment and machinery
used in the operation with such equipment; costs and expenses of
planting, replanting, maintaining and replacing systems(s) including
water charges; sprinkler repair, replacement and maintenance costs;
public liability and property damage insurance and pest control plus
an amount for the administration, management, operation and overseeing
of the  Demised Premises and the common areas of the Demised Premises
whether said services are provided by Lessor or by a third party
property management agent.

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ARTICLE  8 - HOLDING OVER

33.1  If Lessee, with Lessor's consent, remains in possession of the
Demised Premises after the expiration of the term hereof, it shall be
considered a month-to-month Lessee.   During any such month-to-month
tenancy, Lessee shall pay to Lessor one hundred fifty (150%) percent
of the Minimum Guaranteed Rental paid during the last month of the
Lease term plus any forms of additional rent including Percentage
Rental, if required by said Lease. All other provisions of tiffs Lease
except those pertaining to term and option to extend shall apply
during the month-to-month tenancy.

ARTICLE  9  - LATE CHARGE.

9.1 In the event Lessee is late in the payment of Minimum Guaranteed
Rental or other sums of money required to be paid under this Lease,
Lessee agrees to pay Lessor a late charge equal to the greater of One
Hundred  ($100.00) Dollars or ten (10) cents each dollar of each
payment five (5) days or more in arrears. Said late charge shall be to
cover extra expenses incurred by Lessor in handling delinquent
payments. In addition to the late charge referred to above, any and
all payments in arrears for more than fifteen (15) days shall bear
interest, from the due date, payable as additional rent to Lessor at
the interest rate of eighteen (18%) percent per annum.  The provisions
of this Article are cumulative and shall in no way remove the other
remedies available to Lessor in the event of Lessee's default as
provided under this Lease.  Lessor shall have the right to require
that Lessee pay any sums due hereunder in the form of Cashiers Check
or Money Order should any payments made by Lessee to Lessor be
returned to Lessor for any reason. Lessee shall pay to Lessor a charge
of $100.00 for each dishonored check from Lessee returned by Lessor.

ARTICLE 10 - LESSOR'S RIGHT TO CURE

10.1  In the event of breach, default, or noncompliance hereunder by
Lessor, Lessee shall, before exercising any right or remedy available
to it, give Lessor written notice of the claimed breach, or
noncompliance. If prior to its giving such notice Lessee has been
notified in writing by way of Notice of Assignment of Rents and
Leases, or otherwise to the address of a lender which has furnished
financing that is secured by a mortgage or deed of Trust on the
Demised Premises concurrently with giving the aforesaid notice to
Lessor, Lessee shall, by Certified Mail, transmit a copy thereof to
such lender. For the thirty (30) days following such notice (or such
longer period of time as may be reasonably required to cure a matter
which, due to its nature, cannot reasonable be remedied within thirty
(30) days), Lessor shall have the right to cure the breach, default or
noncompliance involved.  If Lessor has failed to cure a Default within
said period, any such lender shall have an additional thirty (30) days
within which to cure the same or, if such default cannot be cured
within that period, such additional time as may be necessary if within
such thirty (30) day period said lender has commenced and is
diligently pursuing the actions or remedies necessary to cure the
breach, Default or noncompliance involved (including, but not limited
to, commencement and prosecution


                                 4
<PAGE>

of proceedings to foreclose or otherwise exercise its rights under its
mortgage or other security instrument if necessary to effect such
cure, in which event this Lease shall not be terminated by Lessee so
long as such actions or remedies are being diligently pursued by said
lender.)

10.2  Anything in this Lease to the contrary notwithstanding, Lessee
agrees that it shall look solely to the estate and property of Lessor
in the land and buildings comprising the Demised Premises and subject
to prior rights of any mortgagee of the Demised Premises or any part
thereof, for the collection of any judgment (or other judicial
process) requiring the payment of money by Lessor in the event of any
default or breach by Lessor with respect to any terms, covenants, and
conditions of this Lease to be observed and/or performed by Lessor,
and no other assets of Lessor shall be subject to levy, execution or
other procedures for the satisfaction of Lessee's remedies.

ARTICLE 11 - FIXTURES

11.1   All fixtures installed by Lessee shall be new or completely
reconditioned.  Lessee shall not make or cause to be made any
alternations, additions or improvements, or install or cause to be
installed any fixtures, shades or awnings, or make any changes to the
Demised Premises without first obtaining Lessor's written approval.
Lessee shall present to the Lessor two (2) sets of plans and
specifications for such work at the time approval is sought.

11. 2  All alterations, decorations, additions or improvements made by
Lessee, or made by the Lessor on the Lessee's behalf by agreement
under this Lease, shall remain the property of the Lessee for the term
of the Lease or any extension or renewal thereof.  Any alterations,
decorations, additions and improvements shall not bed removed from the
Demised Premises without Lessor's written consent.

11.3  If after default in payment of Minimum Guaranteed Rental or any
other charges provided for in this Lease, the Lessee moves out or is
dispossessed and fails to remove any trade fixtures, signs, or other
property prior to such said default, removal, expiration of Lease, or
fixtures, signs and property shall be deemed abandoned by Lessee and
shall become the property of the Lessor, or Lessor, at Lessor's
option, may notify Lessee to remove same at Lessee's own cost and
expense, and upon the failure of Lessee to do so, Lessor may, in
addition to any other remedies available to is, remove said property,
as the duly authorized agent of Lessee, at Lessee's expense and place
the property in a public storage facility at the expense of Lessee or
deliver the property to Lessee.

ARTICLE 12 - ALTERATIONS

12.1  Lessor shall construct the Demised Premises in compliance with
all governmental building regulations.

Lessee may, at its own expense, make such alterations and improvements
to the


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Demised Premises and install interior partitions as it may require,
provided that the written approval of the Lessor is first obtained and
that such improvements and alterations are done in a workmanlike
manner in keeping with all building codes and regulations and in no
way harm the structure of the Demised Premises, provided that at the
expiration of the Lease or any extension thereof, Lessee, at its
expense, restores the within Demised Premises to its original
condition and repairs any damage to the Demised Premises, resulting
from the installation or removal of such partitions, fixtures, or
equipment as may have been installed by Lessee is requested to do so
by Lessor.

12.3  The Lessor shall not be liable for any labor or materials
furnished or to be furnished to the Lessee upon credit, and no
mechanic's or other lien for any such labor or materials shall attach
to or effect the reversion or other estate or interest of the Lessor
in and to the Demised Premises.  Whenever any mechanic's lien shall
have been filed against the Demised Premises, based upon any act or
interest of the Lessee or of anyone claiming through the Lessee, or if
any security agreement shall have been filed for or effecting any
materials, machinery, or fixtures used in the repair, construction, or
operation thereof, the Lessee shall immediately take such action by
bonding, deposit, or payment as will remove the lien or security
agreement.

12.4  If Lessee has not removed the lien within ten (10) days after
noticed to Lessee, Lessor may pay the amount of such mechanic's lien
or security agreement or discharge the same by deposit, and the amount
so paid or deposited, shall be deemed additional rent reserved under
this Lease, and shall be payable forthwith by Lessee to Lessor with
interest at eighteen (18%) percent per annum from the date of payment
by Lessor, and with the same remedies to the Lessor, if not paid, as
in the case of default in the payment of Minimum Guaranteed Rental as
herein provided.

12.5  Lessor or its representatives shall have the right to go upon
and inspect the Demised Premises at all reasonable times and shall
have the right to post and keep posted thereon notices of non-
responsibility or such other notices which Lessor may deem to be
proper for the protection of Lessor's interest in the Demised
Premises.  Lessee shall, before the commencement of any work which
might result in any such lien, give to Lessor written notice of
Lessee's intention to do so in sufficient time to enable the positing
of such notices.


ARTICLE 13 - MAINTENANCE

13.1  Lessee shall at all times keep the Demised Premises (including
maintenance, replacement and repair of exterior entrances, all glass
and window moldings, all partitions, doors, fixtures, ceiling tile,
lighting, heating and plumbing fixtures, air conditioning system and
any appurtenances thereof) in good order, condition and repair
(including reasonable periodic painting as determined by Lessor.)
Lessee shall maintain the heating and air conditioning equipment
serving the Demised Premises including changes thereto as a result of
laws concerning chlorofluorocarbons. Lessee shall be responsible to
repair any and all damage to the Demised Premises or to the building
of which the Demised Premises are a part, if the damage was caused by
a break-in or burglary or attempted break-pin or burglary of the
Demised Premises.

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<PAGE>

13.2  Should Lessee not maintain the Demised Premises to Lessor's
satisfaction, Lessor may notify Lessee in writing of the maintenance
item(s) which do not meet Lessor's satisfaction.  Lessee shall have
ten (10) days from the date of Lessor's notice to comply with Lessor's
notice.  Should Lessee not comply within the ten (10) day period,
Lessor shall have the rig ht to make the necessary repairs or provide
the necessary maintenance to the Demised Premises and Lessor may
charged the cost of such repair of maintenance plus a handling fee
equal to fifteen (15%) percent of the costs of such repair or
maintenance directly to Lessee as additional rent which amount shall
be due and payable by Lessee to Lessor within ten (10) days after the
date of Lessor's billing to Lessee.

ARTICLE 14 -  RESPONSIBILITY TO DEMISED PREMISES

14.1  Lessor agrees to keep in good order and repair the roof,
exterior walls (exclusive of all glass and doors which shall be the
responsibility of Lessee), water, sewer and fire sprinkler systems, if
any, but not the fixtures pertaining to such systems which shall be
the responsibility of the Lessee to maintain.  Lessor shall also
maintain and repair the structural portions of the Demised Premises
and the building of which the Demised Premises are a part.

14.2 If Lessor is required to make repairs by reason of the acts or
omissions of Lessee, its agents, employees, contractors, its invitees,
Lessor may charge the cost of such repair plus a handling fee equal to
fifteen (15%) percent of total cost of said repairs directly to Lessee
as additional which shall be due and payable by Lessee to Lessor
within ten (10) days after Lessor's billing to Lessee.

14.3 Lessor gives to Lessee exclusive control of the Demised Premises
and Lessor shall be under no obligation to inspect said Demised
Premises. Lessee shall at once reproduce in writing to Lessor any
defective condition known to Lessee which Lessor is required to
repair, and failure to so report such defects shall make Lessee
responsible to Lessor for any liability incurred by Lessor by reason
of such detect. Notwithstanding any provision in this Lease to the
contrary: Lessor shall not be responsible or liable to Lessee for any
injury or damage from acts or omissions of persons occupying the
property adjoining the Demised Premises or any part of the building of
which the Demised Premises is a part, or for any injury or damage
resulting to the Lessee, for its property from bursting, stoppage, or
leaking of water, gas, sewer, or steam pipes, or from any structural
defect in the roof exterior walls or the like.



                               7
<PAGE>

ARTICLE 15 - USE

15.1   The Demised Premises shall continuously be used general office
use, assembly of plastic clocks and manufacture and distribution of
apparel. Lessee shall do business from the Demised Premises under the
trade name of Nutek Inc, with the following divisions, (Elite Fitness
Systems Inc, Kristi & Co. Inc., Century Clocks Inc.). The Demised
Premises shall not be used for any illegal purpose nor in any manner
to create any nuisance or trespass not in any manner to violate the
insurance or increase the rate of insurance on the Demised Premises or
the Demised Premises and shall be subject to rights of other Lessee's
leases.

15.2   Lessee shall operate one hundred (100%) percent of the Demised
Premises during the entire term of this Lease with due diligence and
efficacy unless prevented from doing so by caused beyond Lessees
control.

15.3  Lessee will not use or occupy the Demised Premises in violation
of the certificate of occupancy issued for the building of which the
Demised Premises form a part, and in the event that any governmental
authority having jurisdiction thereof shall hereafter consent and/or
declare by notice any violation or in any manner whomsoever that the
Demised Premises are being used for a purpose which is a violation of
such certificate of occupancy, Lessee shall upon five,(5) days written
notice from Lessor, immediately discontinue such use of the Demised
Premises.

15.4   Lessee agrees that Lessor shall have the right to prohibit the
continued use by Lessee of any unethical or unfair methods of business
operation, advertising or interior display, if, in the Lessor's
opinion, the continued use thereof would impair the reputation of the
Demised Premises as a desirable place or is otherwise out of harmony
with the general character thereof, and upon notice from Lessor,
Lessee shall refrain from or discontinue such activities.

15.5  Lessee shall not perform any acts or carry on any practices
which may injure the Demised Premises or the Demised Premises or
constitute waste thereof or be a nuisance or menace to other neighbors
in the surrounding area.

ARTICLE 16- ASSIGNMENT AND SUBLETTING

16.1 Lessee shall not assign this Lease, or any interest therein, and
shall not sublet the Demised Premises or any part thereof, or any
right or privilege appurLessee thereto, or permit any other person
(the employees, officers and servants of Lessee excepted) to occupy or
use the Demised Premises, or any portion thereof without first
obtaining the written consent the of Lessor.  Consent by Lessor to one
assignment, subletting, occupation or use by another person or entity
shall not be deemed to be consent to any subsequent assignment,
subletting, occupation or use by another person or entity. Consent to
an assignment shall not release file original named Lessee or any
Guarantors from liability for the continued performance of the terms
and provisions on the part of

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the Lessee to be kept and performed. Any assignment or subletting
without the prior without approval of Lessor shall be void, and shall,
at the option of the Lessor, terminate this Lease. Neither this Lease
nor any interest therein shall be assignable, as to the interest of
the Lessee by operation of law, without the prior written consent of
Lessor. In addition to any considerations which Lessor may have
relative to approving a proposed assignment of this Lease, the
provisions contained in Article 34.5 of this Lease shall prevail.

16.2  Lessor covenants that Lessor shall not unreasonably withhold its
consent to any requested assignment or subletting. In the event any of
the following are not satisfied in Lessor's sole and absolute
discretion, and Lessor chooses to withhold consent to any such
requested assignment or subletting, such withholding shall be deemed
to be reasonable:

16.3 The intended use of the Demised Premises by such proposed
assignee or sublessee:

(a)  	shall not violate the Use clause as stated in Article 15.1 of
this Lease, or any laws or rights granted to other Lessee, occupants
or parcel owners of the Demised Premises or those retained by Lessor;

(b)	shall confirm with Lessor's desired "Lessee mix" within the
Demised Premises;

(c)	shall be in keeping with the quality and character of the
Demised Premises and not constitute a nuisance;

(d)	shall not cause an increase in the Demised Premises' Operating
Costs;

(e)     The proposed assignee or sublessee shall be of sound financial
net worth and have sufficient liquid capital at properly operate the
business and that the financial capacity of the assignee or sublessee
is not less than the Lessee as of the execution of this Lease or at
the time of the proposed assignment or sublease;

(f)   The business skills, experience and reputation of the subLessee
or assignee must be well-established enough to ensure Lessor of a
successful business operation; and,

(g)  Any other reasonable ground that the Lessor, in its judgment,
relies upon.

16.4  If the Lessee is a corporation, an unincorporated association or
a partnership, the transfer assignment or hypothecation of any stock
or interest in such corporation, association or partnership, the
transfer, assignment or hypothecation of any stock or interest in such
corporation, association or partnership in the aggregate in excess of
fifty (50%) percent shall be deemed an assignment within the meaning
and provision of this Article 16.   Lessee shall have the right
without Lessor's consent to assign this Lease or sublet the Demised
Premises or any part thereof, to any corporation provided that the

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resulting entity from such merger or consolidation shall have a net
worth not less than Lessees when Lessee entered into this Lease, and
provided further that any such assignee shall deliver to Lessor a copy
of a document satisfactory to the Lessor by which such assignee agrees
to assume and perform all of the terms, conditions and obligations of
Lessee under this Lease.

16.5   If on account of or in connection with any assignment,
sublease, occupation or use of the Demised Premises by another Lessee
receives rent or other consideration in excess of the monetary
consideration called for in this Lease, Lessee shall pay the Lessor
the excess of such payment of rent or other consideration received by
Lessee promptly after Lessee's receipt of any such payment.

16.6  In the event that Lessor shall consent to an assignment,
sublease, occupation or use of another hereunder, Lessee shall pay to
Lessor Seven Hundred Fifty ($750.00) Dollars, the cost incurred by the
Lessor in connection the processing of documents necessary to the
granting of such consent and assumption by the transferee of the
Lease.

ARTICLE 17 - ESTOPPEL CERTIFICATES

17.1 Within ten days after demand by Lessor, Lessee shall complete,
execute, acknowledge and deliver to Lessor or its designee, a
Certificate (the "Estoppel Certificate") representing that (i) this
Lease is unmodified (or stating the modification); (ii) this Lease is
in full force and effect; (iii) there are no defenses or offsets to
the performance of the obligations of the Lessee under this Lease (or
stating those claimed by the Lessee): (iv) the date of which Rents
have been paid in advance; {v) the amount and balance of the Security
Deposit, if any; (vi) the Lessor is not in default in the performance
of any of its obligations under this Lease (or stating those claimed
by the Lessee): (vii) the Lessee is not in default in the performance
of any of its obligations under this Lease (or stating those
obligations which are in default): and (viii) such other information
as the Lessor or its designee may require. Any purchaser, lessee,
lender or other person or entity to whom an Estoppel Certificate is
delivered, shall be entitled to rely upon the contents, regardless of
the name of the addressee, if any.

17.2. In the event the Lessee fails to complete, sign, acknowledge or
deliver any Estoppel Certificate, within ten days after demand by
Lessor:

(a)  The person or entity on whose behalf the Estoppel Certificate was
requested shall be entitled to conclusively presume that: (i) this
Lease is unmodified; (ii) this Lease is in full force and effect:
(iii) that them are no defenses or offsets to the performance of the
obligations of the Lessee under this Lease: (iv) Rents have not been
paid more than one month in advance; (v) there is no Security Deposit:
(vi) there are no outstanding notices of default by the Lessor in the
performance of any of its obligations under this Lease: mid (vii)
Lessor is not in default in the performance of any of its obligations
under this Lease (and if the Lessor is in default that the Lessee has
irrevocably waived its right to require performance of such
obligation); and

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(b)  The Lessor is irrevocably designated the Lessee's attorney in
fact, with the power to execute, acknowledge and deliver an Estoppel
Certificate in the name of the Lessee.

ARTICLE 18 - QUIET ENJOYMENT

18.1  The Lessor covenants that the Lessee, upon payment of the
Minimum Guaranteed Rental and other charges above reserved, upon the
due performance of the covenants and agreements herein contained,
shall amid may at all times during the term hereby granted peaceably
and quietly have, hold and enjoy the Demised Premises for the term of
this Lease.  However, the Lessor shall have no liability whatsoever to
the Lessee for any breach of this covenant occasioned by the acts of
omissions of any transferee, succession or assignee of the Lessor.

ARTICLE 19  - LESSEE NEGLECT

19.1  If Lessee refuses or neglects to repair the Demised Premises as
required to the reasonable satisfaction of the Lessor as soon as
reasonably possible after written demand, Lessor may make such repair
without liability to Lessee for any loss or damage that may occur to
Lessee's merchandise, fixtures or other property or to Lessees
business by reason thereof and upon completion thereof Lessee shall
pay Lessor's costs for making such repairs plus fifteen (15%) percent
for overhead, within ten (10) days after the presentation of bill to
Lessee by Lessor as additional rent. Said bill shall include interest
at eighteen (18%) percent per annum on said cost from the date of
completion of repairs by Lessor.

ARTICIE 20 - UTILITIES

20.1   Lessor, shall not as part of the Minimum Guaranteed Rental
shall provide utilities for the Demised Premises, this includes all
charges for heat, water, sewer, gas, electricity and/or any other
utility used or consumed in the Demised Premises.  In no event shall
Lessor be liable for an interruption or failure in the supply of any
such utilities to the Demised Premises, The Lessee shall use
reasonable diligence in the conservation of any utilities supplied to
the Demised Premises.

20.2   Lessee agrees to keep the Demised Premises heated and air-
conditioned at such levels as may be reasonably required by the Lessor
to protect the buildings and prevent dissipation of the heat and air-
conditioning in those areas immediately adjoining the Demised
Premises.

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<PAGE>

ARTICLE 21 - INSURANCE

21.1  In addition to the Lessees obligations of this Lease, Lessee
shall, from the date the Demised Premises are ready for Lessees
occupancy, and throughout the term of this Lease, at Lessee's sole
cost and expense, provide and keep in full force and effect insurance
on the Lessee's personal property.  This would include:  the Lessee's
trade fixtures, decorations signs, improvements and contents.   The
Lessor shall provide insurance on the structures located on the
Demised Premises.

21.2   All insurance policies shall (i) meet the satisfaction to the
Lessor; (ii) be written as primary policy coverage, not contributing
with, or in excess of any coverage carried by Lessor or another; (iii)
contain an express waiver of the right of subrogation against the
Lessor; (iv) contains a provision that includes the Lessor  as an
insured, it shall nevertheless be entitled to recover under the policy
for any loss suffered as a result of the acts or omissions of the
Lessee; and, (v) contains a provision that the insurer shall give the
Lessor at least 30 days prior written notice of any termination of
lapse of insurance coverage, or material change in the terms of
insurance.

21.3  Each party hereto does hereby remise, release and discharge the
either party heretofore, and any officer, agent, employee or
representative of such party, of and from any liability whomever
hereafter arising from loss, damage, or injury caused by any casualty
for which insurance (permitting waiver of liability and containing a
waiver of subrogation) is carried by either party at the time of such
loss, damage or injury to the extent of any recovery by either party
under such insurance.

ARTICLE 22 - DESTRUCTION

22.1  Lessee shall give prompt notice to Lessor in case of any fire or
other damage to the Demised Premises or the building.  If the Demised
Premises shall be partially damaged by fire or other casualty insured
under the Lessor's insurance policies, then upon Lessor's receipt of
the insurance proceeds, Lessor shall, except as otherwise provided
herein, promptly repair and restore the same (exclusive of Lessee's
trade fixtures, decorations signs, improvements and contents)
substantially to the condition thereof immediately prior to such
damage or destruction limited, however the extent of the insurance
proceeds actually received by Lessor; such repair and restoration to
be completed within one hundred 180) days after the receipt by Lessor
of the insurance proceeds: (i) If  both the Demised Premises and the
Demised Premises shall be damaged to the extent of twenty five (25%)
percent or more of the cost of replacement thereof; (ii) the Demised
Premises or the building of which the Demised Premises are a par shall
be destroyed or partially damaged as a result of a risk not insured by
Lessor; or (iii) the Demised Promises shall be damaged to the extent
to twenty (20%) percent or more of the cost of replacement thereof
during the last two (2) years of the Lease term (or any renewal term);
or (iv) the building constituting the Demised Premises shall be
damaged to the extent of fifty (50%) percent or more of the cost of
replacement thereof whether or not the Demised Premises shall be
damaged; or (v) if any individual retail space

                               12
 <PAGE>

containing 20.000 or more square feet. if any. within the Demised
Premises is damaged and such store or stores are not re-opened for
business for a period of one hundred eighty (180) days after such
damage or destruction, then or in any such event.  Lessor may elect to
repair the damage as aforesaid, or to cancel this Lease by written
notice of cancellation given to Lessee within ninety (90) days after
the date of such occurrence, and thereupon this Lease shall cease and
terminate with the same force and effect as though the time set forth
in the Lessor's said notice were the date herein fixed for the
expiration of the Lease term; and Lessee shall vacate and surrender
the Demised Premises to Lessor.  Upon the termination of this Lease,
as addressed, Lessee's liability from the Minimum Guaranteed Rent and
other charges reserved hereunder shall cease as of the date of such
damage or destruction the Lessor shall make an equitable refund of any
Minimum Guaranteed Rental and other charges paid by Lessee in advance
and not earned.   If there is a destruction, as set forth in
subdivision (iii) or (v) of this Article. Lessee shall have a like
option to terminate, but under subdivision (iii). Lessee shall give
notice thereof before Lessor commences repair or restoration, and in
any event such notice shall be given within thirty (30) days after
such destruction.

22.2   Unless this Lease is terminated by Lessor or Lessee as
aforesaid, this Lease shall remain in full force and effect and the
parties waive the provisions of law to the contrary, and Lessee shall
repair, restore or replace Lessees trade fixtures, decorations,
improvements, signs and contents in the Demised Premises in a rammer
and to at least a condition equal to that existing prior to their
damage or destruction and the proceeds of all insurance carried by
Lessee on said property shall be held by Lessee for the purposes of
said repairs, restoration or replacement. If by reason of such fire or
other casualty the Demised Premises is rendered wholly unLesseeable,
the Minimum Guaranteed Rental shall be fully abated, or if only
partially damaged, such Minimum Guaranteed Rental shall be abated
proportionately as to that potion of the Demised Premises rendered
unLesseeable, the Minimum Guaranteed Rental shall be totally abated,
or if only partially damaged, such Minimum Guaranteed Rental shall be
abated proportionally as to that portion of the Demised Premises
rendered unLesseeable, in either event (unless Lessor shall elect to
terminate this Lease, as aforesaid) until fifteen (15) days after
notice by Lessor to Lessee that the Demised Premises have been
substantially repaired or restored or until Lessee's business
operations are restored in the entire Demised Premises, whichever
shall occur sooner.  Lessee shall continue the operation of Lessee's
business in the Demised Premises, whichever shall occur sooner.
Lessee shall continue the operation of Lessee's business in the
Demised Premises or any part thereof not so damaged during any such
period to the extent reasonable practicable from the standpoint of
prudent business management.

22.3   Lessee shall not be entitled to and hereby waives all claims
against Lessor for any compensation or damage for loss or use of the
whole or any pan of the Demised Premises and/or from any inconvenience
or annoyance occasioned by any such damage, destruction, repair or
restoration.

                                 13
<PAGE>

23.4   Despite anything contained in this Lease to the contrary, and
without limiting the Lessor's right or remedies hereunder Lessor may,
without obligation or liability to Lessee, terminate this Lease with
thirty (30) days prior written notice to Lessee and all Minimum
Guaranteed Rental and other charges shall be adjusted as of, and
Lessee shall vacate and surrender the Demised Premises on, such
termination date:

(a)  If damage or destruction occurs to the Demised Premises or any
part thereof by reason of any cause in respect of which there are no
proceeds of insurance available to Lessor, or

(b)  If the proceeds of insurance are insufficient to pay Lessor for
the costs of rebuilding or making fit for occupancy (including
architectural fees) the Demised Premises or any part thereof
(including the Demised Premises), or

(c)  If any mortgagee or other person or entity entitled to the
proceeds of insurance does not consent to the payment to Lessor of
such proceeds for such purpose, or

(d)  If in the Lessor's opinion any such damage or destruction is
caused by any neglect, default, negligence, act or omission of Lessee,
or those for whom Lessee is in lawfully responsible, or any other
person entering upon the Demised Premises under express or implied
invitation of Lessee.

(e)  Should Lessor elect to repair, reconstruct or rebuild the Demised
Premises the Demised Premises or any parts thereof Lessor may use
plans, specifications and working drawings other than those used in
the original construction of the Demised Premises or any part thereof.

(f)  If all or part of the Demised Premises is destroyed or damaged as
set forth in this Article, the Architect designated by Lessor shall
determine the extent of such destruction or damage and provide Lessor
with a certificate a testing to the condition of the Demised Premises
and the Demised Premises the certificate of the Architect shall bind
the parties as to:

(g)  The percentage of replacement cost of the Demised Premises or
Demised Premises damaged or destroyed: and

(h)  Whether or not Demised Premises cannot be used by the Lessee for
a period of one hundred eight (180) days or more after the occurrence
of the damage of destruction.

ARTICLE 23 - SUBORDINATION

23.1 This Lease is subject and subordination to all ground or
underlying leases which may now or hereafter affect the real property
of which the Demised Premises from a part and to all mortgages or
deeds of trust which may now or hereafter after such leases or the
real property which the Demised Premises form a part and to all
renewals, modifications consolidations replacement and extensions
thereof.  This clause shall be self-operative and no further
instrument of subordination shall be required by


                                 14

<PAGE>


Mortgagee or Beneficiary. In confirmation of such subordination,
Lessee shall execute promptly any certificate that Lessor, Mortgagor
or Beneficiary may request. Lessee, hereby constitutes and appoints
Lessor as Lessees attorney-in fact to execute any such certificate or
certificates for on behalf of Lessee.

23.2  Lessee agrees that at any time and from time to time within ten
(10) days following written notice from Lessor it will execute,
acknowledge  and deliver to Lessor or any proposed Mortgagee,
Beneficiary or purchaser, in recordable form, a statement in writing
certifying that this Lease is unmodified and in full force and effect
(or if there shall have been modification, that the same is in full
force and effect as modified and stating the modifications), that
there are no defenses or offsets thereto (or stating those claimed by
Lessee) and the dates to which the Minimum Guaranteed Rental and other
charges have been paid, in advance, if any, and stating whether or not
the Lessor is in default in the performance of any covenant,
agreement, or condition contained in this Lease, and if so, specifying
each such default and setting forth such other matters and information
as may be reasonably required from a prospective Mortgagee,
Beneficiary or purchaser of the Demised Premises it being intended
that any such statement delivered pursuant to this Article may be
relied upon by any prospective purchaser of the fee or any Mortgagee
or Beneficiary thereof or any assignee of any mortgage or deed of
trust upon the of the Demised  Premises. Lessee agrees to attorn to
such mortgages, deeds of trust or the purchaser at any sale. Failure
by the Lessee to comply with the provisions of this Article shall make
the Lessee liable for all costs and damages suffered by the Lessor as
a result of said failure to act.

23.3 Within ten (10} days after Lessor's request therefor, Lessee of
this Lease shall provide Lessor's mortgagee or Lessor's proposed
Mortgagee, as Lessor shall specify, periodic financial statements and
other information reasonably required by Lessor in order to verify
Lessees current financial condition.

ARTICLE  24 - CONDEMNATION

24.1   In the event that the whole Demised Premises shall be lawfully
tendered or taken in any manner for any public or quasi-public use,
this Lease and the term and estate hereby granted shall forthwith
cease and terminate as of the date of actual taking.  In the event of
a condemnation or taking of a substantial part of the Demised Premises
so as to destroy the usefulness of the Demised Premises for the
purpose for which the Demised Premises were leased, Lessee shall have
the right, by delivery of notice in writing to Lessor within thirty
(30) days after the vesting of title, to terminate this Lease and the
term and estate hereby granted as of the date of actual taking.

                                 15
<PAGE>



24.2   If the whole of the common areas of the Demised Premises shall
be acquired or condemned by eminent domain for any public or quasi-
public use or purpose, then the term of this Lease shall cease and
terminate as of the date of title vesting in such proceeding unless
Lessor shall take immediate steps to provide offer parking facilities
substantially equal to the previously existing ratio between the
common parking areas and the Demised Premises, and such substantially
equal parking facilities shall be provided by Lessor at its own
expense within ninety (90) days from the date of acquisition.  In the
event that Lessor shall provide such other substantially equal parking
facilities, then this Lease shall continue in full force and effect.
In any event, Lessee shall have no claim against Lessor for the value
of any unexpired term of this Lease.

24.3  In the event of a partial condemnation which is not
substantially enough to destroy the usefulness of the Demised Premises
for the purpose for which they were leased, or in the event Lessee
shall not terminate this Lease within the time above limited, Lessor
shall, provided that the proceeds of the condemnation award are made
available to the Lessor by any fee or leasehold mortgagee whose
interest may be superior to that of the Lessor; and further provided
that the condemnation does not result in a termination or cancellation
of any underlying ground lease, promptly,  subject to reasonable
delays, restore the Demised Premises to an architectural unit as
nearly like its condition prior to such taking as shall be
practicable, but including hanging fixtures, furnishings, floor
coverings, equipment, stock or other personality, and this Lease shall
continue in full force and effect, except that, effective as of the
date of actual taking, the Minimum Guaranteed Rental shall be
diminished by the amount representing the part of said Minimum
Guaranteed Rental applicable to that portion, if any of the Demised
Premises which is so condemned or taken.

24.4  In the event of termination in any of the cases hereinabove
provided, this Lease and the term and estate hereby granted shall
expire as of such taking in the same manner and with the same effect
as if that were the date hereinbefore set for the expiration of the
term of this Lease, and the Minimum Guaranteed Rental shall be
apportioned as of such date.

24.5  In the event of any condemnation or taking mentioned herein,
whether or not this Lease is terminated, Lessor shall receive the
entire award in the condemnation proceeding without deduction for any
estate vested by this Lease in Lessee and Lessee shall receive no part
of such award. Lessee hereby assigns to Lessor any and all right,
title and interest of Lessee now or hereafter arising in or to any
such award,

24.6  Although all damages in the event of any condemnation are to
belong to the Lessor whether such damages are awarded as compensation
for diminution in value of the leasehold or to be the fee of the
Demised Premises, Lessee shall have the right to claim and recover
from the condemning authority, but not from Lessor, such compensation
as may be separately awarded or recoverable by Lessee in Lessee's own
right on account of any and all cost or loss to which fixtures,
leasehold improvements and equipment, as well as any award given for
the unamortized value of Lessee's improvements, excluding those paid
for by Lessor.

                                16
<PAGE>

ARTICLE 25 - INDEMNIFICATION OF LESSOR

25.1  Lessee will indemnify Lessor and Lessor's management agent and
save them harmless from and against any and all claims, actions,
damages, liability and expense in connection with loss of life,
personal injury and/or damage to property arising from or out of any
occurrence in, upon, or at the Demised Premises, or the occupancy or
use by Lessee of the Demised Premises or any part thereof or
occasioned wholly or in part by any breach of this Lease by Lessee or
any act or omission of Lessee, its agents, contractors, employees,
servants, lessees or concessionaires. In case Lessor and/or Lessor's
management agent shall, without fault on their part, be made a party
to any litigation commenced by or against Lessee, then Lessee shall
protect and hold Lessor and/or Lessor's management agent harmless and
shall pay all costs, expenses and reasonable attorney fees incurred or
paid by Lessor in connection with such litigation. Lessee shall also
pay all costs, expenses and reasonable attorney's fees that may be
incurred or paid by Lessor in enforceable the covenants and agreements
in this Lease.

ARTICLE 26 - REAL ESTATE BROKER

28.1  Commissions.  Lessee represents and warrants that Lee and
Associates acted as their broker and Lessor represents and warrants
that Ashwill Associates acted as their broker. Claims for brokerage
commission or finders fees in connection with the execution of this
Lease are between Lessor and brokers under a separate agreement..
Lessee agrees to indemnify Lessor against and hold Lessor harmless
from all liabilities arising from any other claims (including, without
limitation, the cost of legal fees and court costs in connection
therewith).

ARTICILE 27 - RENOVATION

27.1  Lessee understands and agrees that Lessor may, at any time or
from time to time during the term of this Lease, perform substantial
renovation work in and to the Demised Premises or the common areas
thereof (which work may include, but need not be limited to, the
repair or replacement of the Demised Premises' exterior facade,
exterior window glass and doors, sidewalks, parking lots, landscaping,
signs or mechanical systems), any of which work may require access to
the same from within the Demised Premises or disruption of the common
areas of the Demised Premises.

27.2 Lessee agrees that:

(a) Lessor shall have access to the Demised Promises at all reasonable
times, upon reasonable notice, for the purpose of performing such
work, and

Lessor shall incur no liability to Lessee, nor shall Lessee be
entitled to any abatement of Minimum Guaranteed Rental or other
charges on the account of any noise, vibration, or other disturbance
to Lessee's business at the Demised Premises (provided


                                17

<PAGE>


that Lessee and Lessee's customers are not denied access to said
Demised Premises which shall arise out of such access to the Demised
Premises by Lessor or by the performance by Lessor of the aforesaid
renovations to the Demised Premises.

(c) Lessor shall use reasonable efforts (which shall not include any
obligation to employ labor at overtime rates) to avoid disruption of
Lessee's business during such entry in the Demised Premises or the
renovation off the Demised Premises

(d) It is expressly understood and agreed by and between Lessor and
Lessee that if Lessee shall commence any action or proceeding seeking
injunctive, declaratory, or monetary relief in connection with the
rights reserved to Lessor under this provision, or if Lessor shall
commence any action or proceeding to obtain access to the Demised
Premises or to the building of which the Demises Premises is a part in
accordance with this provision, and if Lessor shall prevail in any
such action, then Lessee shall pay to Lessor including any amounts
paid or payable by Lessor to contractors, architects, lenders, etc.
caused by the delays incurred by Lessor due to 'Lessee's action.

ARTICLE 28 - DEFAULT

28.1  The occurrence of any of the following shall constitute a
material default and breach of this Lease by Lessee: (i) Any failure
by Lessee to pay the Minimum Guaranteed Rental or any other monetary
sums required to be paid hereunder when due; (ii)  The abandonment or
vacation of the Demised Premises or failure to conduct business on the
Demised Premises for seven (7) consecutive business days; (iii) The
making by Lessee of any general assignment or general arrangement for
the benefit of creditors; or the appointment of a trustee or receiver
to take possession of, or the attachment, execution or other judicial
seizure of substantially all of Lessee's assets located at the Demised
Premises or of Lessee's interest in this Lease; (iv)  If Lessee shall
default with respect to any other lease or other agreement between it
and Lessor; {v) If this Lease or any interest therein shall by
operation of law dissolve upon or pass to any person or persons other
than Lessee; (vi) Any failure by Lessee to fully observe and perform
any other provision, covenant or requirement of this Lease to be
observed or performed by Lessee at the time when such performance is
due.

28.2  Lessee hereby grants to Lessor a consensual lien on all property
owned by Lessee which may hereafter at any time be placed in or on the
Demised Premises, for the payment of all Minimum Guaranteed Rental and
any other sums payable hereunder

In the event of any default or breach by Lessee, Lessor may, at any
time thereafter; (i) Maintain this Lease in full force and effect and
recover the Minimum Guaranteed Rental and other monetary charges as
they become due, with or without terminating this Lease, while
attempting to relet the Demised Premises on any basis on which Lessor
may in its discretion determine; (ii) Initiate an action to recover
possession and all sums in default; (iii) Reenter the Demised Premises
and terminate Lessee's right to possession with or without notice or
judicial proceeding, in which case


                                   18
<PAGE>


Lessee shall immediately surrender possession of the Demised Premises to
Lessor; (iv) Pursue any other remedy available at law or in equity.
Effective upon any such re-entry, Lessor shall have the right without
liability to change or alter locks on all doors of the Demised Premises
and exclude Lessee therefrom and, in its discretion, remove all property
located therein. In the event of such removal, such property may be
stored in a public warehouse or elsewhere at the cost of the Lessee.
No such re-entry or execution of any other remedy by Lessor shall
constitute a termination of this Lease unless Lessor notifies Lessee
in writing of such termination.  Notwithstanding that Lessor fails to
elect to terminate this Lease initially, Lessor at any time during the
term of this Lease may elect to terminate this Lease by virtue of any
previously uncured default by Lessee.

28.4  Regardless of any re-entry termination, Lessor shall be entitled
to recover from Lessee all damages incurred by Lessor by reason of
Lessees default, including, without limitation thereof any and all
unpaid sums existing at any time, plus the amount by which the charges
which would be due under this Lease until the end of the term exceed
the amount of Minimum Guaranteed Rental and other charges for the
Demised Premises which has actually been received for the entire
period, any other costs incurred by Lessor including the installation
of improvements for Lessee or any replacement Lessee and any leasing
or rental commissions paid on account of this Lease or any subsequent
lease made during the period which was to be the term hereof, any
attorney's fees and costs.  Any sums received as rent by Lessor in
excess of the charges hereunder shall belong to Lessor.

28.5  Lessee shall remain responsible for the payment of Minimum
Guaranteed Rental and all other charges until the end of the term
hereof subject only to the actual receipt of rent by Lessor from any
subsequent Lessee in file Demised Premises during the period which was
to be the term hereof and in the event that rent is not received by
Lessor for that entire period, either because of the execution of a
lease for a shorter term or a default or abandonment by any subsequent
Lessee or any other reason, then Lessee shall remain responsible for
the payment of Minimum Guaranteed Rental and all other charges
provided hereunder this Lease to Lessor.

ARTICLE 29 - SIGNS

29.l   Prior to the Commencement Date, Lessee shall install and
maintain sign(s), advertising Lessee's business or products sold in
the Demised Promises, provided that the Lessee obtains the necessary
permits from proper governmental authorities for the erection and
maintenance of said sign(s), and the prior written approval and
consent of the Lessor as to size, type, design and location of the
sign(s) on fascia of the building over the Demised Premises, which
approval will not be unreasonably withheld. Signs installed by Lessee
shall be non-audible and non-flashing.


                                19
<PAGE>

29.2  Lessee shall not be permitted to erect, install, or place any
temporary or permanent signs in the common areas of the Demised
Premises including on the sidewalk, landscaped areas, parking lot,
etc. or use any vehicle parked in or adjacent to the Demised Premises
which in Lessor's reasonable opinion acts as an advertisement for or
to hold a sign advertising Lessees business.

ARTICLE 30 - FORCE MAJEURE

30.1  In the event that either party hereto shall be delayed or
hindered in or prevented from the performance of any act required
hereunder by reason of strikes, lockouts, labor troubles, inability to
procure materials, failure of power, restrictive governmental laws or
regulations, riots, insurrections, war or other reason of a like
nature not the fault of the party delayed in performing work or doing
acts required under the terms of this Lease, then performance of such
act shall be excused for the period of such delay. The provisions of
this Article shall not excuse Lessee from the prompt payment of
Minimum Guaranteed Rental, Percentage Rental, additional rent, or any
other payments required by file terms of this Lease.

ARTICLE  31 - RUBBISH REMOVAL

31.1  The Lessee shall keep the Demised Premises clean, both inside
and outside, and its own expense and will remove the ashes, garbage,
excelsior, straw, and other refuse from said Demised Premises. The
Lessee shall not burn any materials or rubbish of any description upon
said Demised Premises. Lessee agrees to keep all accumulated rubbish
in covered containers and to have same removed regularly, and to store
the same in those areas of the Demised Premises designated by Lessor
from time to time for the storage of rubbish awaiting collection.

31.2  If no such area is designated by the Lessor, then to store said
rubbish awaiting collection within the interior of the Demised
Premises.  In the event the Lessee fails to keep the Demised Premises
and other portions therefor described in the proper condition, the
Lessor may cause the same to be done for the Lessee and the Lessee
hereby agrees to pay the expenses thereof on demand, as additional
rent.  Lessor shall have the rig ht to contract for rubbish removal
and Lessee agrees to pay its share of said rubbish removal as Lessor
may reasonably apportion as additional rent.  Lessor shall have the
right to have Lessee impound on a monthly basis Lessor's reasonable
estimate of Lessees share of the cost of rubbish removal as provided
for in Article 41 of this Lease.

31.3 Lessee covenants and agrees, at its sole cost and expense, to
comply with all present and future laws, orders and regulations of all
state, county, federal, municipal governments, departments,
commissions and boards regarding the collection, sorting, separation,
and recycling of waste products, garbage, refuse, and trash. Lessee
shall sort and separate such waste products, garbage, refuse and trash
shall be placed in separate receptacles reasonably approved by Lessor.
Such separate receptacles may, at Lessor's option, be removed from the
Demised Premises in accordance with a collection schedule prescribed
by law.


                                20
<PAGE>

31.4  Lessor reserves the right to refuses to collect or accept from
Lessee any waste products, garbage, refuse or trash that is not
separated and sorted as required by law, and to require Lessee to
arrange for such collection at Lessee's sole cost and expense using a
contractor satisfactorily to Lessor. Lessee shall pay all costs,
expenses, fines, penalties or damages that may be imposed on Lessor or
Lessee by reason of Lessees failure to comply with the provisions of
this Article,  and, at Lessee's sole cost and expense, Lessee shall
indemnify, defend and hold Lessor and Lessor's agents and employees
harmless (including legal fees and expenses) hem and against all
actions, claims, and suits arising hem such noncompliance, utilizing
counsel reasonably satisfactory to Lessor.

ARTICLE 32  - Hazardous Materials.

32.1  Hazardous Waste Laws. "Hazardous Waste Laws" means any and all federal,
state or local laws, Ordinances, Rules, decrees, orders, regulations
or court decisions (including the so-called "common law") relating to
hazardous substances, hazardous materials, hazardous waste, toxic
substances, environmental conditions on, under or about the Demised
Premises, or soil and ground water conditions, including, but not
limited to, the Comprehensive Enviornmental Response, Compensation and
Liability Act of 1980 ("CERCLAII") as amended, 42 U.S.C. 9601, et.
seq., the Resource Conversation and Recovery Act ("RCRA"), 42 U.S.C.
6901, et. seq., the Hazardous Materials Transportation Act, 49 U.S.C.
I 801, any amendments to the foregoing, and any similar federal,
state or local laws, ordinances, rules, decrees, orders or
regulations.

32.2  Hazardous Materials. "Hazardous Materials" means any chemical,
compound, material substance or other .matter that: (i) is a flammable
explosive, asbestos radioactive material, nuclear medicine material,
drug, vaccine, bacteria, virus, hazardous waste, toxic substance, or
related injurious or potentially hazardous material, whether injurious
or potentially injurious by itself or in combination with other
materials; (ii) is controlled, designated in or governed by any
Hazardous Materials Law: (iii) gives rise to any reposing, notice or
publication requirements under any Hazardous Materials Law; or (iv)
gives rise to any liability, responsibility or duty on the part of the
Lessee or Lessor with respect to any third person under any Hazardous
Materials Law.

32.3 Use.  Term shall not allow any Hazardous Material to be used,
generated, released, stored or disposed of on under or about, or
transposed from the Demised Premises unless (i) such use is
specifically disclosed to and approved by Lessor in writing prior to
such use; and (ii) such use is conducted in compliance with the
provisions of this Article. Lessor may withhold approval if Lessor
determines that such proposed use involves a material risk of a
release or discharge of Hazardous Materials or a violation of any
Hazardous Waste Laws or that Lessee has not provided reasonable
assurances of its ability to remedy such a violation and fulfill its
obligations under this Article.


                                  21
<PAGE>

32.4  Compliance With Laws.  Lessee shall strictly comply with, and
shall maintain the Demised Premises in compliance with all Hazardous
Waste Laws.  Lessee shall obtain and maintain in full force and effect
all permits, licenses, and governmental approvals required for Lessees
operations on the Demised Premises under any Hazardous Waste Laws and
shall comply with all terms and conditions thereof.  At Lessor's
request, Lessee shall deliver copies of or allow Lessor to inspect,
all such permits, licenses and approvals. Lessee shall perform any
monitoring, investigation, clean-up, removal and other remedial work
(collectively, "Remedial Work") required as a result of any release or
discharge of Hazardous Materials affecting the Demised Premises or any
violation of Hazardous Waste Laws by Lessee or assignee of sublessee
of Lessee or their respective agents, contractors, employees,
licensees or invitees. Lessor shall have the right to intervene in any
government action or proceeding involving any Remedial Work, and to
approval performance of the work, in order to protect Lessor's
interests.

32.5 Compliance With Insurance Requirements. Lessee shall comply with
the requirements of Lessor's and Lessee's insurers regarding Hazardous
Materials and with such insurer recommendations based upon prudent
industry practices regarding management of Hazardous Materials.

32.6 Notice: Reporting. Lessee shall notify Lessor, in writing, within
five 5 days after any of the following: (a) a release or discharge of
any Hazardous Material, whether or not the release or discharge is in
quantities that would otherwise be reportable to a public agency: (b)
Lessees receipt of any order or a governmental agency requiring any
Remedial Work pursuant to any Hazardous Waste Laws; (c) Lessees
receipt of any warning, notice of inspection, notice of violation the
alleged violation, or Lessee's receipt of notice or knowledge of any
proceeding, investigation of enforcement action, pursuant to any
Hazardous Waste Laws; or (d) Lessee's receipt of notice or knowledge
of any claims made or threatened by any third party against Lessee or
the Demised Premises relating to any loss or injury resulting from
Hazardous Materials. Lessee shall deliver to Lessor copies of all test
results, reports and business or management plans required to be filed
with any governmental agency pursuant to any Hazardous Waste Laws.

32.7 Termination: Expiration. Upon termination or expiration of this
Lease, Lessee shall remove any equipment, improvements or storage
facilities utilized in connection with any Hazardous Materials and
shall clean up, detoxify, repair and otherwise restore the Demised
Premises to a condition free of Hazardous Materials.

32.8 Indemnity.  Lessee shall protect, indemnity, defend and hold
Lessor harmless from and against any and all claims, costs, expenses,
suits, judgments, actions, investigations, proceedings and liabilities
arising out of or in connection with any breach of any provisions of
this Article or directly or indirectly arising out of the use,
generation, storage, release, disposal or transportation of Hazardous
Materials by Lessee, or any sublessee or assignee of Lessee or their
respective agents, contractors, employees, licensees or invitees, on,
under or about the Demised Premises during the Lease term of

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<PAGE>

Lessee's occupancy of the Demised Premises including, but not limited
to, all foreseeable and unforeseeable consequential damages and the
cost of any remedial work.  Neither the consent by Lessor to the use,
generation, storage, release, disposal or transportation of Hazardous
Materials nor the strict compliance with all Hazardous Materials Laws
shall excuse Lessee from Lessee's indemnification obligations pursuant
to his Article.  The foregoing indemnity shall be in addition to and
not a limitation of the indemnification provisions provided in this
Lease. Lessee's obligations pursuant to this Article shall survive the
termination or expiration of this Lease.

32.9 Assignment: Subletting If Lessor's consent is required for an
assignment of this Lease or a sublease of the Demised Premises, Lessor
shall have the right to refuse such consent if the possibility of a
release of Hazardous Materials is materially increased as a result of
the assignment or sublease or if Lessor does not receive reasonable
assurances that the new Lessee has the experience and the financial
ability to remedy a violation of Hazardous Materials and fulfill its
obligations under this Article.

32.10  Entry and Inspecting: Cure. Lessor, and its agents, employees
and contractors, shall have the right, but not the obligation, to
enter the Demised Promises at all reasonable times to inspect the
Demised Premises and Lessees compliance with the terms and conditions
of this Article, or to conduct investigations and tests.  No prior
notice to Lessee shall be required in the event of an emergency, or if
Lessor has reasonable cause to believe that violations of this Article
have occurred, or if Lessee consents at the time of entry.  In all
other cases, Lessor shall give at least forty-eight (48) hours' prior
notice to Lessee.  Lessor shall have the right, but not the
obligation, to remedy any violation by Lessee of the provisions of
this Article pursuant to Article 16(c) of this Lease or to perform any
Remedial Work which is necessary or appropriate as a result of' any
governmental order, investigation or proceeding.  The Lessee shall
pay, upon demand, all costs incurred by Lessor in remedying such
violations or performing all remedial work, plus interest thereon at
the rate of eighteen (18%) percent per annum from the date of demand
until the date received by Lessor.

32.11 Default. The release or discharge of any Hazardous Materials or
the violation of any Hazardous Waste Law shall be a material event of
default by Lessee under this Lease. Ill addition to or in lieu of the
remedies available under this Lease as a result of such default,
Lessor shall have the right, without terminating this Lease, to
require Lessee to suspend its operations and activities on the Demised
Premises until Lessor is satisfied that appropriate Remedial Work has
been or is being adequately performed; and Lessor's election of this
remedy shall not constitute a waiver of Lessor's right thereafter to
declare a default and pursue other remedies set forth in this Lease.

ARTICLE   33 - GENERAL CONDITIONS

33.1 This Lease shall be subject to the following general conditions:

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<PAGE>


(a) Performance.   If the Lessee shall default in the performance of
any covenant or condition in the Lease required to be performed by the
Lessee, the Lessor may perform such covenant or condition for the
account and at the expense of the Lessee. If the Lessor shall incur
any expenses, including reasonable attorney's costs, in instituting,
prosecuting or defending any action or proceeding, instituted by
reason of any default of the Lessee, the Lessee shall reimburse the
Lessor for the amount of such expense as additional rent. The
provision of this paragraph shall survive the termination of this
Lease.

(b) Additions.  Lessor hereby reserves the right to make alterations
or additions to and to build additional stories on the building in
which the Demised Premises are contained and to build adjoining to
same. Lessor also reserves the right to construct other buildings or
improvements in the Demised Premises from time to time and to make
alterations thereof or additions thereto and to build additional
stories on any such or buildings and to build adjoining same.

(c) Excavation.  If any excavation shall be made upon land adjacent to
the Demised Premises, or shall be authorized to be made, Lessee shall
afford to the person causing or authorized to cause such excavation
license to enter upon the Demised Premises for the purpose of doing
such work as Lessor shall deem necessary to preserve the wall or the
building of which the Demised Premises form a part from injury or
damage and to support the same by proper foundations, without any
claim for damages or indemnification against Lessor for diminution or
abatement of Minimum Guaranteed Rental or other charges payable
hereunder.

(d) Waiver.   No delay or omission in the exercise of any right or
remedy of Lessor on any default by Lessee shall imply such a right or
remedy to be construed as a waiver. The receipt and acceptance by
Lessor of a delinquent payment of Minimum Guaranteed Rental or any
amount payable by Lessee to Lessor shall not constitute a waiver of
any other default; it shall only constitute only a waiver of the
timely payment for the particular amount involved.  No act or conduct
of Lessor, including, without limitation, acceptance of the keys of
the Demised Premises, shall constitute an acceptance or the surrender
of the Demised Premises by Lessee before the expiration of the term of
this Lease.  Only a notice from Lessor to Lessee shall constitute
acceptance or the surrender of the Demised Premises.  Lessor's consent
to or approval of any act by Lessee requiring Lessor's consent or
approval shall not  be deemed to waive or render unnecessary Lessor's
consent to or approval any subsequent act by Lessee. Any waiver by
Lessor or default by Lessee must be in writing and shall not be a
waiver of any other default concerning the same or of any provision of
this Lease.

(e) Accord and Satisfaction. No payment by Lessee or receipt by Lessor
of an amount less than the amount owed by Lessee shall be deemed to be
other than on account of' the earliest stipulated amount due, nor
shall any endorsement or statement on any check or letter accompanying
any check or payment be deemed an accord and satisfaction, and


                                24
<PAGE>

Lessor shall accept such check or payments without prejudice to
Lessor's right to recover the balance of the amount due or to pursue
any other remedy provided for in this Lease.

(f) Rights of Redemption.  Lessee hereby expressly waives any and all
rights or redemption granted by or under any present or future laws in
the event of Lessee being evicted or dispossessed any cause, or in the
event of Lessor obtaining possession of  the Demised Premises by
reason of the violation by Lessee of any of the covenants or
conditions of this Lease, or otherwise.

(g)  Successors in Interest.  All rights and liabilities herein given
to or imposed upon the respective parties hereto shall extend to and
bind the several respective heirs, executors, administrators,
permitted successors and assigns  of the said parties, and if there
shall be more than one Lessee they shall all be bound jointly and
severally by the terms, covenants and agreements herein.

(h) "For Lease" Signs.   Lessor may card the Demised Premises "For
Lease" or "For Rent" sixty (60) days before the termination of' this
Lease.  Said sign shall be placed in a prominent place in Lessee's
window, as selected by Lessor, and the sign shall be Lessor's or
Lessor's agents leasing sign. Lessor may enter the Demised Premises at
reasonable hours to exhibit same to prospective purchasers or Lessees.

(i) Arbitration. In cases which this Lease provided for the settlement
of a dispute or question by arbitration, the same shall be settled by
arbitration before three (3) arbitrators (unless the Lessor shall
agree to one (1) arbitrator) designated by the American Arbitration
Association and in accordance with the rules of such association. The
expenses or arbitration proceedings conducted hereunder shall be borne
equally by the parties.

(j) Union Labor Lessee agrees that whenever it is necessary to avoid a
strike, boycott or other work stoppage in or about the Demised
Premises that it will employ union labor for the purpose of making
alterations, additions, or improvements on or about the Demised
Premises.

(k) Compliance with Laws.  Lessee agrees, at its own expense,  to
promptly comply with all requirements of any legally constituted
public authority made necessary by reason of Lessee's occupancy of the
Demised Premises.  Lessee's failure to comply with any such
requirements shall constitute a default under this Lease.

(l) Soliciting Business.   Lessee and Lessee's employees and agents
shall not solicit business in the parking lot or other common areas,
nor shall Lessee distribute any handbills or other advertising matter
in or on vehicles parking in the Demised Premises.

(m)  Governing Laws. This Lease shall be governed by the laws of the
State of California.

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<PAGE>

(o) Permits and Licenses. Lessee shall obtain and maintain in effect
during the term of this Lease all permits and licenses necessary for
the operation of Lessee's business as herein provided.

(p) Rules and Regulations.     Lessee shall comply with all rules and
regulations for the use and occupancy of the Demised Premises as
Lessor, in its sole discretion, from time to time promulgates for the
best interest of the Demised Premises. Lessor shall have no liability
for violation by any other Lessee of the Demised Premises of any rules
or regulations nor shall such violation or the waiver thereof excuse
Lessee from compliance.

(q) Personal Property Taxes. Lessee shall be responsible for and shall
pay before delinquency all municipal, county, state or federal taxes
assessed during the term of this Lease against any leasehold interest
or property of any kind owned by or placed in, upon or about the
Demised Premises by Lessee.

(r) Obstructing Common Areas.  Lessee shall neither encumber nor
obstruct the sidewalks adjoining said Demised Premises or allow the
same to be obstructed or encumbered in any manner and Lessee shall
keep said sidewalks free of rubbish and dirt. The Lessee shall not
place or cause to be placed any merchandise, vending machines, signs
or anything on the sidewalk or exterior of the Demised Premises
without prior written consent of the Lessor.

(s) Animals and Pets. Lessee shall not house, keep, feed or allow any
pets or animals in, at, or around the Demised Premises and Lessee
shall be responsible to remove any waste from the Demised Premises and
the Demised Premises which were caused by any animals or pets which
were brought to the Demised Premises by Lessee, its employees,
customers or invitees.

(t) Addendums. Should this Lease contain any Addendum(s) and should
there be a conflict between the terns and conditions of this Lease and
any Addendum(s) attached hereto and made a part hereof the terms and
conditions contained in the Addendum(s) shall prevail.

(u) Deliveries. Lessee shall use its best efforts to complete, or cause
to be completed, all deliveries, loading, unloading and services to the
Demised Premises prior to 10:00 a.m. of each day.  Lessee shall attempt to
take all deliveries through Lessee's rear door, if one is provided in the
Demised Premises and shall further attempt to prevent any delivery
vehicles servicing the Demised Premises from parking or standing in
front oh or at the rear of the Demised Premises from 10:00 a.m. and
9:00 p.m. of each day. Lessor reserves the right to regulate further
the activities of Lessee with regard to deliveries and servicing of
the Demised Premises and Lessee agrees ~o abide by such
nondiscriminatory regulations of Lessor.

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<PAGE>


(v) Financial Statement  Upon Lessor's request Lessee shall promptly
furnish Lessor, from time to time, financial statements reflecting
Lessee's or Lessee's financial condition.  This request shall be
limited to no more than twice per year.

ARTICLE 34 - NOTICES

34.1 All notices under this Lease must be in writing and:

(a)  Any notice by Lessee to Lessor Certified or Registered Mail,
Return addressed to Lessor presently must be personally served or sent
by Receipt Requested, postage prepaid,

(b)  Any notice by Lessor to Lessee must be personally served or sent
by Certified or Registered Mail, Return Receipt Requested, postage
prepaid, addressed to Lessee as follows:

Any notices given or delivered by other means shall not be effective.

34.2  Either Lessor or Lessee may designate, by similar written notice
to the other party, any other address for such purposes. All notices
shall be deemed delivered When deposited into the United States Mail
or, if delivered in person, notices shall be deemed delivered on the
date of delivery.

ARTICLE 35 - RECORDATION OF LEASE

35.1  Lessor, in order to protect the benefits of this Lease, may
whenever necessary, record this Lease and abstracts and memorandums
thereof, whether required or permitted by law, in whatever states or
jurisdiction in which the same is recordable, at the Lessor's sole
cost and expense (including, but not limited to, the recording toes,
taxes and all other costs and expenses or recordation).

ARTICLE 36 - VALIDITY OF LEASE

36.1  This Lease contains the entire agreement between the parties and
shall not be modified in any manner except by an instrument in writing
executed by the parties. In any term or provision of this Lease, or
the application thereof to any person or circumstance shall to any
extent, be invalid or unenforceable, the remainder of this Lease, or
the application of such term or provision to persons or circumstances
other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term and provision of this
Lease shall be valid and be enforced to the fullest extent permitted
by law.



                                 27
<PAGE>

36.2  It is understood and agreed by the parties hereto that this
Lease contains all of the covenants, agreements, terms, provisions and
conditions relating to the leasing of the Demised Premises, and that
the Lessor or Lessor's leasing or management agents have not made and
are not making, and the Lessee in executing and delivering this Lease
is not relying upon any warranties, representations, promises or
statements except to the extent that the same may expressly be set
forth in this Lease.

36.3  The submission of this Lease for examination does not constitute
a reservation of or an option for the Demised Premises, and this Lease
shall become effective as a lease only upon the execution of this
Lease by Lessor and Lessee and delivery of the Lease.

36.4  If Lessee is a corporation or a partnership, Lessee represents
and warrants that it is duly formed, existing and in good standing
under the laws of the State of Arizona that it has full power and
authority to execute and fully perform its obligations under this
Lease pursuant to its governing instruments without the need for
further action, and that the person(s) executing this Lease on behalf
of Lessee are the duly designated agents of Lessee and are authorized
to do so.  Prior to execution of this Lease, Lessee shall supply
Lessor with such evidence as Lessor may request regarding the
authority of Lessee to enter into this Lease.

Article 37 - SURRENDER OF LEASE

37.1  The voluntary or other surrender of this Lease by Lessee, or a
mutual cancellation thereof, shall not work as a merger, and shall, at
the option of Lessor, terminate all of any existing subleases or
subtenancies, or may, at the option of Lessor, operate as an
assignment to Lessor of any or all of such subleases or subtenancies.

ARTICLE 38 - CAPTIONS AND SECTION

38.1 The captions, section numbers, article numbers, and index
appearing in this Lease are inserted only as a manner of convenience
and in no way define, limit, construe or describe the scope or intent
of such sections or articles of this Lease not in any way after this
Lease.

ARTICLE 39 - IMPOUNDS

39.1  Lessor can adjust the monthly impound at the end of each
accounting period on the basis of Lessor's reasonable increases in
estimated costs for the following accounting period. A accounting
period shall be a three months (a quarter of year), except that the
first accounting period shall commence on the Commencement date and
the last accounting  period shall end on the date this Lease expires
or terminates.

39.2  Lessor shall endeavor to furnish to Lessee a statement showing
the actual costs for the impounded expenses, Lessee's share of these
costs and the impound payments made by Lessee during the accounting
period within ninety (90) days after the end of the accounting period.

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<PAGE>


39.3  If Lessees share of the actual costs exceeds the impound
payments made by Lessee, Lessee shall pay Lessor the deficiency within
ten (10) days after Lessee's receipt  of the statement.  If Lessee's
impound payments made during the accounting period exceed Lessee's
share of the costs, Lessor shall pay to Lessee the excess at the time
Lessor furnishes the statement to Lessee or, at Lessor's option, apply
such excess to other amounts owed by Lessee to Lessor hereunder or
towards the next year's impounds and notify Lessee of such application.

IN WITNESS WHEREOF, the parties herewith have set their hands and
seals the day and year first above written on this Lease.

LESSOR:	LESSEE

By:  /s/ Douglas John Wischmeyer      By:  /s/  Murray N. Conradie
--------------------------------      -----------------------------
Vice President	                       President/CEO
Wischmeyer Properties                 Nutek, Inc.

LESSOR BROKER                         LESSEE BROKER


By: David Cox                         By:  Frank Adler
---------------------------------     -----------------------------
Founding Partner                      Senior Vice President
Ashwill Associates                    Lee & Associates

Date:  October 15, 1999               Date:  October 15, 1999


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