EX-10.2


                            Standard Lease Agreement
                                     Between
                       Marina City Club Towers (Landlord)
                                       And
                       Sara Hallitex Corporation (Tenant)


THIS LEASE is executed at Marina del Rey, California, this 18th day of August
1998, by and between M.C.C. L.P. as "Lessor" and Sara Hallitex Corporation as
"Lessee".

1.       DESCRIPTION OF PREMISES
         Lessor leases to Lessee and Lessee leases from Lessor, upon the
covenants and conditions set forth in this lease agreement, premises known as
Apartment 102P and Apartment 103P of the building located at 4344 Promenade Way,
Marina del Rey, California (the "Premises"). Said building is part of the
apartment complex known as the Marina City Club Towers.

2.       TERM
         Except as otherwise provided in this Section, the term of this lease
shall commence on September 1, 1998 (the "Anticipated Lease Commencement Date"),
or upon occupancy of the Premises by Lessee, whichever is sooner, and shall
expire on August 31, 1999. If Lessor for any reason whatsoever cannot deliver
possession of the Premises to Lessee by the Anticipated Lease Commencement Date,
neither Lessor nor its employees or agents shall be liable for any damages
caused Lessee thereby. If Lessor's inability to deliver possession of the
Premises to Lessee is caused by Lessee, the lease term and Lessee's obligation
to pay rent shall nevertheless commence on the Anticipated Lease Commencement
Date. If Lessor's inability to deliver possession of the Premises is not caused
by Lessee, the lease term and Lessee's obligation to pay rent shall not commence
until ten (10) days after Lessor has given Lessee notice that the Premises are
ready for delivery to Lessee or upon occupancy of the Premises by Lessee,
whichever is sooner, and the lease term shall be extended by the number of days
elapsed between the Anticipated Lease Commencement Date and the expiration of
said ten-day period or the date of occupancy by Lessee; whichever is sooner;
provided, however, that if Lessor is unable to deliver possession of the
Premises within thirty (30) days after the Anticipated Lease Commencement Date
through no fault of Lessee, Lessee shall have the right to cancel this lease by
giving Lessor written notice to that effect at any time prior to the time Lessor
gives Lessee notice that the Premises are ready for Lessee's possession. If
Lessee so cancels, Lessor shall promptly refund to Lessee, without interests,
any rental and security deposit previously paid by Lessee, and neither party
shall have any further rights against, or obligations or liabilities to, the
other party under or pursuant to this lease or by reason of its cancellation.

3.       RENT
         Lessee agrees to pay monthly installments of rent in the amount of Five
Thousand Seven Hundred and Fifty Dollars ($5,750), payable in advance in lawful
money of the United States on the first day of each calendar month during the
term of this lease, with no prior notice or demand and free of all claims or set
offs against Lessor; provided, however that if the term commences on other than
the first calendar day of the month, the rent for that month and for any
fractional part of the month at the end of the term shall be a proportionate
part of the monthly rent then in effect. The sum of $5,750 dollars shall be paid
to Lessor upon execution of this lease by Lessee, of which $5,750 dollars shall
be applied to rent for the September 1998 first month of the term. Lessee hereby
acknowledges that the late payment by Lessee to Lessor of rent will cause Lessor
to incur costs not contemplated by this lease, the exact amount of which will be
impracticable or extremely difficult to ascertain. Such costs include, without
limitation, processing and accounting charges and administrative expenses.
Accordingly, if any installment of rent is not received by Lessor in full within
five (5) days after its due date, Lessee shall pay to Lessor a late charge equal
to six percent (6%) of such overdue amount or five dollars ($5) whichever is
greater. Lessee and Lessor hereby agree that such late charge represents a fair
and reasonable estimate of the cost Lessor will incur by reason of late payment
by Lessee and that the late charge is in addition to and not in lieu of any
interest charges Lessor may be entitled to under this lease or at law.
Acceptance of such late charge by Lessor shall in no event constitute a waiver
of Lessee's default with respect to such overdue amount, nor prevent Lessor from
exercising any of its other rights and remedies under this lease or at law.

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3.       SECURITY DEPOSIT
         In addition to the sums set forth in Section 3 above, Lessee shall
deposit with Lessor upon the execution of this lease by Lessee the sum of
$5,750, to be held by Lessor, without interest, as a security deposit. Lessor
may claim of (withhold from) the security deposit such amounts as are reasonably
necessary to remedy Lessee's defaults in the payment of rent, to repair damages
to the Prices caused by Lessee, exclusive of ordinary wear and tear, or to clean
the Premises, if necessary, upon termination of Lessee's tenancy. If during the
lease term, all or any portion of the security deposit is claimed by Lessor to
remedy Lessee's defaults in the payment of rent or to repair damages, Lessee,
immediately upon Lessor's written notice, shall pay to Lessor an amount
sufficient to restore the security deposit to the sum set forth above and
Lessee's failure to do so within five (5) days thereafter shall constitute a
material breach of this lease. The security deposit, less any portion thereof
claimed by Lessor pursuant to this Section, shall be returned to Lessee within
fourteen (14) days after expiration or termination of Lessee's tenancy, provided
that Lessee has vacated the Premises, and Lessor will furnish to Lessee an
itemized written statement of the basis for, and the amount of, any security
received and the disposition of such security and shall return any remaining
portion of such security to Lessee.

4.       HOLDING OVER
         If Lessee remains in possession of the Premises after the expiration of
the term hereof with the consent of the Lessor, such holding over shall not
operate as a renewal of this lease but shall create a month-to-month tenancy,
terminable by either party upon thirty (30) days, written notice to the other,
on the same terms and conditions as contained herein, except that the monthly
rental for each month shall be Lessor's list rate in effect for the Premises as
of the first calendar day of said month.

5.       RESTRICTIONS ON USE OF PROPERTY
         Lessee hereby agrees: (a) to use the Premises as a private residence
only and not to conduct any business or commercial enterprise of any kind
therein or therefrom; (b) that only Lessee and Lessee's immediate family may
reside in the Premises, provided, however, that not more than the number of
persons hereinafter specified may reside therein; (c) if Lessee permits
temporary guests to occupy the Premises from time to time, (i) the total number
of person occupying or using the Premises at any one time shall not exceed the
number of persons hereafter specified, (ii) Lessee will notify Lessor of any
guests permitted to occupy the Premises in Lessee's absence, and (iii) any
conduct by a guest of Lessee which constitutes a breach or violation of the
terms of this lease shall be deemed to be a breach by Lessee of this lease; (d)
not to engage in or permit any act or neglect that would increase the cost of
insurance of the Premises or the complex in which the Premises are located; (e)
not to permit more than a total of two people to reside in the Premises at any
time if it is a one bedroom apartment, or four people if it is a two bedroom
apartment, or six people if it is a three bedroom apartment or penthouse, and
none of whom may be a sublessee, assignee, or renter (except Lessee). RULES AND
REGULATIONS GOVERNING TENANCY IN THE MARINA CITY CLUB TOWERS (the "Rules and
Regulations") are attached hereto and made a part hereof. Lessee agrees to
comply with the Rules and Regulations, as they may from time to time be amended
or promulgated by Lessor, and any violation thereof shall constitute a material
breach of this lease. Nothing contained herein shall be deemed to impose any
liability upon Lessor for any violation of the Rules and Regulations, or breach
of any covenant or condition of any lease, by any tenant or occupant of the
Marina City Club Towers complex.

6.       NOTICE OF MOVE-IN DATE; MOVE-OUT
         Lessee shall comply with Lessor's move0in and move-out policy as in
effect at the time of move. Lessor reserves the right from time to time to
change its move-in and move-out policy. Lessor's present move-in and move-out
policy prohibits moves on Saturdays, Sundays, or holidays or at times other than
between the hours of 8:00am and 6:30pm, and requires advance notice and
arrangements fro a specific move-in and move-out date. Lessee shall assume full
responsibility for any damage to property or persons caused by Lessee or
Lessee's agents during the move-in or move-out process.

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7.       CARE OF PREMISES; LIABILITY; LIMITATION OF LIABILITY
         (a)      By taking possession of or occupying the Premises, Lessee
                  acknowledges that Lessee has carefully examined the Premises
                  and the fixtures and equipment contained herein and that same
                  are in good order and repair, except only to the extent that
                  Lessor otherwise agrees in writing. Except as provided by law,
                  Lessee (i) shall maintain the Premises and the fixtures and
                  equipment in good condition and repair at Lessee's expense,
                  and upon expiration or termination of this lease shall
                  surrender the Premises and fixtures and equipment in clean
                  condition and in as good condition as reasonable and careful
                  use will permit; (ii) shall not alter, remodel or redecorate
                  the Premises without the prior written consent of Lessor and
                  any required consent of the Department of Beaches and Harbors
                  and the California Coastal Zone Conservation Commission, and
                  without first obtaining all other approvals and permits
                  required by any governmental agency, including the County
                  Department of Building and Safety. Any such approved work must
                  be performed by a California licensed contractor and must
                  comply with all applicable laws, rules and regulations. Lessee
                  shall notify Lessor prior to commencing any such approved
                  work, shall indemnify and hold harmless Lessor from and
                  against all liens for labor and materials and against any
                  damage to property or persons caused by or resulting in any
                  way from such work.
         (b)      Lessee shall not commit or suffer any waste to be committed on
                  the Premises. Prior to the expiration or termination of this
                  lease, Lessee, unless Lessor otherwise agrees in writing,
                  shall remove at Lessee's expense all wall, floor or ceiling
                  covering installed by or for the account of Lessee, and Lessee
                  shall pay for any damage to the walls, floors, ceiling or
                  other portions of the Premises caused thereby.
         (c)      Lessor shall not be liable for any loss of or damage to any
                  property of Lessee or of Lessee's family members, guests,
                  invitees, servants or agents caused by (i) the malfunctioning,
                  nonfunctioning, or leaking of any plumbing, air conditioning,
                  heating, gas, water, steam, electrical or other system,
                  piping, equipment or fixtures located in the Premises or the
                  building in which the Premises are located; or (ii) water or
                  moisture coming through the roof, ceilings, floors, walls,
                  windows, doors, skylights, or otherwise - unless such loss or
                  damage is caused by Lessor's willful injury or sole gross or
                  active negligence or breach of any duty imposed by law.
         (d)      Lessor shall have no liability whatsoever to Lessee , or
                  Lessee's family members, guests, invitees, servants or agents
                  for any loss, damage or injury (including death) to their
                  person or property caused by theft, vandalism or other acts or
                  neglect of third persons, including without limitation,
                  co-tenants or other occupants of the Marina City Club Towers
                  complex or the building in which the Premises are located,
                  unless Lessor is made responsible therefore by specific
                  provisions of the law.
         (e)      As part of the consideration to Lessor for entering into this
                  lease and establishing the amount of the monthly rental to be
                  paid by Lessee, Lessee agrees that the Lessor's ability shall
                  be limited as set forth in this Section 8 and that Lessee
                  shall assume or look to such insurance as Lessee may wish to
                  carry for, any such loss, damage or injury (including death);
                  provided, however, that nothing herein contained is intended
                  to create any third party beneficiary right.

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8.       INDEMNIFICATION OF LESSOR BY LESSEE
         Lessee shall indemnify and hold Lessor harmless from and against all
claims, costs, expenses (including reasonable attorney's fees), actions and
liabilities for personal injury to, or death of, any person or persons,
including, without limitation, Lessee or Lessee's family members, and damage to
or loss or destruction of property belonging to Lessee or any other person or
entity, including that belonging to or under the care, custody or control of
Lessor, caused by or resulting in any way from the acts or omissions of Lessee
or Lessee's family members, guests, invitees, servants or agents. The provisions
of this Section 9 does not waive any duty of Lessor to prevent personal injury,
death or property damage where the duty is imposed by law.

9.       SUBLETTING AND ASSIGNMENT
         Lessee shall not sublet the Premises or any part thereof or assign
Lessee's interest under this Lease whether such assignment be in whole or in
part or voluntarily or by operation of law. Any such subletting or assignment
shall be void and shall constitute a material breach and default under this
lease. Lessee hereby specifically acknowledges notice of Lessor's policy against
subletting or assignment. The acceptance of rent by Lessor from any person shall
not constitute and shall not be deemed to constitute a waiver by Lessor of the
provisions of this Section or of any other provision of this lease, not shall it
give any such person, other than Lessee, the right to possession or occupancy of
the Premises. Lessor shall have the right to assign, hypothecate or otherwise
dispose of all or any part of its rights and interests in, to and under this
lease to any person, firm, corporation or other entity.

10.      UTILITIES AND SERVICE
         Lessor shall provide Lessee with reasonable quantities of running
water at Lessor's expense. Electricity, telephone service and other utilities
are the responsibility of and shall be provided and paid for by the Lessee. Any
interruption or curtailment in any utility service, or in any services furnished
by Lessor, shall not entitle Lessee to any claim against Lessor, or to any
reduction in rent or delay in the payment thereof, nor shall the same constitute
a constructive or partial eviction, unless, with respect to services furnished
by Lessor, Lessor shall fail to take reasonable measures to restore such
service. Lessee acknowledges that it is Lessee's responsibility to have the
electric meter connected for the Premises prior to Lessee's move-in, and, in
addition it is Lessee's responsibility to have any phones installed.
Arrangements for cable for cable TV hookup and service, if desired by Lessee, as
well as billing and payment therefore, shall be handled by Lessee directly with
the cable TV Company, Lessor shall have no liability whatsoever to Lessee with
respect to the cable TV service.

12.      PARKING PRIVILEGES
         Lessor, at no additional charge to Lessee, hereby grants to Lessee a
license during the term of this lease to park a motor vehicle within the parking
space or spaces designated by Lessor. Lessor reserves the right to change the
location of such space(s) from time to time, but will not do so arbitrarily. Not
more than one vehicle shall be parked in any space, the space(s) shall be used
solely for the parking of motor vehicles and shall not be for repairing
vehicles, no recreational vehicle may be parked therein and excessive grease/oil
drippings must be cleaned up immediately at Lessee's expense or the vehicle must
be parked off premises. Lessor's determination as to whether a vehicle is a
recreational-type shall be final. Lessee shall not sublet, assign, rent or make
any charge to others for any parking space designated for Lessee's use. Lessee
and Lessee's family members, guests, invitees, servants and agents assume the
risk of damage or loss of any motor vehicle (or portion thereof of anything
therein or thereon) parked by them within said space(s) or parked elsewhere on
Lessor's property either with or without Lessor's approval. Lessee and Lessee's
family members, guests, invitees, servants and agents shall be liable for all
towing and other related expenses in the event any such person uses parking
space(s) or areas other than those designated by Lessor. The number of parking
spaces assigned to Lessee is________________(____________).

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13.      LESSOR RIGHT OF ENTRY
         Lessor and its agents and employees may enter the Premises in case of
emergencies; to make necessary or agreed repairs, decorations, alterations or
improvements or supply necessary or agreed services; to exhibit the Premises to
prospective or actual tenants, purchasers, mortgagers, workman or contractors;
when Lessee has abandoned or surrendered the Premises; or pursuant to a court
order. Except in case of an emergency, when Lessee has abandoned or surrendered
the Premises, or if it is impractical to do so, Lessor shall give Lessee
reasonable notice of Lessor's intent to enter and, except in case of emergency
or when Lessee has abandoned or surrendered the Premises, will enter only during
normal business hours unless Lessee otherwise consents at the time of entry.
Twenty-Four hours shall be presumed to be reasonable notice in absence of
evidence to the contrary. Lessee shall not change locks on the entry door to the
Premises or add additional locks without the prior written approval of Lessor
and if such approval is granted, Lessee shall provide Lessor with keys, at
Lessee's expense, to open such new or additional locks.

14.      DAMAGE OR DESTRUCTION OF PREMISES
         If the Premises are destroyed or rendered unlivable by fire or other
casualty not caused by the negligent or willful act or omission of Lessee, or
Lessee's family members, guests, invitees, servants or agents, this lease shall
terminate effective as of the date of such casualties except for the purpose of
enforcing the rights that then may have accrued hereunder. If only a part of the
Premises is destroyed or rendered unlivable by fire or other casualty not caused
by the negligent or willful act or omission of Lessee, or Lessee's fami8ly
members, guests, invitees, servants or agents, and the remainder of the Premises
are tenantable, Lessor shall with reasonable dispatch proceed to repair such
damage or destruction, and this lease shall remain in full force and effect;
provided, however, that rent attributable to the period of repair shall be
abated in the proportion which the damaged or destroyed part bears to the whole
of the Premises. Lessee shall not be entitled to any other compensation by
reason of such damage or destruction or the repairs required thereby.

15.      EMINENT DOMAIN
         If the Premises shall be taken by eminent domain, this lease shall
terminate effective as of the date possession of the Premises is taken by the
condemning authority and the rent shall be a portion as of said date. No portion
of any judgment or award rendered in any eminent domain proceedings shall belong
to Lessee.

16.      DEFAULT
         The occurrence of either or both of the following events shall
constitute a default and breach by Lessee hereunder;
          (a)  the failure by Lessee to make any payment of rent or any other
               payment required to made by Lessee hereunder, has in when due,
               where such failure shall continue for a period of (3) days after
               writt4en notice thereof from Lessor to Lessee; or
          (b)  The failure by Lessee to observe or perform covenant, agreement
               or obligation of this lease, express or implied, to be observed
               or performed by Lessee, other than as described in sub paragraph
               (a) above.

17.      REMEDIES
         In the event of any such default or breach of Lessee, Lessor may at any
time thereafter, in addition to pursing any other remedy now or hereafter
available to Lessor under the laws or judicial decisions: Terminate Lessee's
right to possession of the Premises by any lawful means, in which case this
lease shall terminate and Lessee shall immediately surrender possession to the
Lessor. In such event, Lessor shall be entitled to recover from Lessee all
damages accrued by Lessor by reason of Lessee default including, but not limited
to the cost of recovering possession of the Premises, expenses of reletting, any
real estate commissions actually paid, and, in accordance with section 1951.2 of
the California Civil Code, the worth at the time of award of : (I) the unpaid
rent which had been earned at the time oft termination, (II) Then amount by
which the unpaid rent which would have been earned after termination until the
time e of award exceeds the amount of such rental loss that Lessee proves could
have been reasonably avoided, and (III) the amount by which the unpaid rent for
the balance of the term after the time of award exceeds the amount of such
rental loss that Lessee proves could be reasonably avoided together with any
other amount necessary to compensate Lessor for all the detriment approximately
caused by Lessee's failure to perform Lessee's obligation to be hereunder or
which in the ordinary course of things would be likely to be therefrom.

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18.      INTEREST CHARGES
         Any amount due from Lessee pursuant to this lease which is not paid
when due shall bear interest at the rate of ten percent (10%) per annum from the
date due until paid in full. Payment of, or the right of Lessor to collect such
interest shall not excuse or cure any default by Lessee hereunder.

19.      EXPENSE OF LITIGATION
         If either party incurs any expense, including reasonable attorneys'
fees, in connection with any action or proceeding instituted by either party by
reason of any default or alleged default of the other party hereunder, the party
prevailing in such action or proceeding shall be entitled to recover its
reasonable expenses and attorneys' fees from the other party in an amount
determined by the court, whether or not such action goes to final judgment. In
the event of settlement or final judgment in which neither party is awarded all
of the relief prayed for, the prevailing party as determined by the court shall
be entitled to recover from the other party reasonable expenses and attorneys'
fees in the amount determined by the court.

20.      SUBORDINATION
         This lease, at Lessor's option, shall be subordinate to any ground
lease, facilities lease. mortgage, deed of trust, or any other hypothecation for
security now or hereafter placed upon the real property of which the Premises
are apart. Lessee shall execute any documents required to effectuate such
subordination and a failure to do so within (10) days after written demand shall
thereby make, constitute, an irrevocably appoint Lessor as Lessee's
attorney-in-fact and in Lessee's place and stead, to do so.

21.      NOTICES
      Any notice required or permitted hereunder shall be in writing and may be
served personally or by mail. If served by mail it shall be addressed, if
directed to Lessor, to Lessor at:
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(Attention: Leasing Department) or such other address as Lessor may from time to
time designate in writing to Lessee; or, if directed to Lessee, to Lessee at the
Premises, except that notice is given by Lessor pursuant to Section 2 hereof
shall be sent to Lessee either at Lessee's residential or business address as
shown on Lessee's lease application. Any notice given by mail shall be deemed
effective forty-eight (48) hours after deposit in the United States mail
registered or certified, postage pre-paid and addressed as specified above.

23.      MISCELLANEOUS

          (a)  Lessor's consent to or approval of any act of Lessee requiring
               Lessor'[s consent or approval shall not be deemed to render
               unnecessary the obtaining of Lessor's consent to or approval of
               any subsequent act by Lessee, whether or not similar to the act
               so consented to or approved. The waiver by Lessor of any breach
               of any term covenant, or condition of this lease shall not be
               deemed to be a waiver of such term, covenant or condition or any
               subsequent breach of the same term or any other term, covenant or
               condition of this lease. The subsequent acceptance of rent by
               Lessor shall not be deemed to be a waiver of any preceding
               default or breach by Lessee under any term, covenant, or
               condition of this lease other than the failure of Lessee to pay
               the particular rental so accepted, regardless of Lessor's
               knowledge of such proceeding default or breach at the time of
               acceptance of such rent.
          (b)  The provisions of this lease shall be deemed independent and
               severable, and the invalidity or partial invalidity or
               enforceability of any provision, clause, sentence, or phrase
               hereof shall not affect the validity of remaining provisions.
          (c)  Time is of the essence of this lease.


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          (d)  Each provision of this lease to be performed by Lessee shall be
               deemed both a covenant and a condition.
          (e)  Each and all of the terms, covenants and agreements contained
               herein shall be binding upon and shall inure to the benefit of
               the respective heirs, executors, administrators and successors of
               each of the parties hereto and the assignees of Lessor. If there
               be more than one Lessee hereunder, the obligations of each shall
               be joint and several.
          (f)  This lease, together with any Riders attached hereto and bearing
               even date herewith and signed by Lessee and Lessor, constitutes
               the entire agreement between the parties with respect to the
               subject t matter hereof. Lessee has not relied on any statement
               or representation of Lessor, its agents, officers, or employees,
               except as herein specifically contained. This agreement may not
               be modified except by aw written instrument duly executed by the
               parties hereto or by their authorized agents or officers.
          (g)  The Premises are part of certain property that is leased from the
               county of Los Angeles (the " County Lease"), and the within
               Standard Apartment Lease Agreement, although not specifically so
               designated herein is a sublease under the County Lease. Lessor is
               the managing agent for the Lessee under the County Lease of the
               premises and the property of which it forms apart. The County has
               approved a plan pursuant to which specific residential units
               including the Premises may be subleased for periods in excess of
               one year. However, the County Lease requires that any such
               sublease (including the within Standard Apartment Lease Agreement
               if it is for a term in excess of one year) shall specifically
               provide that the County shall have the absolute power as its sole
               election to cancel such sublease at any time. Therefore, The
               County shall have the absolute power at its sole election to
               cancel the within Standard Apartment Lease Agreement at any time
               if it is for a term in excess of one year. Neither the Lessee
               under the County Lease nor Lessor, nor their respective
               successors, assignees, officers, directors or employees shall
               have any responsibility or liability whatsoever to Lessee for any
               loss, costs, expenses or damages which are incurred or sustained
               by Lessee as a result or consequence of any such cancellation by
               the County.
          (h)  This lease may be executed in several original counterparts, all
               of which shall be deemed to be one original, including any riders
               attached thereto.

Lessee's attention is directed to Section 5 of this lease for provisions
relating to the terms and conditions, including rent, hat will be applicable in
the event Lessee remains in possession of the Premises after the expiation of
the term hereof with Lessor's consent.

Lessor:                                     Lessee:

By:/s/ MCC L.P.                                By:/s/ Sara Hallitex Corporation
                                                   Sara Hallitex Corporation


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