EXHIBIT 10.3

                                                               December 13, 1996
                         TEMPORARY LEASE/RENT AGREEMENT
                                    Between
                                    TESLAco
                                   10 Mauchly
                                Irvine, CA  92718
                          hereafter referred to as to
                                    'LESSOR'
                                      and
                          Hienergy Microdevices, Inc.
                           25621 Blossom Park Street,
                              Lake Forest, CA 92630
                          hereafter referred to as to
                                    'LESSEE'.

     Lessor  shall  lease/rent  to Lessee certain office and conference space in
the building at 10 Mauchly, Irvine for the work related to Phase I and beginning
of  Phase  II  (if  the  latter  is  granted)  of  the  Lessee's  SBIR  Contract
DAAB07-97-P-S808,  under  the  following  Terms  and  Conditions:

1.   SPACE TO BE LEASED.
- two (2) office rooms , plus
     - space for one copier, plus
     - use of the Conference Room whenever possible, on 'best effort' basis on
the part of Lessor.

2.   DURATION OF LEASE.
The lease will begin on 12/16/96 and terminate on 4/15/97;
if mutually agreeable, the lease can be extended for an additional period of
four (4) months by notifying so the Lessor before or on 3/31/97.

3.   RENT.
     Lessee shall pay to Lessor a rent of $750 per month, payable as follows: on
     1/15/97: $1,500
which represents the rent for period 12/16/96 -1/15/97 and security deposit of
$750, refundable on 4/15/97;
     on 2/15/97 : $1,500
which represents rent for period 1/16 - 3/16/97;
     on 3/18/97 : $ 750,
which represents rent for period 3/16-4/15/97.

4.   UTILITIES.
Utilities shall be provided by Lessor.


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5.   TELEPHONE SERVICES.
- Lessor shall provide 3 lines for Lessee (one for each office, one for
telefacsimile/ e-mail);
     - all expenses, including line installation, shall be paid for by Lessee.

6.   USERS.
Lessee's users of the leased space will consist of
     - one secretary-clerk 9 AM-6 PM Monday though Friday;
     - two full-time equivalent staffers, on the average;
Names  of  the persons using the space will be provided in advance in writing by
Lessee  to  Lessor  for  security  reasons.
     - access  to  and  use of  the  space under par. 1 for deadline-related and
overtime  work  at  all other times, including weekends, will be provided to two
(2)  persons  authorized  by  Lessee  whose  names  will  be provided to Lessor.

7.   USE OF CONFERENCE ROOM.
-  in  addition  to  the informal use of the conference room on the availability
basis,  four (4) one-day Review Meetings involving up to ten (10) persons may be
held  during  the  4-month  period.
-    if the number of Review Meetings increases exceeds this number, Lessor will
charge  Lessee  a  fair  and reasonable fee for additional use of the Conference
Room  for  review  meetings.

8.   LIMITED BUILDING SECURITY.
It  is  understood that Lessor does not have any other special security measures
other  than  an alarm system to protect the building and property from burglary.
Lessor  shall  not  be liable for any loss or damage to the Lessee's property or
documents.
Lessee  will  be  responsible  for the police fees arising from the false alarms
caused  by  the  Lessee's  personnel.

9.  CONFIDENTIALITY.  Lessee  shall  sign  the  enclosed  Lessor's  standard
Nondisclosure  Agreement  as  a  part  of  this  Lease, Lessor shall also sign a
similar  Lessee's  Confidentiality  Agreement  if  the  Lessee  so  requests.

              Signed at Irvine, California on December 13, 1996 .

LESSOR:                                 LESSEE:
TESLAco by                              HiEnergy Microdevices, Inc. by

/s/ Alexander  Suvakovic                /s/ Bogdan  C.  Maglich
Alexander  Suvakovic                    Bogdan  C.  Maglich
President                               Chairman


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