EXHIBIT 10.14

                                  OFFICE LEASE

     THIS LEASE is made and entered into by and between PETTIBONE  PROPERTIES-2,
LLC a Wisconsin limited liability company (hereinafter  "Landlord") and CORONADO
INDUSTRIES INC. (hereinafter "Tenant").

                                   WITNESSETH

     GENERAL PROVISIONS. The following terms shall have the meaning set forth in
this Section unless specifically modified by other provisions of this Lease:

     1.1  DATE OF LEASE:    October 21, 2004

     1.2  BUILDING:         The 3500  Square Feet  building  located at 16857 E.
                            Saguaro Blvd., Fountain Hills, AZ, together with the
                            land   and   other   improvements   and   facilities
                            appurtenant thereto.

     1.3  PREMISES:         The entire building and related land.

     1.4  TERM:             Approximately  Five years and 15 days  commencing on
                            December  1st,  2004 (the  "Commencement  Date") and
                            ending on  December  15th,  2009,  (the  "Expiration
                            Date"),  unless  extended or  terminated  earlier in
                            accordance  with this  Lease.  The  tenant  shall be
                            allowed  to move  into the  premises  on or any time
                            after November 15th, 2005.

     1.5  ACCESS:           Tenant to have early access to the premises prior to
                            commencement  upon the  execution  of this lease and
                            payment of the security deposit.

     1.6  MONTHLY
          BASE RENT:        $4520  (3500  square  feet X $15.50  per square foot
                            divided by 12)

     1.7  PERMITTED
          USE:              General Office Purposes and light assembly

     1.8  LANDLORD'S
          ADDRESS           126 N. Jefferson St., Suite 201
          FOR NOTICES:      Milwaukee, WI 53202

     1.9  TENANT'S ADDRESS
          FOR NOTICES:      Address of Premises

     1.10 SECURITY DEPOSIT: $4520

     1.11 GUARANTOR(S):     Gary  R.  Smith  the  Guarantor  shall  execute  the
                            Guaranty attached hereto as Exhibit C.

     1.12 EXHIBITS:         A - Guaranty

          All exhibits are attached hereto and incorporated herein.


<PAGE>

2. GRANT AND TERM.  Landlord  hereby  leases to Tenant and Tenant  hereby leases
from  Landlord  the  Premises  for the Term and  upon  all of the  other  terms,
conditions and  provisions of this Lease.  The Term of this Lease shall commence
on the  Commencement  Date  set  forth  in  Section  1.4  and  shall  end on the
Expiration Date set forth in Section 1.4 unless extended or sooner terminated as
provided  herein.  Tenant shall have the option to renew as stated herein.  Each
party agrees,  at the request of the other, to execute and deliver an instrument
confirming the actual Commencement Date and the Expiration Date when determined.

3. RENT.  Tenant  agrees to pay to Landlord at  Landlord's  address set forth in
Section 1.8 or such other place designated by Landlord,  without prior demand or
notice and without setoff, the rent for the Premises consisting of Base Rent set
forth in Section  3.1, and any other  additional  payments due under this Lease.
The  obligation  of Tenant to pay rent is hereby  declared to be an  independent
covenant.

   3.1 BASE RENT.  The  amount  specified in  Section 1.6  shall  be  payable in
advance on the first day of each month  during the Term  except that the Monthly
Base Rent for the first full month of the Term shall be paid upon  execution  of
this Lease by Tenant. In the event the Commencement Date is not the first day of
a calendar  month,  the rent for such partial month shall be prorated based upon
the actual  number of days of the Term  during such  month.  The parties  hereto
agree that the Base Rent  payable  under the terms of this  Lease  shall be free
from any  deduction,  offset or  counterclaim  by reason  of any  obligation  of
Landlord or any other  reason and all of the  provisions  of this Lease shall be
construed and interpreted to such end.

   3.2  PERSONAL PROPERTY TAXES. Tenant  agrees  to  timely  pay  when  due  all
personal  property  taxes,  whether  assessed  against  Landlord  or Tenant,  on
Tenant's  furniture,  equipment  and other items of personal  property  owned by
Tenant and located in or about the Premises.

   3.2.1  REAL ESTATE TAXES.  Landlord  shall  remain  responsible  for all real
estate taxes assessed on the Premises.

   3.3  LATE CHARGE.  Tenant acknowledges  that  late  payment  of rent involves
additional costs to Landlord for collection and bookkeeping,  and,  accordingly,
Tenant  agrees that, if rent due hereunder is not paid by the tenth day after it
is due,  then Tenant shall pay upon demand,  as  additional  rent, a late charge
equal to ten  percent  (10%) of the amount  required to be paid.  The  foregoing
provision for payment of a late charge shall not be construed to extend the date
for payment of any sums  required to be paid by Tenant  hereunder  or to relieve
Tenant  of its  obligation  to pay all such  sums at the  tune or  times  herein
stipulated, and neither the demand for, nor collection by, Landlord of such late
charge shall be construed as a cure of Tenant's default in the payment of rent.

4. SECURITY  DEPOSIT.  Upon  execution of this Lease,  Tenant shall deposit with
Landlord  the  Security  Deposit set forth in Section  1.10 as security  for the
prompt,  full and faithful  performance by Tenant of each and every provision of
this Lease. Landlord is not required to hold the Security Deposit in any special
or trust  account,  but may commingle  the Security  Deposit with other funds of
Landlord. No interest shall be paid to Tenant on the Security Deposit. If Tenant
fails to perform any of its  obligations  under this Lease,  Landlord  may,  but
shall not be  obligated  to,  use,  apply or retain the whole or any part of the
Security Deposit for the payment of (i) any Rent or other sums of money due from
Tenant  hereunder,  (ii) any sum  expended by  Landlord  on  Tenant's  behalf in
accordance with the provisions of this Lease, and/or (iii) any costs or expenses


2
<PAGE>

incurred by Landlord as a result of Tenant's  default.  The use,  application or
retention of the Security  Deposit or any portion  thereof by Landlord shall not
prevent  Landlord  from  exercising  any other right or remedy  provided by this
Lease against the Security  Deposit.  If any portion of the Security  Deposit is
used,  applied or retained by Landlord for the purposes set forth above,  Tenant
agrees,  within ten (10) days after the written demand from Landlord, to deposit
cash with Landlord in an amount  sufficient  to restore the Security  Deposit to
its original amount. If Tenant shall fully and faithfully comply with all of the
provisions of this Lease,  the Security  Deposit or any balance thereof shall be
returned  to Tenant  after the  expiration  or  termination  of this Lease after
Tenant has  surrendered  the Premises to Landlord in accordance  with this Lease
and paid all amounts  due and owing to  Landlord.  In no event  shall  Tenant be
permitted to use or designate the Security Deposit for the payment of rent.

5. USE OF  PREMISES.  Tenant  may use and  occupy  the  Premises  solely for the
purposes  set forth in  Section  1.7 of this  Lease and for no other  purpose or
purposes without the prior written consent of Landlord. Tenant agrees to conduct
its business at all times in a high class and reputable manner, and Tenant shall
not use or allow the Premises to be used for any improper,  immoral, unlawful or
objectionable  purpose or which could  injure the  reputation  of the  Building.
Tenant shall not commit or suffer to be committed  any waste upon the  Premises,
and Tenant shall not place a load upon any floor of the Premises  which  exceeds
the floor load per square foot which such floor was  designed  to carry.  Tenant
shall not commit or suffer to be  committed  any  nuisance or other act or thing
which may disturb  the quiet  enjoyment  of any other  occupant or tenant of the
Building.  Tenant  shall  not use or permit to be used any  medium  which  might
constitute a nuisance,  such as  loudspeakers,  sound  amplifiers,  phonographs,
radios, televisions, or any other sound producing devices which will carry sound
or  transmit  vibrations  outside the  Premises.  Tenant  agrees  that  business
machines and mechanical  equipment used by Tenant which cause vibration or noise
that may be  transmitted  to the  Building to such a degree as to be  reasonably
objectionable  to Landlord or any occupants or tenants in the Building  shall be
placed and  maintained  by Tenant at its expense in settings of cork,  rubber or
springtype  vibration  eliminators  sufficient to eliminate  such  vibrations or
noise.  Tenant shall not cause or permit in or about the Premises any  offensive
or other odors objectionable to other tenants or patrons of the Building.

6. QUIET ENJOYMENT. Landlord covenants that, subject to the payment by Tenant of
the rent herein  provided and the observance  and  performance of all covenants,
terms and conditions on Tenant's part to be observed and performed, Tenant shall
have and enjoy during the Term hereof,  the quiet and undisturbed  possession of
the Premises,  without  hindrance,  disturbance  or  molestation  from Landlord,
subject, however, to the terms of this Lease.

7.  CONDITION  OF  PREMISES.  Landlord  shall not be  required  to  perform  any
improvements  or to rework,  remodel or  recondition  the Premises in any manner
whatsoever  for Tenant's use and occupancy  thereof  Tenant may perform  certain
minor remodeling  items including the creation of a conference room,  closure of
the second floor bathroom,  minor remodeling of the first floor kitchen, and any
other  tenant  improvements,  subject  to  the  prior  written  approval  of the
Landlord.  Tenant agrees to restore any bathroom  modifications to there present
condition at the termination of this lease.  Landlord agrees to contribute $2500
toward the cost of these improvements at the time tenant begins occupancy and/or
upon landlord's verification that the improvements have been completed. Landlord
also shall recarpet the premises at landlord's cost.


3
<PAGE>

8. INSURANCE.  Landlord shall procure and maintain fire and hazard  insurance on
the Building. Tenant shall, AT its expense, obtain and carry at all times during
the Term of this Lease (a)  commercial  general  liability  insurance  including
contractual  liability  coverage for the  indemnification  obligations of Tenant
contained  in this Lease  covering  injury to or death of persons  and damage to
property  in an amount not less than  $1,000,000.00  combined  single  limit per
occurrence/$2,000,000.00  annual  aggregate (or such higher  amounts as Landlord
shall from time to time determine);  (b) fire insurance, with extended coverage,
vandalism  and  malicious  mischief  and  theft  and  mysterious   disappearance
endorsements, without coinsurance, covering the contents of the Premises and all
alterations,  additions and leasehold  improvements made by or for Tenant in the
amount of their full  replacement  value;  (c) if and to the extent  required by
law, worker's  compensation  insurance or similar insurance;  and (d) such other
insurance  as may be required  from time to time by  Landlord or any  underlying
lessor or mortgagee of the Building. All of such policies shall be written by an
insurance  company or companies  satisfactory  to  Landlord,  shall name Tenant,
Landlord and any other parties in interest designated by Landlord, as insureds,
as their interest may appear,  shall be written as primary  policy  coverage and
not  contributing  with or in excess of any coverage  which Landlord or any such
other party  designated  by Landlord may carry,  and shall contain a clause that
the insurer will not cancel or change the  insurance  coverage  without at least
thirty (30) days prior written notice to Landlord. Evidence of such insurance in
form  satisfactory  to Landlord  shall be  furnished  to  Landlord  prior to the
Commencement Date and at least thirty (30) days prior to the renewal date and at
such other times as may be reasonably requested by Landlord.  Such insurance may
be  furnished  by  Tenant  under any  blanket  policy  carried  by it or under a
separate  policy  therefor   provided  that  such  blanket  policy  contains  an
endorsement that names Landlord and any other party designated by Landlord as an
additional  insured,  references  the  Premises and  guarantees a minimum  limit
available  for the  Premises  equal to the  insurance  amounts  required in this
Lease.  Landlord may at any time and from time to time  inspect  and/or copy any
and all insurance policies required to be procured by Tenant under this Lease.

9.  INDEMNITY.  Tenant agrees to indemnify  and save Landlord  harmless from and
against any and all claims,  damages,  costs and expenses,  including reasonable
attorney fees, in any manner arising out of or in connection  with the occupancy
of the  Premises  by  Tenant  including  but not  limited  to,  the  conduct  or
management of the business  conducted by Tenant in the  Premises,  the breach or
default on the part of Tenant in the  performance  of any  covenant or agreement
contained in this Lease,  or any negligence of Tenant or its agents,  employees,
concessionaires,  licensees,  customers or invitees,  unless damage is caused by
the negligence or intentional acts of Landlord. In case any action or proceeding
is brought against  Landlord by reason of such claim,  Tenant,  upon notice from
Landlord,  shall defend such action or proceeding.  Tenant's  obligations  under
this Section shall survive the termination of this Lease.

10. WAIVER OF SUBROGATION.  Each party hereby  expressly  releases the other for
liability  it may have on account of any loss to the  Premises  or  Building  or
contents  thereof  due to fire or any  peril  included  in the  coverage  of any
applicable  fire and extended  coverage and material damage  insurance,  however
caused,  including  such  losses  as may be due to the  negligence  of the other
party, its agents or employees, but only to the extent of any amount received by
reason of such insurance,  and each party hereby waives any tight of subrogation
which might  otherwise exist in or accrue to such party on account  thereof.  If
either party fails to maintain in force any insurance  required by this Lease to
be carried by it, then for  purposes of this waiver of  subrogation  it shall be
deemed to have been fully insured and to have recovered the entire amount of its
loss.


4
<PAGE>

11.  NON-LIABILITY  OF  LANDLORD.  Landlord  shall not be liable to Tenant,  and
Tenant hereby waives all claims  against  Landlord,  for any injury or damage to
any person or property in or about the Building  resulting  from the Building or
Premises,  or any part thereof, or any equipment thereof becoming out of repair;
flooding of basements  or other areas;  damages  caused by  sprinkling  devices,
air-conditioning apparatus, snow, frost, water leakage, steam, excessive heat or
cold, falling plaster, broken glass, sewage, gas, odors or noise or the bursting
or leaking of pipes or plumbing fixtures; any act or neglect of other tenants or
occupants  or  employees  in the  Building;  or any other thing or  circumstance
whatsoever,  whether of a like nature or of a wholly  different  nature,  unless
caused by the  negligent or  intentional  acts of  Landlord.  All property in or
about the  Building or Premises  belonging to Tenant,  its agents,  employees or
invitees shall be there at the risk of Tenant or other person only, and Landlord
shall not be liable  for  damage  thereto  or  theft,  misappropriation  or loss
thereof.  If Landlord  shall fail to perform any  covenant or  condition of this
Lease  upon  Landlord's  part to be  performed  and,  as a  consequence  of such
default,  Tenant shall recover a money judgment against Landlord,  such judgment
shall be satisfied  only out of the proceeds of sale received upon  execution of
such  judgment  and levied  thereon  against  the right,  title and  interest of
Landlord in the  Building  and out of rents or other  income from such  property
receivable  by Landlord,  and Landlord  shall not be  personally  liable for any
deficiency.

12. COMPLIANCE WITH LAWS AND BUILDING RULES.  Tenant shall, at its sole cost and
expense,  promptly comply with all laws,  statutes,  ordinances and governmental
rules,  regulations  or  requirements  now or hereafter  in force,  and with the
requirements of the local Board of Fire  Underwriters or any similar body now or
hereafter  constituted  relating to any  alterations  or remodeling  done to the
premises.  Tenant  shall also  observe and comply with the  requirements  of all
policies of  insurance at any time in force with  respect to the  Building,  and
Tenant  shall not do or permit  anything to be done on or about the  Building or
bring or keep  anything  therein  which will in any way increase the cost of any
insurance  now or  thereafter  carried on the Building or any of its contents or
that will invalidate any such insurance. Tenant shall also comply with the rules
and  regulations  attached to this Lease as Exhibit B and such other  reasonable
rules and  regulations  to regulate  the use,  occupancy  and  operation  of the
Building  which may from time to time be established by Landlord in writing (the
"Building Rules"), and any modifications or amendments thereto provided they are
applied uniformly to all tenants of the Building,  and do not interfere with the
rights  granted  herein.  Landlord  shall not be  responsible  to Tenant for the
noncompliance by other tenants or occupants with the Building Rules.

13. ENVIRONMENTAL REQUIREMENTS. Tenant shall comply with all applicable federal,
state and local  environmental  laws,  ordinances and all amendments thereto and
rules and  regulations  implementing  the same,  together  with all  common  law
requirements,  which relate to discharge,  emissions, waste, nuisance, pollution
control,  hazardous substances and other environmental matters as the same shall
be in existence  during the Lease Term. All of the foregoing  laws,  regulations
and requirements are hereinafter  referred to as  "Environmental  Laws".  Tenant
shall obtain all environmental  licenses,  permits,  approvals,  authorizations,
exemptions, certificates and registrations (hereinafter collectively referred to
as  "Permits")  and make all  applicable  filings  required of Tenant  under the
Environmental  Laws required by Tenant to operate at the  Premises.  The Permits
and required  filings  shall be made  available  for  inspection  and copying by
Landlord at Tenant's  offices upon reasonable  notice and during business hours.
Tenant shall not cause or permit any flammable or explosive material,  petroleum
or petroleum by-products,  contaminant, radioactive material, hazardous waste or


5
<PAGE>

material,  toxic  waste or material  or any  similar  substance  which is or may
become regulated under any applicable  federal,  state or local law (hereinafter
collectively referred to as "Hazardous  Substances") to be brought upon, kept or
used in or about the Premises except for small  quantities of such substances as
is necessary in the ordinary  course of Tenant's  business  provided that Tenant
shall  handle,  store,  use and  dispose  of any  such  Hazardous  Substance  in
compliance with all applicable laws and the highest standards  prevailing in the
industry for the storage and use of such  substances or  materials,  in a manner
which is safe and does not contaminate the Premises or the Building,  and Tenant
shall give Landlord  written notice of the identity of such  substances.  If any
lender or governmental agency shall ever require testing to ascertain whether or
not there has been any release of any Hazardous  Substance,  then the reasonable
costs  thereof  shall be  reimbursed  by  Tenant  to  Landlord  upon  demand  as
additional rent if such requirement applies to the Premises.  Tenant shall, from
time  to  time,  at   Landlord's   request,   execute  such  other   affidavits,
representations  and the like  concerning  Tenant's  best  knowledge  and belief
regarding the presence of Hazardous  Substances  on the Premises.  Tenant hereby
agrees to indemnify and hold  Landlord  harmless  from any  liability,  claim or
injury,  including  attorney  fees,  and the cost of any  required or  necessary
repair,  cleanup,  remediation  or  detoxification,  arising out of (i) the use,
manufacture,  handling, storage, disposal or release of any Hazardous Substances
by Tenant, its agents and employees on, under or about the Premises,  or (ii) an
actual  or  alleged  violation  of  Environmental  Laws in  connection  with the
occupancy  of the  Premises  by Tenant or any  occupant  of the  Premises or the
operation  of Tenant's  business  on the  Premises  during the Lease  Term.  The
foregoing covenants and indemnification shall survive the expiration of the Term
of this Lease.

14.  UTILITIES.  Tenant shall be responsible  for  contracting for all utilities
services  and  payment of all costs  associated  with the use of such  utilities
including,  but not  limited  to water,  sewer,  electric,  gas,  and  telephone
service.

15.  REPAIRS.  Tenant shall  replace as necessary  all light bulbs,  fluorescent
tubes,  ballasts  and other  lighting  devices in lighting  fixtures  within the
Premises.  Tenant shall be  responsible  for the repair and  maintenance  of any
minor issues  within the premises.  (Example:  replacement  of air filters,  the
fixing or replacement of a leaky faucet, etc.) The Landlord shall be responsible
for the repair,  replacement,  and or maintenance of any major issues within the
premises.   (Example:   repair   or   replacement   of  a   burst/broken   water
line/pipe/main,  the  repair  of any  electrical  issues  that  were  caused  by
something  other than the  negligence  of the tenant,  etc.) Except as set forth
herein,  Tenant shall, at its expense, keep the interior of the Premises in good
condition  and repair and shall also be  responsible  for the entire cost of all
repairs and replacements otherwise the responsibility of Landlord hereunder that
are required by reason of acts or negligence of Tenant,  its agents,  employees,
customers or invitees.  Tenant shall be responsible  for repairing any damage to
the  Building  caused  by the  installation  or moving  of  Tenant's  furniture,
equipment and personal  property.  Tenant shall, at its expense,  also repair or
replace with glass of equal  quality any broken or cracked  plate or other glass
in doors, windows and elsewhere in or adjacent to the Premises.  Tenant shall at
all times keep the Premises in a clean, orderly, neat and safe condition. Tenant
shall not defer any  repairs or  replacements  to the  Premises by reason of the
anticipation of the expiration of the Term. In the event that, at the request of
Tenant, Landlord performs any maintenance,  repairs or servicing of the Premises
which is the  obligation  of Tenant  hereunder,  then Tenant  shall pay Landlord
directly tberefor. Tenant shall give Landlord written notice of the need for any


6
<PAGE>

such  repairs to be made by Landlord,  and Landlord  shall be under no liability
for damage or injury,  however caused,  in the event of its failure to make such
repairs unless it shall have received such notice from Tenant and failed to make
such repairs  within a  reasonable  time after  receipt of such  notice.  Tenant
hereby waives any right to make repairs at Landlord's expense. Landlord may make
any  alterations,  improvements or repairs which Landlord may deem necessary for
the  preservation,  safety or improvement of the Premises.  Not withstanding the
above,  Landlord shall be responsible for the repair and replacement of the roof
and Building structure, and replacement of any HVAC equipment.

16.  JANITORIAL  SERVICES.  Tenant  shall  be  responsible  for  janitorial  and
landscape services.

17.  UTILITIES.  Tenant shall be responsible  for and timely pay all charges for
water,  electricity,  gas,  telephone amid all other separately  metered utility
services used or consumed in the Premises.  In no event shall Landlord be liable
for damages, nor shall the rental herein reserved be abated or subject to offset
or  deduction  for  failure to furnish or any delay in  furnishing  any  utility
services  nor shall the  temporary  failure to furnish  any of such  services be
construed as an eviction of Tenant or relieve  Tenant from the duly of observing
and performing all of the provisions of this Lease, provided,  however, Landlord
shall  make all  reasonable  efforts to  promptly  restore  such  service to the
Premises.

18. ALTERATIONS.  Except for the initial modifications referred to in Section 7,
Tenant  shall  not  make or  cause  to be made  any  alterations,  additions  or
improvements  to the  Premises,  or install or cause to be  installed  any floor
covering, interior or exterior lighting, plumbing fixtures or shades or make any
changes  to  the  entrance  of  the  Premises  or to  any  plumbing,  sprinkler,
electrical or mechanical  facilities of the Premises (all of the foregoing being
hereafter  referred to as an  "Alteration")  without  delivering to Landlord the
plans and  specifications  therefor and obtaining the prior written  approval of
the Landlord.  Landlord's consent to an Alteration may be granted or withheld in
its sole  discretion  or may be made  contingent  upon  Tenant  agreeing to such
conditions relating thereto as Landlord may impose. Any Alteration shall be made
at Tenant's own cost and expense by a  contractor  approved by Landlord and in a
good and workmanlike  manner in accordance  with the laws,  ordinances and codes
relating thereto,  any insurance  policies or underwriting  requirements and any
rules and regulations  promulgated by Landlord with respect to construction  and
free from any claim or claims for construction liens, and Tenant shall indemnify
and hold Landlord harmless from and against any and all claims, liens, costs and
expenses on account of such work. Tenant shall provide Landlord with evidence of
insurance in amounts and coverage satisfactory to Landlord naming Landlord as an
additional  insured and Tenant shall comply with all other terms and  provisions
as Landlord  may impose as a condition  to giving its consent to an  Alteration.
Landlord  may charge  Tenant a  reasonable  charge to cover its  overhead  as it
relates to such work.

19.  SIGNS.  Tenant may install  signs,  at its  expense,  on the outside of the
Premises. The signs shall comply with all applicable laws, ordinances and Tenant
shall obtain any necessary permits. During the Term, Tenant shall keep its signs
in presentable  condition.  Tenant shall not install, erect or maintain any sign
in violation of any applicable law, ordinance, or use permit of any governmental
authority.

20.  LIENS.  Tenant shall not create or permit any liens under any  construction
lien law to be filed or recorded against the Premises or against the interest of


7
<PAGE>

Landlord or Tenant therein. If any such lien is filed or recorded,  Tenant shall
immediately cause such lien to be discharged of record.

21.  RIGHT OF ENTRY.  Landlord  reserves the right to enter upon the Premises at
all  reasonable  hours,  with  reasonable  notice,  to examine the same, to make
repairs,  additions or  alterations  to the Premises or Building,  to supply any
service to be provided by Landlord to Tenant hereunder, and to show the Premises
during the last six months of the lease term.  Landlord  agrees that,  in making
such  repairs,  additions or  alterations,  it shall use  reasonable  efforts to
minimize interference with the conduct of Tenant's business operations. Landlord
shall keep a passkey and be allowed admittance to the Premises at all reasonable
hours in the  event of any  required  inspection  or at any time in the event of
emergency.  Tenant  shall  not add or  change  the  locks  to any  doors  of the
Premises.  Any  entry to the  Premises  shall not  under  any  circumstances  be
construed or deemed to be a forcible or unlawful  entry into,  or a detainer of,
the  Premises,  or an eviction of Tenant or impose any  liability  on  Landlord.
Nothing contained herein shall be deemed to impose on Landlord any obligation or
duty to make repairs or alterations to the Premises except as expressly provided
in this Lease.

22. ASSIGNMENT OR SUBLETTING.  Tenant shall not assign or in any manner transfer
this Lease or any estate or interest  therein  without the prior written consent
of  Landlord,  which shall not be  unreasonably  withheld,  and Tenant shall not
sublet  the  Premises  or any part  thereof or permit any use of any part of the
Premises without like consent. Consent by Landlord to one or more assignments of
this Lease or to one or more  subletting of said  Premises  shall not operate to
exhaust  Landlord's rights under this Section In the event that Tenant,  with or
without the previous consent of Landlord,  does assign or in any manner transfer
this Lease or any estate or interest therein, Tenant shall in no way be released
from any of its obligations  under this Lease.  The following shall be deemed to
be an assignment of this Lease within the meaning of this Section: (a) the sale,
issuance  or  transfer  of any voting  stock of Tenant (if Tenant is a nonpublic
corporation  or if Tenant is a public  corporation  and such sale,  issuance  or
transfer results in Tenant becoming a nonpublic  corporation) which results in a
change in voting  control of Tenant;  (b) the sale,  issuance or transfer of any
partnership  or  membership  interest  in Tenant if Tenant is a  partnership  or
limited liability company;  (c) the sale, issuance or transfer of any beneficial
interest  in Tenant if Tenant is a trust;  amid (d) the death or  incapacity  of
Tenant if Tenant is a natural person. Without waiving Landlord's right hereunder
to declare a default in the event of an assignment of this Lease or a subletting
of the Premises or any part thereof or occupancy of the Premises by anyone other
than Tenant, Landlord may collect from the assignee,  sublessee or occupant, any
rental and other charges herein required,  but such collection by Landlord shall
not be deemed an  acceptance  of the  assignee,  sublessee or  occupancy,  nor a
release of Tenant from the performance by Tenant of this Lease. Further,  Tenant
at all times and under all circumstances shall remain liable to Landlord for the
payment  of  rent  due  and to  become  due and  the  performance  of all  other
obligations  of  Tenant  hereunder  for the term  hereof.  Tenant  shall  pay to
Landlord,  as additional  rent, any costs and expenses  including  attorney fees
incurred by Landlord in  connection  with any proposed or purported  assignment,
sublease or other transfer.

     Notwithstanding the foregoing, Landlord agrees not to unreasonably withhold
its consent to any  assignment of this Lease by Tenant to a party  acquiring all
of the assets of Tenant's  business  conducted on the Premises (a  "Successor"),
provided  that (i) Tenant  shall  notify  Landlord  in  writing of the  proposed
transaction,  (ii) the Successor's  financial strength,  business reputation and


8
<PAGE>

business  experience  are in accordance  with  generally  acceptable  commercial
standards, (iii) at the time of the proposed assignment,  Tenant shall not be in
default of any of the terms of this Lease;  and (iv) the Successor  shall assume
all obligations of Tenant under this Lease in a writing reasonably acceptable to
Landlord.  If Landlord consents to any requested  assignment,  sublease or other
transfer,  and if under such  sublease,  assignment  or  transfer,  Tenant shall
receive rent or any other consideration,  either initially,  or over the term of
the sublease, or pursuant to the provisions of the assignment or transfer,  then
Tenant shall pay to Landlord,  as additional rent  hereunder,  the excess of any
such sublease rent or other consideration received by Tenant from such subtenant
or assignee  over the rent  provided for herein,  within ten (10) days after its
receipt.

     Landlord  may assign or transfer  its  interest in the Building at any dine
without the consent of Tenant.  In the event of any such assignment or transfer,
the transferor  shall be  automatically  relieved of any and all obligations and
liabilities  on the part of  Landlord  accruing  from and after the date of such
transfer,  and in such event  Tenant  agrees to look solely to the  successor in
interest of  Landlord in and to this Lease.  This Lease shall not be affected by
any such sale or  conveyance,  and Tenant  agrees to attorn to the  purchaser or
grantee,  which shall be obligated on this Lease only so long as it is the owner
of Landlord's interest in and to this Lease.

23.  DAMAGE OR  DESTRUCTION.  In the event the  Premises  shall be so damaged or
destroyed by fire, the elements or any other casualty as to render  untenantable
all or any part of the Premises,  Landlord  shall,  within sixty (60) days after
the  happening  of such damage or  destruction,  cause a competent  architect or
engineer to examine the  condition of the Premises and to prepare and furnish to
Tenant a good  faith  written  estimate  of the  amount  of time  which,  in the
judgment of such architect or engineer,  reasonably would be required to restore
the  Premises  to a  condition  at least  equivalent  to their  condition  which
Landlord furnished to Tenant upon the commencement of the Term. If the period of
time  estimated by such  architect or engineer shall be in excess of two hundred
seventy  (270) days from the date of said  damage or  destruction,  then  Tenant
shall be entitled to terminate this Lease by written notice to Landlord which is
received  by  Landlord  within  ten (10)  days  after  Tenant's  receipt  of the
estimate,  time being of the essence.  In the event of such termination,  Tenant
shall remain liable for performance of all its  obligations  through the date of
termination.  If, however,  the period of dine so estimated by said architect or
engineer shall be less than two hundred seventy (270) days, or if such period is
in excess of two hundred  seventy  (270) days but Tenant shall not have elected,
as aforesaid,  to terminate  this Lease,  then Landlord  shall  promptly  repair
and/or restore the Premises to a condition at least  equivalent to the condition
which  Landlord  furnished to Tenant upon the  commencement  of the Term.  In no
event shall Landlord be obligated to expend an amount in excess of the insurance
proceeds available to Landlord for such repair and restoration.  If the Premises
are repaired or restored as provided herein,  then Tenant shall, at its expense,
repair and restore Tenant's leasehold  improvements and Alterations and Tenant's
trade  fixtures,  furnishing  and  equipment to a condition  equivalent to their
condition  prior to such  damage or  destruction.  If the  Premises  or any part
thereof shall be rendered  untenantable by any destruction or damage, then a pro
rata  portion  ranging  from 0%-100% of the rent based upon the number of square
feet of area in the Premises  which are  untenantable  shall be abated until the
Premises  or such part  thereof  shall  have been put in  tenantable  condition.
Notwithstanding  the foregoing,  if any destruction or damage to the Premises or
Building  (whether  or not the  Premises  are  affected)  is so  extensive  that
Landlord,  in its sole discretion,  elects not to repair or restore the Premises


9
<PAGE>

or Building,  or the proceeds of insurance  are not  sufficient  or available to
fully pay the cost of the repair or  restoration,  then  Landlord may  terminate
this Lease  effective as of the date of the damage by written  notice to Tenant.
The  provisions  of  this  Section  are  subject  to the  rights  of  Landlord's
mortgagees, if any.

24. EMINENT DOMAIN.  In the event all or  substantially  all of the Premises are
taken by the  exercise  of the power of eminent  domain or sold under  threat of
eminent  domain,  this  Lease  shall  terminate  as of the  date  possession  is
transferred to the acquiring authority,  and the rent payable hereunder shall be
apportioned accordingly. If any immaterial part of the Building is sold or taken
(whether or not the Premises  are  affected),  Landlord  shall have the right to
terminate  this Lease as of the date  possession is transferred to the acquiring
authority upon giving  written  notice  thereof to Tenant,  and the rent payable
hereunder  shall be  apportioned  accordingly.  In the event  this  Lease is not
terminated pursuant to the foregoing, then this Lease shall continue in force as
to the part of the Premises not taken and the rent payable  thereafter  shall be
reduced in proportion  to the amount of total floor area of the Premises  taken.
In the event of any such taking, Landlord, upon receipt and to the extent of the
award in  condemnation  or proceeds of sale,  shall,  unless this Lease has been
terminated,  make  necessary  repairs and  restorations  (exclusive  of Tenant's
leasehold  improvements and Alterations) to restore the Premises remaining to as
near its former condition as circumstances  will permit.  All damages awarded by
or amounts paid by the acquiring authority for any such taking,  whether for the
whole or a part of the Premises or the Building  shall belong to and be the sole
property of Landlord  whether such damages are awarded as compensation  for loss
of, or  diminution  in value to, the  leasehold  or the fee  thereof,  provided,
however,  Tenant  shall have the tight to pursue  such claim or claims as Tenant
may have  legally for  relocation  expenses,  interruption  of business and such
items which do not reduce the award or proceeds of sale payable to Landlord.  In
the event that this Lease is terminated, Tenant shall not have any claim against
Landlord for the value of the unexpired  term hereof.  Tenant may terminate this
Lease if a partial taking reduces  Tenants total floor area of the Premises to a
size that  prevents  Tenant from  conducting  business.  The  provisions of this
Section are subject to the rights of Landlord's mortgagees, if any.

25.  SUBORDINATION.  This Lease is and shall be subject and  subordinate  at all
times to all ground or  underlying  leases  which now exist or may  hereafter be
executed  affecting  the Building  and to the lien of any  mortgages or deeds of
trust now or  hereafter  placed on or  against  the  Building,  or on or against
Landlord's interest or estate therein,  and including all extensions,  renewals,
amendments and supplements to any such lease, deed of trust or mortgage, without
the necessity of the execution and delivery,  of any further  instruments on the
part of Tenant to effectuate such subordination.  Tenant covenants and agrees to
execute  and  deliver  upon  demand such  further  instruments  evidencing  such
subordination of this Lease to such ground or underlying  leases and to the lien
of any such mortgages or deeds of trust as may be required by Landlord  provided
that any lessor under any such ground or  underlying  lease or the holder of any
mortgage  or deed of trust has agreed to  recognize  the rights of Tenant  under
this  Lease  so long as  Tenant  is not in  default  hereunder.  Notwithstanding
anything herein above contained in this Section,  in the event the holder of any
mortgage  or deed of trust or the lessor  under any ground or  underlying  lease
shall at any time elect to have this Lease  constitute a prior and superior lien
to its mortgage,  deed of trust or lease,  then and in such event, upon any such
holder  notifying  Tenant to that effect in writing,  this Lease shall be deemed
prior and  superior in lien to such  mortgage,  deed of trust or lease,  whether
this  Lease is dated  prior to or  subsequent  to the date of such  mortgage  or
lease.


10
<PAGE>

26. ESTOPPEL CERTIFICATE. Tenant agrees that it will, within ten (10) days after
receipt of Landlord's  written  request,  execute and deliver a  certificate  to
Landlord  certifying  (i) that this Lease is in full force and effect;  (ii) the
Commencement  Date and Expiration Date of this Lease;  (iii) that rent due under
this Lease has been paid without  offset or defense  thereto;  (iv) the dates to
which rent and other charges have been paid and the amount of rent, if any, paid
in advance by Tenant;  (v)  whether  this Lease has been  modified  and,  if so,
identification  of such  modifications;  (vi)  Tenant  has no  knowledge  of any
existing default by Landlord under the Lease or if Tenant does have knowledge of
any default by Landlord,  Tenant shall set forth the alleged default;  and (vii)
such other matters as Landlord or Landlord's  mortgagee may reasonably  require.
It is  intended  that  any  such  statement  may be  relied  upon by any  person
proposing  to  acquire  Landlord's  interest  in this  Lease or any  prospective
mortgagee of, or assignee of any mortgage or deed of trust upon, such interest.

27. SURRENDER.  Upon termination of this Lease,  whether by the lapse of time or
otherwise,  Tenant shall  surrender the Premises to Landlord  broom-clean and in
good condition and repair consistent with Tenant's duties to maintain and repair
the Premises.  All Alterations  and  decorations  made to the Premises by Tenant
shall  remain and be the  property of Landlord  unless  Landlord  shall  require
Tenant, at Tenant's expense,  to remove any or all thereof and repair the damage
caused by such removal. All furniture, equipment and unattached movable personal
property owned by Tenant may (and upon Landlord's request shall) be removed from
the  Premises by Tenant no later than the  termination  date,  and Tenant  shall
repair  any and all  damage  caused by such  removal.  If the  Premises  are not
surrendered upon the termination of this Lease as set forth herein, Tenant shall
indemnify Landlord against all loss or liability  resulting from delay by Tenant
in so surrendering the Premises including, without limitation, any claim made by
any  succeeding  tenant  founded on such delay.  Tenant shall also surrender all
keys and/or  access  cards to the  Premises  and the  Building  and shall inform
Landlord of combinations to locks, safes and vaults, if any, in the Premises.

28.  HOLDING OVER. Any holding over after the expiration of the term hereof with
the  written  consent  of  Landlord,  shall  be  construed  to be  tenancy  from
month-to-month  (at the Monthly Base Rent in effect on the Expiration  Date plus
the additional rent payable hereunder for the month immediately preceding),  and
shall otherwise be on the same terms and conditions  herein  specified so far as
applicable.  In the event  Landlord  shall not  consent  to such  holding  over,
Landlord  shall have any remedies  provided in this Lease or by applicable  law,
including,  without  limitation,  the right to recover as damages from Tenant an
amount  equal to  double  the rent  (including  Base Rent and  additional  rent)
payable hereunder, apportioned on a daily basis for each day of holding over.

29. NOTICES. Any notice required or permitted to be given by either party to the
other  hereunder shall be in writing and shall be delivered in person or sent by
U.S. mail,  postage prepaid and addressed to the respective  addresses set forth
in Sections 1.9 and 1.10 above. Either party may, by like notice at any time and
from time to time, designate a different address to which notices shall be sent.

30.  INTEREST.  All rent and other  payments to be made  hereunder  by Tenant to
Landlord  shall bear interest from and after the due date thereof at the rate of
interest  equal to four percent (4%) above the prime rate of interest  announced
and in effect  from time to time at Johnson  Bank,  Phoenix,  AZ office,  or its
successor  (but in no event  shall such rate be in excess of the  highest  legal
rate of interest  permitted  to be charged by law) from the date due until paid,
compounded  monthly,  but the payment of such interest  shall not excuse or cure
any default by Tenant under this Lease.


11
<PAGE>

31.  DEFAULTS  AND  REMEDIES.  If (a)  Tenant  shall fail to pay the rent or any
charge due  hereunder  within ten (10) days after the same is due, or (b) Tenant
shall fail to perform any of the other covenants or conditions  herein contained
on the part of Tenant,  and such  default  shall  continue  for thirty (30) days
after written  notice  thereof  shall have been given to Tenant,  or (c) if this
Lease shall,  by act of Tenant or by operation of law or otherwise,  pass to any
party other than Tenant,  or (d) if Tenant shall  abandon or vacate the Premises
or permit the Premises to become vacant,  or (e) Tenant or any guarantor of this
Lease shall become  insolvent or bankrupt or make an assignment  for the benefit
of creditors,  or (I) a receiver or trustee of Tenant's  property or that of any
guarantor of this Lease shall be appointed and such receiver or trustee,  as the
case may be,  shall  not be  discharged  within  thirty  (30)  days  after  such
appointment, then in any such case, Landlord may, upon notice to Tenant, recover
possession of and reenter the Premises without affecting  Tenant's liability for
past  rent and other  charges  due or future  rent and other  charges  to accrue
hereunder.  In the event of any such  default,  Landlord  shall be  entitled  to
recover from Tenant,  in addition to rent and other charges  equivalent to rent,
all other damages  sustained by Landlord on account of the breach of this Lease,
including, but not limited to, the costs, expenses and attorney fees incurred by
Landlord in enforcing the terms and  provisions  hereof and in  re-entering  and
recovering  possession of the Premises and for the cost of repairs,  alterations
and brokerage and attorney  fees  connected  with the reletting of the Premises.
Further,  AT the election of Landlord,  Landlord shall have the right to declare
this Lease terminated and canceled, without any further rights or obligations on
the part of Landlord  or Tenant  (other than  Tenant's  obligation  for rent and
other charges due and owing through the date of  termination),  so that Landlord
may relet the Premises  without any tight on the part of Tenant to any credit or
payment resulting from any reletting of the Premises. In case of a default under
this Lease,  Landlord  may, in addition to  terminating  this Lease,  or in lieu
thereof,  pursue such other remedy or  combination  or remedies and recover such
other damages for breach of tenancy  and/or  contract as are available at law or
otherwise.

Landlord  may,  but  shall  not be  obligated  to,  cure any  default  by Tenant
(specifically  including,  but not by way of  limitation,  Tenant's  failure  to
obtain insurance, make repairs, or satisfy lien claims) and whenever Landlord so
elects,  all  costs  and  expenses  paid by  Landlord  incurring  such  default,
including  without  limitation  attorney  fees,  shall be payable to Landlord as
additional  rent due on demand,  together  with interest at the rate provided in
Section 30 above from the date of the advance to the date of repayment by Tenant
to Landlord.

     No receipt of money by Landlord from Tenant after the  termination  of this
Lease or after the service of any notice or after the  commencement of any suit,
or after final judgment for possession of the premises shall reinstate, continue
or extend the term of this Lease or affect any such notice, demand or suit.

     All rights and remedies of Landlord herein  enumerated  shall be cumulative
and none shall exclude any other right or remedy  allowed by law or equity,  and
such rights and remedies may be exercised and enforced concurrently and whenever
and as often as the occasion therefore arises. The failure or forbearance on the
part of Landlord to enforce any of its rights or remedies in connection with any
default  shall  not be  deemed a waiver of such  default,  nor a consent  to any
continuation  thereof,  nor a waiver of the same default at any subsequent date.
Any action by Landlord  under the  provisions  of this Lease,  or to enforce the
provisions of this Lease, or to declare a termination of Tenant's interest under
this Lease,  or to  repossess  itself of the  Premises  (whether  through  legal


12

<PAGE>

proceedings instituted for that purpose or otherwise),  shall not, in any event,
release or relieve Tenant from its continuing obligations hereunder,  including,
without  limitation,  its  continuing  obligation  to make all  payments  herein
provided.

32.  OPTION TO EXTEND.  Tenant  shall have an open  option to extend the term of
this Lease for additional  period(s)/year(s) as negotiated and agreed to by both
parties.  The parties shall execute a  supplemental  memorandum  confirming  the
commencement  date and expiration  date of the Extension Term if Tenant's option
is  exercised.  Such  extension  shall be on all of the same  terms,  covenants,
provisions and conditions contained in this Lease, except that Base Rent payable
by Tenant during the Extension  Term shall be agreed upon,  prior to the signing
of the extension. Such option shall be exercisable only by Tenant giving written
notice of Tenant's  desire to extend which is received by Landlord not less than
6 months nor more than 12 months  before  expiration  of the Term of this Lease,
time being of the essence.  Tenant shall be entitled to exercise  such option to
extend,  and the Term of this Lease shall, in fact, be extended,  only if (1) AT
the time Tenant gives  notice of the  exercise of the option,  and upon the last
day of time original Term prior to the  commencement of the Extension Term, this
Lease is in full  force and  Tenant is not in  default  under  this  Lease  past
applicable grace periods,  and (2) all guarantors of Tenant's  obligations under
this Lease extend their guaranties for the entire Term, as extended.

33. COSTS AND ATTORNEY FEES.  Tenant shall pay upon demand all Landlord's costs,
charges and expenses,  including attorney fees and the fees of agents and others
retained  by the  Landlord,  incurred  in  enforcing  the  Tenant's  obligations
hereunder  or incurred  by the  Landlord in any  litigation  in which  Landlord,
without  Landlord's  fault,  becomes  involved  or  concerned  by  reason of the
existence of this Lease or the relationship hereunder of Landlord and Tenant and
in which Landlord prevails.

34. FORCE MAJEURE. In the event that Landlord shall be delayed or hindered in or
prevented  from the  performance  of any act  required  hereunder  by  reason of
strike,  lockouts,  labor troubles,  inability to procure materials,  failure of
power,  restrictive  governmental laws,  regulation,  orders or decrees,  riots,
insurrection,  war, acts of God, inclement  weather,  or other reason of like or
unlike nature or cause beyond Landlord's  control,  then performance of such act
shall be excused for the period of the delay and the period for the  performance
of any such act as shall be extended  for a period  equivalent  to the period of
such delay.

35.  MODIFICATIONS.  If required by Landlord's mortgage lender, Tenant agrees to
make such  changes to this Lease which do not, in Tenant's  opinion,  affect the
term, rent or any other obligations or rights of Tenant under this Lease.

36. SUCCESSORS AND ASSIGNS. The terms,  covenants and conditions hereof shall be
binding  upon and  inure to the  parties  hereto  and  their  respective  heirs,
personal  representatives,  successors and assigns.  No third party,  other than
such  successors  and  assigns,  shall be  entitled to enforce any or all of the
terms of this Lease or shall have rights hereunder whatsoever.

37.  EXECUTION.  The  submission  of this  document  for  examination  does  not
constitute an offer to lease,  or a reservation  of, or option for, the Premises
and this  document  becomes  effective  and binding only upon the  execution and
delivery  hereof by both Landlord and Tenant.  Tenant confirms that Landlord has
made no  representations  or promises with respect to the Premises or the making
or entry into of this Lease except as are expressly set forth herein, and agrees


13
<PAGE>

that no claim or liability shall be asserted by Tenant against Landlord for, and
Landlord  shall not be liable by reason of,  breach of any  representations,  or
promises  not  expressly  stated in this  Lease.  This Lease can be  modified or
altered only by agreement in writing between Landlord and Tenant.

38. INTERPRETATION.  The laws of the State of Arizona shall govern the validity,
performance and enforcement of this Lease. The invalidity or unenforceability of
any  provision  of this Lease  shall not  affect or impair any other  provision.
Whenever the singular number is used, the same shall include the plural, and the
masculine  gender shall  include the feminine and neuter  genders.  The captions
appearing in this Lease are inserted only as a matter of  convenience  and in no
way define,  limit, construe or describe the scope or intent of such sections or
paragraphs of this Lease nor in any way affect this Lease.

39. MISCELLANEOUS.  Nothing contained in this Lease shall be deemed or construed
by the  parties  hereto or by any  third  party to create  the  relationship  of
principal  and  agent,  or  of  partnership,  or of  joint  venture,  or of  any
association  between  Landlord and Tenant,  it being  expressly  understood  and
agreed that neither the method of computation  of rent nor any other  provisions
contained  in this Lease nor any act of the  parties  hereto  shall be deemed to
create any relationship  between Landlord and Tenant other than the relationship
of landlord and tenant.  No waiver of any default of Tenant  hereunder  shall be
implied  from any  omission  by  Landlord  to take any action on account of such
default if such  default  persists or is repeated,  and no express  waiver shall
affect any default  other than the default  specified in the express  waiver and
then only for the time and to the extent therein stated.  One or more waivers of
any  covenants,  term or  condition  of this  Lease  by  Landlord  shall  not be
construed  as a waiver  of a  subsequent  breach of the same  covenant,  term or
condition.  The  consent  or  approval  by  Landlord  to or of any act by Tenant
requiring  Landlord's consent or approval shall not be deemed to waive or render
unnecessary  Landlord's consent or approval to or for any subsequent similar act
by Tenant.  Whenever any provision of this Lease calls for the consent of either
Landlord or Tenant,  the party from whom consent is requested  may withhold such
consent for any reason whatsoever unless the provision in question provides that
said party may not reasonably withhold such consent. The headings of the several
sections  contained herein are for convenience only and do not define,  limit or
construe the contents of such sections.

40. CORPORATE AUTHORITY.  If Tenant is a corporation,  limited liability company
or other  entity,  each  individual  executing  this  Lease on  behalf of Tenant
represents and warrants that he or she is duly authorized to execute and deliver
this Lease on behalf of said  corporation,  in  accordance  with a duly  adopted
resolution of the board of directors of said corporation, and that this Lease is
binding upon said  corporation in accordance  with its terms without the joinder
or approval of any other person.

41. JOINT AND SEVERAL LIABILITY.  If Tenant is more than one natural person, the
individuals  collectively  referred  to herein as Tenant  shall be  jointly  and
severally liable with respect to the obligation to pay rent and all of the other
obligations, covenants and agreements of Tenant set forth in this Lease.

42. ADDENDA. The provisions,  if any, included at the end of this Lease, and any
riders and exhibits appended to this Lease, are hereby made a part of This Lease
as though set forth in full at this point.


14
<PAGE>

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

LANDLORD:

PETTIBONE PROPERTIES-2, LLC


By:  /s/ Patrick A. LeSage
     ------------------------------
     Patrick A. LeSage

Its: Sole Member

TENANT:

CORONADO INDUSTRIES INC.

By:  /s/ Gary R. Smith
     ------------------------------
     Gary R. Smith

Its: President


15
<PAGE>

                                    EXHIBIT C

                                GUARANTY OF LEASE

     FOR  VALUE  RECEIVED  and in  consideration  for  and as an  inducement  to
PETTIBONE  PROPERTIES-2,  LLC ("Landlord") to lease a certain office building to
CORONADO  INDUSTRIES  INC.  ("Tenant"),  pursuant to a lease dated December 1st,
2004, (the "Lease") by and between Landlord and Tenant, the undersigned, Gary R.
Smith ("the Guarantor"), do hereby, unconditionally and irrevocably guarantee to
Landlord the  punctual  payment of all Base Rent (as such term is defined in the
Lease) and any and all  additional  sums of money  payable  by Tenant  under the
Lease,  in accordance  with and subject to the provisions of the Lease,  and the
full  performance and observance of all other terms,  covenants,  conditions and
agreements  therein  provided to be  performed  and observed by Tenant under the
terms of the Lease for the  duration  of the entire  Lease  Term,  for which the
undersigned shall be jointly and severally liable with Tenant. If any default on
the part of Tenant  shall  occur  under the  Lease,  the  undersigned  do hereby
covenant  and agree to pay to  Landlord in each and every  instance  such sum or
sums of money and to perform each and every  covenant,  condition  and agreement
under the Lease as Tenant is and shall become  liable for or obligated to pay or
perform under the Lease, together with the costs reasonably incurred by Landlord
in connection therewith,  including,  without limitation,  reasonable attorneys'
fees. Such payments of Base Rent and other sums shall be made monthly or at such
other  intervals  as the same  shall or may  become  payable  under  the  Lease,
including  any  accelerations  thereof,  all without  requiring  any notice from
Landlord  (other than any notice  required by the Lease) of such  non-payment or
non performance, all of which the undersigned hereby expressly waive.

     The  maintenance of any action or proceeding by Landlord to recover any sum
or sums that may be or become due under the Lease and to secure the  performance
of any of the other  terms,  covenants  and  conditions  of the Lease  shall not
preclude Landlord from thereafter instituting and maintaining subsequent actions
or proceedings for any subsequent default or defaults of Tenant under the Lease.
The  undersigned do hereby  consent that without  affecting the liability of the
undersigned under this Guaranty and without notice to the undersigned,  time may
be given by  Landlord to Tenant for payment of Base Rent and such other sums and
performance of said other terms,  covenants and conditions,  or any of them, and
such time extended and indulgence  granted,  from time to time, or Tenant may be
dispossessed  or  Landlord  may avail  itself of or  exercise  any or all of the
rights and  remedies  against  Tenant  provided by law or by the Lease,  and may
proceed  either  against  Tenant  alone  or  jointly   against  Tenant  and  the
undersigned  or against the  undersigned  alone  without  first  prosecuting  or
exhausting any remedy or claim against Tenant. The undersigned do hereby further
consent to any subsequent change,  modification or amendment of the Lease in any
of its terms,  covenants or conditions,  or in the Base Rent payable thereunder,
or in  the  premises  demised  thereby,  or in  the  term  thereof,  and  to any
assignment or assignments of the Lease,  and to any subletting or sublettings of
the premises  demised by the Lease,  and to any renewals or extensions  thereof,
all of which may be made  without  notice to or consent of the  undersigned  and
without in any manner  releasing or relieving  the  undersigned  from  liability
under this Guaranty.


<PAGE>

     The undersigned do hereby agree that the bankruptcy of Tenant shall have no
effect on the  obligations  of the  undersigned  hereunder.  The  undersigned do
hereby  further  agree that in respect of any payments  made by the  undersigned
hereunder,  the  undersigned  shall  not have any  rights  based on  suretyship,
subrogation or otherwise to stand in the place of Landlord so as to compete with
Landlord as a creditor of Tenant,  unless and until all claims of Landlord under
the Lease shall have been fully paid and satisfied.

     Neither  this  Guaranty nor any of the  provisions  hereof can be modified,
waived or terminated,  except by a written  instrument  signed by Landlord.  The
provisions of this Guaranty shall apply to, bind and inure to the benefit of the
undersigned  and Landlord and their  respective  heirs,  legal  representatives,
successors  and assigns.  The  undersigned,  if there be more than one, shall be
jointly  and  severally  liable  hereunder,  and for  purposes  of such  several
liability  the word  "undersigned"  wherever  used herein  shall be construed to
refer to each of the undersigned parties separately,  all in the same manner and
with the same  effect as if each of them had signed  separate  instruments,  and
this Guaranty  shall not be revoked or impaired as to any of such parties by the
death of another party or by revocation or release of any obligations  hereunder
of any other party. If Landlord should retain counsel and/or  institute any suit
against  Guarantor to enforce  this  Guaranty or any  covenants  or  obligations
hereunder,  then Guarantor  shall pay to Landlord,  upon demand,  all reasonable
attorneys' fees, costs and expenses, including, without limitation, court costs,
filing  fees,  recording  costs,  and all other costs and  expenses  incurred in
connection  therewith  (all of which are  referred  to  herein  as  "Enforcement
Costs"), in addition to all other amounts due hereunder.  This Guaranty shall be
governed by and  construed in  accordance  with the  internal  laws of the state
where the premises  demised by the Lease are located.  For the purpose solely of
litigating  any dispute  under this  Guaranty,  the  undersigned  submits to the
jurisdiction of the courts of said state.



By:  /s/ Gary R. Smith
     ------------------------------
     Gary R. Smith

Date: October 21st, 2004

2
<PAGE>

IN WITNESS  WHEREOF,  the undersigned have executed this Guaranty as of the date
of the Lease.



STATE OF ARIZONA    )
                    ) SS
COUNTY OF MARICOPA  )

     On the 20th day of  October,  2004,  before me, a Notary  Public in and for
said County  personally  appeared GARY R. SMITH,  the GUARANTOR in the foregoing
GUARANTY  who  acknowledged  that  the  signing  thereof  was  his/her  free and
voluntary act and deed for the uses and purposes therein mentioned



                                                 /s/ Alicia Smith
                                                 -------------------------------
                                                 Notary Public, State of Arizona
                                                 My Commission Expires:  1-14-06

OFFICIAL SEAL

ALICIA SMITH
Notary Pubic - State of Arizona
MARICOPA COUNTY
My comm. expires Jan. 14 2006




3