Exhibit 10.15

                                  OFFICE LEASE

                               DURANGO COURTYARDS


            Durango Trop, L.L.C., a Nevada limited liability company

                                    LANDLORD

                               8687 W Sahara #201
                               Las Vegas, NV 89117
                               702-253-5751 office
                                702-255-2968 fax


                                       and


                American Vantage Companies, a Nevada corporation

                                     TENANT

                       7674 West Lake Mead Blvd, Suite 108
                               Las Vegas. NV 89128
                               702-227-9800 office
                                702-227-8525 fax


               LEASE DATED: June 10, 2003 (for reference purposes)



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<PAGE>



                          LEASE SUMMARY UPON EXECUTION

<TABLE>
<CAPTION>

<S>                                             <C>
1.  TENANT NAME                                 American  Vantage  Companies,  a Nevada  corporation
2.  TENANT ADDRESS                              7674 W. Lake Mead Blvd,  #108 Las Vegas,  NV 89128
3.  BUILDING / STORE                            4735 S. Durango Dr., Suite 102, Las Vegas NV 89147
4.  DATE OF LEASE (for reference purposes)      June 10, 2003
5.  RENT COMMENCEMENT                           Sixty (60) days following completion of Landlord's Work
6.  LEASE COMMENCEMENT                          Upon execution of lease
7.  EXPIRATION OF LEASE                         Four (4) years following Rent Commencement Date
8.  BROKER NAME                                 Las Vegas Valley Comm'l. Brokers (Landlord)
                                                Tru-west Realty Inc. (Tenant)
9.  POLE SIGN LOCATION                          NA
10. FACIA SIGN SIZE                             Per approved sign exhibit
11. T.I. DRAWINGS APPROVED                      -----------------------------------------------------------------
12. SIGN DRAWINGS APPROVED                      -----------------------------------------------------------------
13. NOTICE OF SUBSTANTIAL COMPLETION            -----------------------------------------------------------------
14. TENANT WALK-THRU                            -----------------------------------------------------------------
I5. REQUEST FOR ESTOPPEL                        -----------------------------------------------------------------
16. ABC LICENSE APPROVAL                        -----------------------------------------------------------------
17. CONDITIONAL USE PERMIT APPROVED             -----------------------------------------------------------------
18. COMP. RENT PERIOD                           -----------------------------------------------------------------
19. RENT INVOICE                                -----------------------------------------------------------------
20. INSURANCE VERIFIED                          -----------------------------------------------------------------
21. AUTOMOBILE VERIFIED                         -----------------------------------------------------------------
22. HVAC SERVICE CONTRACTOR                     -----------------------------------------------------------------
23. NOTICE OF NON-RESPONSIBILITY                -----------------------------------------------------------------
24. PERFORMANCE BOND                            -----------------------------------------------------------------
25. TENANT'S CONTRACTOR                         -----------------------------------------------------------------
    AMOUNT DUE:                                 -----------------------------------------------------------------
    ----------
A.  FIRST TWO MONTH'S RENT                      $2325.00 (Based on first 2 months at 1/2 rent rate)
B.  LAST MONTHS RENT                            Waived
C.  SECURITY DEPOSIT                            $2000.00
D.  FIRST MONTHS NNN ESTIMATE                   $420.00
E.  LAST MONTHS NNN                             Waived
F.  COMP. MONTHS NNN                            Waived
G.  FIRST MONTHS PARKING RENT                   $90 for 2 stalls (per separate parking agreement)
H.  MISCELLANEOUS                               Tenant to pay costs, if any, in excess of $35/sf of leased
                                                space upon Landlord's receipt of low bid per Tenant's approved plans. Any
                                                excess in TI allowance shall he credited to Tenant.
    TOTAL DUE UPON EXECUTION                    $4835.00 (-$2000 paid on 5/8/03)
</TABLE>

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<PAGE>



                                      LEASE

THIS LEASE ('Lease" ), dated for reference  purposes only, the 10th day of June,
2003, is by and between Durango Trop, L.L.C., a Nevada limited liability company
(hereinafter  called  "Landlord"),  and  American  Vantage  Companies,  a Nevada
corporation,  (hereinafter called "Tenant").  Landlord, for and in consideration
of the covenants and agreements  hereinafter  set forth to be kept and performed
by Tenant,  hereby  demises and leases to Tenant,  and Tenant does hereby  take,
accept and hire from Landlord,  the demised premises  hereinafter  described for
the term,  at the rental  and  subject  to and upon the  terms,  conditions  and
agreements herein set forth as follows:

                                    ARTICLE I
                                    ---------

                          FUNDAMENTAL LEASE PROVISIONS

<TABLE>
<CAPTION>
<S>                                         <C>
   1.     (a)    Landlord:                  Durango  Trop  L.LC., a NV limited liability company
                 Address for Notice:        8687 W Sahara #201
                                            Las Vegas, NV 89117
                 Landlord's Phone/Fax       702-253-5751 office/ 702-255-2968 fax




          (b)    Tenant:                    American Vantage Companies, a Nevada corporation
                 Address for Notice:        7674 W. Lake Mead Blvd, Suite 108
                                            Las Vegas, NV 89128
                 Tenant's Phone/Fax         702-227-9800 / 702-227-8525 fax

          (c)    Tenant's Trade Name(s):    American Vantage Companies

          (d)    Property Description:      See Exhibit A.

          (e)    Demised Premises (See Exhibit A) The demised premises contains approx, 1500 square feet of floor area.

          (f)    Use:                       Professional office for administrative finances of public company

          (g)    Lease Term:                The Lease Term commences on the Rent Commencement Date and
                                            continues until the Expiration Date, forty-eight (48) months
                                            thereafter, unless sooner terminated as provided herein.  Lease is
                                            in force upon execution by both Landlord and Tenant

          (h)    Minimum Monthly Rent:      $2325.00 (based on $1.55 per square foot x 1500 sf of floor area)

          (i)    Rent Commencement Date:    Sixty (60) days alter the completion of Landlord's Work.

          (j)    Expiration Date:           Four (4) years after the Rent Commencement Date.

          (k)    Percentage Rent Amount     NA

          (l)    Security Deposit:          $2000.00

          (m)    Tenant Share NNN           13.5% based on 11,103 sf building (subject to revision in
                                            accordance with Section 12.2(b) of this Lease), $420/mo. Based on
                                            $0.28/sf estimate.

          (n)    Broker(s)(Article 34):     Las Vegas Valley Commercial Brokers, LLC
                                            Tru-West Realty Inc.

          (o)    Guarantor(s):              Tenant's Corporation, Tax ID# 04-2709807

          (p)    Exhibit A           Legal Description-Site Plan
                 Exhibit B           Description of Landlord's and Tenant's Work
                 Exhibit C           Rules and Regulations
                 Exhibit D           Store Sign Agreement
                 Exhibit E           Estoppel Agreement
                 Exhibit F           Tenant Notice of Substantial Completion
                 Exhibit G           Pole Sign Agreement
                 Exhibit H           Guarantee of Lease
                 Exhibit I           Corporate Resolution
                 Exhibit J           Duties Owned by a Nevada Real Estate Licensee
                 Exhibit K           Options to Renew
                 Exhibit L           Notice of Non-Responsibility
                 Exhibit M           Storefront Sign Installation Agreement
                 Exhibit N           Standard Procedure for Distribution of Tenant Improvement
                 Allowance
</TABLE>

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<PAGE>



                                    ARTICLE 2
                                    ---------

                                DEMISED PREMISES

2.1  Demised  Premises.  The  premises  demised  leased  hereunder  (hereinafter
     referred to as the ("demised premises") are described on Exhibit A attached
     hereto.  The demised  premises,  together with and including other adjacent
     property  owned  by  Landlord,  comprise  a  office  plaza  and  commercial
     development  referred  to  hereinafter  and  throughout  this  Lease as the
     "Office  Plaza".  A general  site plan  showing,  among other  things,  the
     principal  improvements  which will comprise the Office Plaza,  is attached
     hereto  as  Exhibit  A and made a part  hereof.  Tenant  acknowledges  that
     Landlord,  in  Landlord's  sole  discretion,  may change  the shape,  size,
     location, number and extent of the improvements shown on said site plan and
     may eliminate or add any  improvements  to any portion of the Office Plaza,
     provided  Landlord  shall not change the size or  location  of the  demised
     premises without Tenant's  consent.  Landlord reserves to itself the use of
     the  roof;  exterior  walls  and the area  beneath  the  demised  premises,
     together with the right to install,  use,  maintain and replace  equipment,
     machinery,  pipelines,  conduits and wiring  through the demised  premises,
     which serve other parts of the Office Plaza.

2.2  Floor Area.  The term "floor area" as used  throughout  this Lease shall be
     deemed to mean and  include  all areas  used for the  exclusive  use of and
     occupancy by a tenant of Landlord,  measured  from the exterior  surface of
     exterior walls (and from the extensions  thereof; in the case of openings),
     and from the midpoint of interior or common  walls,  including  mezzanines,
     warehousing or storage areas, clerical or office areas, and employee areas,
     then  multiplied  by the load factor:  "floor area" shall not include truck
     tunnels,  docks,  areas for truck loading and unloading (to the extent such
     facilities lie outside exterior building lines).  Landlord and Tenant shall
     have  ninety  (90)  days  from  the  Lease  Commencement  Date to have  its
     respective  architect or engineer  verify actual square footage with square
     footage of Demised  Premises as set forth in Article 1, Section 1.(e),  and
     in the event of an error, Landlord agrees to adjust Tenant's square footage
     to conform to annual  dimensions and to adjust Tenant's  lease,  lease rate
     and common area expenses  accordingly.  If adjustments  are not made during
     the above mentioned  ninety (90) day period,  the Landlord and Tenant shall
     accept the square  footage as set forth in Article 1,  Section  1(e) as the
     agreed upon calculations for the purpose of this Lease, without recourse.

                                    ARTICLE 3
                                    ---------

                                      TERM


3.1  Initial Term.  The term of this Lease shall  commence on the earlier of the
     following  dates below (the "Lease  Commencement  Data") and shall continue
     for the term specified as "Lease Term" in Article 1(g) hereof unless sooner
     terminated:

     (a)  Sixty (60) days following  completion of Landlord's  Work,  which work
          generally includes demised gray shell ready for Tenant to commence its
          work

     (b)  Sixty (60) days  following  The date  Landlord  gives Tenant notice in
          writing that the demised premises have been substantially complete (as
          defined in Exhibit B and a copy of said notice is  attached  hereto as
          Exhibit  F)  with  respect  to  Landlord's  construction   obligations
          therefor (as set forth in Exhibit B).

     (c)  According  to the  provisions  of Exhibit  "K",  the  Tenant  shall be
          granted two (2) consecutive  three (3) year options to renew me lease.
          The same terms and rental adjustments of the original lease term shall
          apply unless stated otherwise in Exhibit "K" of the lease.

                                    ARTICLE 4
                                    ---------

                                     RENTAL

Tenant  covenants  and agrees to pay as rental for the use and  occupancy of the
demised  premises,  at the times and in the  manner  hereinafter  provided,  the
following sums:

4.1  Minimum Monthly Rental.  Commencing on the Rent Commencement  Date, and for
     the duration of the Lease Term,  Tenant  agrees to pay Landlord the minimum
     monthly  rental  specified  as minimum  monthly  rental  ("Minimum  Monthly
     Rental")  to Article  1(h)  hereof,  in  advance,  on the first day of each
     calendar month during each year of the term of this Lease,  without notice,
     set off  reduction or  abatement,  subject to adjustment a set forth below.
     Notwithstanding the foregoing Tenant shall pay one (1) full month's Minimum
     Monthly  Rental to  Landlord  upon  execution  of this  Lease to be applied
     toward the Minimum Monthly Rental payable for the first full calendar month
     following the Rent Commencement Date. If Tenant fails to faithfully perform
     the covenants and  conditions of this Lease prior to the Rent  Commencement
     Date,  said monies may be applied to any damages  suffered by Landlord as a
     result of Tenants default.  If the Rent  Commencement  Data occurs on a day
     other than the first day of a month or the Lease  terminates on a day other
     than the last day of a month,  then  the  installment  of  Minimum  Monthly
     Rental for such month shall be prorated based on the number of days in such
     month. Nothing in this

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<PAGE>



     Article  4.1 shall in any way  diminish or be  construed  as waiving any of
     Landlord's other remedies by law or equity.

4.2  Rent Adjustment.  On each anniversary date ("Adjustment  Date") of the Rent
     Commencement  Date, the Minimum Monthly Rental shall be subject to increase
     of three percent (3%).

4.3  Additional  Rent.  Tenant  shall pay as  additional  rent all other sums of
     money or charges  required to be paid  pursuant to the terms of this Lease,
     whether or not the same be designated  "additional rent." Unless this Lease
     provides  otherwise,  all  additional  rent  shall  be paid  with  the next
     installment of Minimum Monthly Rental thereafter falling due hereunder, but
     nothing herein contained shall be deemed to suspend or delay the payment of
     any amount of money or charge at the time the same  become due and  payable
     hereunder, or limit any remedy of Landlord.

4.4  Late  Charge.  Team  acknowledges  that the late  payment  by Tenant of any
     monthly installment of Minimum Monthly Rental, additional rent or any other
     charge required under this Lease will cause Landlord to incur certain costs
     and expenses not  contemplated  under this Lease, the exact amount of which
     costs being  extremely  difficult  or  impractical  to fix.  Such costs and
     expenses will include,  without  limitation,  administrative and collection
     costs and processing and accounting expenses. Therefore, if any such sum is
     not received by Landlord  five (5) days from the date such sum becomes due,
     Tenant  shall  immediately  pay to landlord a late  charge  equal to twelve
     percent  (12%) of the sum that is due.  Landlord and Tenant agree that this
     late charge represents a reasonable estimate of such costs and expenses and
     is fair  compensation  to Landlord for its loss suffered by such nonpayment
     by Tenant.  Acceptance of this late charge shall not constitute a waiver of
     Tenant's  default  with  respect to such  nonpayment  by Tenant nor prevent
     Landlord  from  exercising  all other  rights  and  remedies  available  to
     Landlord under this Lease.

4.5  Place of Payment.  All rental and other payments shall he paid by Tenant to
     Landlord at  Landlord's  address set forth on the first page of this Lease,
     or at such other place as may from time to time be  designated  by Landlord
     in writing at least live (5) days prior to the next ensuing payment date.

4.6  Percentage Rental. Intentionally deleted.

                                    ARTICLE 5
                                    ---------

                             USE OF DEMISED PREMISES

5.1  Use and Trade Name.  Tenant shall use the demised  premises  solely for the
     purpose and under the trade name  specified  as "Use" and  "Tenant's  Trade
     Name,"  respectively,  in Article 1 hereof.  Tenant shall not use or permit
     the demised  premises to be used for any other purpose or purposes or under
     any other trade name  whatsoever  without  the written  consent of Landlord
     (which may be withheld by Landlord in its sole discretion).  Tenant further
     covenants and agrees that it will not use or suffer or permit any person or
     persons to use the  demised  premises or any part  thereof  for  conducting
     therein a secondhand store, auction, distress or fire sale or bankruptcy or
     going-out-of-business  sale,  or for any use or purpose in violation of the
     laws of the  United  States  of  America  or the  State  of  Nevada  or the
     ordinances,  regulations and requirements of the City and/or County wherein
     the demised premises are situated. Tenant further covenants and agrees that
     during the term hereof the demised  premises,  and every part thereof shall
     be  kept  by  Tenant  in a  clean  and  wholesome  condition,  free  of any
     objectionable  noises, odors and nuisances,  and that all health and police
     regulations shall, in all respects and at all times, be fully complied with
     by Tenant.

5.2  Operating Covenant. Intentionally deleted.

5.3  Refuse.  Tenant  agrees  that all trash  and  rubbish  of  Tenant  shall be
     deposited within  receptacles within the enclosures and that there shall be
     no trash  receptacles  permitted to remain outside of the building of which
     the  demised  premises  are a  part.  In the  event  Landlord  provides  or
     designates trash receptacles, Tenant agrees to cause such receptacles to be
     emptied and trash  removed at its own cost and  expense.  Tenant  agrees to
     first bag the trash before depositing it in the authorized trash area.

5.4  Advertising.  Any window displays,  exterior signs and exterior advertising
     displays shall be subject to the prior  approval of Landlord  (which may be
     withheld  in its sole  discretion).  Tenant  agrees to have  said  approved
     window  displays,   exterior  signs  and  exterior   advertising   displays
     adequately illuminated  continuously during all hours on all days which the
     demised  premise  are  required  to be open for  business.  Tenant  may not
     display or sell merchandise or allow carts,  portable signs, devices or any
     other  objects to be stored or to remain  outside  the  exterior  walls and
     permanent  doorways of the demised  premises.  Tenant  shall not permit any
     audible  noise from any source or device of any nature to be heard  outside
     of the demised premises.  Tenant shall not plan or authorize to have placed
     or affixed advertising  materials on automobiles or improvements within the
     Office Plaza.

5.5  Condition of Demised Premises. Tenant agrees to accept the demised premises
     in  its  "as-is"  condition  as of  the  date  of  delivery  (subject  to a
     walk-thru) and throughout the Lease Term.  Without  limiting the foregoing,
     Tenant's  rights in the  demised  premises  are  subject to all  covenants,
     conditions, restrictions (and other documents) recorded upon, or affecting,
     the Office Plaza, and all laws, ordinances and regulations


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<PAGE>



     governing and  regulating  the use and  occupancy of the demises  premises.
     Tenant acknowledges that neither Landlord nor Landlord's agent has made any
     representation  or  warranty  as to  present or future  suitability  of the
     demised premises for the conduct of Tenant's business.

5.6  Compliance  with Laws.  Tenant hereby  represents  and warrants that it has
     investigated  whether  its  proposed  use of the demised  premises  and its
     proposed  manner of operation  will comply with all  applicable  laws,  and
     Tenant  assumes the risk that let proposed use of the demised  premises and
     its proposed manner of operation are and will continue to be, in compliance
     with all applicable laws,  including,  without limitation,  all zoning laws
     regulating  the use and  enjoyment of the demised  premises.  Tenant agrees
     that under no  circumstances  will  Tenant be  released in whole or in part
     front  any  of  its  obligations  under  this  Lease  as a  result  of  any
     governmental authority disallowing or limiting Tenant's proposed use of the
     demised premises or its manner of operation. Additionally. Tenant agrees to
     install and pay for any improvements, changes or alterations in the demised
     premises,  required  by any  governmental  authority,  as a  result  of its
     proposed use of the demised premises or its manner of operation.

                                    ARTICLE 6
                                    ---------

                CONSTRUCTION OF IMPROVEMENTS ON DEMISED PREMISES

Landlord  shall,  at  its  own  expense,  cause  Landlord's  Improvements  to be
constructed  upon the  demised  premises  in  accordance  with  the Work  Letter
Agreement  attached  hereto as Exhibit B. Tenant shall at its own expense  cause
Tenants  Improvements to be constructed  upon the demised premises in accordance
with the Work Letter Agreement  attached hereto as Exhibit B. TENANT IMPROVEMENT
ALLOWANCE:  So long as tenant is not in default  of this Lease and Tenant  opens
for business under the terms and conditions contained herein, Landlord agrees to
provide Tenant a " Tenants Improvement  Allowance" over a demised Gray Shell in
the amount of thirty-five  dollars ($35.00) per square foot of space in Premises
and payment shall be in accordance with Tenant's  preference as noted on Exhibit
N. In the event that a mechanic's  lien has been filed and recorded  against the
Office  Plaza only as it  relates  to  Tenant's  space or  demised  premises  in
connection  with Tenant's Work,  Tenant shall  immediately  pay all such amounts
directly to contractors  and secure  unconditional  lien releases,  and Landlord
reserves  the right to pursue all legal  recourse  allowed by Nevada Law against
Tenant or its  contractors  to  immediately  remove all such liens  filed on the
demised premises or Office Plaza.

                                    ARTICLE 7
                                    ---------

                                      SIGNS

7.1  Advertising Media.  Tenant shall not erect or install any exterior signs or
     window or door signs,  or window or door lettering or placards or any other
     advertising  media visible from the common areas (whether on or just behind
     the  windows),  without  Landlord's  prior  written  consent  (which may be
     withheld by Landlord in its sole discretion).  Tenant shall not install any
     exterior  lighting or  plumbing  fixtures,  shades or awnings,  or make any
     exterior decoration or painting,  or build any fences, or install any radio
     or television antenna,  loud speakers,  sound amplifiers or similar devices
     on the roof ceiling or exterior walls of the demised  premises,  or make my
     changes to the storefront  without  Landlord's prior written consent (which
     may be withheld by Landlord in its sole  discretion).  Landlord may, in its
     sole  discretion,  require  Tenant  to  procure  material,  payment  and/or
     performance bonds from Tenant's sign contractor.

7.2  Sign  Criteria.  Tenant may,  at Tenants  sole cost and  expense,  erect an
     exterior  sign  on its  storefront  subject  to  Landlord's  prior  written
     approval  of said sign  (which  may be  withheld  by  Landlord  in its sole
     discretion).  Tenant  agrees and covenants to comply with all of Landlord's
     sign  criteria as set forth,  in the  Storefront  Sign  Agreement  attached
     hereto as  Exhibit  D.  Landlord  shall have the right from time to time to
     promulgate  amendments thereto and additional and new sign criteria.  After
     delivery of a copy of such amendments and additional and new sign criteria,
     Tenant shall comply with same. A violation of the Storefront Sign Agreement
     or any amendments  thereto shall  constitute a default by Tenant under this
     Lease. If there is a conflict between the Storefront Sign Agreement and any
     of the  provisions  of this  Lease,  the  provisions  of this  Lease  shall
     prevail.

                                    ARTICLE 8
                                    ---------

                                      TAXES

8.1  Tenant's Obligations. Tenant agrees to pay Landlord its proportionate share
     of all taxes  levied  and  assessed  during the term of this Lease upon the
     land, buildings and personal property comprising the Office Plaza including
     the common area of the Office Plaza,  including any reassessment  resulting
     from any sale of the Office Plaza.  The share of taxes to be paid by Tenant
     shall be deemed to be the product  derived by multiplying  the total of the
     taxes  levied or  assessed  against  the Office  Plaza by a  fraction,  the
     numerator  of which is the floor area (as defined in this Lease)  contained
     in the demised premises and the denominator of which is the total floor are
     contained in the Office Plaza,  exclusive of any portion of the total floor
     area which may be  assessed  and taxed  separately  from the portion of the
     Office Plaza in which the demised  premised  are located.  Tenant shall pay
     one-twelfth  (1/12) of the amount  estimated by Landlord for Tenant's share
     of such taxes with each monthly  installment of Minimum  Monthly Rental due
     hereunder.


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     Following  Landlord's receipt of applicable tax bill, Landlord shall notify
     Tenant relative to any additional  amount owing,  and Tenant shall pay such
     additional  amount to Landlord  substantiated by true and correct copies of
     said  expense,  if requested in writing by Tenant  within  thirty (30) days
     thereafter.  In the event  Tenant's  monthly tax payment  exceeds the taxes
     attributable to the demised premises, such excess shall be credited against
     Tenant's future tax obligations.  Taxes for the first and last years of the
     term hereof shall be prorated between Landlord end Tenant. For the purposes
     of this Article 8, taxes shall include, without limitation:

     (a)  Any  assessment,   reassessment  including  but  not  limited  to  any
          reassessment  resulting  from a  transfer  of the  Office  Plaza,  any
          portion  thereof,  a change in the  composition  of  Landlord,  or any
          construction or reconstruction at the Office Plaza, bond, license fee,
          levy,  penalty or tax  (except as  excluded  pursuant  to Section  8.3
          below)  imposed,  assessed or levied  against the Office  Plaza by any
          authority  having  the  direct  or  indirect  power to tax,  including
          without  limitation any city,  county,  state or federal government or
          agency thereof, or any school, agricultural lighting,  drainage, fire,
          street, sanitary or other improvement district thereof.

     (b)  Any tax  assessed  upon or measured by the rents  received by Landlord
          hereunder,

     (c)  Any tax,  fee or charge on the  operation  and use of the Office Plaza
          and/or the common  area  imposed  by the United  States  Environmental
          Protection  Agency or any other federal,  state or local  governmental
          entity, and

     (d)  Any  impositions  (whether  or not  such  impositions  constitute  tax
          receipts to  governmental  agencies)  in  substitution,  partially  or
          totally,  of any  impositions  now or previously  included  within the
          definition of real property taxes, including those imposed or required
          by  governmental  agencies to increase tax increments to  governmental
          agencies, and for such services as fire protection,  street,  sidewalk
          and road  maintenance,  refuse removal  and/or for other  governmental
          services  formerly  provided  without  charge  to  property  owners or
          occupants (it being the intention of Landlord and Tenant that all such
          new  and/or  increased  impositions  and all  similar  impositions  be
          included  within the  definition  of "taxes"  for the  purpose of this
          Lease).

8.2  Personal Property Taxes.  Tenant shall also pay before  delinquency any and
     all taxes, assessments, license fees and public charges levied, assessed or
     imposed at any time and which become  payable during the term of this Lease
     upon  Tenant's  leasehold  improvements,  fixtures,  equipment,  furniture,
     inventories or merchandise  and any other  personal  property  installed or
     located on the  demised  premises  whether or not such  assessment  is made
     against  Tenant or against  Landlord,  either  separately or as part of the
     assessment  of the Office  Plaza,  and whether  installed by Landlord or by
     Tenant.

8.3  Exclusions.  It is agreed  and  understood  that the term  "taxes"  as used
     herein shall not include any franchise,  excise, gift, estate, inheritance,
     succession,  capital levy or transfer tax of Landlord  arising out of or in
     connection with this Lease or Landlord's rights in the demised premises, or
     any net  income,  excess  profits or revenue  tax,  charge or levy  against
     Landlord.


                                    ARTICLE 9
                                    ---------

                                    INSURANCE


9.1  Public Liability and Property  Insurance.  Tenant shall at all times during
     the term and any extension hereof, and at its own cost and expense, procure
     and continue in force  workers  compensation  insurance  and bodily  injury
     liability  and  property  damage  liability  insurance  adequate to protect
     Landlord  against  liability  for  injury  to or  death  of any  person  in
     connection with the construction of improvements on the demised premises or
     with the use,  operation or condition of the demised  premises.  The policy
     shall  name  Landlord  and  its  manager  as an  additional  insured.  Such
     insurance at all times shall be in an amount of not less than,  One Million
     Dollars  ($1,000,000.00)  combined  each  occurrence  and in the  aggregate
     insuring  against any and all  liability of the insured with respect to the
     demised  premises  or  arising  out of the  maintenance,  use or  occupancy
     thereof.  All such bodily injury  liability  insurance and property  damage
     liability  insurance shall specifically insure the performance by Tenant of
     the  indemnity  agreement as to liability for injury to or death of persons
     and  injury or damage to  property  as  required  under the  provisions  of
     Article  13  of  this  Lease.  Notwithstanding  anything  to  the  contrary
     contained  herein.  Tenant  shall  cause its  property  damage  and  public
     liability  policy  limits to be adjusted  upward  annually by a  percentage
     equal to the average percentage increase in the underlying requirements for
     excess liability carriers with a Bests average of A-VIII or better.

9.2  Leasehold  Improvements  and Personal  Property.  Tenant shall at all times
     during the term hereof  maintain in effect  policies of insurance  covering
     (a) its leasehold  improvements  (including any  alterations,  additions or
     improvements  as may be made by Tenant  pursuant to the  provisions of this
     Lease),  trade fixtures,  merchandise and other personal property from time
     to time on or upon the demised premises.  In the amount not less than Fifty
     Thousand Dollars  ($50,000.00) or their actual  replacement cost (whichever
     is greater),  providing  protection  against any peril included  within the
     classification  "Fire  and  Extended  Coverage,"  together  with  insurance
     against sprinkler damage, vandalism and malicious mischief and (b) all


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<PAGE>


     plate glass to the demised  premisis.  The proceeds of such  insurance,  so
     long as this  Lease  remains  in  effect,  shall be used for the  repair or
     replacement of the property so insured. Upon termination of this Lease, the
     proceeds  under (a) above shall be paid to Tenant,  and the proceeds  under
     (b) above shall be paid to Landlord.

9.3  Reimbursement of Insurance Premiums. Landlord shall at all times during the
     term hereof  maintain in effect a policy or policies of insurance  covering
     (a) the building of which the demised  premises are a part in an amount not
     less than Fifty Thousand  Dollars  ($50,000.00) or eighty per cent (80%) of
     the insurable  value,  which ever is greater,  of such building,  providing
     protection  against any peril generally  included within the classification
     "Fire and Extended  Coverage  Insurance,"  and insuring  against such other
     risks as Landlord may designate,  and (b) the rents payable hereunder.  The
     insurance  Landlord  procures  may include  coverage on buildings or stores
     other than the demised premises.  Tenant shall pay to Landlord its pro rata
     share of the cost of such  insurance  which shall be derived by multiplying
     said cost by a  fraction,  the  numerator  of which is the  floor  area (as
     defined  in  this  Lease)   contained  in  the  demised  premises  and  the
     denominator  of which is the total floor area of the  buildings  covered by
     said  insurance.  Tenant  shall  pay  one-twelfth  (1/12th)  of the  amount
     estimated by Landlord to be Tenant's  share of such costs with each monthly
     installment of Minimum Monthly Rental due hereunder. Any insurance coverage
     herein  provided  shall be for the  benefit of  Landlord  and all  proceeds
     payable  thereunder  shall be paid to Landlord free and clear of any claims
     thereto by Tenant.

9.4  Business Interruption Insurance.  Tenant shall at all times during the term
     hereof maintain insurance covering business  interruption insuring that the
     Minimum  Monthly Rental will be paid to Landlord for a period up to one (1)
     year if the demised  premises are destroyed or rendered  inaccessible  by a
     risk required to be insured by Tenant under this Lease.

9.5  Policy Form. All insurance required to be carried by Tenant hereunder shall
     be issued by responsible  insurance  companies  qualified to do business in
     the State of Nevada and  acceptable  to Landlord (in its sole  discretion).
     Each policy shall name Landlord as an additional  insured and, if requested
     by Landlord,  Landlord's first mortgagee or beneficiary, as their interests
     may appear,  and copies of all policies,  or  certificates  evidencing  the
     existence and amounts of such insurance,  shall be delivered to Landlord by
     Tenant at least ten (10) days prior to Tenant's opening for business in the
     demised  premises.  No such policy shall be cancelable  except after thirty
     (30) days written notice to Landlord and all such policies or  certificates
     thereof shall so state.  Tenant,  shall, at least thirty (30) days prior to
     the  expiration  of any such  policy,  furnish  Landlord  with  renewals or
     "binders" thereof, or Landlord may order such insurance and charge the cost
     thereof to Tenant which amount shall be payable by Tenant upon demand.  All
     such  policies  of  insurance  shall be written as  primary  policies,  not
     contributing  with, and not in excess of, coverage  Landlord may carry. Any
     policy may be carried under so-called  "blanket coverage" form of insurance
     policies.

9.6  Waiver of Subrogation.  Tenant hereby waives any and all rights of recovery
     against the officers,  employees, agents and representative of Landlord for
     loss of or damage of Tenant or its property or the property of others under
     its control,  arising from any cause generally covered by fire and extended
     coverage insurance. Tenant shall obtain and furnish evidence to Landlord of
     the  waiver by  Tenant's  insurance  carriers  of any right of  subrogation
     against Landlord.

9.7  Mutual Release.  Landlord and Tenant,  and all parties claiming under them,
     mutually  release and discharge each other from all claims and  liabilities
     arising  from or  caused by any  casualty  or hazard  covered  or  required
     hereunder to be covered,  in whole or in part,  by insurance on the Demised
     Premises or in connection  with property on or activities  conducted on the
     Demised Premises;  and waive any right of subrogation which might otherwise
     exist in or accrue to any person on account  thereof,  provided,  that such
     release  shall not operate in any case where the effect is to invalidate or
     increase the cost of such insurance coverage (provided, that in the case of
     increased  cost,  the other party shall have the right  within  thirty (30)
     days following written notice, to pay such increased cost,  thereby keeping
     such release and waiver in full force and effect).

                                   ARTICLE 10
                                   ----------

                               UTILITIES SERVICES

Tenant shall pay for all water,  gas, sewer,  power and electric current and all
other utilities used by Tenant on the demised  premises from and after the Lease
Commencement  Date. If any such charges are not paid when due,  Landlord may pay
the same,  and any  amount so paid by  Landlord  shall  thereupon  become due to
Landlord  from  Tenant as  additional  rent.  Landlord  shall have the option of
requiring Tenant to install its own gas and electric meter, at Tenant's expense.
In the event that any  utilities  are  furnished by Landlord,  the rates charged
Tenant  shall not exceed  those of the local  public  utility  company as if its
services were furnished  directly to Tenant,  and shall not be less than its pro
rata  share of any  jointly  metered  service  based  upon the floor area of the
buildings  serviced.  In the case of water and sewer  services  which may not be
separately metered or sub-metered,  the Landlord shall obtain from the County or
City in which the  property  is  located,  the method  with which the  governing
entity  calculates  the water  and sewer  fees  which  may be  according  to the
Tenant's  use  (Equivalent  Residential  Units "ERU") and the number and type of
fixtures  in  Tenant's  premises.  Landlord  shall not be liable in  damages  or
otherwise for any


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<PAGE>



failure  Interruption  of  any  utility  service  being  furnished  the  demised
premises, and no such failure or interruptions shall entitle Tenant to terminate
this Lease or so state payment of any portion of the rest due hereunder.  In the
event  Landlord  furnishes any  utilities to the demised  premises and elects to
discontinue, or is tumble to continue.  furnishing such utilities for any reason
other than the failure by Tenant to pay any utility charge or any rental payment
due hereunder, Landlord shall so inform Tenant in writing and Tenant shall, upon
receipt of such notice, obtain its own utilities for the demised promises.

                                   ARTICLE 11
                                   ----------

                                   COMMON AREA

11.1 Common Area.  Landlord shall make available at all times during the term of
     this Lease,  on such  portions of the Office  Plaza as landlord  shall from
     time to time  designate  or  relocate,  such  automobile  parking and other
     common area as Landlord  shall loss time to time deem  appropriate.  Tenant
     shall have the nor-exclusive right during the term of this Lease to use the
     common  area  (except  for those  portions of the common area on which have
     been constructed or placed permanent or temporary,  kiosks, displays, carts
     or  stands)  for  itself is  employees,  agents,  customers.  invitees  and
     licensees, subject to the restrictions contained herein.

11.2 Common Area Defined.  The term "common area" shall mean the portions of the
     Office Plaza that have at the time in question been designated and improved
     for  confirm  use by in for the  benefit  of more  than one (1)  tenant  or
     concessionaire  of the Office  Plaza.  Common  area may  include but not be
     limited  to any of the  following:  The land  and  facilities  utilized  as
     parking area,;  access and perimeter reads: truck passageways (which may be
     in whole or in part subsurface);  service corridors and stairways providing
     seems from other promises;  landscaped  arena:  exterior walks'  stairways;
     interior  corridors;   elevators;  stairs;  arcades;  balconies;  directory
     equipment;  wash rooms;  comfort rooms;  drinking fountains;  toilets;  and
     other public  facilities;  and bus stations and taxi stands.  but excluding
     any portion  thereof when  designated  by Landlord  for a  non-common  use,
     provided any portion of the Office  Plaza which is not included  within the
     common area shall be so  included  when so,  designated  and  improved  for
     common use.

11.3 Control of Common Area.  The common area shall be subject to the  exclusive
     control and  management  of Landlord or each other  persons or nominees as,
     Landlord may have  delegated  or assigned to exercise  such  management  or
     control,  in whole or in part,  in  Landlord's  place and need. In no event
     shall  Tenet  have the right to sell r solicit  in any manner in any of the
     common areas. Landlord shall have the right to close, if necessary,  all or
     any  portion of the  common  area to such  extent as may in the  opinion of
     Landlord's  counsel be legally necessary to prevent a dedication thereof or
     the accrual of any rights of any person or of the public therein;  to close
     temporarily   all  or  any  portion  of  the  common  area  to   discourage
     non-customer  use;  to use  portions  of the common  area while  engaged in
     mating add coal improvements or repairs or alterations to the Office Plaza;
     and to do and  perform  such other acts in,  to. and with  respect  to, the
     common area as Landlord  shall  determine  (in its sole  discretion)  to be
     appropriate for the Office Plaza. Landlord shall have the right to increase
     the size of the common area  including  the  expansion  thereof to adjacent
     property;  to reduce the common area;  to turn common areas into floor area
     to be occupied by,  tenants of the Office  Plaza;  to rearrange the parking
     spaces and  improvements on the common area; and to make such changes which
     in  Landlord's  sole  opinion are deemed to be  desirable  and for the best
     interests of all persons  using the common area.  Tenant agrees that it and
     its  concessionaire,   agents,  employees.  vendors,  suppliers  and  other
     independent  mroeraceoa will use, such access roads and will operate trucks
     and trailers in  delivering  merchandise  to and from the demised  premises
     upon and over such access roads as are designated  therefore by Landlord as
     a means of ingress to and egress from the demised promises and Tenant shall
     no responsible for any damage or overloading.

11.4 Rules and Regulations. Landlord shall have the right to establish, and from
     time to time to change,  alter and amend, end to enforce against Tenant and
     the other users of the common area such rules ad regulations (including the
     exclusion of employees'  parking from the common area) as Landlord,  in its
     sole  discretion,  may  deem  necessary  or  advisable  for the  proper  ad
     efficient  operation and  maintenances  of the common area.  Such rules and
     regulations  may provide,  without  limitation,  the hours during which the
     common area shall be open for use.

11.5 Parking. It is understood that the employee of Tenant and the other tenants
     of Landlord  within the Office  Plaza shall not be  permitted to park their
     automobiles in the automobile  parking areas which may from time to time be
     designated for patrons of the Office Plaza. Tenant shall furnished Landlord
     with its and in employees'  automobile  license numbers within fifteen (15)
     days after opening for business and Tenant shall thereafter notify Landlord
     of any changes  within five (5) days after such change occur.  If Tenant or
     its employees  park their cars in the automobile  parking areas  designated
     for patrons of the Office Plaza or in reserved designated stalls of others.
     Landlord may charge Tenant Fifty Dollars  ($50.00) per day for each partial
     day per car  parked in any areas  other than  these so  designated.  Tenant
     hereby  authorized  Landlord  to tow away from the Office  Plaza at Tenants
     expanse  and only  after  notice  is  given  to  Tenant  by  Landlord,  any
     improperly  parked car or cars  belonging  to Tenant or  Tenants  employees
     and/or attach violation stickers a notices to such cars.



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<PAGE>


                                   ARTICLE 12
                                   ----------

                          COMMON AREA MAINTENANCE COSTS

12.1 Common Area Expenses.  During the term of this Lease Landlord shall keep or
     cause the common area to be kept in a neat,  clean and  orderly  condition,
     properly  lighted  and  landscaped,  and  shall  repair  any  damage to the
     facilities  thereof,  but all costs and  expenses  incurred  by Landlord in
     connection   therewith   shall  be  charged  and  prorated  in  the  manner
     hereinafter set forth. It is understood and agreed that the term "costs and
     expenses  incurred" shall mean all sums expended by Landlord for payment of
     all work deemed  necessary  by Landlord  (in its sole  discretion)  for the
     operation,  maintenance,  replacement  and repair of the  common  area (the
     "Common Area Expenses"),  including the following (the specific  recitation
     of which  shall not be deemed to limit  the  definition  of such  coats and
     expenses):  resurfacing,  re-striping,  cleaning  and  sweeping the parking
     area; painting;  janitorial services;  maintenance,  repair and replacement
     when necessary of roofs, sidewalks, curbs, bumpers, all Office Plaza signs,
     planting,  and landscaping,  and lighting and other  utilities;  operation,
     maintenance  and repair of any common fire  protection  systems,  automatic
     sprinkler systems and storm drainage  systems;  personnel to implement such
     services including the cost of security guards;  police and fire protection
     services; any assessments imposed by governmental agencies; cost of utility
     services;   depreciation  on  maintenance   and  operating   machinery  and
     equipment,  if owned,  and rental paid for such  machinery and equipment if
     rented;  public liability and property damage insurance on the common area;
     worker's compensation  insurance for personnel;  and (i) administrative and
     overhead costs equal to ten (10%) of the common area costs; and (ii) in the
     event Landlord supervises, manages and maintains the common area, an amount
     equal to five percent (5%) of the gross  rentals  received by Landlord from
     tenants at the Office Plaza for each  calendar year ("gross  rentals");  or
     (iii) In the  event  an  independent  contractor  supervises,  manages  and
     maintains  the common  area,  an amount  equal to five  percent (5%) of the
     gross rentals to the independent contractor.

12.2 Proration  of  Common  Area  Expense.  Tenant  shall  pay to  Landlord,  as
     additional  rent,  Tenant's  Share  of  the  Common  Area  Expenses  in the
     following manner;

     (a)  From and after the Lease  Commencement Date, Tenant shall pay Landlord
          on the first day of each calendar  month of the term hereof and option
          periods,  extension  periods and holding  over  periods,  the Tenant's
          Share of Common Area Expenses, as estimated by Landlord,  which amount
          shall be deemed to be additional rent. Tenant shall pay the additional
          rent  during  any free rent  period  provided  under this  Lease.  The
          foregoing  estimated monthly charge may be adjusted by Landlord at the
          end  of  any  month,  on  the  basis  of  Landlord's   experience  and
          anticipated costs.

     (b)  Within  ninety  (90) days  following  the end of each  calendar  year,
          Landlord shall furnish  Tenant with a statement  covering the calendar
          year just expired, certified as correct by Landlord, showing the total
          of the costs and  expenses  incurred,  and if  requested  by Tenant in
          writing true and correct copies of said expenses,  with respect to the
          common area,  the amount of Tenants  Share of Common Area Expenses for
          such  calendar  year,  and the payments made by Tenant with respect to
          such  calendar  year as set forth in  subparagraph  (a) above.  If the
          amount of Tenant's  Share of the Common Area Expenses  exceed  Tenants
          payments so made,  Tenant shall pay to Landlord the deficiency  within
          ten (10) days after receipt of said  statement.  If the amount of said
          payments  exceed the amount of Tenant's Share of Common Area Expenses,
          Tenant shall be entitled to offset the excess  against  payments  next
          thereafter to become due to Landlord as set forth in said subparagraph
          (a). The term "Tenant's  Share" shall mean the  percentage  proportion
          that the  square  footage of the floor  area of the  demised  premises
          bears to the total  square  footage of the floor area of all stores or
          store  spaces in the Office  Plaza,  including  the demised  premises.
          Certain  expenses may be  calculated  as  "Building"  Common Area Cost
          versus  "Center" Common Area Costs,  in which case,  their  percentage
          that the floor area of the  Premises  is to the total  will vary.  All
          floor area  computations  shall be  determined by Landlord in its sole
          and reasonable  judgment.  For any expenses which are within  Landlord
          control (which  excludes  taxes,  utilities and  insurance),  Landlord
          shall not pass  through  any  expense  increases  on  expenses  within
          Landlord  control,  that are more than five  percent  (5%) over  prior
          year's cost.

12.3 Required  Alteration.  If at any time  Landlord  is  required  by any rule,
     regulation   or  law   ("building   regulations")   to  make  any  changes,
     alterations, or improvements to the common areas or demised premises or any
     Portion of the  Office  Plaza,  including  without  limitation  electrical,
     mechanical or other systems or components thereof ("required alterations"),
     but excluding required alterations attributable to Tenants specific use and
     occupancy of the demised promises,  which alterations shall be Tenants sole
     responsibility,  all costs  relating to such  required  alterations  fairly
     characterized as "expenses" under generally accepted accounting  principles
     shall be fully  included in Common Area Expenses for the year in which such
     charges accrue or in the year Landlord pays such charges, as Landlord shall
     elect, and if under generally accepted accounting  principles,  any portion
     of  all  such  costs  must  be  allocated  to  capital  improvements  to be
     depreciated  or  amortized  over two (2) or more years,  landlord  shall be
     entitled  each year during the term hereof to include  that portion of such
     capital  costs  toward  Common  Area  Expenses  as  Landlord's   accountant
     reasonably  determines  to  be a  fair  estimate  of  the  depreciation  or
     amortization which would be chargeable for such capital improvements during
     such  year,  based upon a  reasonable  estimate  of the useful  life of the
     required alteration.

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<PAGE>



                                   ARTICLE 13
                                   ----------

                                    INDEMNITY

Tenant and Landlord  hereby  indemnifies and holds the other party harmless from
and  against  (a)  any  and all  claims  arising  from  Tenant's  or  Landlord's
construction  on or use of the demised  premises for the conduct of its business
or from any  activity,  work or thing done,  pertained  or suffered by Tenant or
Landlord  and their  respective  agents and  employees  in or about the  demised
premises;  (b) any and all  claims  arising  from any  breach or  default in the
performance  of any  obligation on Tenant's or  Landlord's  part to be performed
under the terms of this Lease, or arising from any as or negligence of Tenant or
Landlord, or any of its respective agents,  contactors or employees; and (c) all
costs, reasonable attorneys' fees, expenses and liabilities incurred by Landlord
or Team in defending any such claim or any action or proceeding brought thereon;
and in case any action or  proceeding be brought  against  Landlord or Tenant by
reason of any such claim,  Tenant,  upon notice from Landlord or Landlord,  upon
notice from Tenant shall defend the same at the  appropriate  party's expense by
counsel  reasonably  satisfactory to Landlord or Tenant.  Tenant,  as a material
part of the  construction  to  Landlord,  hereby  assumes all risks of damage to
property or injury to persona,  in, upon or about the demised  premises from any
cause by Tenant and Tenant hereby waives all claims in respect  thereof  against
Landlord.  Landlord  assumes  all risks of  damage  caused  by  Landlord  or its
employers or agents which are covered by  Landlord's  insurance  policies on the
Office Building.

                                   ARTICLE 14
                                   ----------

                      EXEMPTION OF LANDLORD FROM LIABILITY

Except in the case of  Landlord's  gross  negligence,  Tenant hereby agrees that
Landlord  shall not be liable for injury or damage which may be sustained by the
person, goods, wares, merchandise or property of Tenant, its employees, invitees
or customers,  or by any other person in or about the demised promises causal by
or resulting from fire, storm, electricity, gas, water or rain which may leak or
flow  from or into  any part of the  demised  premises.  or from  the  breakage,
leakage.  obstruction  or  outer  defects  of  the  pipes,  sprinklers,   wires,
appliance.,  plumbing, air conditioning or lighting fixtures whether said damage
or injury  results from  conditions  arising  upon the demised  premises or from
other  sources.  Tenant further agrees that Landlord shall not be liable for any
damages  arising  from any act or  negligence  of any other tenant of the Office
Plaza.

                                   ARTICLE 15
                                   ----------

                                QUIET POSSESSION

Landlord  agrees that Tenant,  upon paying the rent and  perfuming the covenants
and  conditions  of this  Lease,  may quietly  have,  hold and enjoy the demised
premises during the term hereof.

                                   ARTICLE 16
                                   ----------

                              ESTOPPEL CERTIFICATE

Within five (5) business  days after written  request by Landlord.  Tenant shall
execute and deliver to Landlord a statement substantially in the form of Exhibit
E attached  hereto.  Any such statement may be  conclusively  relied upon by any
prospective  purchase or encumbrances  of the demised  premises or of all or any
portion of the Office Plaza of which the demised  promises are a part.  Further,
such failure to deliver such  statement  (showing any  exceptions  to any of the
statements of fact required  thereby)  shall be a material  breach of this Lease
and Landlord may, in addition to any other  remedies it has at law or in equity,
terminate this Lease.

                                   ARTICLE 17
                                   ----------

                             REPAIRS AND MAINTENANCE

17.1 Tenant 's Maintenance  Obligations.  Tenant shall,  during the term of this
     Lease and any option periods thereof; keep the demised premises,  including
     ail improvements  constructed by Tenant therein,  in good order,  condition
     and repair,  including the interior surface of exterior walls; all windows,
     doors,  door frames,  and door  closures all plate glass,  storefronts  and
     showcases;   all  carpeting  and  other  floor  covering;   all  electrical
     equipment;  all handling and air conditioning  equipment;  and all plumbing
     and sprinkler systems,  if any, installed therein;  and shall as necessary,
     or  when  required  by  governmental   regulations  make  modifications  or
     replacements  thereof.  Landlord  shall  have no  obligation  to  repair or
     maintain the demised premises or improvements constructed therein except as
     expressly  provided to this Lease.  Tenant  hereby waives the right to make
     repairs at Landlord's  expenses under the provisions of any laws permitting
     repairs by a tenant at the expense of Landlord. [text struck through]

17.2 Tenant's  Failure  to  Maintain  Demised  Premises.  If Tenant  refuses  or
     neglects to make  repairs to and/or  maintain the demised  premises,  or my
     part thereof;  in a manner  reasonably  satisfactory to Landlord.  Landlord
     shall have the right,  but shall not be obligated,  to make such repairs or
     port perform such maintenance


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<PAGE>



on behalf of and for the  account of Tenant.  In such  event,  Tenant  shall pay
promptly upon demand therefor, as additional rent, the cost of such work plus an
overhead surcharge of fifteen percent (15%) of such cost.

17.3 Landlord's  Maintenance  Obligations.  Landlord,  as a Common Area Expense,
     shall keep in good order,  condition and repair the  foundations,  exterior
     walls  (excluding the interior of all walls and the exterior or interior of
     any windows,  doors,  plate glass and display  windows) and roof (excluding
     interior  ceiling) of the demised  promises,  except for any damage thereto
     caused by any act,  negligent or omission of Tenant,  except for reasonable
     wear and tear,  and except for any structural  alterations or  improvements
     required by any governmental  agency by reason of Tenants use and occupancy
     of the demised premises.

17.4 Right of Entry.  Tenant agrees to permit Landlord or Landlord's  lender and
     their authorized representatives to enter the demised premises at all times
     during usual business hours for the purpose of inspecting the same.  Tenant
     further covenants and agrees that Landlord may go upon the demised promises
     and make any necessary repairs to the demised premises and perform any work
     therein that (a) may be necessary to comply with any law,  ordinance,  rule
     or regulation of any public  authority,  (b) Landlord may deem necessary to
     prevent waste or deterioration in connection with the demised premises;  or
     (c) Landlord may deem necessary to perform remodeling or other construction
     work  incidental  to any  portion of the Office  Plaza,  including  without
     limitation the premises of another tenant, adjacent to, above, or below the
     demised premises. Nothing herein contained shall imply any duty on the part
     of Landlord to do any such work which  under any  provisions  of this Lease
     Tenant may be required to do, nor shall it  constitute  a waiver of Tenants
     default in failing to do the same.  No  exercise  by Landlord of any rights
     herein  reserved  shall  entitle  Tenant to any  damage  for any  injury or
     inconvenience occasioned thereby nor to any abatement of rent. In the event
     Landlord  makes or causes  any such  repairs  to be made or  performed,  as
     provided  for  herein,  Tenant  shall  pay the cost  thereof  to  Landlord,
     forthwith,  as  additional  rent upon receipt of a bill  therefore.  In the
     event of emergency  repairs,  Tenant hereby grants to Landlord the right to
     enter upon the demised premises at any time.

17.5 Condition of Demised Premises. Tenant agrees upon the expiration or earlier
     termination of this Lease to surrender the demised  premises to Landlord in
     good order, condition and repair, ordinary wear and tear excepted.

                                   ARTICLE 18
                                   ----------

                                   ALTERATIONS

18.1 Permitted   Alterations.   After  initial  improvements  are  completed  by
     Landlord, Tenant shall not make any alterations or additions to the demised
     premises nor make any contract therefore without first procuring Landlord's
     written consent (which may he withheld by Landlord in its sole discretion),
     except  for   non-structural,   interior   alterations,   improvements   or
     adjustments  costing less than five  Thousand  Dollars  ($5,000.00)  in any
     calendar year. All alterations,  additions and improvements  made by Tenant
     to or upon the demised  premises  including  floor  coverings but excluding
     light fixtures,  signs, cases,  counters or other removable trade fixtures.
     shall at once when made at  installed be deemed to have become the property
     of Landlord;  provided,  however if prior to termination of this Lease,  or
     within fifteen (15) days thereafter,  Landlord so directs by written notice
     to  Tenant,  Tenant  shall  promptly  remove the  additions.  improvements,
     fixtures,  trade fixtures and installations  which were placed in or on the
     demised  promises  by Tenant and which are  designated  in said  notice and
     shall repair any damage occasioned by mob removal.  If Tenant shall fail to
     remove any such addition, improvement, fixture or trade fixture as directed
     by  Landlord,  Landlord  may effect  such  removal  and repair at  Tenant's
     expense.

18.2 Standards  of   Construction.   All  work  with  respect  to  alternations,
     additions,  and changes shall not diminish the markets value of the demised
     premises and shall be done in a good and workmanlike  manner and diligently
     pursue  to  completion  to the end that  the  improvements  on the  demised
     premises  shall at all times be a complete unit except during the period of
     work. Any such changes, alterations and improvements shall be performed and
     done strictly in accordance with the laws and ordinances  relating thereto,
     and with the  requirements  of all  carriers  of  insurance  on the demised
     premises  and the Board of  Underwriters,  Fire Rating  Bureau,  or similar
     organization. In performing the work of any such alterations,  additions or
     charges, Tenant shall have the work performed in such a manner so as not to
     obstruct  the access to the Office Plaza of any other tenant in the Office,
     Plaza,  nor interfere with the quiet  enjoyment of the other tenants of the
     Office Plaza.

18.3 Notification  of Landlord.  At least ten (10) days prior to commencing  any
     such work or  construction in or about the demised  promises,  Tenant shall
     notify  Landlord in writing of the expected  date of  commencement  thereof
     Landlord shall have the right at any time and from time to time to post and
     maintain on the demised  premises such notices as Landlord deems  necessary
     to protect the demised premises and Landlord or vendors.

18.4 Performance and Completion  Bond.  After initial  construction,  before the
     commencement  of any  alterations  or  additions  to the demised  premises.
     Tenant,  at its sole cost,  shall  furnish to  Landlord a  performance  and
     completion bond issued by an insurance  company  licensed to do business in
     Nevada,  in a sum  equal  to  one  and  one-half  times  the  cost  of  the
     alterations (as determined by the construction contract

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between  Tenant  and  its  contractor)  guaranteeing,   the  completion  of  the
alterations  or  additions  free and clear of all lines  end other  charger,  in
accordance with the plans and specifications approved by Landlord, City, County,
and any other  governmental  agencies  that may be  dictated by the plans or the
lease agreement.

                                   ARTICLE 19
                                   ----------

                                MECHANICS' LIENS

19.1 Mechanics' Liens. Tenant hereby agrees that it will pay or cause to be paid
     all costs  for work  done by it or  caused to be done by it on the  demised
     promises,  and it will  keep the  demised  premises  free and  clear of all
     mechanics'  liens on  account  of work done by Tenant or  persons  claiming
     under it.  Tenant  hereby  agrees to  indemnify  and save  Landlord fee and
     harmless against liability,  loss. damage, costs,  attorneys' fees, and all
     other  expenses on account of claims of lien of laborers or  materialmen or
     others for work performed or materials or supplies  furnished for Tenant or
     persons claiming under it.

19.2 Contest of Lien.  If Tenant shall  desire to contest any claim of lien,  it
     shell furnish Landlord  adequate  security of the value or in the amount of
     the claim,  plus  estimated  coats and interest or a bond or a  responsible
     corporate  surety in such amount as is necessary to release the lien.  If a
     final  judgment  establishing  the  validity or existence of a lien for any
     amount is entered, Tenant shall pay and satisfy the same at once.

19.3 Tenant's  Default.  If Tenant  shall be in default in paying any charge for
     which a  mechanics'  lien  claim and suit to  foreclose  the lien have been
     filed,  and shall not have given  Landlord  security to protect the demised
     premises and Landlord  against such claim of lien,  than  Landlord may, but
     shall not be obligated to, pay the said claim and any costs, and the amount
     so paid,  together with  reasonable  attorneys' fees incurred in connection
     therewith,  shall be immediately due and owing from Tenant to Landlord, and
     Tenant agrees to and shall pay the same with interest at the maximum lawful
     rate from the dates of Landlord's payments.

19.4 Notice.  Should any claims of lien be filed against the demised premises or
     any action  affecting the title to such  property be  commenced,  the party
     receiving  notice  of such lien or action  shall  forthwith  give the other
     party written notice thereof.

19.5 Right of Entry.  Landlord or its representatives shall have the right to go
     upon  and  inspect  the  demised   premise,   including  the   improvements
     constructed thereon, at all reasonable times.

                                   ARTICLE 20
                                   ----------

                             DAMAGE AND DESTRUCTION

20.1 Restoration.  In the event of the partial or total damage or destruction of
     the  building  of which the  demised  premises  are a part  during the term
     hereof from any cause,  except if due to the negligent acts or emissions of
     Tenant its agents or employees,  or to the failure on the part of Tenant to
     perform or observe any of Tenants covenants or conditions contained herein,
     Landlord shall, to the extent of the proceed available to Landlord from the
     insurance  referred  to  in  Station  9.3  hereof,   forthwith  repair  and
     reconstruct  said building to  substantially  the same condition which said
     building was in immediately  prior to such damage or destruction,  provided
     such  repairs a  reconstruction  can be made under then  existing  laws and
     regulations. In the event of such reconstruction,  Tenant, at its sole cost
     and expense,  shall be  responsible  for the repair and  restoration of all
     items set forth in  "Description  of  Tenant's  Work" in  Exhibit B and all
     improvements  within  Premises as those existing  immediately  prior to the
     casualty,  and  the  replacement  of  its  stock-in-trade,  trade  fixture,
     furniture,  furnishings and equipment and Tenant shall commence such repair
     and restoration and the installation of fixtures, equipment and merchandise
     promptly  upon  delivery to it of  possession  of the demised  premises and
     shall  diligently  pursue such work and  installation  to completion.  With
     respect to any damage a destruction  which  Landlord is obligated to repair
     or any elect to  repair  order the  terms of this  Article,  Tenant  hereby
     waives the  provisions of any law  authorizing  the  termination of a lease
     upon  the  complete  or  partial   destruction  of  the  demised  premises.
     Notwithstanding  anything  above m the  contrary,  in the event the demised
     promises  ere  partially  or  totally  damaged or  destroyed  by a cause or
     casualty other than those covered by said insurance, or by any cause at any
     time  during the last two (2) years of the term  hereof or in the event the
     demised  premises  are, or the  building in which the demised  promises are
     situated is, damaged or destroyed by any cause or casualty to the extent of
     not  less  than   thirty-three  and  one-third  percent  (33-1/3%)  of  the
     replacement  cost thereof at the time of such damage or destruction,  or if
     in the sole opinion of Landlord  the  restoration  of the demised  premises
     cannot be completed within six (6) months from the occurrence of the damage
     or  destruction,  or if in the sole opinion of Landlord  repairs  cannot be
     adequately  made, then Landlord may elect to terminate this Lease by giving
     written notice to Tenant of such termination  within ninety (90) days after
     the occurrence of such damage or destruction.

20.2 Termination.  Unless  this Lease is  terminated  as  provided  above,  such
     destruction  shall in no way annul or void  this  Lease  and  Tenant  shall
     continue the  operation of its business  during any such period.  Provided,
     however,  that at Landlord's  option either (a) the Minimum  Monthly Rental
     shall be reasonably reduced by

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<PAGE>



Landlord in  proportion  to the extant that Tenant is deprived of the use of the
demised  premises,  or (b) the Minimum  Monthly  Rental shall not be reduced but
Tenant  shall be entitled  to have the  proceeds  of the  business  interruption
insurance required under Section 9.4 hereof applied to such obligation.

                                   ARTICLE 21
                                   ----------

                                 EMINENT DOMAIN

21.1 Definitions  of Taking.  The term "mini taking" means the taking of so much
     of the demised  premises by right of eminent  domain or other  authority of
     law,  including  a  voluntary  transfer  under the  threat of the  exercise
     thereat  that the  remainder  of the demised  premises  is not  suitable to
     conduct  the basins  which  Tenant  intends to  conduct  therein.  The term
     "partial  taking"  means the  taking of a portion of the  demised  premises
     which does not constitute a total taking as above defined.

21.2 Total  Taking.  If during the term hereof  there shall be a total taking by
     public  authority under the power of eminent domain,  then this Lease,  and
     the leasehold estate of Tenant in and to the demised  premise,  shall cease
     and terminate as of the date the condemning authority takes actual physical
     possession of the demised premises.

21.3 Partial Taking. If during the term hereof them shall be a partial taking of
     Tenants  demised  premises,  this  Lease,  as to the portion of the demised
     premises  so  taken,  shall  terminate  m the dam on which  the  condemning
     authority  takes anal physical  possession of such portion,  but this Lease
     shall  continue in full force and efface as to the remainder of the demised
     premises.  The Minimum  Monthly Rental payable by Tenant for the balance of
     the tent shall be abated in the ratio  that the floor  area of the  demised
     premises  taken  boars to the  total  floor  ones of the  demised  premises
     immediately  prior m such  taking,  and Landlord  shall make all  necessary
     exterior  and  structural  repairs  or  alteration  in  order  to make  the
     remaining portion of the demised premises a complete architectural unit.

21.4 Award.  All  compensation  and  damages  awarded  far the taking of Tenants
     demised  premises or any portion  thereof  shall  belong to and be the sole
     property of Landlord,  and Tenant shall not have any claim,  or be entitled
     to say award for diminution in value of its leasehold internal hereunder or
     for the value of any unexpired term of this Lease; provided,  however, that
     Tenant  shall be  entitled  to make its own claim for and receive any award
     that may he made for  Tenant's  improvements,  or an account of any cost or
     loss  Tenant  may  sustain  in the  removal  of  Tenant's  trade  fixtures,
     equipment, and furnishings.

21.5 Proration of Rent. If this Lease is terminated  pursuant to the  provisions
     of this Article,  then all rentals and other  charges  payable by Tenant to
     Landlord  hereunder shall be paid up to the date on which  possession shall
     be taken by the  condemning  authority  and any rentals  and other  charges
     theretofore paid by Tenant which are applicable to any period subsequent to
     the date  possession is taken,  shall be repaid to Tenant by Landlord,  and
     the  parties  shall  thereupon  be  released  from  all  further  liability
     hereunder.

21.6 Waiver of Rights of Termination.  Tenser hereby waives my statutory  rights
     of  termination  which may arise by  reason  of any  partial  taking of the
     demised promises under the power of eminent domain.

21.7 Subordination.  The  foregoing  provisions  of  Article 21 are and shall be
     subordinate  to the lien of any trust  deed of trust of any bank  insurance
     company or other lending  institution  now of record or recorded  after the
     date of this Lease affecting the demised  premises.  Such  subordination is
     effective  without any further act of Tenant.  Tenant  shall,  from time to
     time on request  from  Landlord,  execute  and  deliver  any  documents  or
     instruments   that  may  be  required  by  the  lender  to  effectuate  any
     subordination.

                                   ARTICLE 22
                                   ----------

                   DEFAULTS BY TENANT AND LANDLORD'S REMEDIES

22.1 Events  of  Default.  The  occurrence  of any one or more of the  following
     events  shall  constitute  a material  default  and breach of this Lease by
     Tenant:

     (a)  Any  failure  by  Tenant to pay the  rental  or make any  otherpayment
          required to be made by Tenant hereunder when due.

     (b)  The  abandonment  of the demised  premises by Tenant,  or the vacation
          (defined  to be ten [10] or more days of  continual  absence  from the
          demised premises) of the demised premises by Tenant

     (c)  A failure by Tenant to observe and perform any other provision of this
          Lease to be  observed  or  performed  by Tenant,  where  such  failure
          continues  for  fifteen  (15) days  after  written  notice  thereof by
          Landlord  to  Tenant;  provided  however,  that if the  nature of such
          default is such that the same cannot  reasonably  be cured within such
          fifteen  (15) day period,  Tenant shall not be deemed to be in default
          if Tenant shall within such period  commence such case and  thereafter
          diligently  prosecutes  the same to  completion.  Said written  notice
          shall he In lieu of, and not in addition to, any notice required under
          the laws of the Sate of Nevada, or any similar, superseding statute.

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<PAGE>


     (d)  The making by Tenant or by any guarantor of Tenant's obligations under
          this Lease of any general assignment for the benefit of creditors; the
          insolvency of Tenant or of any guarantor of Tenant's obligations under
          this Lease or the  inability  of Tenant or any such  guarantor to make
          payment on it obligations  generally as they become due; the filing by
          or against  Tenant or any such  guarantor of a petition to have Tenant
          or  such   guarantor   adjudged  a  bankrupt  or  of  a  petition  far
          reorganization  or  arrangement  under any law relating to  bankruptcy
          (unless,  in the  case of a  petition  filed  against  Tenant  or such
          guarantor,   the  same  is  dismissed  within  sixty  [60]  days)  the
          appointment   of  a  trustee  or  receiver  to  take   possession   of
          substantially  all of Tenants assets located at the demised  premises,
          or of Tenant's  interest in this Law, where possession is not restored
          to Tenant  within thirty (30) days;  or the  attachment,  execution or
          other judicial seizure of substantially  all of Tenants assets located
          at the demised  premises or of Tenants  interest in this Lease,  where
          such seizure is not discharged within thirty (30) days.

22.2 Landlord's  Right to Terminate  Lease.  In the event of any such default by
     Tenant,  then in addition to any other remedies available to Landlord a law
     or in equity,  Landlord  shall have the immediate  option to terminate this
     Lease and all rights of Tenant  hereunder by giving  written notice of such
     intention  to  terminate.  In the event  that  Landlord  shall  elect so to
     terminate this Lease then Landlord may recover from Tenant:

     (a)  The  worth  at the time of award of any  unpaid  rent  which  had been
          earned at the time of such termination; plus

     (b)  The worth at the time of award of the amount by which the unpaid  rent
          which would have been earned after termination until the time of award
          exceeds the amount of such rental loss Tenant  proven  could have been
          reasonably avoided; plus

     (c)  The worth at the time of award of 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 Tenant  proves  could have been  reasonably
          avoided; plus

     (d)  Any  other  amount  necessary  to  compensate  Landlord  for  all  the
          detriment  proximately  caused by  Tenant's  failure  to  perform  its
          obligations under this Lease or which in the ordinary course of things
          would be likely to result therefrom; and

     (e)  At Landlord's  election,  such other amounts in addition to or in lien
          of the  foregoing as may be permitted  from time to time by applicable
          Nevada law.  The term "rent" as used herein shall be deemed to include
          Minimum  Monthly  Rental  and all other  sums  required  to be paid by
          Tenant pursuant to the terms of this Lease.  All such sums, other than
          the  Minimum  Monthly  Rental,  shall be  computed on the basis of the
          avenge  monthly  amount  thereof   accruing   during  the  immediately
          preceding fifteen (15) month period prior to default except that if it
          becomes  necessary  to compute  such round  before such a fifteen (15)
          month  period has  occurred,  then on the basis of the avenge  monthly
          amount seeming during such shorter  period.  As used In  subparagraphs
          (a) and (b)  above.  the "worth at the time of award" is  computed  by
          allowing  interest at eighteen percent (18%) per annum. or such lesser
          amount as may then be the maximum lawful rate. As used in subparagraph
          (o) above, the "worth at the time of award" is computed by discounting
          such amount at the  discount  rate of the Federal  Reserve Bank of San
          Francisco at the time of award plus one percent (1%).

22.3 Landlord's  Right to  Reenter  Demised  Premises.  In the event of any such
     default  by  Tenant,  Landlord  shall  also have the right  with or without
     terminating  this Lease, to reenter the demised premises and remove persons
     and property therefrom by summary  proceedings or otherwise;  such property
     may be removed and stored in a public warehouse or elsewhere at the cost of
     and for the account of Tenant

22.4 Right to  Recover  Rents or Rolet In the event of the  vacation  (a defined
     herein) or abandonment of the demised  premises by Tenant,  or in the event
     Landlord  final elect to reenter as provided in Section 22.3 above or shall
     take possession of the demised  premises  pursuant to legal  proceedings or
     pursuant to any notice  provided by law, and if Landlord  dose not elect to
     terminate  this Least as provided in Section 22.3 above,  then Landlord may
     from time to time without terminating this Lease, either recover all rental
     as it becomes due or related the demised  premises or any part  thereof for
     such term or terms and at such  rental or rentals  and upon other terms and
     conditions a Landlord in its sole discretion may deem  advisable,  with the
     right to make alterations and repairs to the demised premises.

22.5 Application  for Rent. In the event that Landlord  shall elect so to rolet,
     then  rentals  received by  Landlord  from such  relating  shall be applied
     first, to the payment of any  indebtedness,  other than rent due hereunder,
     owed by  Tenant to  Landlord;  second  to the  payment  of any cost of such
     reletting; third, to the payment of the cost of any alterations and repairs
     to the  demised  premises;  fourth,  to the  payment of rent due and unpaid
     hereunder; and the residue if any, shall be held by landlord and applied in
     payment of future  rent as the same may become due and  payable  hereunder.
     Should that portion of such rental received from such reletting  during any
     month, which is applied to the payment of rent hereunder,  be less than the
     rent payable during that month by Tenant  hereunder,  then Tenant shall pay
     such deficiency to Landlord. Such



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<PAGE>





     deficiency  shall be calculated and paid monthly.  Tenant shall also pay to
     Landlord,  as soon as  ascertained,  any costs  and  expenses  incurred  by
     Landlord in such  reletting or in making any such  alteration,  and repairs
     not covered by the rentals received from such reletting.

22.6 No Termination.  No reentry or taking possession of the demised premises by
     Landlord  pursuant to this Article shall be  constructed  as an election to
     terminate  this Lease unless a written notice of such intention be given by
     Landlord to Tenant or unless the  termination  thereof be denied by a court
     of competent  jurisdiction.  Landlord may at anytime  after such  reletting
     elect to terminate this Lease for any such default by Tenant

22.7 Disposition of Fixtures. In the event of default under ibis Lease, Landlord
     shall have the option (a) to take  exclusive  possession of Tenant's  trade
     fixtures, furniture, equipment, improvements, additions and alterations and
     use the same rent or charge free until the default is cured, (b) to require
     Tenant to remove same,  at its sole cost and  expense,  or (c) in the event
     this Lease is terminated by reason of such default, to take full possession
     of same to be  disposed of or to be put to any  purpose  Landlord  desires.
     Tenant  agrees to keep all of Its trade  fixtures,  furniture and equipment
     free of  liens  and  shall  not  use  the  same  as  security  in any  loan
     arrangement

                                   ARTICLE 23,
                                   -----------

                              DEFAULTS BY LANDLORD

23.1 Tenant's  Remedies.  In the event Landlord shall neglect or fail to perform
     or observe any of the  covenants,  provisions,  or conditions  contained in
     this Lease on its part to be performed or observed  within thirty (30) days
     after written  notice of default (or if more then thirty [30] days shall be
     required  because of the nature of the default,  if Landlord  shall fail to
     proceed diligently to cure such default after written notion thereof), then
     in that event  Landlord  shall be liable to Tenant for any and all  damages
     sustained by Tenant as a result of Landlord's breach; provided, however. it
     is expressly  understood and agreed that any money judgment  resulting from
     any default or other claim arising under this Lease shall be satisfied only
     out of the net rents, issues, profits and other income (called "net income"
     for purposes of this Article only) actually  received from the operation of
     the Office Plaza and no other real,  personal or mixed property of Landlord
     (the term  "Landlord"  for purposes of this Article only shall mean any and
     all  partners,   both  general  and/or  limited,  if  any,  which  comprise
     Landlord), wherever situated, shall be subject to levy an any such judgment
     obtained against  Landlord,  and if such net income is insufficient for the
     payment of such  judgment,  Tenant will not institute  any farther  action,
     suit, claim or demand, in law or in equity,  against Landlord for or on the
     account of such deficiency.  Notwithstanding any provision of this Lease to
     the  contrary,  Tenant  shall have no right to  terminate  this Lease in an
     event of default by Landlord hereunder.

23.2 Right to Cure. If the demised  premises or any part thereof are at any time
     subject to a first  mortgage or a first deed of trust  (hereinafter  called
     "Mortgagee"  for purposes of this Article only) and Tenant is given written
     notice thereof  including the post office address of such  Mortgagee,  then
     Tenant shall give written notice to such Mortgagee.  specifying the default
     In reasonable detail, and affording such Mortgagee a reasonable opportunity
     to make  performance  for and on behalf of  Landlord.  If and when the said
     Mortgagee has made performance on behalf of landlord. such default shall be
     deemed cured.

                                   ARTICLE 24
                                   ----------

                  LANDLORD'S RIGHTS TO EXHIBIT DEMISED PREMISES

Landlord  and the  authorized  representative  of Landlord may enter the demised
premises  at all  reasonable  times for the  purpose of  exhibiting  the same to
prospective  purchasers and, during the final six (6) months of the term of this
Lease or any extension(s)  therof; may exhibit the demised premises for hire and
may display on the  property the usual "For Lease"  signs,  and such signs shall
remain unmolested upon the demised premises

                                   ARTICLE 25
                                   ----------

                            SUBORDINATION, ATTORNMENT

25.1 Subordination-  Tenant  accepts this Lease subject and  subordinate  to any
     mortgage, deed of trust. or other lien presently existing hereafter arising
     upon the demised premises or the building of which the demised premises are
     a part,  and to any  renewals,  refinancing,  and  extension  thereof  upon
     request of Landlord or its Lender,  Tenant shall in writing subordinate its
     rights  hereunder to any mortgage or deed of trust or other lien  presently
     existing or hereafter arising upon the devised premises (or the building of
     which  the  demised  premises  are a  part),  and to all  advances  made or
     hereafter  to be made upon the  security  thereof;  or the  interest of any
     lease in which Landlord is lessee.  Any such mortgage deed of trust trustee
     or  beneficiary  or lessor of Landlord  may at its option  subordinate  its
     mortgage or lease to this Lease and Tenant  agrees to execute any  document
     accomplishing some.

25.2 Attornment. In the event any proceedings are brought for the foreclosure of
     such lien,  or in the event of the  exercise of the power of sale under any
     mortgage or deed of trust made by the Landlord covering the

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<PAGE>





     demised  premises,  or  should  the  Lease in which  Landlord  is lessee be
     terminated,  Tenant shall attorn to the purchaser upon any such foreclosure
     or sale or  termination  and  recognize  such  purchaser  or  lessor as the
     landlord under this Lease.


25.3 Lease   Continues.   The   provisions  of  thin  Article  to  the  contrary
     notwithstanding,  and so long as Tenant is not in default  hereunder,  this
     Lease shall remain in full force and effect for the full term hereof.

                                   ARTICLE 20
                                   ----------

                     ASSIGNMENT, SUBLETTING AND ENCUMBRANCE

26.1 Consent of Landlord. Tenant shall not, directly or indirectly,  voluntarily
     or by  operation  of law assign,  license,  concede,  franchise,  transfer,
     mortgage,  hypothecate,  or  otherwise  encumber all or any part of Tenants
     interest  in this Lease or in the demised  premises,  and shall not sublet,
     franchise,  change  ownership  licensee  or concede  all or any pant of the
     demised  premises  (herein  collectively  referred  to in this  Article  as
     "Assignment")  without  the  prior  written  consent  of  Landlord  in each
     instance, which consent may be withheld by Landlord in the sole discretion,
     and any attempted  Assignment without such consent shall be wholly void and
     shall confer no rights upon any third parties. For purposes of this Article
     26, the term "Assignee" shall mean any assignee, licenses,  concessionaire,
     franchisee. transferee, mortgagee, or sublessee.


26.2 Tenant's  Application.  In the event  Tenant  desires at any time to assign
     this Lease or sublet the demised premises,  or any portion thereof,  Tenant
     shall  give  written  notice  to  Landlord  of  its  intention,  requesting
     Landlord's  consent  thereto.  Such  written  notice  shall be submitted to
     Landlord  no more than  ninety  (90) days and no leas than  sixty (60) days
     prior to the effective date of such proposed assignment,  and shall contain
     the following information: (a) a notice of intention to assign the Lease or
     sublet the demised premises. requesting Landlord's consent thereto; (b) the
     proposed  effective  date of the  proposed  assignment  (c) the name of the
     proposed  Assignee;  (d) the nature of the  business to he carried out upon
     the demised premises by the proposed Assignee; (e) the terms and provisions
     of the proposed assignment (f) a copy of the proposed assignment or, if the
     name is not available,  the letter of commitment or letter of intent; (g) a
     current, audited financial statement of the proposed Assignee; and (h) such
     other  information  Landlord may request.  Landlord may, at any time within
     thirty (30) days after its receipt of such notice of a proposed  assignment
     approve of disapprove of such proposed  Assignment in writing to Tenant, or
     elect to  terminate  this Lease as  provided  in  Section  26.9  below.  If
     Landlord consents to the proposed  assignment in writing, so long as Tenant
     shall not be in breach or  default  of any of its  obligations  under  this
     Lease,  Tenant may enter into the  assignment in accordance  with the terms
     and conditions  contained in Tenant's notice. If Landlord fails to exercise
     its right to consent to or  disapprove  of the proposed  assignment  within
     such thirty (30) day period,  landlord shall be deemed to have  disapproved
     such proposed assignment.

26.3 Increased Rental Upon Assignment; Excess Consideration. If, in the event of
     any  approved  Assignment  by Landlord of all or say portion of the demised
     premises,  the Minimum Monthly Renal specified in Article I, or the portion
     thereof  related to that  portion of the  demised  premises  subject to the
     Assignment,  shall be increased (but never  decreased)  effective as of the
     data of such  Assignment,  to the total  rent  payable by the  Assignee  so
     Tenant.

26.4 Fees.  In the event  Tenant  shall  request the consent of Landlord  for an
     Assignment as required by the provisions of this Article,  Tenant shall pay
     to Landlord the sum of five Hundred Dollars  ($500.00) as a  non-refundable
     fee for the  processing and reviewing of such  application by Landlord.  In
     addition  to  said  fees  Tenant  shall  pay  to  Landlord  all  reasonable
     attorneys' fees incurred by Landlord in connection with such processing and
     review.

26.5 No Release of Tenant.  No consent by Landlord to any  Assignment  by Tenant
     shall relieve Tenant of any obligation to be performed by Tenant under this
     Lease,  whether  occurring before or after such consent or Assignment.  The
     consent by Landlord  to any  Assignment  shall not relieve  Tenant from the
     obligation  to  obtain  Landlord's  express  written  consent  to any other
     Assignment.  The  acceptance  of rent by Landlord from any person or entity
     other than  Tenant  shall not be deemed to be a waiver by  Landlord  of any
     provision  of this  Lease or a consent to any  Assignment,  or a release of
     Tenant from any obligation under this Lease.  Consent to one (I) Assignment
     shall not be deemed to  constitute  consent  to any  subsequent  Assignment
     Tenant hereby  specifically  waives and releases any contract tort or other
     claims or  causes of action  against  Landlord  arising  out of  Landlord's
     failure to consent to any Assignment.

26.6 Form of Assignment.  Each assignment to which there has been the consent of
     Landlord  shall be by an  instrument  in  writing in form  satisfactory  to
     Landlord  and shall be executed  by the  transferor,  assignor,  sublessor,
     licensor. concessionaire,  hypothecator or mortgagor, and the assignee. One
     (1) fully  executed copy of such written  instrument  shall be delivered to
     Landlord.  Failure to first obtain in writing Landlord's consent or failure
     to comply with the  provisions of this Article shall operate to prevent any
     such Assignment from becoming effective.

26.7 Assumption of Obligations. Each Assignee, other than Landlord, shall assume
     all of the  obligations of Tenant under this Lease,  and shall be and shall
     remain liable, both jointly and severally with Tenant' for the


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     payment  of all  rent,  and for the due  performance  of all of the  terms,
     covenants,  conditions and agreements  herein contained on Tenant's part to
     be performed for the remainder of the term of this Lease.

26.8 Assignment  of  Interest.  If Tenant  hereunder  is  either a  partnership,
     limited  liability  company,  unincorporated  association  or a corporation
     which,  under  applicable  laws,  is not deemed a public  corporation,  the
     transfer,  assignment  or  hypothecation  of any stock or  interest in such
     corporation, association, limited liability company, or partnership, in the
     aggregate  in  excess  of  twenty-five  percent  (25%)  shall be  deemed an
     Assignment within the meaning and provisions of this Article 26.

26.9 Option to Terminate. Landlord may elect, by written notice to Tenant that a
     new lease shall be executed by Landlord  and Assignee  given within  thirty
     (30) days after  receipt of Tenant's  notice of a proposed  Assignment,  to
     terminate this Lease. or in the case of a proposed  Assignment of a portion
     of the  demised  premises,  to  terminate  this Lease with  respect to such
     portion.  effective  as of a date not less than thirty (30) days  following
     Landlord's notice of such election. Upon such termination,  Tenant shall be
     relieved from any further liability under thus Lease (regarding the portion
     of the  demised  premises  which  are no  longer  subject  to  this  Lease)
     according after the date of such termination.

                                   ARTICLE 27
                                   ----------

                                     NOTICES

Whenever  under  this  Lease a  provision  is made  for any  demand,  notice  or
declaration  of any kind or where it is deemed  desirable or necessary by either
party to give or serve any such notice,  demand or declaration to the other,  it
shall be in writing and either saved  personally or sent by  registered  mail or
certified mail,  return receipt  requested,  with postage prepaid,  addressed to
Tenant or Landlord, as the case may be, at the address specified as "Address for
Notices" for each in Article 1 of this Lease. Either party may by like notice at
any time and from time to time  designate a different  address to which  notices
shall be sent.  Notice shall be  effective  when  personally  delivered as above
specified.  Notice  deposited  in the mail in the manner  hereinabove  described
shall be effective from and after the expiration of four (4) calendar days after
it is so deposited.

                                   ARTICLE 28
                                   ----------

                      SALE OF DEMISED PREMISES BY LANDLORD

Notwithstanding anything contained herein to the contrary,  Landlord may assign,
in whole or in part, Landlord's interest in this Lease, and may sell all or part
of the  Office  Plaza.  In the  event of any  sale or  exchange  of the  demised
premises by Landlord  and/or an assignment  by Landlord of this Lease,  Landlord
shall be and is hereby  entirely  freed and relieved of all liability  under any
and all of its covenants and obligations contained in or derived from this Lease
arising out of any act,  occurrence or omission relating to the demised premises
or to this  Lease  occurring  after the  consummation  of such sale or  exchange
and/or assignment.

                                   ARTICLE 29
                                   ----------

                                SECURITY DEPOSIT

Upon  execution  of this  Lease,  Tenant  will  deposit  with  Landlord  the sum
specified as "Security Deposit" in Article 1 hereof as security for the full and
faithful performance of every provision of this Lease to be performed by Tenant.
Landlord may commingle the Security  Deposit with Landlord's  other funds.  Said
deposit shall be held by Landlord without obligation or liability for payment of
income from or interest on said deposit.  If Tenant defaults with respect to any
provisions of this Lease,  including but not limited to the provisions  relating
to the payment of any rent or other  charges,  Landlord may use, apply or retain
all or any part of said  deposit for the payment of any rent or other  charge in
default,  or for the payment of any other  amount  which  Landlord  may spend or
become  obligated  to spend by  reason of  Tenant's  default,  or to  compensate
Landlord  for any other loss or damage  which  Landlord may .suffer by reason of
Tenant's default.  If any portion of said deposit is so used or applied,  Tenant
shall,  within ten (10) days after written demand  therefore,  deposit cash with
Landlord  in an amount  sufficient  to restore  said  deposit to the full amount
hereinabove  stated,  and Tenant's dilute to do so shall be a material breach of
this Lease. If Tenant shall fully and faithfully perform every provision of this
Lease  to be  performed  by it,  said  deposit  or so  much  thereof  as has not
theretofore  been  applied by  Landlord,  shall be  returned  to Tenant  (or, at
landlord's  option, to the last assignee of Tenant's interest  hereunder) at the
expiration  of the term  hereof.  The making by Tenant of such  deposit,  or the
application  thereof by Landlord in the manner hereinabove  provided,  shall not
constitute nor be construed as a limitation upon the exercise by Landlord of any
other rights or remedies  provided to Landlord  under the terms of this Lease in
the event of Tenant's  default.  In the event  Landlord  sells the Office Plaza,
then Landlord may assign said deposit t the purchaser of Landlord's  interest in
the  demised  premises  without  liability  to Tenant  and upon such  assignment
Landlord shall be discharged from further liability with respect to such deposit

                                   ARTICLE 30
                                   ----------

                                TITLE OF LANDLORD



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Landlord covenants that as of the date hereof there are no liens upon its estate
other than (a) the effect of  covenants,  conditions,  restrictions,  easements,
mortgages or deeds of trust ground leases,  rights of way, and any other matters
or documents of record  (hereinafter  referred to as the "Agreements");  (b) the
effect of any zoning laws of the City,  County and State where the Office  Plaza
is situated;  and (c) general and special taxes not  delinquent.  Tenant agrees:
(i) that as to its leasehold estate it, and all persons in possession or holding
under it, will  conform to and will not violate the terms of the  aforementioned
Agreement  or said  matters of record;  and (ii) that this Lease is and shall be
subordinate to the Agreement and any amendments or  modifications  thereto,  and
Tenant  further  agrees,  at the option of  Landlord,  to execute  and return to
Landlord  within ten (10) days after  written  demand  therefor by landlord,  an
agreement  in  the  form   provided  by  Landlord   with  said  written   notice
subordinating this Lease to the Agreements.

                                   ARTICLE 31
                                   ----------

                                    NET LEASE

This  Lease  shall be a "Net  Lease  and  Tenant  recognizes  and  acknowledges,
notwithstanding  terms or  provisions  to the  contrary  provided for herein and
without  limiting the generality of the other terms or provisions of this Lease,
that it is the intent of the  parties  hereto  that any and all  rentals in this
Lease provided to be paid by Tenant to Landlord,  shall be net to Landlord,  and
any and all expenses  incurred in connection  with the demised  premises and the
Office Plaza,  or in connection with the operations  thereon,  including but not
limited  to  any   administrative   expenses,   management   services,   outside
professional services, all taxes, assessments,  general or special license fees.
insurance  premiums,  public utility bills and costs of repair,  maintenance and
operation  of the  demised  premises  and the Office,  Plaza and all  buildings,
structures,  roofs, permanent fixtures and other improvements comprised therein,
together with the appurtenances  thereto, shall be paid by Tenant in addition to
the rental provided for herein.

                                   ARTICLE 32
                                   ----------

                         RELOCATION OF DEMISED PREMISES

Intentionally deleted.

                                   ARTICLE 33
                                   ----------

                          HAZARDOUS AND TOXIC MATERIALS

33.1 Hazardous  Materials.  For  purposes of this Lease,  "Hazardous  Materials"
     means any explosives, radioactive materials, hazardous wastes, or hazardous
     substances,  including without limitation  substances defined as "hazardous
     substance." in the Comprehensive Environmental Responses,  Compensation and
     Liability Act of 1980, as amended,  42 U.S.C.  ## 9601.9657;  the Hazardous
     Materials  Transportation Act of 1975, 49 U.S.C. ## 1801-1812; the Resource
     Conservation and Recovery Act of 1976, 42 U.S.C. ## 6901-6987; or any other
     federal,  state, or local statute, law, ordinance,  code, rule, regulation,
     order,  or  decree  regulating,  relating  to.  or  imposing  liability  or
     standards of conduct concerning hazardous  materials,  waste, or substances
     now or at any time hereafter in effect (collectively,  "Hazardous Materials
     laws").

33.2 Notification. Tenant will not cause or permit the storage, use, generation,
     or  disposition  of any  Hazardous  Materials  in, on, or about the demised
     premise,  or  the  Office  Plaza,  by  Tenant,  in  agents.  employees,  or
     contractors.  Tenant  will not permit the  demised  premises  or the Office
     Plaza to be  contaminated  by any  Hazardous  Materials in violation of any
     Hazardous  Materials  Laws.  Tenant  will  immediately  advise  Landlord in
     writing of (i) any and all enforcement cleanup, remedial, removal, or other
     governmental  or regulatory  actions  instituted,  completed,  a threatened
     pursuant  to  any  Hazardous  Materials  Laws  relating  to  any  Hazardous
     Materials  affecting  the  demised  premises:  and (ii) all claims  made or
     threatened  by any third  party  against  Tenant  Landlord,  or the demised
     premises relating to the damage, contribution, cost recovery. compensation,
     loss, or injury resulting form any Hazardous Materials in, on, or about the
     demised premises.

33.3 Indemnification.  Tenant will be solely  responsible  for and will  defend,
     indemnify and hold Landlord, its agents, and employees including attorneys'
     fees and coats, arising out of or in connection with Tenant's breach of its
     obligations in this Article 33. Tenant will be solely  responsible  for and
     will  defend,  indemnify,  and hold  Landlord,  its agents,  and  employees
     harmless  from and  against  any and all claims,  costs,  and  liabilities,
     including  attorneys' fees and costs,  arising out of or in connection with
     the removal,  cleanup,  and  restoration  work and  materials  necessary to
     return  the  demised  premises  to  the  condition  existing  prior  to the
     introduction of Hazardous  Materials by Tenant,  its agents.  employees,  a
     contractors.  Tenant's  obligations  under this Article 33 will survive the
     expiration or other termination of this Lease.

                                   ARTICLE 34
                                   ----------

                                  MISCELLANEOUS

34.1 Negation of  Partnership.  Nothing  herein  contained,  either in method of
     computing rent or otherwise, shall create between the parties hereto, or be
     relied  upon by  others  as  creating,  any  relationship  of  partnership,
     association,  joint venture,  or otherwise.  The sole  relationship  of the
     parties hereto shall be that of landlord and tenant.



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34.2   Applicable  Law.  The  laws of the  State  of  Nevada  shall  govern  the
       validity,  performance and enforcement of this Lease. Should either party
       institute  legal  suit  or  action  for  enforcement  of  any  obligation
       contained  herein,  it is  agreed  that the  venue of such suit or action
       shall be in Clark County, Nevada.

34.3   Gender.  The word  "Tenant"  shall be  deemed  and taken to mean each and
       every  person or party  mentioned  as a tenant  herein,  whether the same
       shall be composed of one (1) or more individuals (a) or entity(ies);  and
       if Tenant shall be comprised of more than one (I)  individual  or entity,
       any notice  required or permitted by the terms of this Lease may be given
       by or to any one (1)  thereof and shall have the same force and effect as
       if given by or to all thereof.  The use of the neuter singular pronoun to
       refer to Tenant shall be deemed a proper reference even though Tenant may
       be an individual,  a partnership,  a corporation or a group of two (2) or
       more individuals, partnerships or corporations. The necessary grammatical
       changes required to make the provisions of this Lease apply in the plural
       sense where there is more than one (1) tenant and to either corporations,
       associations, or individuals, males or females, shall in all instances be
       assumed as though in each case fully expressed.

34.4   Successors.  The terms and  agreements  as  contained in this Lease shall
       apply  to.  run in favor of and  shall be  binding  upon and inure to the
       benefit of the parties hereto,  and their  respective  heirs,  executors,
       administrators,     personal     representatives    and    assigns    and
       successors-in-interest.

34.5   Entire  Agreement.  It is understood that there are no oral agreements or
       representations between the parties hereto affecting this Lease, and this
       Lease  supersedes  representations  and  cancels  any  and  all  previous
       negotiations,  arrangements, brochures, agreements or representations and
       understandings,  if any,  between  the  parties  hereto or  displayed  by
       Landlord to Tenant with respect to the subject matter  thereof,  and none
       thereof shall be used to interpret or construe  this Lease.  There are no
       other  representations or warranties between the parties and all reliance
       with respect to  representations is solely upon the  representations  and
       agreements contained in this document.

34.6   Corporate  Tenant.  In the event Tenant hereunder shall be a corporation,
       the parties  executing this Lease on behalf of Tenant hereby covenant and
       warrant  that the Tenant is a duly  qualified  corporation  and all steps
       have been taken prior to the date hereof to qualify Tenant to do business
       in the State of Nevada and all franchise  and  corporate  taxes have been
       paid to date,  and all future forms,  reports,  fees and other  documents
       necessary  to comply with  applicable  laws will be filed when due.  Each
       individual   executing  this  Lease,  on  behalf  of  said   corporation,
       represents and warrants that he is duly authorized to execute and deliver
       this Lease on behalf of said corporation in accordance with the articles,
       bylaws and properly executed resolution of the Board of Directors of said
       corporation,  that  this  Lease  is  binding  and  obligatory  upon  said
       corporate  Tenant,  and shall  deliver to  Landlord,  upon the  execution
       hereof a corporate resolution,  in the form of Exhibit I attached hereto,
       approving  this  Lease and the  individual(s)  to  execute  this Lease on
       behalf of the Corporation.  The requirements of this Paragraph shall also
       apply should the Tenant be a Limited Liability Company or a Partnership.

34.7   Captions.  The titles of Articles and Sections herein are for convenience
       only and do not in any way define, limit or construe the contents thereof

34.8   Execution of Lease.  The submission of this document for  examination and
       negotiation  does not constitute an offer to lease,  or a reservation of,
       or option for,  the demised  premises;  and this  document  shall  become
       effective and binding only upon  execution and delivery  hereof by Tenant
       and by  Landlord  (or,  when  duly  authorized,  by  Landlord's  agent or
       employee).  No act or omission of any agent of Landlord or of  Landlord's
       broker shall alter, change or modify any of the provisions hereof.

34.9   Waiver of Redemption.  Tenant hereby  expressly waives any and all rights
       of redemption granted by or under any present or future laws in the event
       of Tenant being evicted or dispossessed for any cause, or in the event of
       Landlord  obtaining  possession of the demised  premises by reason of the
       violation by Tenant of any of the covenants and  conditions of this Lease
       or otherwise.

34.10  Severability.  If any  provision of this Lease shall be  determined to be
       void by any court of  competent  jurisdiction,  then  such  determination
       shall not  affect  any other  provision  of this Lease and all such other
       provisions shall remain in full force and effect; and it is the intention
       of the parties  hereto that if any  provision of this Lease is capable of
       two  constructions,  only one,  (1) of which would  render the  provision
       valid, then the provision shall have the meaning which renders it valid.

34.11  Force  Majeure.  Any  prevention,  delay  or  stoppage  due  to  strikes,
       lockouts,  labor  disputes,  acts of God,  inability  to obtain  labor or
       materials or reasonable substitutes therefore, governmental restrictions,
       governmental   regulations'   governmental  controls,  enemy  or  hostile
       governmental action, civil commotion,  fire or other casualty,  and other
       causes beyond the  reasonable  control of the party  obligated to perform
       any  term,  covenant  or  condition  of  this  Lease,  shall  excuse  the
       performance  by such  party  for a period  equal to any such  prevention,
       delay or stoppage  except the  obligations  imposed with regard to rental
       and other charges to be paid by Tenant pursuant to this Lease.




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34.12  Rules and Regulations.  Tenant agrees and covenants to comply with all of
       Landlord's  rules  and  regulations  as set forth in  Exhibit C  attached
       hereto.  Landlord  shall have the right  from time to time to  promulgate
       amendments  and additional  and new rules and  regulations  for the care,
       safety,  maintenance  and  cleanliness  of the demised  premises  and the
       Office Plaza,  or for the  preservation  of good order.  On delivery of a
       copy of such  amendments and additional and new rules and  regulations to
       Tenant,  Tenant  shall  comply with same. A violation of any of the rules
       and regulations shall constitute a default by Tenant under this Lease. If
       there is a conflict between the said rules and regulations and any of the
       provisions of this Lease, the provisions of this Lease shall prevail

34.13  Interest on Unpaid Rent. Except as expressly  provided herein, any amount
       due to Landlord not paid when due shall bear  interest  from the date due
       to the date of payment at the lesser of (i)  eighteen  percent  (l8%) per
       annum; or (ii) the maximum rate allowed by law.  Payment of such interest
       shall not excuse or cure any default by Tenant under this Lease.

34.14  Holding  Over.  In the event Tenant shall hold over the demised  premises
       after the  expiration  of the term hereof  without  the  express  written
       consent of Landlord,  Tenant shall became a tenant at sufferance only, at
       a rental  rate equal to one  hundred  twenty-five  percent  (125%) of the
       Minimum  Monthly  Rental  (which was in effect  immediately  prior to the
       commencement of the hold over period), plus the avenge monthly percentage
       rent,  if any,  paid by Tenant  during the previous  year,  and otherwise
       subject to the terms, covenants,  and conditions herein specified, so far
       as applicable.

34.15  Attorney's  Fees.  In the event  that at any time  after  the due  hereof
       either Landlord a Tenant shall institute any action or proceeding against
       the other  relating  to the  provisions  of this  Lease,  or any  default
       hereunder,  then and in that  event,  the  party not  prevailing  to such
       action  or  proceeding  shall  reimburse  the  prevailing  party  for the
       reasonable  expenses of attorney's  fees and all costs and  disbursements
       incurred therein by the prevailing party,  including without  limitation,
       any such fees,  costs, or disbursements  incurred on any appeal from such
       action or  proceeding.  The  provisions  contained in this Section  34.15
       shall survive the expiration or earlier termination of this Lease.

34.16  Brokers.  In connection  with this Lease,  Tenant warrants and represents
       that it has had no  dealings  with  any  broker  and  that it knows of no
       person who is or might be entitled to a commission, finder's fee or other
       like  payment in  connection  herewith  other  than the  Broker  named to
       Article I and does hereby  indemnify and agree to bold Landlord  harmless
       from and against any and all loss,  liability  and expenses that Landlord
       may incur should such warranty and representation prove incorrect.

34.19  Merchants' or Promotional Fund. Intentionally deleted.

34.18  Mutual  Agency;  Co-Tenant.  Each Tenant hereby  appoints each  remaining
       Tenant as his/her or its agents, representative, and attorney in fact, to
       act for and on behalf of said Tenant with respect to all matters relating
       to,  or  arising  from  this  Lease,  the  tenancy  created  hereby,  the
       obligations  herein set forth,  and the use and  occupancy of the demised
       premises,  specifically including, but not limited to the right to alter,
       modify,  extend,  and  supplement  this Lease,  and the  tenancy  created
       hereunder.

34.19  No  Inducements.  Tenant  warrants and represents that there have been no
       representations  or  statements  of  fact  with  respect  to the  demised
       premises, the Office Plaza, the surrounding area or otherwise, whether by
       Landlord,  as agents  or  representatives,  any lease  broker a any other
       person,  which  representations  or  statements  have in any way  induced
       Tenant to enter this  Lease or which have  served as the basis in any way
       for Tenant's decision to execute this Lease,  except as contained in this
       Lease.  This agency shall continue and is irrevocable at all times during
       the period that the demised premises are occupied by any Tenant.

34.20  No Conditional  Payments.  No payment by Tenant or receipt by Landlord of
       lessor amount than the total of all sums due hereunder shall be deemed to
       be other than an account of the earliest  stipulated  rent, nor shall any
       endorsement or statement on any check, other payments or any accompanying
       letter be deemed an accord  and/or  satisfaction  and Landlord may accept
       such cash and/or  negotiate  such check or payment  without  prejudice to
       Landlord's  right to recover the balance of such rent or pursue any other
       remedy  provided  in this  Lease,  or  otherwise,  regardless  of whether
       Landlord  makes any notation on such  instrument  of payment or otherwise
       notifies Tenant that such  acceptance,  cashing or negotiation is without
       prejudice to any of Landlord's rights.

34.21  No Co-Tenancy  Requirements.  Landlord  reserves the right to affect such
       tenancies in the Office  Plaza as  Landlord,  in the exercise of its sole
       judgment,  shall  determine  to best  promote the  interest of the Office
       Plaza.  Tenant is not relying on the fact,  nor does Landlord  represent,
       that any  specific  tenant or kind of tenant or number of tenants  shall,
       during the term of this Lease,  occupy any space in the Office Plaza, nor
       that any specifieed  percentage of the Office Plaza has  heretofore  been
       leased.

34.2   Office Plaza Name Change.  Landlord reserves the right to change the name
       of the Office Plaza from time to rime during the term of this Lease.




Page 21 of 4l Revised on 7/1/03







<PAGE>



34.23  City Permits and Approvals.  It is mutually  understood and  acknowledged
       that  Landlord  may be seeking the  necessary  permits to  construct  the
       Office  Plaza  from the  proper  governing  agencies.  In the event  that
       Landlord  can not  obtain  permits  for:  (i)  building  and  appurtenant
       improvements;  (ii) site use;  (iii) signs;  and (iv)  driveways,  herein
       collectively  referred to as "permits"  sufficient to enable Landlord (in
       Landlord's  sole  judgment) to construct the Office Plaza,  Tenant agrees
       that landlord may cancel this Lease on thirty (30) days written notice to
       Tenant.  Tenant hereby waives any and all claims against Landlord without
       liability to or by any party upon return of any deposits.

34.24  Acquisition of Properly. Intentionally deleted.

34.25  Tenant Approval.  Prior to the execution of this Lease,  Tenant agrees to
       provide Landlord its financial  statement and other additional  financial
       information  requested by Landlord to ascertain its financial  condition.
       It is mutually  understood  and  acknowledged  that in  consideration  of
       Landlord entering into a lease agreement with Tenant, Landlord is relying
       on Tenants  financial  condition  and as such,  Landlord has the sole and
       absolute right to approve or disapprove Tenant's financial condition, and
       upon said  disapproval,  Landlord  may  terminate  this  Lease on written
       notice  to Tenant  within  ninety  (90) days  after the date of the Lease
       without  liability  to or by any party  and any  money  paid by Tenant to
       Landlord  hereunder shall be returned to Tenant  immediately.  Otherwise,
       this Lease shall be in full force and effect.

34.25  Alternative Security.

       (a)    Landlord shall demand  Alternative  Security If in connection with
              the Guaranty being executed by the Guarantor  simultaneously  with
              this Lease:
                (i)  Landlord,  in  its  sole  judgment,   determines  that  the
                creditworthiness,  economic  strength,  or  financial  status of
                Guarantor falls below a level then acceptable to Landlord; or
                (ii) A bankruptcy proceeding is filed by or against Guarantor.
                (iii) Guarantor breaches the Guaranty;
                (iv)  Guarantor dies or becomes unable to perform such duties as
                required of a Guarantor,

       then,  Landlord may, at any time and upon prior written demand to Tenant,
       require  Tenant to  deliver to  Landlord  within  thirty  (30) days after
       Tenant's receipt of Landlord's demand for:

               (i) Increased Security Deposit to equal the Guaranty, or
               (ii) Letter of Credit to equal the Guaranty; or
               (iii) A new Guaranty from a Guarantor approved by Landlord;

       (b)    Landlord  shall have the option to terminate  this Lease if Tenant
              fails to comply  with  Landlord's  demand  within the time  period
              required.

       (c)    Tenant's Burden. Because Tenant is in the best position to know of
              Guarantors  ability and  capacity to function as a Guarantor it is
              Tenant's   responsibility  to  inform  Landlord  immediately  upon
              Guarantors actual or suspected inability to carry out it's duties.
              Tenant's failure to inform Landlord of any change in circumstances
              with regards to Guarantor is grounds for termination of Lease upon
              Landlord's receipt of such facts.

34.27  Confidentiality.  The terms and conditions of this Lease are confidential
       between the parties  hereto.  Any  disclosure  by Tenant of the terms and
       conditions of this Lease to any third party could have a significant  and
       determination effect upon either both of the parties hereto.

IN WITNESS  WHEREOF,  the parties  hereto have  executed this Lease as indicated
below:

"Landlord":                                    "Tenant"

DURANGO TROP L.L.C.                            AMERICAN VANTAGE COMPANIES
a Nevada limited liability company             a Nevada corporation

By: /s/ Haskel Iny                             By: /s/ Ronald J. Tassinari
   --------------------------------               ---------------------------

Print Name: Haskel Iny                         Print Name: Ronald J. Tassinari

Title: V.P. GREAT AMERICAN HOMES ITS MGR.      Title: CEO & President

Date: 7/9/03                                   Date: 7/9/03




<PAGE>


                                   EXHIBIT A
                                   ---------

                        DESCRIPTION OF DEMISED PREMISES

The demised premises are located in the store and building, at the address
set forth below.
The approximate location of the demised premises is crosshatched on the
following site plan.

SITE PLAN

[graphic ommitted]

IN WITNESS WHEREOF, this approved site plan is executed as of the date of
the execution of the Lease Agreement.

"Landlord":                                    "Tenant"

DURANGO TROP L.L.C.                            AMERICAN VANTAGE COMPANIES
a Nevada limited liability company             a Nevada corporation

By: /s/ Haskel Iny                             By: /s/ Ronald J. Tassinari
   --------------------------------               ---------------------------

Print Name: Haskel Iny                         Print Name: Ronald J. Tassinari

Title: V.P. GREAT AMERICAN HOMES ITS MGR.      Title: CEO & President

Page 23 of 41


<PAGE>

                                   EXHIBIT B
                                   ---------

                             WORK LETTER AGREEMENT

THIS WORK LETTER  AGREEMENT is attached to that certain lease  ("Lease"),  dated
for reference  June 10, 2003,  between  Durango Trop,  LLC and American  Vantage
Companies. All terms not defined herein shall have the meanings set forth in the
Lease.

1.      DESCRIPTION OF LANDLORD'S WORK:

The following is a description of the costruction and limitations of same, which
will be provided by Landlord ("Landlord's Work").

LANDLORD'S  WORK (GRAY SHELL) for which  Landlord is obligated to construct  and
pay:

1.     Exterior   building  walls,   roof,  all  structural   items,   including
       storefront, per Landlord's and Tenant's design and specifications.

2.     A smooth,  flat  concrete  floor slab to receive  Tenant's  finish floor.
       Tenant to pay the cost of utility lines and  undergrounding  for Tenant's
       needs within the Premises.

3.     Demising  partitions or walls,  including  common walls to major tenants,
       will  consist of wood or metal  studs (at  Landlord's  election)  to meet
       local  building and fire codes.  Concrete  tilt-up panels and/or block on
       any walls to be unfinished.

4.     Electrical.  All electrical work not expressly  provided for below, shall
       be part of the Tenant's work:

              A.     Two  hundred  (200) amp three (3) wire power  available  at
                     rear of  Premises.  Panels,  breakers and  distribution  of
                     power are responsibility of Tenant.

5.     Telephone.  Landlord  will  provide  conduit  with  pull-string  from the
       telephone service box (demarcation  point) to the Premises.  Tenant shall
       be responsible  for  distribution  and hook-up of all lines and equipment
       from the demarcation point into and throughout the Premises.

6.     Water and Sewer and Gas lines shall be provided at rear of Pad Building

7.     Standard  aluminum  and glass  storefront,  eight (8) feet or higher  (at
       Landlord's option),  with a single or double-acting  entrance door not to
       exceed a maximum of three (3) feet in width each.

8.     Landlord shall provide Tenant with a $35.00/sf  Improvement  Allowance in
       addition  to Items  1-7 above and shall  cause  Tenant's  Premises  to be
       completed in accordance with the attached floor plan and specifications.

Substantial  Completion of the Landlord's work shall be defined as the date that
the Landlord's  Contractor  receives a Certificate of Completion of the Tenant's
Premises  or the date which  Tenant's  contractors,  if any,  can have access to
commence with Tenant's Work.  Tenant agree to prepare,  or cause to be prepared,
and to submit to  Landlord  three  sets of fully  dimensioned  one-quarter  inch
(1/4") scale drawings showing the layout of the Premises including trade fixture
plans and any other  matters which would affect the  construction  design of the
Premises,  within  thirty  (30)  days  after  the date  that the  Lease is fully
executed.  Said plans shall be in conformity  with the following  description of
"Tenant's Work."

2.     DESCRIPTION OF TENANTS WORK:

The work to be done by Tenants  under the Lease  shall be  provided by Tenant at
Tenant's expense  ("Tenant's Work").  This work shall include,  but shall not be
limited to the purchase and/or  installation and/or performance of the following
(including any and all applicable architectural and engineering fees therefor):

(a)    All construction work in, and improvements to the demised premises, other
       than these itemized in Paragraph I.above.

3.     PROVISIONS FOR COMPLETION OF PLANS AND SPECIFICATIONS AND CONSTRUCTION OF
       STORE:

(a)    General Provisions.
       (1)    Landlord  agrees that it will,  at its own cost and expense  after
              execution of the Lease and as soon as practicable  after the final
              plans and  specifications  with respect  thereto have been adopted
              and approved as herein  provided  (unless  prevented or delayed by
              conditions over which it has no control),  commence forthwith with
              the  erection  of a  building  covering  approximately  all of the
              demised premises.  It is expressly  understood and agreed that the
              demised  premises may constitute a portion of the larger building.
              In the event that prior to commencement of the construction of the

Page 24 of 41 Revised on 7/1/03

<PAGE>

              demised premises or the building of which the demised premises are
              a part,  Landlord  elects not to proceed  with such  construction,
              Landlord  may  terminate  the Lease  upon  thirty  (30) days prior
              written  notice  to Tenant  and both  parties  shall be  forthwith
              released.

       (2)    When  Landlord or  landlord's  architect  has  completed the basic
              shell of the  building  (or if such  drawings  have  already  been
              completed,  then  concurrently  with the  execution of the Lease),
              Landlord  shall  deliver a floor plan of the  demised  premises to
              Tenant showing thereon the columns and other  structural)  work in
              the demised premises.

       (3)    Landlord at its sole cost and expense,  shall construct for Tenant
              an improved shell,  including  storefront,  all in conformity with
              the hereinabove set forth "Description of Landlord's Work." Tenant
              shall  be  responsible,  at  Tenants  sole  cost and  expense,  to
              complete the work  hereinabove  set forth in the  "Description  of
              Tenant's  Work."  Tenant  agrees  to submit  to  Landlord  working
              drawings and specifications prepared by Tenants licensed architect
              and/or engineer, which drawings shall indicate the requirements of
              Tenant's Work under this Exhibit B. Said drawings shall be subject
              to the approval of Landlord  (which may be withheld by Landlord in
              its sole  discretion).  Landlord's  approval  of drawings or plans
              under this Lease or Work Letter shall create no  responsibility or
              liability on the part of Landlord for their completeness,  design,
              sufficiency,  or compliance with all laws,  rules, and regulations
              of  governmental  agencies  or  authorities.  The fees for Tenants
              architect shall be paid by Tenant.

       (4)    Tenant may not install any exterior design, finish or construction
              other than the one that has been  approved by Landlord  (which may
              be withheld by Landlord in its sole discretion).  Tenant shell not
              be  permitted  to  maintain  or place on the  building or upon the
              demised  premises any awnings  except with the written  consent of
              Landlord   (which  may  be   withheld  by  Landlord  in  its  sole
              discretion).

       (5)    If  Tenant  engages  its own  contractor  for the  performance  of
              Tenants  Work,   Tenant   agrees  that  Tenant  shall,   upon  the
              substantial   completion  of  Landlord's  Work  or  if  Landlord's
              contractor is used for both Landlord's and Tenants Work, then upon
              substantial  completion of Landlord's and Tenants Work, accept the
              building in the  condition in which it may then be, and waives any
              right  or  claim  against  Landlord  for  my  cause,  directly  or
              indirectly,  arising out of the condition of the demises premises,
              the  appurtenances  thereto,  the  improvements  thereon  and  the
              equipment  thereof,  and  Tenant  shall  thereafter  save and hold
              harmless  Landlord  from  liability  as  provided  in  the  Lease.
              Landlord  shall not be liable for any latent or patent  defects in
              or about the demised premises.

       (6)    Tenant  agrees at Tenant's  expense to obtain and maintain  public
              liability  and worker's  compensation  insurance,  (and such other
              insurance  as  Landlord  may  require  in  its  sole  discretion),
              adequate  to fully  protect  Landlord  as well as Tenant  from and
              against any and all liability for death of or injury to persons or
              damage  to  property  caused  in or  about,  or by  reason  of the
              construction of Tenants Work.

       (7)    Where  deal plans and  specifications  are in  conflict  with this
              Exhibit B. The provisions Of Exhibit B shall prevail.

       (8)    If Tenant uses its own  contractor for completion of Tenants Work,
              Tenant  agrees  to file for  record in the  office  of the  County
              Recorder of the County wherein the demised premises are situated a
              Notice of Completion, as required by law. Landlord shall file said
              Notice  in  the  event   Landlord's   contractor  is  engaged  for
              completion of Tenants Work.

       (9)    Tenant  hereby  releases  Landlord  from my claim  whatsoever  for
              damages  against  Landlord  for any  delay in the date  which  the
              demised premises shall be ready for occupancy by Tenant.

       (10)   For all  purposes  of this  Exhibit B and the Lease to which it is
              attached,  the  term  "substantial   completion,"   "substantially
              complete,"  "substantially  completed," or words of similar effect
              is defined as follows:
              (i)    In the  event  Tenant  uses  its  own  contractor  for  the
                     performance  of Tenants  Work,  substantial  completion  is
                     defined as the construction of Landlord's Work as set forth
                     in  Exhibit  B to the  point  where  Landlord,  in its sole
                     discretion, determines that Tenants contractor may commence
                     the  construction  of  Tenants  Work as set  forth  herein.
                     Tenant acknowledges that "temporary" electrical power shall
                     be sufficient power for Tenants  contractor to commence the
                     construction of Tenant's Work.

              (ii)   In  the  event  Landlord's   contractor  is  used  for  the
                     performance  of Tenant's  Work,  substantial  completion is
                     defined  as the date on  which  the  Landlord's  contractor
                     notifies both Landlord and Tenant that the demised premises
                     are substantially  complete to the extent of Landlord's and
                     Tenants Work specified in this Exhibit B.


(b)    Construction.

Page 25 of 41 Revised on 7/1/03

<PAGE>

(1)    In the event Landlord  agrees in writing to perform any of Tenant's Work,
       the following procedures and conditions shall apply:
       (i)    Within  forty-five  (45) days after Tenant's  receipt of the floor
              plan for the demised promises, Tenant agrees to submit to Landlord
              four (4) sets of fully  dimensioned  one-quarter inch (1/1") scale
              drawings prepared by Tenant's  architect at Tenant's expense which
              drawings  shall  indicate  the specific  requirements  of Tenant's
              space  and  shall  clearly  show the  interior  partitions,  trade
              fixture  plans,  lighting,  electrical  outlets  and  signs.  Such
              drawings  shall be in conformity  with the  hereinabove  set forth
              "Description  of  Tenant's  Work" The  demised  premises  shall be
              constructed in accordance with said drawings.  Tenant shall insure
              that  such  drawings  comply  with  all  City,  County  and  State
              ordinances,  codes and regulations  relating thereto, and Landlord
              shall not be liable therefor.

       (ii)   The cost of all requirements shown on said drawings that are to be
              paid for by  Tenant  shall  be  estimated  prior  to the  start of
              construction. Tenant shall have the prior right of approval of all
              costs to be borne by Tenant  pursuant  to the  Provisions  of this
              Exhibit B. The entire amount of the  estimated  cost shall be paid
              to Landlord by Tenant prior to  commencement  of  construction  of
              Tenant's Work.

       (iii)  The  aforementioned  drawings are subject to  landlord's  approval
              (which may be withheld by Landlord in its sole discretion) and, if
              approved,  then Tenant shall cause its  architect to prepare final
              plans  and  specifications.  A  complete  copy  thereof  shall  be
              delivered to Landlord  and  Landlord  shall have fifteen (15) days
              thereafter within which to examine and approve the same (which may
              be withheld by Landlord in its sole discretion). Tenant shall make
              any changes to such plans and  specifications as may be reasonably
              requested by Landlord.

       (iv)   Any additional  charges,  expenses,  or costs arising by reason of
              any  subsequent  change,  modification,   or  alteration  in  said
              approved plans and  specifications,  including  architect's  fees,
              shall be at the sole cost and expense of Tenant and Landlord shall
              have the right to demand payment for such change, modification, or
              alteration  prior to its  performance  of any work in the  demised
              premises. No such changes,  modifications,  or alterations in said
              approved plans and  specifications may be made without the written
              consent of Landlord (which may be withheld by Landlord in its sole
              discretion).

       (v)    In  the  event  Tenant  employs  an  architecht   other  than  the
              Landlord's  architect  to prepare the drawings and final plans and
              specifications,  then Tenant shall reimburse Landlord for the cost
              of having Landlord's  architect review Tenant's drawings and final
              plans and  specifications  and to coordinate  same with Landlord's
              Work,  said sum to be paid  within ten (10) days after  Landlord's
              approval of the final plans and specifications.  Said sum does not
              include  fees  payable to any local  governmental  agency for plan
              check and  building  permit,  which sum shall be paid  directly by
              Tenant.

       (vi)   In the event  Tenant  desires to use the  Landlord's  architect to
              prepare  the  drawings  and final plans and  specifications,  then
              Tenant shall pay the fees of Landlord's architect relating to such
              plans and specifications. Said sum shall not include my plan check
              fee nor any fee for a  building  permit  and  shall be paid in the
              manner set forth in Paragraph (v) above.

(2)    In the event Tenant desires to use its own contractor for the performance
       of Tenant's Work, the following procedures and conditions apply:
       (i)    The provisions of subparagraph  (i), (iii),  (iv), (v) and (vi) of
              Paragraph 3(b)(1) above shall be applicable to Tenant

       (ii)   Tenant may secure bids from any bondable contractor for any of the
              work  to be  done by  Tenant  pursuant  to  Exhibit  B;  provided,
              however,  that said bids shall be obtained within twenty (20) days
              from receipt of the bid submitted by Landlord's  contractor in the
              event any of said bids are less than the bid  obtained by Landlord
              from  its  contractor,  Tenant  shall  than  submit  all  bids  to
              Landlord.  Within  fifteen  (15) days after  receipt of said bids,
              Landlord  may elect to have its  contractor  perform the work at a
              cost equal to the lowest bid obtained by Tenant,  and in the event
              of such  election,  shall  notify  Tenant in writing  prior to the
              expiration of said fifteen (15) day period.

       (iii)  Tenants  contractor  shall commence  construction  of Tenants Work
              promptly upon substantial  completion of landlord's Work and shall
              diligently pursue such construction to completion.

       (iv)   It is further understood and agreed that the items set forth below
              shall be  incorporated as "Special  Conditions"  into the contract
              between Tenant and its contractor as follows (with

Page 26 of 41 Revised on 7/1/03

<PAGE>

              a copy of the contract to be  furnished  to the Landlord  prior to
              the commencement of Tenant's Work):

              (a)    Prior to start of Tenants Work,  Tenant's  contractor shall
                     provide  Landlord  with the  construction  schedule in "bar
                     graph" form  indicating the completion  dates of the phases
                     of Tenants Work.

              (b)    Tenant's contractor shall perform said work in a manner and
                     at times which do nor impede or delay Landlord's contractor
                     in the  completion  of Landlord's  Work.  Any delays in the
                     completing of the demised  promises or the  commencement of
                     the minimum annual rental and any damage to any work caused
                     by Tenants contractor shall be at the sole cost and expense
                     of Tenant.

              (c)    Tenant's  contractor shall be responsible for the repair of
                     any damage done by him to other  contractors'  work and any
                     cleanup   work   required   due  to  such   damage,   which
                     specifically  includes access ways to the demised  premises
                     which may be concurrently used by others.

              (d)    Tenant's  contractor shall contain his storage of materials
                     and his  operations  within the demised  premises  and such
                     other space as he may be assigned by Landlord. Should he be
                     assigned space outside the demised premises,  he shall move
                     to such other space as the Landlord  shall direct from time
                     to time to avoid interference with other work.

              (e)    All trash and surplus construction material shall be stored
                     within the demised  premises and shall be promptly  removed
                     from the "Office Plaza."

              (f)    Tenants  contractor  shall  provide  temporary   utilities,
                     portable toilet  facilities and portable  drinking water as
                     required  for  Tenant's  Work and shall  pay to  Landlord's
                     contractor   the  cost  of  any  temporary   utilities  and
                     facilities  provided by  Landlord's  contractor at Tenant's
                     contractor's request.

              (g)    Tenant's  contractor shall notify Landlord and, if required
                     by Landlord,  Landlord's architect of my planned work to be
                     done at my time other than Monday through Friday, 8:00 A.M.
                     to 6:00 P.M.

              (h)    Tenant  and  Tenant's  contractor  shall  comply  with  all
                     applicable  government  codes  and  regulations  (including
                     safety  regulations)   pertaining  to  the  performance  of
                     Tenant's  Work and the  temptation  thereof  by  Tenant  or
                     Tenant's  contractor.  Tenant  shall also  comply  with all
                     applicable  safety  regulations  established  by Landlord's
                     contractor. Tenant further agrees to save and hold Landlord
                     harmless  from any cause  arising from the  performance  of
                     Tenant's  Work.  Prior  to  commencement  of  construction,
                     Tenant  shall  submit to Landlord  evidence of insurance as
                     required by the Lease and this Exhibit B.

              (i)    Tenants  contractor or subcontractors  shall not post signs
                     on any part of the Office Plaza or on the demised premises.

              (j)    Tenant shall assign any and all  warranties  and guaranties
                     provided  by  Tenants   contractor  and  subcontractors  to
                     Landlord immediately upon completion of Tenants Work.

              (k)    Tenant  shall  protect all exterior  surfaces  prior to the
                     commencement of and during construction.  These areas shall
                     include  but are not  limited  to all  landscape  areas and
                     paver(s) or decorative sidewalks.

              (l)    Tenant  shall  contact  the  Landlord  upon  receipt  of  a
                     Certificate  of Occupancy  to perform a final  walk-thru to
                     insure all sections of the lease have been complied with.

IN WITNESS WHEREOF, this Work Letter agreement is executed as of the date of
executution of the Lease Agreement.

"Landlord":                                    "Tenant"

DURANGO TROP L.L.C.                            AMERICAN VANTAGE COMPANIES
a Nevada limited liability company             a Nevada corporation

By: /s/ Haskel Iny                             By: /s/ Ronald J. Tassinari
   --------------------------------               ---------------------------

Print Name: Haskel Iny                         Print Name: Ronald J. Tassinari

Title: V.P. GREAT AMERICAN HOMES ITS MGR.      Title: CEO & President



Page 27 of 41 Revised on 7/1/03

<PAGE>

                                   EXHIBIT C
                                   ---------

                             RULES AND REGULATIONS

The Rules and Regulations  Agreement is entered into as of the date of the Lease
Agreement (the  "Lease"),  by and between the parties named in Article I, and by
this reference is incorporated herein. Landlord hereby establishes the following
rules and  regulations  for the safety,  care and  cleanliness  of (i) the store
areas  thereinafter  referred  to as the  "demised  premises")  of any tenant or
tenant's of the Office Plant (hereinafter referred to at the "Tenant"), (ii) the
common area; and (iii) the Office Plaza in general,  or for the  preservation of
good order:

A. FOR THE STORE AREAS:

1. All floor areas of the demised premises (including vestibules, entrances, and
air returns), doors, fixtures, windows, and plate glass shall be maintained in a
clean, safe and good condition.

2. All trash, refuse, and waste materials shall be stored in adequate containers
and regularly removed from the demised  premises.  These containers shall not be
visible to the general  public and shall not constute a health or fire hazard or
nuisance to any tenant. In the event that any tenant shall fail to remedy such a
health or fire hazard or nuisance  within five (5) days after written  notice by
Landlord,  Landlord  may remedy  and/or  correct  such  health or fire hazard or
nuisance at the expense of the tenant involved.

3. All trash areas shall be fully enclosed.

4. No portion of the demised premises shall be used for lodging purposes.

5. Neither  sidewalks nor walkways shall be used to display,  store or place any
merchandise, equipment or devices, except in connection with sidewalk sales held
with Landlord's prior written approval.

6. No public  telephone,  newsstand,  shoeshine stand,  refreshment,  vending or
other coin  operated  machine  shall be  installed  or placed on the sidewalk or
walkway  area  adjacent  tot the demised  premises or on the common area without
Landlord's prior written approval in each instance.

7. No person or persons shall use The demised  premises or my part thereof,  for
conducting  therein  a  second-hand  store,  auction,  distress  or fire sale or
bankruptcy  sale,  or  "going-out-of-business"  sale  or  "lost-our-lease"  sale
without Landlord's prior written consent.

8. No  portion  of the  demised  promises  shall be used for the  storage of any
merchandise,   materials  or  other  properties,  other  than  those  reasonably
necessary for the operation of a tenant's business.

9. No display area of their demised premises shall be left vacant,  and a tenant
shall not black out or otherwise  obstruct the windows of the demised  premises,
without Landlord's prior written consent. '

10.  Except  as  specifically  provided  in the Lease to which  these  Rules and
Regulations are attached,  no sign,  placard,  picture,  advertisement,  name or
notice  shall be  installed or displayed an any part of the outside or inside of
the building or storefront  without prior written consent of Landlord.  Landlord
shall have the right to remove, at Tenant's expense and without notice, any sign
installed or displayed in violation of this rule.

11. Landlord shall have the absolute right to enter upon the demised premises to
perform such cleaning and clearing of the pipes and drains servicing the demised
premises (including roto-rooter service), as Landlord shall dreem necessary. The
Tenant  shall pay  Landlord  for all such  required  services  if the problem is
caused by Tenant's operation of its business.

12. Any Tenant  operating a carry-out  food  operation,  including any ice cream
store,  shall pay Landlord for all sidewalk and walkway  clea-up work (including
without limitation steam cleaning) that Landlord shall determine is necessary to
preserve the sanitation, cleanliness, clean appearance, and safety of the Office
Plaza.  Tenant  shall be  responsible  for a clean-up  area of not less than one
hundred feet (100') in radius from their  entrance(s)  to the demised  promises.
The Tenant  involved  shall pay Landlord for this cost with the next  succeeding
months rent.

13. Upon notice from  Landlord that  objectionable  odors have been emitted from
the Premises, and/or that landlord has received reasonable complaints concerning
objectionable odors being omitted from the Premises from any tenant,  invitee or
other visitor to the Office Plaza,  Tenant shall,  at its sole cost and expense,
use its best efforts to abate the emission of objectionable  odors being emitted
from the Premises as shall be directed by  Landlord,  in  Landlord's  reasonable
discretion, including but not limited to the installation, at Tenant's sole cost
and  expense,  of  automatic   ventilation   equipment,   and/or  including  the
installation  of a draft  stop  extending  to the  roof on all  demising  walls.
Furthermore,  all exhaust fans must be vented at a height that extends above the
level of the neighboring  stores' heating and air  conditioning  vents,  but not
above  the  parapet  line and not to be  visible  from the  Office  Plaza or the
adjacent properties.

14.  Landlord  shall  approve the weight,  size and  location of safes and other
heavy  equipment and articles in or about the demised  premises,  and to require
that all such items which are to be moved in and out of the demised premises to

Page 28 of 41 Revised 7/1/03

<PAGE>

be done only at such  times  and in such  manner as  landlord  shall  reasonably
direct in writing.  Landlord shall not be responsible  for loss or damage to any
such safe or personal property from any cause, and all damage done to the Office
Plaza by Tenant moving or maintaining  any such safe or personal  property shall
be repaired at the expense of the tenant.

B. FOR THE COMMON AREAS:

1. Use of the  common  area  shall be in an orderly  manner in  accordance  with
directional  or other signs or guides.  Roadways shall not be used at a speed in
excess of ten (10) miles per hour and shall not be used for parking or stopping,
except for the immediate  loading or unloading of passengers.  Walkways shall be
used only for pedestrian travel.

2.  Customers  and  invitees  of  Tenants  shall not use the  parking  areas for
anything but parking motor  vehicles.  No tenant or its employees  shall park in
the visitors  parking areas if an employee  parking area has been  designated by
the Landlord. All motor vehicles shall be parked in an orderly manner within the
painted lines defining the  individual  parking  places.  During peak periods of
business  activity,  Landlord  may impose any and all  controls  landlord  deems
necessary to operate the parking lot,  including  but not limited to, the length
of time for parking use.

3. No person  shall use any utility  area,  truck  loading  area,  or other area
reserved for use in  conducting  business,  except for the specific  purpose for
which permission to use these areas has been given.

4.  Without the consent of the  Landlord,  no person shall use any of the common
area for,

a. Vending,  peddling,  or soliciting  orders,  for sale or  distribution of any
merchandise, device, service, periodical, book, pamphlet, or other matter;

b. Exhibiting any sign, placard, banner, notice, or other written material;

c.  Distributing  any circular,  booklet,  handbill,  placard,  or other written
material;

d.  Soliciting  membership  in  any  organization,   group  or  association,  or
soliciting contributions for any purpose;

e. Parading, patrolling,  picketing,  demonstrating, or engaging in conduct that
might  interfere with the use of the common area or be detrimental to any of the
business establishments in the Office Plaza;

f.  Using  the  common  area  for  any  purpose   when  none  of  the   business
establishments in the Office Plaza are open for business;

g.  Discarding  any paper,  glass,  or  extraneous  matter of any kind except in
designated receptacles;

h. Using a  sound-making  device of any kind or making or  permitting  any noise
that is annoying. unpleasant, or distasteful;

i. Damaging my sign,  light  standard,  fixture,  landscaping  material Or other
improvement or property within the Office Plaza.

The above listing of specific prohibitions is not intended to be exclusive,  but
is  intended  to  indicate  the manner in which the right to use the common area
solely  as a means  of  access  and  convenience  in  shopping  at the  business
establishments in the Office Plaza is limited and controlled by Landlord.

C. IN GENERAL:

1. No pets, except seeing eye dogs, shall be allowed in or about the store areas
or common areas of the Office Plaza, without Landlord's prior written Approval.

2. All tenants  and their  authorized  representatives  and  invitees  shall not
loiter in the  parking  or other  common  areas that any tenant has the right to
use;  nor  shall  they  in any  way  obstruct  the  sidewalks,  entry  passages,
pedestrian passageways, driveways, entrances and exits; they shall use them only
as ingress to and egress from their work areas.

3. Tenants and their  authorized  representatives  and invitees  shall not throw
cigar or cigarette  butts or other  substances or litter of any kind in or about
the buildings of the Office Plaza,  except in receptacles  placed in it let that
purpose.

4. The toilet rooms, toilets, urinals,  washbowls, and other apparatus available
to Tenants shall not be used for any purpose other than that for which they were
constructed. No foreign substances of my kind shall be thrown into them, and the
expense of any breakage, stoppage, or damage shall be paid by the Tenants.

5. Landlord  shall not be  responsible  to any Tenant or to any other person for
the  non-observance  or  violation of these rules and  regulations  by any other
Tenant or other person. All Tenants shall he deemed to have read these rules and
regulations  and to  have  agreed  to  abide  by them as a  condition  to  their
occupancy of the space leased.

Page 29 of 41 Revised on 7/1/03

<PAGE>

6. Tenant shall not place any outdoor seating, furniture,  landscape, or pots of
any kind  whatsoever,  nor shall  Tenant place or cause to be placed any outdoor
Kiosks or signage or anything else in or on the exterior  portion of the Tenants
space without the prior written consent of the Landlord.

IN WITNESS WHEREOF this Rules and Regulations Agreemeat is executed as of
the execution of the Lease Agreement.

"Landlord":                                    "Tenant"

DURANGO TROP L.L.C.                            AMERICAN VANTAGE COMPANIES
a Nevada limited liability company             a Nevada corporation

By: /s/ Haskel Iny                             By: /s/ Ronald J. Tassinari
   --------------------------------               ---------------------------

Print Name: Haskel Iny                         Print Name: Ronald J. Tassinari

Title: V.P. GREAT AMERICAN HOMES ITS MGR.      Title: CEO & President


Page 30 of 41 Revised 7/1/03

<PAGE>

                                   EXHIBIT D
                                   ---------

                           STOREFRONT SIGN AGREEMENT

1.     Signs shall consist of individually mounted nOn-illuminated gator foam or
       similar plastic faces.

2.     Prior to  fabrication  of signs,  three (3) prints of the  complete  sign
       plans and  installation  plans must be submitted to Landlord or agent for
       approval.

3.     There will be no exceptions to the sign criteria  without written consent
       of Landlord.

4.     No  sign,  placard,  picture,  advertisement,  name or  notice  shall  be
       inscribed,  displayed  or  printed  or  affixed  on or to any part of the
       outside or inside of the  demised  premises or Office  Plaza  without the
       written consent of Landlord.  Landlord shall have the right to remove any
       such sign,  placard  picture,  advertisement,  name,  or notice  shall be
       inscribed without notice to and at the expense of the Landlord.

5.     All  approved  signs or  lettering  on doors shall be  printed,  painted,
       affixed,  or inscribed at the expense of the Tenant by a person  approved
       by Landlord.

IN WITNESS WHEREOF this Storefront Sign Agreement is executed as of the date
of execution of the Lease Agreement.

"Landlord":                                    "Tenant"

DURANGO TROP L.L.C.                            AMERICAN VANTAGE COMPANIES
a Nevada limited liability company             a Nevada corporation

By: /s/ Haskel Iny                             By: /s/ Ronald J. Tassinari
   --------------------------------               ---------------------------

Print Name: Haskel Iny                         Print Name: Ronald J. Tassinari

Title: V.P. GREAT AMERICAN HOMES ITS MGR.      Title: CEO & President

Page 31 of 41 Revised 7/1/03

<PAGE>

                                   EXHIBIT E
                                   ---------

                        ESTOPPEL CERTIFICATE ("sample")

The  undersigned,  as Tenant under that Lease ("Lease") dated for reference June
10, 2003, made with Durago Trop, LLC, as Landlord, hereby certifies as follows:

(1)    That the undersigned  has entered into occupancy of the demised  premises
       described in said Lease;

(2)    That said Lease is in full  force and  effect and has not been  assigned,
       modified,   supplemented  or  amended  in  any  way,  except  as  follows
       _______________;

(3)    That the same represents the entire  agreement  between the parties as to
       said Lease;

(4)    That the Lease Commencement Date of said Lease is____________;

(5)    That there is an expired term hereunder of __ months.

(6)    That  all  conditions  of said  Lease to be  performed  by  Landlord  and
       necessary to the enforceability of said Lease have been satisfied;

(7)    That there are no uncured defaults by either Tenant or Landlord threunder

(8)    That no rents have been  prepaid,  other than as  provided in said Lease;
       and

(9)    That on this date there are no  existing  defenses  or offsets  which the
       undersigned has against the enforcement of said Lease by Landlord;

(10)   That the  Minimum  Monthly  Rental is  currently  $____ and has been paid
       through ______________;

(11)   That the monthly cost of Tenants Share of monthly Common Area Expenses is
       currently $____________;

(12)   That the amount of the  security  deposit  held by Landlord is  currently
       $__________;

The undersigned  hereby agrees to disclaim all right,  title or interest in said
demised  premises  except the rights  granted by said Lease;  and to give to the
holder of any mortgage affecting the demised premises, or its assignee, the same
right as the  Landlord  has to cure any default  complained  of in any notice or
demand.  All terms not otherwise defined herein shall have the meaning set forth
in the Lease.

Executed this ____ day of _____, 200_.

"Tenant":

American Vantage Companies
a Nevada corporation

By:
Print Name:
Title:

Page 32 of 4l Revised 7/1/03

<PAGE>

                                   EXHIBIT F
                                   ---------

               TENANT NOTICE OF SUBSTANTIAL COMPLETION ("sample")

Date:____________________________________-

To:_______________________

RE: DELIVERY OF POSSESSION.

Notice is hereby  given as of the date  hereof to  American  Vantage  Companies,
tenant under that certain Lease  Agreement dated June 10, 2003, that the demised
premises  located at 4735 S. Durango  Drive,  Suite 102 (# to be  verified)  are
substantially completed with respect to Landlord's obligations therefor.

"Landlord":                                    "Tenant"

DURANGO TROP L.L.C.                            AMERICAN VANTAGE COMPANIES
a Nevada limited liability company             a Nevada corporation

By: /s/ Haskel Iny                             By: /s/ Ronald J. Tassinari
   --------------------------------               ---------------------------

Print Name: Haskel Iny                         Print Name: Ronald J. Tassinari

Title: V.P. GREAT AMERICAN HOMES ITS MGR.      Title: CEO & President


Page 33 of 4l Revised 7/1/03

<PAGE>

                                   EXHIBIT G
                                   ---------

                              POLE SIGN AGREEMENT

Tenant agrees to pay a monthly fee for the right to use a designated  portion of
Landlord's Pylon sign for advertising Tenant's business within the Office Plaza.
Such sign  shall  comply  with the sign  criteria  as stated in Article 7 of the
Lease end  Exhibit D attached  thereto.  Tenant  shall pay all costs for design,
construction, permits and installation.

This use fee shall be $75.00  per month for two (2) signs (one (1) per each side
of a single  Pylon).  In the  event  Tenant  requires  a larger  sign  space and
provided there is sufficient space available, the use fee shall be multiplied by
the number of spaces requested.  Tenant further agrees that this amount shall be
separate  from the monthly  rent payment  provided  for in Paragraph  5.1 of the
lease, but shall be subject to all other applicable provisions within the Lease,
and shall be paid to Landlord  along with the  monthly  rental  payment.  In the
event Tenant fails to make any monthly rental  payment when due.  Landlord shall
then notify Tenant that Tenant has five (5) days to cure this breach.  If Tenant
then fails to cure such breach,  Landlord may, at Landlord's  option,  terminate
this agreement and remove Tenant's sign from Pylon. Landlord shall be indemnifed
by Tenant for any and all damage which may occur to Tenant's sign as a result of
Landlord's  removal of said sign.  Landlord  shall then promptly  return sign to
Tenant's possession.

Additionally,  Tenant's use of the space on the Pylon shall be far a term of one
(1) year,  and may be  renewed  for  successive  additional  one (1) year  terms
corresponding  to Tenant's  Initial  Term as  specified  in the Lease,  with the
consent of the Landlord.  Landlord  reserves the right to relocate Tenant's sign
on the  Pylon  and  Landlord  shall  pay any and all  cost  incurred  with  such
relocation.

Tenant shall furnish Landlord with a copy of Tenant's proposed sign, which shall
be subject to  Landlord's  sole approval or  disapproval,  including but without
limitation, style and size of letters, color, dimensions,  lighting criteria and
exact location of placement on the Pylon sign.

Tenant  acknowledges  that because of space and size  limitations and Pylon size
dimensions,  Tenant's  requesting  use of the  Office  Plaza  Pylon  may  not be
permitted to place their individual sign an a particular pylon location of their
choice, but Landlord will use it's best efforts to accommodate Tenant's request.


               Total signs: 0 x $75.00 per sign pa month = $0.00

                               [graphic omitted]

DURANGO TROP L.L.C.                     AMERICAN VANTAGE COMPANIES
a Nevada limited liability company      a Nevada corporation

By: /s/ Haskel Iny                     By: /s/ Ronald J. Tassinawi
   --------------------------------        ---------------------------

Print Name: Haskel Iny                 Print Name: Ronald J. Tassinawi

Title: V.P. GREAT AMERICAN HOMES ITS MGR.  Title: CEO & President


Page 34 of 41 Revised on 7/1/03

<PAGE>

                                    EXHIBIT H
                                    ---------

             GUARANTY OF LEASE (Corporate Guaranty of Tenant only)

Intentionally deleted.

Page 35 of 41 Revised 7/1/03

<PAGE>



                                   EXHIBIT I
                                   ---------

                        CORPORATE RESOLUTION ("sample")

Tenants resolution to be attached to lease


I, the  undersigned,  __________________________________________________________
hereby  certify that I am and at all times  mentioned  herein have been the duly
elected  and  acting  Secretary  of  ________________________,  a_______________
corporation, and that at a  ___________________________  meeting of the Board of
Directors of said  corporation duly held on  _______________,  ________________,
the following resolution was adopted:

RESOLVED.  that said corporation is authorized to lease from 9295 Flamingo, LLC,
space consisting of  approximately  3000 square feet, at Crystal Palace Shopping
Center for a term of five years at a minimum monthly rental of $6600 upon all of
the terms  and  conditions  contained  in the lease  attached  hereto  with such
amendments and  supplements,  thereto as may be agreed upon by the officer(s) of
this corporation hereinafter named; and

RESOLVED,   FURTHER,   that    __________________________________________-   the
_____________________________________________ (Executive Vice) President of this
corporation and/or _____________________________ the regular/assistant Secretary
of this  corporation,  be and they hereby are authorized and directed to execute
end  deliver  (either  acting  alone or acting in concert) in the name of and on
behalf of this  corporation  the lease and such other  documents and instruments
related or  incidental  thereto as the said  officer(s)  may deem  necessary  or
convenient in his/ her full  discretion in order to carry out the intent of this
resolution.

I hereby certify that said resolution has not been modified or amended and is in
full force and effect as of the date hereof.

IN  WITNESS  WHEREOF,  I  have  executed  this  certificate  on  this  __ day of
___________, _____.



_____________________________
"Secretary"

Page 36 of 41 Revised 7/1/03

<PAGE>



                                   EXHIBIT J
                                   ---------

                  DUTIES OWED BY A NEVADA REAL ESTATE LICENSEE
            This form doees not constitute a contract for services.

In Nevada, a real estate license can (1) act for only one party to a real estate
transaction,  (2) act for more than one party to a real estate  transaction with
written  consent  of  each  party,  or (3) if  licensed  as a  broker,  assigned
different licenses affiliated with the broker's company to separate parties to a
real estate transation. A licensee, acting as an agent, must act in one of these
capacities in every real estate  transaction.  If this form is used for a lease,
the term  Seller  shall  mean  Landlord/Lessor  and the term  Buyer  shall  mean
Tenant/Lessee.

LICENSEE: The licensee in the real estate transaction is Hillary Stoltz ___
("Licensee)  whose  license  number is  26738     The licensee is acting for the
                                       ---------
landlord.

BROKER: The broker in the real estate transaction is Hillary Stoltz ___

("Broker"),  whose  company  is Las Vegas  Valley  Commercial  Brokers,  LLC ___
("Company").

        A NEVADA REAL ESTATE LICENSE IN A REAL ESTATE TRANSACTION SHALL:

1.   Disclose  to  each  part  to  the  real  estate   transaction  as  soon  as
     practicable:
     a)   Any material and relevant  facts,  data or information  which Licensee
          knows,  or which by the  exercise  of  reasonable  care and  diligence
          licensee  should  have know,  relating  to the  property  which is the
          subject of the real estate transaction.
     b)   Each source from which Licensee will receive  compensation as a result
          of the transaction.
     c)   That Licensee is a principal to the  transaction  or has an interested
          in a principal transaction.
     d)   Any changes in Licensee's  relationship  to a party to the real estate
          transaction.
2.   Disclose, if applicable, that Licensee is acting for more than one party to
     the  transaction.  Upon making such disclosure the Licensee must obtain the
     written  consent  of each party to the  transaction  for whom  Licensee  is
     acting  before  Licensee may continue to act in  Licensee's  capacity as an
     agent.
3.   Exercise  reasonable skill and care with respect to all parties to the real
     estate transaction.
4.   Provide this form to each party to the real estate transaction.
5.   Not disclose, except to the Broker,  confidential information relating to a
     client.
6.   Exercise  reasonable skill and care to carry out the terms of the brokerage
     agreement and to carry out  Licensee's  duties  pursuant to the term of the
     brokerage agreement.
7.   Not disclose confidential information relating to a client for 1 year after
     the revocation or termination of the brokerage  agreement,  unless Licensee
     is  required  to do so by  order  of the  court.  Confidential  information
     includes,  but is not limited to the client's motivation to purchase,  sell
     or trade and other information of personal nature.
8.   Promote the interest o his client by:
     a)   Seeking a sale, lease or property at the price and terms stated in the
          brokerage agreement or at a price acceptable to the client.
     b)   Presenting  all  offers  made  to or  by  the  client  as  soon  as is
          practable.
     c)   Disclosing   material  facts  of  which  the  licensee  has  knowledge
          concerning the transaction.
     d)   Advising  the  client to obtain  advice  from an  expert  relating  to
          matters which are beyond the expertise of the licensee.
     e)   Accounting for all money and property  Licensee receives (in which the
          client may have an interest) as soon as is practicable.
9.   Not deal with any party to a real estate  transaction in a manner  which is
     deceitful, fraudulent or dishonest.
10.  Abide by all duties responsibilities and obligations  required for Licensee
     in chapters 119, 119B, 645, 645A, and 645C of the NRS.

--------------------------------------------------------------------------------

I/We acknowledge receipt of this list of licensee duties, and have read and
understood this disclosure.


/s/ illegible                           /s/ illegible     9 July 03     0920
-----------------  -------   -------   -----------------  -------     ---------
Seller/Landlord      Date      Time       Buyer/Tenant      Date         Time

--------------------------------------------------------------------------------
             CONFIRMATION REGARDING REAL ESTATE AGENT RELATIONSHIP

This form does not constitute a contract for services.


Property Address

4735 S. Durango Drive, Suite __, Las Vegas, NV 09147 (Suite # to be determined
upon issue of building permits for Tenant's premises)

In the event any part to the real  estate  transaction  is also  represented  by
another licensee who is affiliated with the same Company,  the Broker may assign
a licensee to act for each party,  respectively.  As set forth within the Duties
Owed form, no confidential information will be disclosed.

This is [] is not [X] such a transaction.

--------------------------------------------------------------------------------
I/We confirm the duties of a real estate licensee of which has been presented
and explained to me/us.
                    My/Our representative's relationship is:
--------------------------------------------------------------------------------
Hillary Stoltz                         |  Karl Rogers
                                       |
--------------------------------------------------------------------------------
                                       |
Is the AGENT of                        | Is the AGENT of
                                       |
[X] Seller/Landlord Exclusively (2)    | [X] Buyer/Tenant Exclusively (3)
[ ] Buyer/Tenant Exclusively (3)       | [ ] Seller/Landlord Exclusively (2)
[ ] Both Buyer/Tenant and              | [ ] Both Buyer/Tenant and
Seller/Landlord (1)                    | Seller/Landlord (1)
                                       |
--------------------------------------------------------------------------------
(1)  IF LICENSEE IS ACTING FOR MORE THAN ONE PARTY IN THIS TRANSACTION, you will
     be  provided  a  Consent  to Act form for your  review,  consideration  and
     approval  or  rejection.   A  licensee  can  legally   represent  both  the
     Seller/Landlord  and  Buyer/Tenant  in a  transaction,  but  ONLY  with the
     knowledge and written consent of BOTH the Seller/Landlord and Buyer/Tenant.

(2)  A  licensee  who is  acting  for the  Seller/Landlord  exclusively,  is not
     representing  the Buyer/Tenant and has no duty to advocate or negotiate for
     the Buyer/Tenant.

(3)  A  licensee  who  is  acting  for  the  Buyer/Tenant  exclusively,  is  not
     representing the  Seller/Landlord and has not duty to advocate or negotiate
     for the Seller/Landlord.

--------------------------------------------------------------------------------
LAS VEGAS VALLEY COMMERCIAL BROKERS, LLC | TRU-WEST REALTY INC.
                                         |
 -------------------------------------   |  -----------------------------
   Seller's/Landlord's Company           |    Buyer/Tenant's Company
                                         |
 by /s/ Hillary Stolts                   |   by
 -------------------------------------   |  -----------------------------
      Licensed Real Estate Agent         |   Licensed Real Estate Agent
    7-1-03         11:00 am              |
 -------------   -----------------       |  -------------    --------------
    Date             Time                |     Date               Time
--------------------------------------------------------------------------------




        /s/ illegible                              /s/ illegible
---------------------------------------     -----------------------------------
       Seller/Landlord                             Buyer/Tenant

                                             9 July 03            09 20
-----------------  --------------------     -------------  -------------------
       Date              Time                   Date               Time



Page 37 of 41 Revised on 7/1/03

<PAGE>

                                   EXHIBIT K
                                   ---------

                                OPTIONS TO RENEW

As further consideration for Tenant'S performance of all obligations  hereunder,
Tenant  shall have the option to renew this Lease for one or more of the Renewal
Terms specified in Section 1.1(j) and 3.1 (c) of the Lease,  upon the same terms
and  conditions of the Lease except as herein set forth,  provided the following
conditions are satisfied ("Option to Renew"):

A. The option for each Renewal Term is exercised by the Tenant.  Tenant can only
assign this Lease and each option for each Renewal Term upon the  conditions set
forth in Article 26 of the Lease

B. Tenant is not then in default, and has not been in default of any obligation,
covenant  or  provision  of this Lease for a period of  twenty-four  (24) months
prier to the exercise of each option for each renewal term.

C. Tenant  shall have given  Landlord  written  notice of  Tenant's  election to
exercise  each  option at least  one  hundred  eighty  (180)  days  prior to the
expiration  of the current term of this Lease.  Only one option may be exercised
at  a  time  in  this   fashion.   No  Renewal  Term  shall   become   effective
(notwithstanding  when Tenant  exercises the option for such Renewal  Term),  if
Tenant is in default of any of the terms or  conditions of the Lease and has not
used due diligence to correct any default in the time period covered.

D. The renewal of this Lease pursuant to each option shall not carry with it any
fuller right or option to renew this Lease.

E.  Tenant  shall  have  the  option  to  extend  this  Lease  for  only two (2)
consecutive  terms of three (3)  years  each and  Renewal  Term  shall  commence
immediately  following the expiration of the previous term hereof.  Each year of
the  Renewal  Term  shall be on the same  terms,  conditions  and  covenants  as
provided  for herein as to the Initial Term except that the minimum rent payable
during such Renewal Term shall be at the existing Fair Market Rate of comparable
space as of the date of renewal (but not less than the minimum  rent,  including
adjustments  thereto,  payable with respect to the final year of the immediately
preceding  term).  Failure by Tenant to notify Landlord of Tenant's  election to
exercise any renewal  option herein granted within the time limits set forth for
each exercise shall constitute a waiver of such option.

F. The Minimum  Rent for the option  period is stated in Section 3.1 (c) of this
Lease.

"Landlord":                                    "Tenant"

DURANGO TROP L.L.C.                            AMERICAN VANTAGE COMPANIES
a Nevada limited liability company             a Nevada corporation

By: /s/ Haskel Iny                             By: /s/ Ronald J. Tassinari
   --------------------------------               ---------------------------

Print Name: Haskel Iny                         Print Name: Ronald J. Tassinari

Title: V.P. GREAT AMERICAN HOMES ITS MGR.      Title: CEO & President

Page 38 of 4l Revised 7/1/03

<PAGE>

                                   EXHIBIT L
                                   ---------

                          NOTICE OF NONRERPONSIBILITY
                          ---------------------------
                                 (NRS 108.234)

                               DURANGO COURTYARDS
                               ------------------

NOTICE IS HEREBY GIVEN THAT:

1. Durango Trop, LLC, a Nevada limited liability company is the owner of certain
property located on the County of Clark, State of Nevada, described as follows:

4735 S.  Durango  Drive,  Suite 102,  Las  Vegas,  Nevada  89147  (Suite # to be
verified upon issue of building permits) (AMERICAN VANTAGE COMPANIES, Tenant)

2. The owner has obtained knowledge of construction, alteration or repair of the
real property described herein.

3. Three (3) days have not elapsed since the owner obtained this knowledge.

4. The owner will not be responsible for the  Improvement,  alteration or repair
or for the  materials or labor used or to be used on said  building or land upon
which it is situated.

                                             Durango Trop, LLC
                                             a Nevada limited liability company


                                             BY: /s/ HASKEL INY
                                                -------------------------------
                                             FOR: GREAT AMERICAN HOMES
                                             ITS: MANAGING MEMBER


STATE OF NEVADA    )
                   )   ss:
COUNTY OF CLARK    )

HASKEL INY, being duly sworn, deposes and says;

That he is the owner of the real property described herein; that he has reed
the foregoing Notice of NonResponsibility, knows the contents thereof and
states that the same is true of his own knowledge, except for those matters
therein contained stated upon information and belief, and as to those
matters, he believes them to be true.

                                             Durango Trop, LLC
                                             a Nevada limited liability company


                                             BY: /s/  HASKEL INY
                                                -------------------------------
                                             FOR: GREAT AMERICAN HOMES
                                             ITS: MANAGING MEMBER


STATE OF NEVADA    )
                   )   ss:
COUNTY OF CLARK    )

On ________ before me, the  undersigned,  a Notary Public in and for said County
and  State,  potentially  appeared  HASKEL  INY,  known  to me to be the  person
described in and who executed the foregoing  instrument,  who acknowledged to me
that he executed the same freely and  voluntarily  and for the uses and purposes
therein mentioned.

        WITNESS my hand and official seal.
                                          -----------------------------
                                          NOTARY PUBLIC

When recorded return to:

Great American Capital
8887 W. Sahara Avenue, Ste. 201
Las Vegas, NV, 89117-5830

Page 39 of 41 Revised 7/1/03

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                                   EXHIBIT M
                                   ---------

         STOREFRONT SIGN INSTALLATION AGREEMENT / CONTRACTOR ATTACHMENT
                    QUALIFICATION LIST FOR SIGNAGE COMPANIES

Date:_________________

Project Name: DURANGO COURTYARDS                Tenant Unit #:______________

Tenant Name: American Vantage Companies         Contact:____________________

Sign Company: ____________________              Representative: _____________


1) Sign installer and sign company shall protect all stucco surfaces (including,
but not  limited  to:  walls,  soffits,  popouts,  and any  other  architectural
details)  during signage  installation  from any scratching,  denting,  pressure
marks, paint damage, or my other damage to finished surfaces.

2) Installer is aware of the fact that the popout  details on the  buildings are
of foam based material,  covered with a thin layer of stucco. These pop-outs are
soft and  therefore  can be  damaged  easily.  Extra  care shall be taken by the
installer to proteet these surfaces.  As an example,  NO LADDERS SHALL BE PLACED
AGAINST THESE SURFACES and these are NOT in my way capable of supporting a human
body.

3) While  drilling ANY surface on the  building,  installer and Sign Company are
responsible to clean ANY AND ALL leftover drilling dust and debris. All areas on
the  building  where  drilling  occurs,  shall be brushed  clean and WASHED with
plenty of water as not to leave my water and dust marks anywhere  (including all
shelves, windowsills, floors, pop-outs and architectural details, etc.)

4) Installer is aware to the fact that the interlocking paver bricks ("pavers"),
which are used on the ground,  are an expensive  finished surface.  This surface
MUST be protected  during sign  installation.  These pavers DO NOT have the same
cleaning  abilities  as concrete  and are very  difficult  to maintain  and keep
clean. It is the  responsibility  of the sign installer to keep the pavers clean
and protected during  installation;  whereas said contractor will be held liable
for any damages therein.

5) Sign company  shall not  fabricate  and/or  install any signs  without  prior
written approval from Great American Capital ("GAC").  Two COLOR copies shall be
submitted  with my proposal  as per  samples  available  from our  offices.  Any
questions should be directed to Jennifer Roberts at 702-253-5751, x 233.

6) Sign company is aware of the fact that Great American  Capital does not allow
start and stop or any other partial installation.  Sign Company,  after approval
from  developer,  shall fabricate the sign and ONLY after the sign is completely
fabricated  and ready it will be  installed  on-site.  No partial  signs will be
allowed to be installed.  Sign Company must provide an installation commencement
date in order for GAC to monitor installation.

7) Sign Company shall tender a deposit with Great  American  Capital  before any
approvals will be given.  Deposit will be held by Great  American  Capital until
the  sign   installation   is   completed,   then  checked  and  approved  by  a
representative  of GAC. All damage to any  structures  or the  surrounding  area
shall be deducted  from said  deposit.  Such deposit will be calculated on a per
square foot basis  according  to the size of the store at $0.50 per square foot.
However, any spaces exceeding 8,000 square feet will have a fixed deposit amount
of $3,000.00.

8) Only  licensed  and insured sign  companies  will be allowed to work on GAC's
developments. It is the Tenant's responsibility to verify those stipulations and
enforce this requirement.

                         THESE TERMS ARE NON-NEGOTIABLE

AGREED AND ACCEPTED:

Signature of Tenant: ______________________             Dated: ____________
         Print Name: _______________________
         Name of Business:__________________

Signature of Sign Company Rep: _________________        Dated:
         Print Name: __________________________
         Name of Business: _____________________

Page 40 of 41 Revised 7/1/03

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                                   EXHIBIT N

      STANDARD PROCEDURE FOR DISTRIBUTION OF TENANT IMPROVEMENT ALLOWANCE


The following  procedure in the standard  procedure  employed by Great  American
Capital to disburse  any Tenant  Improvement  Allowance  specified  within lease
documents.


Alternative I

     Great American  Capital will make a lump sum payment directly to the Tenant
for the full amount of the Tenant Improvement Allowance. In order to qualify for
this Alternative, the following items must be accomplished:

Created on 7/11/2003 8:57 AM

     1.   The Tenant  Improvements must be 100% completed said signed off by the
          appropriate building departments.

     2.   GAC must be provided with Unconditional Lien releases from the General
          Contractor and his Sub-contractors  and material suppliers  indicating
          that  they  have  received  payment  in full  and  that  there  are no
          outstanding   balances   due   or    open/contested/retention    items
          outstanding.

     3.   Upon receipt of all the  appropriate  paperwork,  GAC will release the
          funds within a week to 10 days.

Alternative  II

     Great American Capitol will make progress payments during the course of the
build-out of the Tenant Improvements. This alternative will work as follows:

     1.   GAC will make pro-rata payments to the General  Contractor as the work
          progress in accordance with the percentage that the Tenant Improvement
          Allowance has to the total Tenant Improvement  Contract.  For example:
          Assuming  the  total  cost  of  the  Tenant  improvement  contract  is
          $200,000.00,  and GAC is  obligated  to provide a  $100,000.00  Tenant
          Improvement  allowance,   for  each  draw  submitted  by  the  General
          Contractor  to the Tenant,  GAC will fund 50% and the Tenant will fund
          50%.
     2.   The  following  paperwork  must be submitted to GAC prior to the first
          draw request:
          a.   Copy  of  the  executed  contract  for  the  Tenant   Improvement
               allowance  between  the Tenant and General  Contractor  (Contract
               must contain a line item cost breakdown).
          b.   Copy of the General  Contractors  SIIS  Insurance  and  Liability
               Insurance naming the Landlord is additional insured.
     3.   The following  paperwork must accompany each draw request to GAC which
          an be submitted no morn than twice monthly.
          a.   Copy of the  General  Contractors  draw  request  to the  Tenant,
               approved  for  payment by the  Tenant  (each  draw  request  must
               contain the line item cost breakdown  indicating  from which line
               and in what  amount  the draw  request  pertains  accompanied  by
               subcontractor invoices in support of request).
          b.   Conditional   releases  from  the  General   Contractor  and  the
               subcontractors/material  suppliers  performing the work for which
               payment is being requested.
          c.   Each  subsequent  draw request must  contain  Unconditional  Lien
               releases  showing that the  Conditional  Lien releases  submitted
               with the prior draw were paid in full.
          d.   The Lien releases  accompanying the final draw request must state
               "Conditional or Unconditional" upon final payment.
          e.   Any additional  Information/documentation that CAC may reasonably
               request. Upon receipt of the required  information/documentation,
               GAC will request and make payment within a week to 10 days.

"Landlord":                                    "Tenant"

DURANGO TROP L.L.C.                            AMERICAN VANTAGE COMPANIES
a Nevada limited liability company             a Nevada corporation

By: /s/ Haskel Iny                             By: /s/ Ronald J. Tassinari
   --------------------------------               ---------------------------

Print Name: Haskel Iny                         Print Name: Ronald J. Tassinari

Title: V.P. GREAT AMERICAN HOMES ITS MGR.      Title: CEO & President

Page 41 of 41 Revised 7/1/03