FOR AND IN CONSIDERATION of the mutual covenants contained in this agreement
of lease (this Lease) the parties hereto agree as follows:

1.  Incorporated Terms: The following terms are incorporated by reference into
    this Lease:

       (a) DATE OF LEASE: May 4, 2000 (revised May 5, 2000)

       (b) NAME AND ADDRESS OF LANDLORD:
       Advantage Properties LLC
       1915 Swarthmore Ave
       Lakewood, NJ. 08701
       732-364-8884

       (c) NAME AND ADDRESS OF TENANT:

       Horizon High Reach, Inc.
       1540 East Shaw Ave. Suite 12
       Fresno, CA 93710

       (d) DESCRIPTION OF PREMISES:

       The premises consisting of approximately 10,000 '/- square Feet
       in the building (the "Building") to be constructed by Landlord
       on certain land (the Land) in the City of Lakewood, State of New
       Jersey, as more particularly described on Exhibit A attached
       hereto. IN addition to the Premises, Tenant shall have exclusive
       use of the yard area adjacent to the Building as more
       particularly shown on Exhibit B (the "Yard Area")

       (e) TERM OF LEASE: (5) years
       Commencing on or about Nov. l, 1999 and terminating on or about
       Oct 31. 2004, subject to adjustment as provided herein.

       (f) PERMITTED USE: Equipment rental business and all other legal
       uses incidental thereto, including, without limitation, Storage,
       cleaning, maintenance light industrial, shop and Office uses.
       (g) SECURITY DEPOSIT: $1O, 000.00

       (h)        BROKER: NONE
       (i) RIDERS TO LEASE: The following riders are attached hereto
And made a part of this Lease.

         1.   Rent Rider
         2.   Additional Agreements
         3.   Improvement Agreement
         (j)  PROPORTIONATE SHAPE: 33.33%



2.  Description of Premises: Landlord hereby leases to Tenant and Tenant hereby
hires from Landlord,  the premises  described in Section 1(d) (the  "Premises").
The Premises is part of a multi- tenant building (the "Building") located on the
Land (the Land and Building and other improvements  thereon,  collectively,  the
"Project").

3. Term:  The term this Lease shall be for a term of five (5) and shall commence
on the date (the"  Commencement  Date") that is the later of (i) Nov 1, 1999, or
(ii) the date the Landlord delivers  possession of the Premises to Tenant in the
condition  required under the Improvement  Agreement and Tenant has obtained the
Certificate of Occupancy (as defined  Improvement  Agreement).  This Lease shall
expire  on the date  (the  "Expiration  Date")  that  five (5)  years  after the
Commencement Date, which is anticipated to be on Oct. 31, 2004.

4. Base Rent:  Tenant  shall pay to Landlord at the address set forth in Section
1(b), or to such person or at such other place as Landlord may from time to time
designate,  without previous demand thereof and without counterclaim,  deduction
or setof f (except  as  otherwise  set forth in Section  11  hereof),  the rent
("Base Rent") set forth on the Rent Rider annexed  hereto,  such Base Rent to be
payable in monthly installments as set forth on the Rent Rider in advance on the
first  day of each  month  during  the  term of the  Lease.  The  first  monthly
installment of Base Rent is being paid by Tenant on execution of this Lease.

5. Net Lease:  Except as  otherwise  provided  herein,  it is the  intention  of
Landlord  and  Tenant  that  this is a net  Lease  and the  Base  Rent  shall be
absolutely net to Landlord and that Tenant shall be solely  responsible  for and
pay all  costs  for the use,  operation,  maintenance,  care and  repair  of the
Premises  and its  proportionate  share of the same with respect to the Project.
All obligations with respect to the Premises and Project payable by Tenant other
than Base Rent are additional  rent under this Lease.  The term "rent" means the
Base Rent and additional rent.
6. Real. 'Property Taxes:
   a) Tenant shall pay to Landlord its  Proportionate  Share set forth
         in  Section  1(j) of all real  property  impositions  during the
         Term in  accordance  with  Section 2 of the Rent Rider.  As used
         herein,  the term  "real  property  impositions"  means  (i) any
         tax,  assessment  I or  other  governmental  charge  of any kind
         which at any time  during  the  Term  may be  assessed,  levied,
         imposed  upon or become  due and  payable  with  respect  to the
         Project;  (ii) any tax on the  Landlord's  right to receive,  or
         the  receipt  of rent or income  from the  Project,  or  against
         Landlord's  business  of leasing the  Project;  (iii) any tax or
         charge  for  fire  protection,   refuse   collection,   streets,
         sidewalks  or road  maintenance  or other  services  provided to
         the Project by any governmental  agency;  (iv) any tax replacing
         or  supplementing  in whole  or in any  part any tax  previously
         included  within the  definition  of real  property  impositions
         under this  Lease;  and (v) the cost of  prosecuting  any appeal
         of the real  property  impositions  with respect to the Project,
         including    attorney's   fees,    appraisers   fees   and   any
         administration  charge of the managing agent of the Project,  is
         such  appeal  is  approved  by  Tenant  in  writing.   The  real
         property  impositions  payable by Tenant  shall be prorated  for
         the fraction of the tax fiscal year included in the term.
b)       If an assessment for public  improvements  is levied against the
         Project,  Landlord  shall be deemed to have  elected to pay such
         assessment   in  the  maximum   number  of   installments   then
         permitted by law  (whether or not Landlord  actually so elects),
         and   Tenant   shall   pay  its   Proportionate   Share  of  the
         installments   payable  during  or  attributable  to  the  Term,
         together  with any interest  due as a result of the  installment
         payments.   Any  installment  for  a  period  during  which  the
         Commencement  Date or  Expiration  Date occurs shall be prorated
         for the fraction of the period included in the Term.
c)       Real property  impositions do not include  Landlord's federal or
         state  income,  franchise,  inheritance  or estate  taxes or any
         tax, levy,  assessment,  charge or surcharge  resulting from the
         contamination  of real property by any  Hazardous  Materials (as
         defined  hereinbelow),  any  increase  in  real  property  taxes
         resulting  from the sale or transfer  of any of the  interest of
         Landlord  in the  Project or from  construction  on the  Project
         apart from the Building  and not for the benefit of Tenant,  and
         (c)  interest or  penalties  for the late  payment of failure to
         pay any real property impositions.

7.       Insurance:
a)       Throughout  the  Term,  Tenant  shall  pay  to the  Landlord  in
         accordance  with  Section 2 of the Rent Rider its  Proportionate
         Share set forth in Section  1(j) of the  following  policies  of
         insurance  for  the  Project  maintained  by the  Landlord;  (i)
         insurance  covering  all risk of physical  loss or damage to the
         Building   in  the  full   amount  of  its   replacement   value
         (including  agreed  amount  endorsement),  but in no event  less
         than  the  amount  required  by any  mortgagee  of  the  Project
         ("Landlord's  Mortgage")  (such policy shall provide  protection
         against all perils included within the  classification  of fire,
         extended  coverage,   vandalism,   malicious  mischief,  special
         extended  perils,  including  demolition  and increased  cost of
         construction,  water  damage,  sprinkler  leakage  and any other
         perils   which   Landlord   or   Landlord's    Mortgagee   deems
         necessary);  (ii) rental income  insurance in an amount equal to
         one year's fixed rent of the Project,  estimated  real  property
         impositions  and insurance  premiums;  (iii)  insurance  against
         loss or damage by boiler or machinery  or internal  explosion or
         breakdown  of boilers,  equipment or  electrical  appurtenances,
         in  any  amount   required  by   Landlord   or  any   Landlord's
         Mortgagee;  (iv) insurance  against breakage of all plate glass;
         (v)  flood   hazard   insurance   in  the  amount  of  the  full
         replacement  cost  of  the  Building,   or  if  such  amount  of
         insurance   as  Landlord  or  any   Landlord's   Mortgagee   may
         reasonably  require.  All proceeds payable under any such policy
         shall be paid to  Landlord  or  Landlord's  Mortgagee,  as their
         respective  interests may appear.  Tenant shall no obligation to
         pay or  liability  for any  deductible  amount  under any of the
         foregoing policies in the event of a casualty to the Project.
b)       Throughout  the Term,  Tenant shall  procure and maintain at its
         expense a policy of comprehensive  public  liability  insurance,
         including  contractual  liability coverage insuring Landlord and
         Landlord's  Mortgagee and Tenant against  liability  arising out
         of the  use,  occupancy  or  maintenance  of the  Premises.  The
         initial   amount   of  such   insurance   shall   be  at   least
         $2,000,000.00  in combined  single  limit with respect to injury
         or death in any one  accident,  and at least  $1,000,000.00  for
         damage to  property.  Such  amount  shall be subject to periodic
         increase  as  reasonably  required  by  Landlord.  However,  the
         amount of such  insurance  shall not  limit  Tenant's  liability
         hereunder.
(c)      Each  insurance  policy  shall name as insured  Landlord and any
               Landlord's  Mortgagee,  as their respective  interests may
               appear.  Each  policy  shall  contain  standard  mortgagee
               endorsement   clauses  All  insurance  policies  shall  be
               maintained   with   insurance   companies   authorized  to
               transact  insurance  business  in the State of New  Jersey
               and  holding a  "General  Policyholder's  Rating"  of A or
               better,  as  set  forth  in  the  most  current  issue  of
               "Best's  Insurance  Guide".  The  original   comprehensive
               public   liability   insurance  policy  (or  copy  thereof
               certified  by the  insurer)  and  certificates  evidencing
               other insurance  Tenant is required to maintain  hereunder
               shall be  deposited  with  Landlord at least ten (10) days
               prior to the  Commencement  Date.  Evidence of renewals of
               all  policies  shall be deposited  with  Landlord not less
               than  thirty  (30)  days  prior  to the end of the term of
               each  such  policy.   Original  and  renewal  policies  or
               certificates  shall be  accompanied by proof of payment of
               the  premiums   thereof.   Such  insurance  shall  not  be
               subject  to  cancellation  except  after at  least  thirty
               (30)  days   prior   written   notice  to   Landlord   and
               Landlord's   Mortgagee  and  any  loss  shall  be  payable
               notwithstanding   any  act  or  negligence  of  Tenant  or
               Landlord.
         (d)   Tenant and Landlord   hereby   each   mutually   waive  their
               respective  rights of  recovery  against  each  other with
               respect to the  property  damage or other loss which would
               be insured  against by  insurance  required  by this Lease
               or if  actually  insured by fire,  extended  coverage  and
               other insurance  policies  existing for the benefit of the
               respective  parties.  Both  parties  shall obtain for each
               insurance  policy  procured  regarding  the Project or any
               property  located thereon,  an appropriate  clause therein
               or  endorsement  thereto  pursuant  to which  the  insurer
               waives  its   subrogation   rights  against   Landlord  or
               Tenant,  as the case may be,  with  respect  to any damage
               occurring  in, on or about the  Project.  If the waiver of
               subrogation  shall not be obtainable  except at additional
               charge,  the  party  obtaining  the  policy  shall pay the
               additional charge therefor.
8. Utilities:  Tenant shall pay, directly to the appropriate supplier,  the cost
of all light, power,  natural gas, fuel, oil, sewer service,  sprinkler stand-by
service,  water,  telephone,  refuse  disposal and other  utilities and services
supplied to the Premises.  If any utilities or services are jointly metered with
other property, Landlord shall make a reasonable determination of Tenant's share
of the cost of such  utilities  and Tenant  shall pay such share to  Landlord in
accordance  with  Section 2 of the rent Rider.  Landlord  shall not be liable to
Tenant,  and Tenant's  obligations  under the Lease shall not be abated,  in the
event of any  interruption  or inadequacy of any utility or service  supplied to
the Premises.

9. Use of Premises:
     a)  The Premises may only be used for the Permitted Use as set forth in
         Section 1(f). The Premises shall not be used for retail sales except
         for the retail sale of products  manufactured and/or assembled on the
         Premises. No part of the Premises may be used for warehousing or
         storage of any Hazardous Material (as defined hereinbelow), except such
         materials and substances which are necessary for the Permitted Use and
         set forth on Exhibit C (the "Permitted Substances") The Permitted
         Substance shall be used only in compliance with all applicable laws.
     b)  Notwithstanding the foregoing, Tenant shall not use or permit
         the Premises to be used for (i) any unlawful purpose; (ii) in
         violation of any certificate of occupancy covering the
         Premises, (iii) any use which may constitute a public or
         private nuisance or make voidable any insurance in force
         relating to the Premises: or (iv) any purpose which creates or
         produces noxious odors, smoke, fumes, emissions, noise or
         vibrations (except as incidental to the Permitted Use.)
     c) Tenant shall not cause or permit any overloading of the floors of the
        Building. Tenant shall not install any equipment or other items upon or
        through the roof, or cause openings to be made n the roof, without
        Landlord's prior written consent.
     d) Tenant shall be permitted to store its goods, equipment and materials
        in the Yard Areas.

11. Maintenance and Repairs: (
     a) Tenant shall keep and maintain the Premises including all non-structural
        exterior, interior systems and equipment) in good order, condition and
        repair including the service and repair to the heating and
        air-conditioning system, sprinkler and irrigation systems during the
        term tenant shall promptly replace any portion of the Premises or any
        systems or equipment thereof which cannot be fully repaired.All repairs
        and replacements shall be performed in a good and workmanlike manner.
        All of Tenant's obligations to maintain and repair the Premises shall
        be accomplished at Tenant's sole expense. Tenant shall also keep and
        maintain the parking areas, sidewalks and landscaped areas in an
        attractive and clean condition free from dirt and rubbish, and clear
        the parking areas and sidewalks of accumulations of snow and ice, all
        at Tenant's expense.
     b) Landlord, at landlord's sole expense shall keep and maintain the roof
        and structural portions of the Building (excluding the exterior doors)
        and the parking lot in good order.
     c) During the Term, Tenant shall procure and maintain a service contract
        for the inspection, service, maintenance and repair of all heating,
        ventilating and air conditioning equipment serving the Premises (the
        inspection pursuant to such contract shall be made at least quarterly).
        The identity of the contractor and the contract shall be subject to
        Landlord's reasonable approval. Copies of reports of inspections made
        hereunder shall be promptly supplied to Landlord.
12.  Alterations and Improvements
     a) Tenant shall not make any alterations, additions or improvements to the
        Premises (the "Alterations") without Landlord's prior written consent,
        except for non-structural Alterations which do not exceed $15,000.00 in
        cost. In no event shall Alterations reduce the size or cubic content of
        the Building or reduce the value of the Premises.Tenant shall submit to
        Landlord detailed plans and specifications for Alterations requiring
        Landlord's consent and reimburse Landlord for all reasonable expenses
        incurred by Landlord in connection with its review thereof. Tenant shall
        also provide to Landlord for its reasonable approval the identity of the
        contractor Tenant proposes to employ to construct the Alterations. All
        Alterations shall be accomplished in accordance with the following
        conditions:
        (1) Tenant shall procure all  governmental  permits  and authorizations
            for the Alterations,  and obtain and provide to Landlord an official
            certificate of occupancy and/or compliance  upon completion of the
            Alterations, if appropriate.
        (2) Tenant shall  arrange for  extension  of the general liability
            insurance provided for in Section 7(b)to apply to the construction
            of the Alterations. Further, Tenant or Tenant's contractor shall
            procure and maintain Builders Risk Casualty Insurance in the amount
            of the full replacement cost of the Alterations and statutory
            Workers Compensation Insurance covering persons employed in
            connection with the work. All such insurance shall conform to the
            requirements of Section 7(c).
        (3) Tenant shall construct the Alterations in a good and workmanlike
            manner utilizing materials of first class quality and in compliance
            with all laws and governmental regulations.
   (b)  Upon completion of the Alterations, Tenant shall provide Landlord with
        "as built" sepia  transparency  plans of the Alterations.
   (c)  Alterations shall be the property of the Landlord and shall remain on
        the Premises upon termination of the Lease, or, if Landlord so
        requires, in writing at the time Landlord consents to the subject
        Alterations, such Alterations shall be removed by Tenant on or prior to
        the termination of the Lease and Tenant shall restore the Premises to
        substantially its condition prior to such Alterations.

13.  Covenant  against  Liens:  Tenant  shall  not  have any  right  to  subject
Landlord's  interest  in the  Project to any  mechanic's  lien or any other lien
whatsoever. If any mechanic's lien or other lien, charge or order for payment of
money shall be filed as a result of the act or omission of Tenant,  Tenant shall
cause such lien, charge or order to be discharged or appropriately bonded within
ten (10) days after notice from Landlord thereof, and Tenant shall indemnify and
save Landlord harmless from all liabilities and costs resulting therefrom.
14.  Signs:  Tenant  shall  not  place  any  signs on the  Project  without  the
Landlord's  prior  written  approval  of its  design,  location  and  manner  of
installation,  such approval not to be unreasonably  withheld. In no event shall
any sign be installed on the roof or above the parapet  height of the  Building.
Tenant  shall  remove its signs upon  termination  of this Lease and restore the
Project to its condition  prior to  installation  of the signs.  Tenant shall be
responsible to maintain any such sign(s) in proper repair.

15.  Compliance with Law:  Tenant shall take any necessary  action to conform to
and comply with all laws, orders and regulations of any governmental  authority,
Landlord's  or Tenant's  insurers,  or  Landlord's  Mortgagee  now or  hereafter
applicable  to the Premises or Tenant's use or  occupancy.  Notwithstanding  the
foregoing  or any other  provision of this Lease to the  contrary,  Tenant shall
have no obligation to (i) remedy or cure any instance of noncompliance with law,
statute,  ordinance or  governmental  rule  regulation or decree  (collectively,
"Laws") existing as of the  Commencement  Date, (ii) make or pay for (including,
without  limitation,  any amortized  portion of the cost of) any improvements or
alterations to the Premised in order to comply with any Laws effective as of the
Commencement Date or enacted thereafter,  except to the extent such improvements
and alterations are  necessitated by Tenant's  particular use of the Premises or
alterations requested to be made by Tenant after the Commencement Date, or (iii)
remedy , cure, or comply with any Law relating to the use,  storage , or release
of Hazardous Materials unless such use, storage or release results from the acts
of Tenant or Tenant's  agents ,  employees or  contractors.  Tenant shall obtain
permits, including a certificate of occupancy,  necessary for Tenant's occupancy
or use of the Premises.

16.  Environmental Law Compliance:
     a)  Subject  to Section 15 hereof, Tenant shall, at Tenants  sole cost
         and expense, comply with Industrial Site  Recovery Act,  N,J.S.A.
         l2:lk-6  and  the  regulations  promulgated thereunder ("ISBA"), and
         Tenant shall, at Tenant's sole cost and expense, make all submissions
         to, provide all information to, and comply with all requirements of the
         New Jersey Department of Environmental Protection and Energy ("NJDEPE")
         If Tenant or Tenant's agents or contractors cause any spill or
         discharge or hazardous substances or wastes on or about the Premises
         during the Term, and the Bureau or other division of NJDEPE determines
         that a cleanup plan be prepared and a cleanup be undertaken, then
         Tenant shall, at Tenant's sole cost and expense, prepare and submit
         the required plans and financial assurances and carry out the approved
         plans. Such clean up shall be in compliance with the standard required
         by NJDEPE. At no expense to Landlord, Tenant shall promptly provide all
         information requested by Landlord for preparation of customary and
         reasonable non-applicability affidavits and shall promptly sign such
         affidavit when requested by Landlord.
     b)  Tenant's obligations under this Section shall survive the expiration of
         this Lease.
     c)  Tenant shall not process, store, handle, generate, manufacture, bury
         or treat any Hazardous Material (as hereinafter  defined) or cause or
         permit such actions at the Premises; provided, however, that Tenant
         shall be permitted to store, use and properly dispose of the Permitted
         Substances and smal quantities of ordinary office and janitorial
         supplies, substances in cooling systems (e.g. refrigerator and
         air-conditioning  units) or automobiles,  trucks, other mobile
         equipment, generator, and other equipment with motors  ordinary course
         of the Permitted Use: provided they are stored, handled and disposed
         of in compliance with applicable laws and comply with the minimum
         quantity exemption standards under ECRA(as  hereinafter  defined).
      d) Except as otherwise  provided  herein, Tenant shall not (either with
         or without negligence) cause or permit the escape, disposal, discharge
         or release of any Hazardous Material at the Demised Premises.
      e) "Hazardous  Material"  means any  hazardous  wastes or hazardous
         substances as defined in any  Environmental Law which could cause1 or
         constitute a health, safety or other environmental hazard to any person
         or property. "Environmental Law" means any applicable federal, state or
         local environmental and cleanup statues, laws, rules or regulations,
         ordinances, orders, decrees and interpretations now or hereafter in
         effect.
      f) Tenant shall, at Tenant's own cost and expense, comply with all
         Environmental Laws with respect to its tenancy under  the Lease.
      g) Subject to Section 15 hereof, Tenant warrants that it Standard
         Industrial  Classification  ("SIC") Code and its operations at the
         Premises do not and will not classify  it as an "industrial
         establishment" as defined in the New Jersey Cleanup  Act.N.J.S.A.
         l3: 1K-6 et seq. And the regulations thereunder (ECRA).
      h) To the extent applicable to Tenant's use of the Premises and the Yard
         Area, Tenant shall, at Tenant's own expense, make all submissions to
         provide all  information to, and comply with all  requirements of, the
         New Jersey Department of Environmental Protection and Energy
         ("NJDEPE").
      i) Tenant shall indemnify, defend and save harmless Landlord from all
         fines, suits,  procedures,  claims, actions of any kind and all
         losses, damages and expenses  (including, without limitation, attorneys
         fees) arising out of or in any way connected with any (a) spills,
         releases or discharges of  Hazardous  Material at the Premises which
         occur as a result of  the activities of Tenant or Tenant's agents or
         contractors during the term of this Lease except to the extent caused
         by Landlord or Landlord's agents or contractors; (b)Tenant's failure
         to provide all information, make all submissions and take all actions
         required pursuant to ECRA to the extent such obligations are allotted
         to Tenant under this Lease; (c) Tenant's failure to obtain and deliver
         to Landlord the ECRA Approval (as required herein); and/or (d)
         violation of any Environmental  Law by Tenant; and/or (e) breach of
         any provision of this Article 16.
      j) Tenant shall not be responsible or liable whatsoever with respect to
         any Hazardous Material that was on, in or beneath the Premises prior to
         Tenants taking possession ("Pre-Existing Hazardous Materials"), and
         Landlord shall be solely responsible for and shall indemnify, protect,
         defend and hold harmless Tenant from and against any and all claims,
         costs, penalties, fines, losses, liabilities, attorneys' fees, damages
         injuries, causes of action, judgements, taxes and expenses which arise
         during or after the term of this Lease from (a) Pre-Existing Hazardous
         in, on, or beneath the Premises or (b)the handling of Hazardous
         Materials by Landlord or Landlord's agents or contractor at the
         Project or elsewhere. This indemnification of Tenant by Landlord
         includes, without limitation, any and all costs incurred in connection
         with any investigation of site conditions and any cleanup,
         remediation, removal or restoration work required by any federal, state
         or local governmental agency or political subdivision because of
         Hazardous Materials present in the soil, subsoils, groundwater or
         elsewhere in, on, under or elsewhere in, on, under or about the
         Premises or the Project as a result of the handling thereof by the
         Landlord or its agents or contractors. This Indemnification
         by Landlord shall survive  the termination or expiration of this Lease.
      k) Tenant agrees to fully cooperate with Landlord and provide such
         documents, affidavits and information as may be requested by Landlord
         (i) to comply with any Environmental Law, (ii) to comply with the
         request of any lender, purchaser or tenant, and/or (iii) for any other
         reason deemed necessary by Landlord in its sole discretion.
      l) Tenant's failure to abide by the terms of this Article shall be
         restrainable by injunction.

17. Landlord's Access:  Upon 24 hours notice,  Landlord and its  representatives
may enter the Premises at all  reasonable  times (or at any time in the event of
emergency)  for the purpose of inspecting  the Premises,  or making any repairs,
replacements or improvements or to show the Premises to prospective  purchasers,
investors,  encumbrancers,  tenants or other  parties,  or for any other purpose
Landlord deems necessary.  During the final six (6) months of the Term, Landlord
may place customary "For Sale" or "For Lease" signs on the premises.
18.  Assignment  and  Subletting:  The  Tenant  may not do any of the  following
without the Landlord's written consent which shall not be unreasonably withheld:
(a) assign this Lease,  (b) sublet all or any part of the Premises or (c) permit
any other  person to use the  Premises.  In the event  that the  Landlord  gives
consent to an assignment or subletting, such consent shall not relieve tenant or
any  guarantor of this Lease of the primary  obligation to comply with the terms
of this Lease and to remit all rent payments and other obligations when due. Any
consent given by the Landlord to an  assignment or subletting  shall be strictly
conditioned upon tenants  acknowledgment  of tenant's  continued  liability with
respect  to the terms of this  Lease.  A  subsequent  reassignment  of the Lease
Agreement  with or without  notice to the tenant will not relieve  tenant or any
guarantor of this Lease of the primary obligations  thereunder.  Notwithstanding
any  provision  of this  Lease to the  contrary,  Tenant  shall  have the right,
without  obtaining the prior written  consent of the Landlord,  to (a) assign of
transfer  all of any part of this Lease or to sublet  all or any  portion of the
Premises  to  (i)  any  parent  corporation  of  Tenant,   (ii)  any  subsidiary
corporation  of Tenant or of Tenant's  parent  corporation,  (iii) any entity in
which Tenant,  any parent corporation holds a majority of the outstanding shares
or ownership interest,  or Tenant's parent corporation with another corporation,
(b) transfer or issue shares of Tenant in connection with any financing provided
to or  investment  made in  Tenant , or (C)  issue of  shares  of  Tenant on any
national  securities  exchange(as defined in the Securities Exchange Act of 1934
as  amended).  In  addition  the  shareholders  of Tenant  shall have the right,
without obtaining the prior written consent of Landlord,  to transfer the shares
of Tenant which they hold to each other, to their immediately family members, or
to any trust securities exchange (as defined in the Securities Exchange of 1934,
as amended).  Any and all of the  transactions  permitted  under this Section 18
shall not constitute an assignment,  subletting or other  transaction  requiring
the consent of the Landlord under the provision of this Section 18.

19. Casualty:  If the Project is damaged by fire or other casualty,  and (i) the
insurance proceeds received by Landlord on account of such damage are sufficient
to pay for the necessary repairs,  (ii) the Project can be fully repaired within
four (4) months after such casualty occurred,  this Lease shall remain in effect
and Landlord shall repair the damage as soon as reasonably  possible.  If any of
the foregoing conditions requiring Landlord to  repair the Project are not met,
Landlord  may elect  either to (i) k terminate  this  Lease;  or (ii) repair the
damage as soon as reasonably possible, in which event this Lease shall remain in
full force and effect (but Tenant shall then have the right to terminate  this
Lease if the Project cannot be fully repaired  within four (4) months after such
casualty  occurred).  Landlord shall notify Tenant of its election within thirty
(30) days after  Landlord  receives  notice of the  occurrence  of the casualty.
Tenant's  notification,   if  any,  shall  be  required  within  ten  (10)  days
thereafter.  In the event  this  Lease  shall  remain in full  force and  effect
following  a  casualty,  there  sha1l be full  abatement  of the  base  rent and
additional  rent to the extent and for such time as Tenant's use of the premises
is disrupted.  Tenant waives the protection of any law which grants a Tenant the
right to terminate a lease in the event of the destruction of a leased property,
and agrees that the  provisions of this  paragraph  shall govern in the event of
any  destruction  of the  Building.  Landlord  shall not be  required  to repair
improvements or alterations to the Project made by Tenant.improvements or
alterations to the Project made by Tenant.

20.  Condemnation:  If more than  twenty-five  (25%)  percent of the Land and/or
Building  shall be taken under the power of eminent  domain or sold under threat
thereof  ("Condemnation")  and  Tenant's  use  of  the  Premises  is  materially
adversely affected (in the reasonable opinion of Tenant exercised in good faith)
this Lease shall terminate on the date on which title to the Premises or portion
thereof shall vest in the  condemning  authority.  If this Lease shall remain in
effect as to the portion of the Premises not taken,  Landlord  shall restore the
improvements  not taken as nearly as reasonably  practicable to their  condition
prior to the Condemnation, and the Base Rent shall be reduced proportionately in
accordance with the reduction in square foot area of the Premises  following the
Condemnation.  Landlord  shall be entitled  to receive  the entire  award in any
condemnation proceeding relating to the Premises,  except that Tenant may assert
a  separate  claim to an award for its  moving  expenses  and for  fixtures  and
personal  property  installed by Tenant at its expense.  It is  understood  that
Tenant shall have no claim against  Landlord for the value of the unexpired Term
of this Lease or any options  granted  under this Lease.  Landlord  shall not be
required to restore improvements or alterations to the Premises made by Tenant.

21. Surrender of Premises: Upon termination of the Lease, Tenant shall surrender
the Premises to Landlord broom clean,  and in good order and  condition,  except
for  ordinary  wear and  tear,  and  damage by  casualty  which  Tenant  was not
obligated to remedy under  Section 19.  Tenant  shall remove its  machinery  and
equipment and repair any damage to the Premises  caused by such removal.  Tenant
shall  not  remove  any power  wiring  or power  panels,  lighting  or  lighting
fixtures,  wall coverings,  blinds or other window  coverings,  carpets or other
floor  coverings,  heaters or air  conditioners  or  fencing or gates  except if
installed  by Tenant and required by Landlord to be removed from the Premises in
accordance with Section 12(c). All personal  property of Tenant remaining on the
Premises  after  Tenant's  removal  shall be deemed  abandoned and at Landlord's
election  may either be retained by Landlord or may be removed from the Premises
at Tenant's expense.

22. Holdover: In the event Tenant remains in possession of the Premises after
the expiration of the term of the Lease (the "Holdover Period"), in addition to
any damages to which Landlord may be entitled or other remedies Landlord may
have by law, Tenant shall pay to Landlord a rental for the Holdover Period at
the rate of One Hundred Twenty Five percent (125%) of the sum of (i) the annual
Base rent payable during the last lease year of the term, plus (ii) all items of
additional rent and other charges with respect to the Premises payable by Tenant
during the last Lease year of the Term. Nothing herein contained shall be deemed
to give Tenant any right to remain in possession of the Premises after the
expiration of the Term of this Lease. The sum due to Landlord hereunder shall
be payable by Tenantupon demand.

23. Events of Default: Remedies:
    a) Tenant shall be in default upon the occurrence of one or more  of the
        following events (an "Event of Default"):
       (i)    Tenant fails to pay rent or any other sum of money
              required to be paid by Tenant hereunder within five (5)
              days after receipt of written notice from Landlord
              regarding such delinquency; (ii) Tenant fails to perform
              any of Tenant's non-monetary obligations under this Lease
              within thirty days after written notice thereof from
              Landlord (provided that if more than thirty (30) days are
              required to complete such performance, Tenant shall not be
              in default if Tenant promptly commences such performance
              and thereafter diligently pursues its completion); (iii)
              Tenant abandons the Premises for thirty (30) days or more
              and fails to pay rent when due (including any applicable
              notice and cure period); or (iv) Tenant makes an
              assignment for the benefit of creditors, or if a petition
              for adjudication of bankruptcy or for reorganization is
              filed by or against Tenant and is not dismissed within
              thirty (30) days, or if a receiver or trustee is appointed
              for a substantial part of Tenant's property and such
              appointment is not vacated within thirty (30) days.

     b)  On the occurrence of an Event of Default, without limiting any
         other right to remedy Landlord may have, without notice or (i)
         Terminate this Lease and Tenant's right to possession of the
         Premises by any lawful means, in which event Tenant shall
         immediately surrender possession of the Premises to Landlord.
         At its option, Landlord may occupy the Premises or cause the
         Premises to be redecorated, altered, divided, consolidated
         with other adjoining property, or otherwise prepared for
         reletting, and may relet the Premises or any part thereof for
         a tern or terms to expire prior to, at the same time
         subsequent to the original Expiration Date, and receive the
         rent therefor, applying the sums received first to the payment
         of such expenses as Landlord may have incurred in connection
         with the recovery of possession, preparing for re-letting and
         the re-letting itself, including brokerage and attorney's
         fees, and then to the payment of damages in amounts equal to
         the rent hereunder and to the cost and expense of performance
         of the other covenants of Tenant under this Lease. Tenant
         agrees to pay to Landlord damages equal to the rent and other
         sums payable by Tenant under this Lease, reduced by the net
         proceeds of the reletting, of any, as ascertained from time to
         time. Tenant expressly agrees that Landlord shall not be
         obligated to re-rent the Premises or take any other action to
         mitigate its damages in the event Tenant is in default under
         this Lease.
         (ii)     Permit Tenant to remain in possession of the Premises
         in which event this Lease shall continue in effect. Landlord
         shall be entitled to enforce all of Landlord's rights and
         remedies under this Lease, including the right to receive the
         rent as it becomes due under this Lease. (iii) Pursue any
         remedy now or hereafter available under the laws of the
         jurisdiction in which the Premises is located.
    c)   The remedies available to Landlord herein specified are not
         intended to be exclusive and prevent Landlord from exercising
         any other remedy or means of redress to which Landlord may be
         lawfully entitled. In addition to other remedies provided in
         this Lease, Landlord shall be entitled to restraint by
         injunction of any violation or threatened violation by Tenant
         of any of the provisions of this Lease. Landlord's exercise of
         any right or remedy shall not prevent Landlord from exercising
         any other right or remedy.
     d)  To the extent permitted by law, Tenant, for itself and any
         person claiming through or under Tenant, waives any equity or
         right of redemption provided by law.
     e)  Tenant agrees to pay as additional rent all attorney's fees and other
         expenses incurred by Landlord in the enforcement of any of the
         agreements or obligations of Tenant under this Lease.
     f)  Notwithstanding the foregoing, Landlord shall use best efforts to
         mitigate its damages arising from any Event of Default by Tenant
          hereunder.
24.  Service Pee; Interest; Legal Fees:
     a) Tenant's failure to pay rent promptly or make other payments required
        under this Lease may cause Landlord to incur unanticipated costs, which
        are impractical to ascertain. Therefore, if Landlord does not receive
        any payment of Base rent, additional rent or other sums due from Tenant
        to Landlord within five (5) days after receipt of written notice of the
        delinquency, Tenant shall pay Landlord as additional rent a service fee
        equal to five (5%) percent of the overdue amount. This service fee shall
        be in addition to reasonable costs incurred by Landlord in enforcing
        this Lease.

     b) Any amount owed by Tenant to Landlord which is not paid when  due shall
        bear interest at the rate of twelve (12%) percent per annum ("Default
        Interest") from the due date of such amount. The payment of Default
        Interest on such amounts shall not extend the due date of any amount
        owed. If the interest rate specified in this Lease shall exceed the rate
        permitted by law, the Default Interest shall be deemed to be the maximum
        legal interest rate permitted by law.

25. Indemnification by Tenant: Tenant shall indemnify and hold harmless Landlord
from and against all liability, claims or costs, including reasonable legal fees
arising from (1) Tenant's use of the Premises;  (ii) any breach of this Lease by
Tenant;  (iii) any other act or omission of Tenant; or (iv) any injury to person
or damage to property  occurring on or about the Premises,  except to the extent
caused by Landlord or  Landlord' s agents or  contractors.  Tenant  shall defend
Landlord  against  any such  claim of a third  party,  with  counsel  reasonably
acceptable to Landlord. 26. Indemnification by Landlord:  Landlord hereby agrees
to indemnify and hold harmless Tenant from and against any and all damage, loss,
liability or expense  including  but not limited to,  attorneys'  fees and legal
costs suffered  directly or by reason of any claim,  suit or judgment brought by
or in favor of any person or persons for damage,  loss or expense resulting from
(i) the negligence or willful  misconduct of Landlord or its employees,  agents,
or contractors,  (ii) any accident,  injury or damage to any person or property,
occurring in and about the Project(exclusive of the
Premises)  (iii)any condition that came to exist in or on the Premises before or
after  the term of this  Lease or (iv) any  condition  that came to exist at any
time on any portion of the Project, excluding the Premises;  provided , however,
that the  foregoing  shall not be  construed to make  Landlord  liable for loss,
damage,  liability,  or expense  resulting  from (i) a condition on the Premises
caused  by  Tenant  or  Tenant's  agents,  employees  or  contractors  or (ii) a
negligent or willful act by Tenant , Tenant's agents, employees, or contractors.
The  parties  agree  that the  obligations  assumed  herein  shall  survive  the
expiration or termination of this Lease.
27.  Landlord's  Right to Cure  Tenant's  Default:  If Tenant  fails to make any
payment or perform any act on its part to be made or performed,  then  Landlord,
without waiving or releasing Tenant from such obligation,  may make such payment
or perform  such act on  Tenant's  part,  and the costs  incurred by Landlord in
connection with such payment or  performance,  together with,  Default  Interest
thereon, shall be paid on demand by Tenant to Landlord as additional rent.

28.  Waiver of Liability:  Except as caused by Landlord's  breach of this Lease,
negligence or willful misconduct, Landlord shall not be liable for any injury or
damage to the business,  equipment,  merchandise  or other property of Tenant or
any of  Tenant's  employees  or  invitee  or any  other  person  on or about the
Project,  resulting  from any cause,  including,  but not  limited to: (i) fire,
steam,  electricity,  water,  gas or rain;  (ii) leakage,  obstruction  or other
defects of pipes,  sprinklers,  wires,  plumbing,  air conditioning,  boilers or
lighting fixtures;  or (iii) condition of the Project.

29. Force.  Majeure: If Landlord is unable to perform any of its obligations due
to events beyond Landlord's  reasonable  control,  the time provided to Landlord
for performing such  obligations  shall be extended by a period of time equal to
the  duration  of such  events,  and Tenant  shall not be  entitled to any claim
against Landlord by reason thereof.  Events beyond Landlord's reasonable control
include,  but are not limited  to,  acts of God,  war,  civil  commotion,  labor
disputes, strikes, casualty, weather conditions, labor or material shortages, or
government regulation or restrictions.

30.  Notice of  Landlord's  Default:  Tenant  shall give  written  notice of any
failure  by  Landlord  to  perform  any of its  obligations  under this Lease to
Landlord and any ground  lessor or Landlord's  Mortgagee  whose name and address
have been furnished to Tenant. Landlord shall not be in default under this Lease
unless  Landlord (or such ground lessor or Landlord's  Mortgagee)  fails to cure
such  non-performance  within thirty (30) days after receipt of Tenant's notice.
If more  than  thirty  (30)  days are  required  to cure  such  non-performance,
Landlord  shall  not be in  default  if  such  cure  is  commenced  within  such
thirty-(30) day period and thereafter diligently pursued to completion.
31. Landlord's  Liability  Limited:  There shall be no personal liability of the
Landlord or any partner,  stockholder,  officer,  director or other principal of
Landlord  in  connection  with this Lease.  Tenant  agrees to look solely to the
interest  of  Landlord  in the  Project  (or  the  proceeds  therefrom)  for the
collection of any judgement or other judicial  process  requiring the payment of
money by Landlord in the event of any default or breach by Landlord with respect
to this  Lease  or in any way  relating  to the  Premises.  No other  assets  of
Landlord or any  principal  of Landlord  shall be subject to levy,  execution or
other procedures for the satisfaction of Tenant's remedies.

32. Estoppel  Certificate:  (a) Upon Landlord's  request,  Tenant shall execute,
acknowledge  and deliver to  Landlord a written  statement  certifying:  (1) the
Commencement  Date; (ii) the Expiration  Date;  (iii) that this Lease is in full
force and effect and  unmodified  (or if modified,  stating the  modifications);
(iv) the last date of  payment of the Base Rent and other  charges  and the time
period  covered by each payment;  (v) that Landlord is not in default under this
Lease (or, if  Landlord  is claimed to be in default,  stating the nature of the
default);  and (vi) such other matters as may be reasonably required by Landlord
or Landlord's Mortgagee.  Tenant shall deliver such statement to Landlord within
ten (10) days after Landlord's  request.  Any such statement may be given to and
relied upon by any prospective purchaser or encumbrancer of the Project.

33. Quiet Enjoyment: (a) Landlord covenants that as long as Tenant pays the Base
Rent and additional  rent and performs its other  obligations  under this Lease,
Tenant shall  peaceably  and quietly  have,  hold and enjoy the Premises for the
term provided by this Lease, subject to the provisions of this Lease.

34. Subordination Attornment
       (a) This Lease is subject and  subordinate  to any ground lease or
       mortgage  which may now or hereafter  encumber  the  Project,  and
       any  renewals,  modifications,   consolidations,  replacements  or
       extensions thereof.  Notwithstand- the foregoing,  as a condition
       precedent  to  Tenant's  agreement  to  subordinate  its  interest
       under this  Lease,  or if this Lease  otherwise  is subject to any
       existing  mortgage or ground lease,  Landlord shall provide Tenant
       with  non-disturbance  agreements  in favor of  Tenant in form and
       substance  acceptable to Tenant from any ground lessors,  mortgage
       holders or lien holders.
       (b)    If  Landlord's  interest  in the Project is acquired by any
       ground   lessor,   Landlord'   Mortgagee,   or   purchaser   at  a
       foreclosure  sale,  Tenant  shall attorn to the  transferee  of or
       successor  to  Landlord's  interest in the  Project and  recognize
       such  transferee  or  successor  as  Landlord  under  this  Lease,
       provided that such  transferee  expressly  assumes the obligations
       of Landlord  hereunder.  Such transferee or successor shall not be
       liable  for any  act or  omission  of any  prior  landlord,  or be
       subject  to any  offsets  or  defenses  which  Tenant  might  have
       against  any prior  landlord,  or be bound by any Base Rent  which
       Tenant  might  have  paid for more than the  current  month to any
       prior landlord,  or be liable for any security  deposit under this
       Lease  unless   actually   transferred   to  such   transferee  or
       successor.

35.    Brokerage:  Each  party  represents  to the other  that it did not
deal with any real estate  broker in  connection  with this Lease,  other
than the real  estate  broker  whose  identity  is set forth in Section 1
(h).  The  commission  of such  broker  shall be paid by the party as set
forth in Section  1(h).  Each party  shall  indemnify  and hold the other
harmless  from  any  claim  for a  commission  or  other  fee made by any
broker  with  whom the  indemnifying  party  has  dealt,  other  than the
broker identified in Section 1 (h).

36. Security  Deposit:  Upon execution of this Lease,  Tenant shall deposit with
Landlord the sum set forth in Section 1 (g) as security for the  performance  by
Tenant of its obligations  under this Lease (the "Security  Deposit") - Landlord
shall have the right to use the  Security  Deposit to cure any default of tenant
hereunder,  including but not limited to payment of Base Rent,  additional rent,
service fees or other debts of Tenant due Landlord,  or repair or restoration of
the Premises.  If Landlord uses any part of the Security  Deposit,  Tenant shall
restore  the  Security  Deposit  to its full  amount  within ten (10) days after
Landlord's  demand therefor.  Provided Tenant has fully complied with all of the
terms of this  Lease,  Landlord  shall  return  the  Security  Deposit to Tenant
without  interest  on the date  thirty  (30)  days  after the  surrender  of the
Premises by Tenant. Landlord shall deliver the Security Deposit to the purchaser
or other  transferee  of  Landlord's  interest  in the  Project in the event the
Project  is sold or  otherwise  transferred  or  refund  the full  amount of the
Security  Deposit to Tenant,  and Landlord shall be discharged  from any further
liability with respect to the Security Deposit upon such transfer or refund.

36. Notices:  All notices in connection with this Lease or the Premises shall be
in writing and shall be personally  delivered or sent by certified mail,  return
receipt  requested,  postage prepaid.  Notices to Landlord shall be delivered to
the address specified in Section 1
(b).  Notices to Tenant  shall be  delivered  to the  Premises and to the
address  specified in Section 1(c) by regular mail or hand delivery.  All
notices  shall be  effective  upon  receipt  or refusal  of  delivery  in
accordance  with this  provision.  Either  party may  change  its  notice
address upon written  notice to the other party given in accordance  with
this provision.

38.    Memorandum of Lease: Tenant shall not record this Lease.
However, either Landlord or Tenant may require that a memorandum of the
Lease executed by both parties be recorded. Such memorandum shall
include such portions of this Lease as either party may reasonably
require, but shall not specify the amount of Base Rent payable hereunder

39.  Miscellaneous:
     a)  The failure of either party to insist on strict performance of any
         provision of this Lease, or to exercise any right contained herein,
         shall  not be construed as a waiver of such provision or right in any
         other instance. All amendments to this Lease shall be in writing and
         signed by both parties.
     b) The captions in this Lease are intended to assist the parties in
        reading this Lease and are not a part of the provisions of this Lease.
        Whenever required by the context of this Lease, the singular shall
        include the plural and the plural shall include the singular.
        The masculine, feminine and neuter genders shall each include the other
     c) Landlord and Tenant hereby waive trial by jury in any legal proceeding
        brought by either of them against the other with respect to any matters
        arising out of or in any way connected with this Lease or the Premises.
     d) The laws of the state of New Jersey shall govern this Lease
     e) If Tenant is a corporation or partnership, each person signing this
        Lease on behalf of Tenant represents that he has full authority to do
        so and that this Lease binds the corporation or partnership, as the
        case may be
     f) This Lease is binding upon any party who legally acquires any rights or
        interest in this Lease from Landlord or Tenant; provided however,
        Landlord shall have no obligation to Tenant's successor unless the
        interest of Tenant's successor in this Lease is acquired in accordance
        with Section 18.
     g) The submission of this Lease to Tenant shall not be deemed to be an
        offer and shall not bind either party until duly executed by Landlord
        and Tenant.
     h) This Lease may be executed in counterparts, and, when all counterpart
        documents are executed, the counterparts shall constitute a single
        binding instrument.
     i) A determination by a court of competent jurisdiction that any provision
        of this Lease or any part thereof is illegal or unenforceable shall not
        invalidate the remainder of this Lease or such provision, which shall
        continue to be in effect.
     j) Tenant shall have the right to use, in common with Landlord and other
        tenants of the Project (subject to reasonable rules from time to time
        made by Landlord) the parking area, walkways, sidewalks and driveways.
     k) The agreement of Lease contains the entire contract between the parties.
        No representative, agent, servant or employee of Landlord has been
        authorized to make any representations or promises with reference to
        the within.


No modifications, additions, changes or alterations of
              this Agreement of Lease shall be binding unless reduced to
              writing and signed by Landlord and Tenant.

        The Riders enumerated in Section 1 (i) are attached hereto and
        made a part of this lease as fully as if set forth herein at
        length. The terms used in the Rider have the same meanings as
        set forth in the Lease. The provisions of a Rider shall prevail
        over any provisions of the Lease which are inconsistent or
        conflict with the provisions of the Rider.




IN WITNESS WHEREOF, The parties hereby have duly executed this Lease as
of the date set forth in Section 1 (a).



                                            LANDLORD:

WITNESS:                                    Advantage Properties, LLC


                                            Arthur Sommers
                                            Managing Partner


ATTEST:                                     TENANT:

                                            Horizon High Reach, Inc

                                            By:
                                            Randy Fortel
                                            Chief Financial Officer


                                            Date
<PAGE>
                               Rent Rider


Date of Lease:             February 18, 2000 (Revised May 5, 2000)


Landlord:                  Advantage Properties, LLC
           Reach, Inc.                1915 Swarthmore Ave
                           Lakewood, NJ. 08701

Tenant:                    Horizon High Reach, Inc.
                           1540 East Shaw Avenue, Suite 123
                           Fresno, CA 93710





Premises:                  Lot 10, Rutgers University Blvd
                           Lakewood, NJ.



1.     Base Rent: The Base Rent payable by tenant to Landlord during
the Term shall be at the annual amounts and for he periods and be
payable in the monthly installments as follows:

                                    Monthly     Annual
Period            PSF          Installment      Amount


11/1/99 to        $6.00  $5,000.00  $60,000.00
10/31/2004



2.     Additional  Rent and  Charges:  Tenant  shall  pay  real  property
 impositions,  insurance, utilities and other expenses of the Premises to
 Landlord in monthly  installments  on an estimated  basis as  determined
 from  time to time by  Landlord  sufficient  to pay such  real  property
 impositions,  insurance,  utilities  and other  expenses of the Premises
 before the same become  due. In the event  Tenant has paid more than the
 amount  due from  Tenant  hereunder  upon  expiration  of the term,  the
 excess amount shall be refunded to Tenant.


<PAGE>

Additional Agreement

1. Tenant is  responsible  for all  utilities  and services for the rental
   space  including  but not limited to gas,  electric,  water/sewer etc.

2. Landlord will Provide the following:
     1.   Approximately 2,000 sq.ft. Office
     2.   One 12 x 14 drive in door. C
     3.   One loading dock.

3. Tenant  has the  option to renew  the  Lease  for an  additional period of
five years with the same terms and  conditions  except that the rent will
increase to $6.60 per square foot.

4.  Tenant will be responsible for the cost of the price difference between
200 amp 3 phase service and 3400 amp 3 phase service.

5.  Tenant shall reimburse Landlord for the cost of second overhead drive-in
door at the rear of the building.

6.  Tenant shall pay direct to  engineer  and  architect  for plans and  cost
of approvals   for  oil   recovery   and  wash  down  system
Installation  of oil  recovery and wash down area  contracted  by Horizon
High   Reach.   If  the   Landlord  is  involved  in  any  part  of  this
installation, Tenant will reimburse Landlord.

7. Outside chain link fence will be installed by Tenant on direct basis.

IN WITNESS WHEREOF, The parties hereby have duly executed this Rent
Rider and Additional Agreements as of the date set forth in Section 1.
(a).




                                    LANDLORD:

WITNESS                             Advantage Properties, LLC

                                    /SS__Arthur Sommers
                                    Managing Partner




ATTEST:                             TENANT:


                                    Horizon High Lease, Inc.



                                    Randy Fortel
                                    Chief Financial Officer



<PAGE>


Improvement Agreement

    THIS IMPROVEMENT AGREEMENT (this "Improvement Agreement") by and between
ADVANTAGE PROPERTIES. L.L.C. ('landlord") and HORIZON HIGH REACH, INC.
("Tenant"), dated May 5,; 1999; is made part of that Lease (the "Lease").
between Landlord and Tenant dated concurrently herewith. Landlord and Tenant
agree that the following terms are part of the Lease:

1.  Overview. Landlord, through its contractor, shall construct a three-story
Building on the Land in accordance with certain plans and specifications to be
designed by Landlord and approved by Tenant (the "Building Specifications").

2.  General Plan. The Building Specifications shall be consistent with the
general description of the improvements constituting the Premises as set forth
on Attachment I hereto (the "General Plan").

3.  Condition of the Premises. Landlord shaft deliver the Premises to Tenant in
a "turn-key" condition, ready for Tenant's occupancy and the Permitted Use.
Landlord represents and warrants to Tenant that (i) construction of the Premises
shall be completed in accordance with the Building Specifications, in a good
and workman like manner, and in compliance with all applicable laws, regulations
and ordinances, and (ii) Landlord shall repair or replace any item not
conforming with clause (i) of this Paragraph 3 upon receipt of notice of such
noncompliance during the first year of the term of this Lease.

4.   Commencement Date. The commencement of the term of the Lease shall occur
on the date (the "Commencement Date") that (i) Landlord delivers to Tenant
possession of the Premises in the condition required by this Improvement
Agreement (except for minor punchlist items which do not substantially
interfere with Tenant's use of the Premises), and (ii) Tenant has obtained a
certificate of occupancy or such other governmental authorization necessary for
Tenant to occupy and make the Permitted Use of the Premises (the "Certificate
of Occupancy"). If Landlord fails to deliver to Tenant the Premises in the
condition required hereby on or before November 1, 1999 (the "Outside Delivery
Date"), then Tenant may by delivery of written notice to Landlord within
thirty (30) days thereafter terminate this Lease, in which event this Lease
shall be of no further force or effect, except with respect to provisions that
expressly survive the termination of this Lease, and all monies deposited by
Tenant with Landlord shall be returned to Tenant upon demand. Notwithstanding
the foregoing, the Outside Delivery Date shall be extended by the number of
days of delay caused by Tenant or Tenant's agents or contractors.

5. Punch List Items. Upon delivery of possession, Tenant and Landlord shall
conduct a walk-through of the Premises to identify any punchlist items to be
completed in accordance with the Building Specifications. Within thirty (30)
days after the walk-through. Landlord shall complete the punchlist items.

6. Construction Defects.  Notwithstanding any provision to the contrary in the
Lease, Tenant shall have no o] obligation to make any repair or replacement
necessary due to the faulty construction of the Building, the premises or any
portion thereof.