Exhibit 10.2

--------------------------------------------------------------------------------
LESSOR  TLD Funding Group, a division of Cee and Gee Funding,      Lease Number
        Inc.                                                       915601-001-15
        8900 N. Central Ave., #214
        Phoenix, AZ 85020
--------------------------------------------------------------------------------
             LESSEE                                         VENDOR
GOLD & MINERALS CO., INC.
10115 E. Mountain View Rd., #1008                       Multiple Vendors
Scottsdale, AZ 85258
      Jointly and Severally Responsible
--------------------------------------------------------------------------------
Quantity     DESCRIPTION MODEL #, CATALOG #, SERIAL # OR OTHER IDENTIFICATION
--------------------------------------------------------------------------------

               **SEE EXHIBIT 'A' ATTACHED AND MADE A PART HEREOF**

--------------------------------------------------------------------------------
Amount of Each Payment     Term of Lease     No. of Monthly
     w/Use Tax               in Months          Payments        Security Deposit
----------------------       ---------          --------        ----------------

 9,252.23 (EXEMPT)              36                 36                - 0 -
--------------------------------------------------------------------------------

                          TERMS AND CONDITIONS OF LEASE

1. LEASE.  Lessee  hereby leases from Lessor,  and Lessor leases to Lessee,  the
personal  property  described  above,   together  with  any  replacement  parts,
additions,  repairs  or  accessories  now  or  hereafter  in  or  affixed  to it
(hereinafter referred to as the "Equipment")

2.  ACCEPTANCE  OF  EQUIPMENT.  Lessee  agrees to inspect the  Equipment  and to
execute an  Acknowledgment  and  Acceptance  of Equipment by Lessee  notice,  as
provided by Lessor,  after the Equipment has been  delivered and after Lessee is
satisfied that the Equipment is  satisfactory  in every  respect.  Lessee hereby
authorizes  Lessor to insert in this Lease  serial  number or other  identifying
data with respect to the Equipment.

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

3.  DISCLAIMER OF WARRANTIES  AND CLAIMS;  LIMITATION OF REMEDIES,  THERE ARE NO
WARRANTIES  BY OR ON BEHALF OF LESSOR.  Lessee  acknowledges  and agrees by this
signature below as follows

          (a) LESSOR  MAKES NO  WARRANTIES  EITHER  EXPRESS OR IMPLIED AS TO THE
     CONDITION  OF  THE  EQUIPMENT,   IT'S   MERCHANTIBILITY,   ITS  FITNESS  OR
     SUITABILITY  FOR ANY  PARTICULAR  PURPOSE,  ITS DESIGN,  ITS CAPACITY,  ITS
     QUALITY, OR WITH RESPECT TO ANY CHARACTERISTICS OF THE EQUIPMENT.

          (b) Lessee has fully  inspected the  equipment  which it has requested
     Lessor  to  acquired  and lease to  Lessee,  and the  Equipment  is in good
     condition and to Lessee's complete satisfaction;

          (c) Lessee leases the Equipment "as is" and with all faults;

          (d) Lessee  specifically  acknowledges that the Equipment is leased to
     Lessee  solely for  commercial  or business  purposes  and not for personal
     family household, or agricultural purposes;

          (e) If the  Equipment  is not properly  installed  does not operate as
     represented   or  warranted  by  the  supplier  or   manufacturer,   or  is
     unsatisfactory for any reason regardless of cause or consequence,  Lessee's
     only remedy,  if any, shall be against the supplier or  manufacturer of the
     equipment and not against Lessor;

          (f) Provided Lessee is not in default under this Lease, Lessor assigns
     to Lessee  any  warranties  made by the  supplier  or  manufacturer  of the
     Equipment;

          (g) LESSEE SHALL HAVE NO REMEDY FOR CONSEQUENTLY OR INCIDENTAL DAMAGES
     AGAINST LESSOR; and

          (h) NO DEFECT,  DAMAGE,  OR UNFITNESS OF THE EQUIPMENT FOR ANY PURPOSE
     SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT OR RELIEVE LESSEE OF ANY
     OTHER OBLIGATION UNDER THIS LEASE.

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

4. STATUTORY FINANCE LEASE.  Lessee agrees and acknowledges that it qualify as a
statutory  finance lease under Article 2A of the Uniform  Commercial Code Lessee
acknowledges and agrees that lessee has selected both (1) the Equipment, and (2)
the supplier from whom Lessor is to purchase the Equipment.  Lessee acknowledges
that  Lessor  has not  participated  in any  way in  Lessee's  selection  of the
Equipment  or of the  supplier,  and Lessor has not  selected,  manufactured  or
supplied the Equipment.

LESSEE IS ADVISED  THAT IT MAY HAVE RIGHTS  UNDER THE  CONTRACT  EVIDENCING  THE
LESSOR'S  PURCHASE OF THE EQUIPMENT FROM THE SUPPLIER  CHOSEN BY LESSEE AND THAT
LESSEE SHOULD  CONTACT THE SUPPLIER OF THE  EQUIPMENT  FOR A DESCRIPTION  OF ANY
SUCH RIGHTS.

5.  ASSIGNMENT BY LESSEE  PROHIBITED.  WITHOUT  LESSOR'S PRIOR WRITTEN  CONSENT,
LESSEE  SHALL NOT ASSIGN THIS LEASE OR SUBLEASE  THE  EQUIPMENT  OR ANY INTEREST
THEREIN, OR PLEDGE OR TRANSFER THIS LEASE, OR OTHERWISE DISPOSE OF THE EQUIPMENT
COVERED HEREBY.

6. COMMENCEMENT;  RENTALS PAYMENTS;  INTERIM RENTALS.  This Lease shall commence
upon the written acceptance hereof by Lessor and shall end upon full performance
and  observance  by Lessee of each and every term,  condition  and  covenant set
forth in this Lease,  any Schedules  hereto and any  extensions  hereof.  Rental
payments  shall be in the amounts and frequency as set forth on the face of this
Lease or any  Schedules  hereto.  In this Lease,  any  Schedules  hereto and any
extensions  hereof Rental  payments shall be in the amounts and frequency as set
forth on the face of this Lease or any Schedules  hereto. In addition to regular
rentals,  Lessee shall pay to Lessor  interim rent for the use of the  Equipment
prior to the due date of the first  payment.  Interim rent shall be in an amount
equal to 1/30th of the monthly rental, multiplied by the number of days elapsing
between  the  date  on  which  the  Equipment  is  accepted  by  Lessee  and the
commencement  date of this  lease,  together  with the  number of days  elapsing
between  commencement  of the Lease and the due date of the first  payment.  The
payment  of interim  rent  shall be due and  payable  upon  Lessee's  receipt of
invoice from Lessor. The rental period under the Lease shall terminate following
the last day of the terms  stated on the face hereof or in any  Schedule  hereto
unless such Lease or Schedule has been  extended  other  modified.  Lessor shall
have no  obligation  to Lessee  under this  Lease if Lessee  fails to execute or
deliver  to  Lessor   Acknowledgment  and  Acceptance  of  Equipment  by  Lessee
acknowledging  its acceptance of the equipment  within thirty (30) days after it
is delivered to Lessee, with respect to this Lease or any Schedule hereto.

THIS LEASE IS NOT CANCELLABLE OR TERMINABLE BY LESSEE

SEE REVERSE  SIDE FOR  ADDITIONAL  TERMS AND  CONDITIONS  WHICH ARE PART OF THIS
LEASE.
<PAGE>
LESSEE  UNDERSTANDS  AND  ACKNOWLEDGES  THAT  NO  BROKER  OR  SUPPLIER,  NOR ANY
SALESMAN,  BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, IS AN AGENT OF LESSOR, NO
BROKER  OR  SUPPLIER,  NOR ANY  SALESMAN,  BROKER,  OR  AGENT OF ANY  BROKER  OR
SUPPLIER,  IS  AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE,
AND NO  REPRESENTATION  AS TO THE EQUIPMENT OR ANY OTHER MATTER BY THE BROKER OR
SUPPLIER, NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, SHALL IN
ANY WAY  AFFECT  LESSEE'S  DUTY  TO PAY  THE  RENTALS  AND TO  PERFORM  LESSEE'S
OBLIGATIONS  SET FORTH IN THIS LEASE.

7. CHOICE OF LAW.  This Lease shall not be  effective  until signed by Lessor at
its principal  office listed above.  This Lease shall be considered to have been
made in the state of Lessor's principal place of business listed above and shall
be  interpreted  in  accordance  with the laws and  regulations  of the state of
Lessor's principal place of business. Lessee agrees to jurisdiction the state of
Lessor's  principal  place  of  business  listed  above by any  action,  suit or
proceeding  regarding  this  Lease,  and  concede  that  it,  and  each of them,
transacted  business in the state of Lessor's principal place of business listed
above by entering into this Lease.  In the event of any legal action with regard
to this lease or the equipment  covered hereby,  Lessee agrees that venue may be
laid in the County of Lessor's principal place of business.

LESSEE; GOLD & MINERALS CO. INC.

(Signature) Larry Lozensky, President 5/25/99

LESSOR:

(Signature) John R. Balding 5/25/99
<PAGE>
                                   EXHIBIT "A"

                              EQUIPMENT DESCRIPTION

VENDOR: Can Pay Mining Co., Inc.
        P.O. Box 1718
        Queen Creek, AZ 85242-1718

Qty  Description
---  -----------

1    DRAGON Model 500 DS Hydraulic Furnace
1    Spare #500 Spout
1    36" Hemi Slag Mold
1    48" Conical Vent Hood
1    Paint Vent Hood & Arm
1    Set #60 Crucible Tongs
1    2 Man Ladle Holder
1    Stainless steel viewing mirror
2    50# crucibles
1    Small conical cast iron mold
1    Set Safety Gear (2 hoods, 2 Jackets, 2 pr gloves)
1    DRAGON Model 50GM secondary furnace
1    DRAGON Model R&D 3000 Blast Furnace

VENDOR: Asset Exchange Ltd.
        3502 E. Broadway Rd
        Phoenix, AZ 85040

Qty  Description
---  -----------

1    1/2" Thick NPP Tank
1    Rapid DC Power Supply
1    March TE-5C-MD Pump
2    Teflon Heaters
3    Non Indicating Temp Controllers
1    Teflon Heater
1    Low Level Float Switch
1    Technic MRS

VENDOR: Spectrex Corporation
        3580 Haven Avenue
        Redwood City, CA 94063

Qty  Description
---  -----------

1    6601000 Vreeland Direct Reading Spectroscope 110 VAC
1    6614000 Quantrex Quantitative Attchment

This  Exhibit  "A" is  attached  to and a part of Lease  No.  914601-001-01  and
constitutes a true and accurate description of the equipment.

LESSEE: Gold & Minerals Co., Inc.
        10115 E. Mountain View Rd., #1008
        Scottsdale, AZ 85258

(Signature) Larry Lozensky, President