Exhibit 10(vii)
                                 LEASE AGREEMENT
                                      (NNN)

1. PARTIES.  This Lease, dated for reference purposes only, October 29, 1998, is
made by and between John Afridi  (herein called  "Landlord")  and RTO OPERATING,
INC. D/B/A HomeChoice (herein called "Tenant").

2.  PREMISES.  Landlord  hereby leases to Tenant and Tenant leases from Landlord
for the term at the rental,  and upon all of the  conditions  set forth  herein,
that certain real  property  situated in the County of Salt Lake,  State of Utah
commonly  known as 1374 South State Street,  Salt Lake City,  Utah and described
as: Approximately 4,500 Square Feet of Showroom/Retail/Storage space, and herein
referred to as the "Premises".

3. TERM.

     3.1 Term. The term of this Lease shall be for five (5) years  commencing on
February  1, 1999 and  ending on  January  30,  2004  unless  sooner  terminated
pursuant  to any  provision  hereof.  Tenant  shall have an option to renew this
lease for a second term of rive years, at a rental rate of $3,800 per month. The
option must be exercised  by Tenant  o-ivina  written  notice to the Landlord at
least ninety days prior to the expiration of the initial term hereof.

     3.2 Delay in Commencement.  Notwithstanding  said commencement date, if for
any reason Landlord cannot deliver  possession of the Premises to Tenant on said
date, Landlord shall not be subject to any liability  therefore,  nor shall such
failure affect the validity of this Lease or the obligations of Tenant hereunder
or extend the term hereof, but in such case Tenant shall not be obligated to pay
rent until possession of the Premises is tendered to Tenant;  provided,  however
that if Landlord  shall not have  delivered  possession  of the Premises  within
sixty (60) days from said commencement  date, tenant may, at Tenant's option, by
notice in  writing to  Landlord  within ten (10) days  thereafter,  cancel  this
Lease,  in which  event the parties  shall be  discharged  from all  obligations
hereunder. If Tenant occupies the Premises prior to said commencement date, such
occupancy  shall be subject to all provisions  hereof,  such occupancy shall not
advance the  termination  date, and the Tenant shall pay rent for such period at
the initial monthly rates set forth below.

4.       BASIC RENTAL PAYMENTS.

     4.1 Basic  Annual  Rent.  Tenant  agrees to pay to Landlord as basic annual
rent (the "Basic Annual Rent") at such place as Landlord may designate,  without
prior demand  therefore  and without any  deduction or set off  whatsoever,  the
following: $3,800 per month for months 1-60

     Said monthly installments shall be paid in advance on the first day of each
calendar month during the term of the lease.  Simultaneously  with the execution
hereof,  Tenant has paid to Landlord the first month's rent,  receipt whereof is
hereby  acknowledged,  subject to collection,  however, if made by check. In the
event  the  Commencement  Date  occurs  on a day  other  than the first day of a
calendar month, then rent shall be paid on the Commencement Date for the initial
fractional  calendar  month  pro-rated on a per-diem  basis (based upon a thirty
(30) day month) and paid on the Commencement Date.

     4.2 Additional Monetary  Obligations.  Tenant shall also pay as base rental
(in  addition to the Basic  Annual Rent) all other sums of money as shall become
due and payable by Tenant to Landlord under this Lease.

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Landlord shall have the same remedies in the case of a default in the payment of
said other sums of money as are  available  to Landlord in the case of a default
in the payment of one or more installments of Basic Annual Rent.

     ADDITIONAL  RENT.  All charges  payable by Tenant  other than Base Rent are
called "Additional Rent." Unless this Lease provides otherwise, Tenant shall pay
all  Additional  Rent when  billed.  The term  "rent"  shall  mean Base Rent and
Additional rent.

     (a) "Lease  Year"  shall  mean any twelve  month  period  beginning  on the
Commencement Date or any anniversary thereof during the term of the lease.

     (b) "Estimated  Basic Costs" shall mean the projected amount of Basic costs
for any given Lease Year as estimated by Landlord prior to the  commencement  of
such Lease Year.

     (c) "Tenant's Proportionate Share" shall mean sixty five percent (65%).

     LATE  CHARGES.  In the event Tenant shall fail to pay said rent  (including
any additional  rental due hereunder) on the due date or within ten (10) working
days thereafter,  a late charge of ten (10%) percent per month of the delinquent
rental  shall  be  added  to  said  rental  and  paid to the  Landlord  together
therewith.

5. SECURITY DEPOSIT. None.

6.  AUTHORIZED  USE.  Tenant  shall use the leased  Premises  for the  following
purpose,  and for no other purpose  whatsoever,  without the written  consent of
Landlord  first had and  obtained:  General  Retail  Tenant  shall not commit or
knowingly  permit any waste of the leased Premises and shall not permit any part
of the leased  Premises  to be used for any  unlawful  purpose.  The Tenant will
comply  with all  applicable  Federal,  State and  local  laws,  ordinances  and
regulations  relating to the leased  Premises  and its use and  operation by the
Tenant.

7. PROPERTY TAXES.

     7.1 Real Property  Taxes.  Tenant shall pay sixty five percent (65%) of the
Real Property Taxes on the Property (and 100% of any fees,  taxes or assessments
against, or as a result of, any tenant improvements installed on the Property by
or for the benefit of Tenant  during the Lease Term.  Subject to  Paragraph  7.3
below,  such payment  shall be made within  fifteen ( 15) days after  receipt of
Landlord's  written  statement.  Landlord  shall  reimburse  Tenant for any real
property taxes paid by Tenant  covering any period of time prior to or after the
Lease Term.  If Tenant fails to pay the real property  taxes then due,  Landlord
may pay the taxes and Tenant shall reimburse Landlord for the amount of such tax
payment as Addition Rent, together with the late charge under Paragraph 4.

     7.2  Definition of "Real Property  Tax".  Real property tax means:  (i) any
fee, license fee,  license tax,  business  license fee,  commercial  rental tax,
levy, charge, assessment, penalty or tax imposed by any taxing authority against
the Property; (ii) any tax on the Landlord's right to receive, or the receipt of
rent or income from the Property or against  Landlord's  business of leasing the
Property; (iii) any tax or charge for fire protection,  streets, sidewalks, road
maintenance,   refuse  or  other  services  provided  to  the  Property  by  any
Governmental  agency; (iv) any tax imposed upon this transaction or based upon a
re-assessment  of the  Property  due to a change of  ownership,  as  defined  by
applicable  law, or other transfer of all or part of Landlord's  interest in the
Property; and (v) any charge or fee replacing any tax previously included within
the  definition  of real property tax.  "Real  property tax" does not,  however,
include  Landlord's  federal or state income,  franchise,  inheritance or estate
taxes.

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     7.3 Tax  Assessment.  Tenant agrees to pay sixty five percent (65%) of Real
Property Tax assessed to the entire  parcel owned by Landlord.  Tenant shall pay
such share to Landlord  within  fifteen  (15) days after  receipt of  Landlord's
written statement.

     7.4 Personal Property Tax.

          (i)  Tenant  shall  pay all  taxes  charged  against  trade  fixtures,
     furnishings,  equipment or any other personal property belonging to Tenant.
     Tenant  shall  try to have  personal  property  taxed  separately  from the
     Property.

          (ii) If any of Tenant's  personal property is taxed with the Property,
     Tenant  shall  pay  Landlord  the taxes for the  personal  property  within
     fifteen (15) days after Tenant  receives a written  statement from Landlord
     for such personal property taxes.

8. INSURANCE.

     8.1 Fire and  Casualty  Insurance.  It shall be the  responsibility  of the
Tenant to insure his equipment, furniture, fixtures and other personal property.
Tenant  shall  insure and keep insured his  leasehold  improvements  against the
perils of fire,  lightning,  the "Extended  Coverages",  vandalism and malicious
mischief  in an amount  sufficient  to provide  recovery of not less than ninety
percent (90%) of the replacement value of the Tenant's  leasehold  improvements,
such insurance shall be made payable to Landlord and Mortgagee (if any) as their
interests may appear.  Tenant shall be responsible for any damage to Premises as
a result of forced  entry into his space or  burglary  thereof.  Such  insurance
provided for hereunder shall be in a company or companies acceptable to Landlord
and shall be procured and paid for by Tenant,  and said policy or policies  will
be delivered to Landlord.  Such insurance may, at Tenant's election,  be carried
under any General Blanket Insurance Policy of tenant; provided,  however, that a
satisfactory  Certificate  of  Insurance,  together with proof of payment of the
premium shall be deposited with Landlord

     Upon Landlord's  written request,  Tenant agrees to re-invest all insurance
proceeds  received  from the loss or damage  or  destruction  of said  leasehold
improvements to rebuild said improvements in a manner  satisfactory to Landlord,
regardless  of whether or not Tenant  elects to  terminate  this Lease as herein
provided.  In the event  Tenant  elects to  terminate  this Lease as provided in
Paragraph 16, and providing said leasehold improvements are not rebuilt,  Tenant
does  hereby  assign  all of his  right,  title and  interest  in the  insurance
proceeds covering leasehold improvements to Landlord.

     Landlord shall insure the Premises (as a Basic Cost)  exclusive of Tenant's
leasehold  improvements  against the perils of fire,  lightning,  the  "Extended
Coverages",  vandalism and malicious mischief in an amount sufficient to provide
recovery of not less than ninety percent (90%) of replacement value.

     8.2 Increasing  Insurance Risk on Leased  Premises.  Tenant will not permit
said leased Premises to be used for any purpose which would render the insurance
thereon void or cause cancellation  thereof or the insurance risk more hazardous
or  increase  the  insurance  premiums  in effect at the time just  prior to the
commencement  of the term of this Lease.  Tenant will not keep,  use or sell, or
allow to be kept, used or Sold in or about the leased Premises,  any articles or
material which are  prohibited by law or by standard fire insurance  policies of
the kind  customarily in force with respect to premises of the same general type
as those covered by this Lease.  Tenant further agrees to pay to the Landlord on
demand, any increase in insurance premiums on the premises, resulting

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from any cause whatsoever,  over those premiums in effect at the time just prior
to the  commencement  of the terms of this  Lease.  A mutual  agreement  between
Tenant and  Landlord  must be met prior to any change in  insurance  coverage of
Landlord  Policy  that would  increase  the  payment  to the  Tenant  under this
paragraph.

     8.3  Liability  Insurance  and  Property  Insurance.  Tenant  will  pay its
proportionate  share of the Liability  Insurance  and Property  Insurance on the
building. Tenant shall pay such share to Landlord within fifteen (15) days after
receipt of Landlord's written statement.

9. UTILITIES.  Tenant shall pay, directly to the appropriate supplier,  the cost
of all natural gas, heat, light, power, sewer service,  telephone, water, refuse
disposal and other utilities and services supplied to the Property.  However, if
any services or utilities are jointly metered with other  property,  Tenant must
pay Tenant's  proportionate share of the cost of such utilities and services and
Tenant shall pay such share to Landlord  within fifteen (15) days after Landlord
provides Tenant a written receipt of the service or utility.

10.  REPAIR AND CARE OF  BUILDING.  Tenant  agrees to keep the  interior  of the
building,  and the  improvement on the Premises in good condition and repair and
agrees to pay for all  labor,  materials  and other  repairs  to the  electrical
wiring,  plumbing,  air conditioning and heating systems  (including  spring and
fall servicing, and replacement of filters as recommended by the manufacturers);
and to clean and paint the  interior  of the leased  Premises as the same may or
may not be necessary in order to maintain said  Premises in a clean,  attractive
and sanitary condition.

11. REPAIR OF BUILDING BY LANDLORD. Landlord agrees, for the term of this Lease,
to maintain the roof, in good  condition and to repair any latent defects in the
exterior walls, floor joints,  and foundations.  Landlord shall again repair any
defects in the plumbing,  electrical, heating and air conditioning systems prior
to date of  occupancy,  as well as any  damage  that might  result  from acts of
Landlord  or  Landlord's  representatives.   Landlord  shall  not,  however,  be
obligated to repair any such damage until  written  notice of the need of repair
shall have been given to Landlord by Tenant, and, after such notice is so given,
Landlord shall have a reasonable time in which to make such repairs.

12.  CONDITION  OF THE  PREMISES.  Tenant  accepts  the leased  Premises  in the
condition  they are in at the time of its taking  possession  of said  Premises,
except for attached  "Landlord's Scope of Work".  Tenant agrees,  if, during the
term of this Lease, Tenant shall change the usual method of conductance Tenant's
business on the leased Premises, or should Tenant install thereon or therein any
new  facilities,  or should  new laws and  regulations  be  imposed,  concerning
Tenant's  authorized  use,  Tenant will, at the sole cost and expense of Tenant,
make  alterations  or  improvements  in or to the demised  Premises which may be
required to reason of any Federal or state law, or by any municipal ordinance or
regulation applicable thereto.

13. ALTERATION OF BUILDING AND INSTALLATION OF FIXTURES AND OTHER APPURTENANCES.
Tenant may,  with written  consent of  Landlord,  who agrees not to withhold his
consent  unnecessarily,  but  at  Tenant's  sole  cost  and  expense  in a  good
workmanlike  manner, make such alterations and repairs to the leased Premises as
Tenant may require for the conduct of its business without,  materially altering
the basic character of the building or improvements,  or weakening any structure
on the  demised  Premises.  Tenant  shall  have  the  right,  with  the  written
permission  of Landlord,  to erect,  at Tenant's  sole cost,  and expense,  such
temporary  or  permanent  partitions,  including  office  partitions,  as may be
necessary  to  facilitate  the  handling  of  Tenant's  business  and to install
telephone  and  telephone   equipment  and  wiring,  and  electrical   fixtures,
additional lights and wiring and other trade appliances. All installations shall
be done in a good  workmanlike  manner.  Any  alterations or improvements to the
leased  Premises,  including  partitions,  all electrical  fixtures,  lights and
wiring shall, at the

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option of Landlord, become the property of Landlord, at the expiration or sooner
termination of this Lease.  By mutual  agreement  Tenant shall have the right to
change any leasehold  improvements  prior to  termination  of the Lease.  Should
Landlord  request Tenant to remove all or any part of the above mentioned items,
Tenant shall do so prior to the expiration of this Lease and repair the Premises
as described below.  Temporary shelves,  bins and machinery  installed by Tenant
shall  remain the  property  of Tenant and may be removed by Tenant at any time;
provided, however, that all covenants, including rent, due hereunder to Landlord
shall have been complied with and paid. At the expiration or sooner  termination
of this Lease, or any extension thereof,  Tenant shall remove said shelves, bins
and machinery,  and repair, in a good workmanlike manner, all damage done to the
leased premises by such removal.

14. ERECTION AND REMOVAL OF SIGNS. Tenant may, if building policy permits, place
suitable  signs on the leased  Premises for the purpose of indicating the nature
of the business carried on by Tenant in such Premises;  provided,  however, that
such signs shall be in keeping with other signs in the district where the leased
Premises are located; and provided,  further, that the location and size of such
signs  shall be approved by  Landlord  prior to their  erection.  Signs shall be
removed  prior to the  expiration  of this  lease and any  damage to the  leased
Premises  caused by  installation  or  removal  of signs  shall be  repaired  at
expenses  of the  Tenant.  All work  shall be  completed  in a good  workmanlike
manner.

15.  GLASS.  Tenant  agrees to  immediately  replace all class broken or damaged
during the term of this Lease with glass of the same  quality as that  broken or
damaged.

16. RIGHT OF ENTRY BY LANDLORD.  Tenant shall permit  inspection  of the demised
premises during reasonable  business hours, with prior 24 hour notification,  by
Landlord or Landlord's agents or representatives for the purpose of ascertaining
the  condition of the demised  Premises and in order that Landlord may make such
repairs as may be required to be made by Landlord under the terms of this Lease.
Thirty  (30) days  prior to the  expiration  of this  Lease,  Landlord  may cost
suitable  notice on the  demised  Premises  that the same are "For Rent" and may
show the Premises to prospective  tenants at reasonable times with prior 24 hour
notification.  Landlord may not, however,  thereby unnecessarily  interfere with
the use of demised Premises by Tenant.

17.  ASSIGNMENT  AND  SUBLETTING.  Neither  this Lease nor any  interest  tenant
voluntarily or involuntarily,  by operation of law, and neither all nor any part
of the leased Premises shall be sublet by Tenant, without Landlord's permission,
which shall not be unreasonably withheld.

18. DAMAGE OR DESTRUCTION.  If the demised Premises or any part thereof shall be
damaged or destroyed by fire or other  casualty,  Landlord shall promptly repair
all such damage and restore the demised  Premises without expense or interest to
Tenant,  subject to delays due to  adjustment of insurance  claims,  strikes and
other causes beyond  Landlord's  control.  If such damage or  destruction  shall
render the  Premises  unrentable  in whole or in part,  the rent shall be abated
wholly or  proportionately as the case may be until the damage shall be repaired
the Premises restored.  If the damage or destruction shall be so extensive as to
require the substantial  rebuilding,  i.e. expenditure of fifty percent (50%) or
more of replacement  cost of the building or buildings on the demised  Premises,
Landlord or Tenant may elect to  terminate  this Lease by written  notice to the
other  given  within  thirty  (30)  days  after  occurrence  of such  damage  or
destruction.

     Landlord and Tenant hereby release each other from  responsibility for loss
or damage  occurring on or to the leased  Premises or the premises of which they
are a part or to the contents of either thereof, caused by fire or other hazards
ordinarily  covered by fire and extended  coverage  insurance  policies and each
waives all rights of recover against the other for such loss or damage.  Willful
misconduct  lawfully  attributed  to either part,  whether in whole or in part a
contributing cause of the casualty giving rise to the loss or damage,  shall not
be excused under the foregoing release and waiver.

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19. INJURIES AND PROPERTY  DAMAGE.  Tenant agrees to indemnify and hold harmless
Landlord  of and from any and all  claims  of any kind or  nature  arising  from
Tenant's use of the demised  Premises during the term hereof.  and Tenant hereby
waives ail claims against  Landlord for damage to goods,  wares,  merchandise or
for injure, to persons in and upon the Premises from any cause whatsoever except
such  as  in  that  result  from  the   negligence  of  Landlord  or  Landlord's
representatives  or from  performance  by  Landlord.  Tenant  shall at all times
during  the term  hereof  keep in  effect  in  responsible  companies  liability
insurance in the names of and for the benefit of Tenant and Landlord with limits
as   follows:    Bodily   Injury    $500,000.00   each   occurrence;    Property
Damage.$100.000.00,or  in lieu thereof . a combined  limit of bodily  injury and
property damage liability of not less than $500,000.00.

     Such  insurance  may, at Tenant's  election,  be carried  under any general
blanket coverage of Tenant. A renewal policy shall be procured not less than Ten
(10) days prior to the  expiration  of any  policy.  Each  original  policy or a
certified copy thereof, or a satisfactory  certificate of the insured evidencing
insurance  carried with proof of payment of the premium shall be deposited  with
Landlord.  Tenant shall have the right to settle and adjust all liability claims
and all other claims  against the insurance  companies,  but without  subjecting
Landlord to any liability or obligation.

20. SURRENDER OF PREMISES. Tenant agrees to surrender the leased premises at the
expiration,  or sooner termination of this Lease, or any extension  thereof,  in
the same  condition  as when said  Premises  were  delivered  to  Tenant,  or as
altered,  pursuant to the  provisions  of this Lease,  ordinary  wear,  tear and
damage by the  elements  excepted,  and Tenant  shall remove all of its personal
property.

21. HOLDOVER.  Should the Landlord permit Tenant to holdover the leased Premises
of any part thereof.  after the  expiration of the term of this Lease.  then and
unless otherwise agreed in writing, such holding over shall constitute a tenancy
from  month-to-month  only,  and shall in no event be  construed as a renewal of
this Lease and all provisions of this Lease not inconsistent with a tenancy from
month-to-month  shall remain in full force and effect during, the month-to-month
tenancy.  Tenant agrees to give Landlord sixty (60) days prior written notice of
its intent to vacate Premises. Tenant agrees to vacate the premises within sixty
(60) days of this notice.  The rental for the  month-to-month  tenancy  shall be
equal to the Tenants actual rent at that time.

22. QUIET  ENJOYMENT.  If and so long as Tenant pays the rents  reserved by this
Lease and performs and observes all the covenants and provisions hereof,  Tenant
shall quietly enjoy the demised Premises, subject, however, to the terms of this
Lease, and Landlord will warrant and defend Tenant in the enjoyment and peaceful
possession of the demised Premises throughout the terms of this Lease.

23. WAIVER OF COVENANTS.  The failure of any party to enforce the  provisions of
this  Agreement  shall not  constitute a waiver  unless  specifically  stated in
writing,  signed by the party whose  rights are deemed  waived  regardless  of a
party's knowledge of a breach hereunder.

24.  DEFAULT.  If Tenant  shall make  default in the  fulfillment  of any of the
covenants and conditions hereof except default in payment of rent, Landlord may,
at its option,  after fifteen (15) days prior notice to Tenant, make performance
for Tenant and for the purpose  advance  such amounts as may be  necessary.  Any
amounts so advanced or any expense incurred, or sum of money paid by Landlord by
reason  of the  failure  of  Tenant  to  comply  with any  covenant,  agreement,
obligation  or  provision  of this Lease,  or in  defending  any action to which
landlord  may be  subjected by reason of any such failure for any reason of this
Lease,  shall be deemed to be additional  rent for the leased Premises and shall
be due and payable to Landlord on demand. The acceptance by Landlord of any

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installment of fixed rent, Or of any additional rent due under this or any other
paragraph of this lease, shall not be a waiver of any other rent then due nor of
the right to demand the performance of any other  obligation of the Tenant under
this Lease.  Interest shall be paid to Landlord on all sums advanced by Landlord
at an annual interest rate of ten (10%) percent.

         If Tenant shall make default in  fulfillment of any of the covenants or
conditions  of this Lease (other than the  covenants  for the payment of rent or
other  amounts) and any such default shall continue for a period of fifteen (15)
days after written  notice,  then Landlord  may, at its option,  terminate  this
Lease by giving Tenant written notice of such termination and,  thereupon,  this
Lease  shall  expire  as  fully  and  completely  as if that  day  were the date
definitely  fixed for the  expiration of the term of this Lease and Tenant shall
quit and surrender the leased Premises.

25. DEFAULT IN RENT,  INSOLVENCY OF TENANT.  If Tenant shall make default in the
payment of the rent reserved  hereunder,  or any part thereof,  or in making any
other payment  herein  provided  for, and any such default shall  continue for a
period of ten (10) days, or if Tenant shall be legally dismissed therefrom by or
under any  authority  other than  Landlord,  or if Tenant shall file a voluntary
petition in  bankruptcy  or if Tenant shall file any  petition or institute  any
proceedings  under any  insolvency  of Bankruptcy  Act or any amendment  thereto
hereafter made,  seeking to effect its  reorganization or a composition with its
creditors, or if in any proceeding based on the insolvency of Tenant or relating
to bankruptcy  proceedings,  a receiver or trustee shall be appointed for Tenant
or  the  leased  premises  or if any  proceeding  shall  be  commenced  for  the
reorganization  of Tenant or if the  leasehold  estate  created  hereby shall be
taken on execution or by any process of law or if Tenant shall admit in writing,
its  inability  to pay its  obligations  generally  as  they  become  due,  then
Landlord,  in addition to any other  rights or remedies it may have,  shall have
the immediate right of re-entry and may remove all persons and property from the
premises.  Such  property  may be removed  and stored in a public  warehouse  or
elsewhere  at the cost of and for the account of Tenant,  Landlord  may elect to
re-enter as herein  provided,  or Landlord may take possession  pursuant to this
Lease and re-let said premises or any part thereof for such term of terms (which
may be for a term extending beyond the term of this Lease) and at such rental or
rentals and upon such other terms and  conditions as Landlord in the exercise of
Landlord's sole discretion may deem advisable with the right to make alterations
and  repairs  to said  premises,  Upon each  such  re-letting,  Tenant  shall be
immediately  liable  for  and  shall  pay  to  Landlord,   in  addition  to  any
indebtedness due hereunder,  the costs and expenses of such re-letting including
advertising costs,  brokerage fees, any reasonable  attorneys' fees incurred and
the cost of such alterations and brokerage fees, any reasonable  attorney's fees
incurred ,and the cost of such alterations and repairs incurred by Landlord, and
the amount,  if any, by which the rent  reserved in this Lease for the period of
such re-letting (up to but not beyond the term of this Lease) exceeds the amount
agreed to be paid as rent for the premises  for said period of such  re-letting.
If Tenant has been credited with any rent to be received by such  re-letting and
such rents  shall not be  promptly  paid to  Landlord  by the new  Tenant,  such
deficiency  shall be calculated and paid monthly by Tenant.  No such re-entry or
taking  possession of the premises by Landlord shall be construed as an election
by Landlord to terminate this Lease unless the termination thereof be decreed by
a court of  competent  jurisdiction  or stated  specifically  by the landlord in
writing  addressed to the tenant.  Notwithstanding  any such re-letting  without
termination,  Landlord may at any time thereafter  elect to terminate this lease
for such previous  breach.  Should Landlord at any time terminate this lease for
any breach,  in addition to any other  remedy  Landlord  may have,  Landlord may
recover  from Tenant all damages  Landlord  may incur by reason of such  breach,
including a the cost of recovering the premises including attorney's fees, court
costs,  and  storage  charges  and  including  the  worth  at the  time  of such
termination of the excess, if any, of the amount of rent and charges  equivalent
to rent reserved in the remainder of the stated term, all of which amounts shall
be immediately due and payable from Tenant to Landlord.  In no event, shall this
Lease or any  rights or  privileges  hereunder  be an asset of Tenant  under any
bankruptcy insolvency or reorganization proceedings.


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26. ENFORCEMENT.  In the event either party shall enforce the terms of the Lease
by suit or  otherwise,  the party at fault  shall  pay the  costs  and  expenses
incident thereto, including, a reasonable attorney's fee.

27. FAILURE TO PERFORM COVENANT. Any failure on the part of either party to this
Lease to perform any obligation hereby shall be excused if such failure or delay
is caused by any strike, lockout,  governmental restriction or any similar cause
beyond the control of the party so failing to perform, to the extent and for the
period that such continues.

28. RIGHTS OF SUCCESSORS AND ASSIGNS.  The covenants and agreements contained in
this Lease  will  apply to,  inure to the  benefit  of, and be binding  upon the
parties hereto,  their heirs,  distributees,  executors,  administrators,  legal
representatives,  assigns,  and upon their  respective  successors  in interest,
except as expressly otherwise herein above provided.

29.  TIME.  Time is of the  essence of this Lease and every term,  covenant  and
condition herein contained.

30.  LIENS.  Tenant  agrees not to permit any lien for monies owing by Tenant to
remain  against the leased  premises  for a period of more than thirty (30) days
following  discovery  of the same by Tenant;  provided,  however,  that  nothing
herein  contained shall prevent Tenant,  in good faith and for good cause,  from
contesting in the courts the claim or claims of any person,  firm or corporation
growing  out  of  Tenant's  operation  of  the  demised  premises  or  costs  of
improvements by Tenant on the said premises,  and the postponement of payment of
such claim or claims,  until such contest shall finally be decided by the courts
shall not be a violation of this Agreement or any covenant  thereof.  Should any
such lien be filed and not  released or  discharged  or action not  commenced to
declare the same invalid within thirty (30) days after  discovery of the same by
Tenant,  Landlord may at Landlord's option (but without any obligation so to do)
pay and  discharge  such lien and may  likewise  pay and  discharge  any  taxes,
assessments  or other  charges  against  the  leased  premise  which  Tenant  is
obligated to pay and which may or might become a lien on said  premises.  Tenant
agrees to repay any sum so paid by Landlord upon demand  therefore,  as provided
for in paragraph 21 herein.

31.  CONSTRUCTION OF LEASE.  Words of gender used in this Lease shall be held to
include any other  gender,  and words in the  singular  number  shall  beheld to
include the plural when the sense requires.

32. PARAGRAPH  HEADINGS.  The paragraph heading as to the contents of particular
paragraphs  herein,  are inserted only for  convenience and are in not way to be
construed  as part of such  paragraph  or as a  limitation  on the  scope of the
particular paragraph to which they refer.

33. NOTICES.  It is agreed that the legal address of the parties for all notices
required  or  permitted  to be given  hereunder,  or for  purposes  of  billing,
process,  correspondence,  and any other  legal  purposes  whatsoever,  shall be
deemed  sufficient if given by  communication  in writing by United States mail,
postage prepaid and certified and addressed as follows:

If to Landlord, at the following address:      51 East 400 South Suite 210
                                               Salt Lake City, Utah 84111

If to Tenant, at the following address:        Attention: Real Estate Department
                                               P.0 Box 850306
                                               Mesquite, TX 75185-0306


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34. COMMISSIONS.  Landlord acknowledges the service of InterNet Properties, Inc,
as Real Estate Broker in this  transaction and in consideration of the effort of
said Broker in obtaining Tenant herein, does hereby agree to pay, to said broker
for services rendered,  commissions on the rental of the demised Premises.  Said
Broker  shall be entitled to his  commissions  regardless  of whether or not the
Premises are taken as a result of the exercise of the power of eminent domain or
by an agreement in lieu thereof.

35.  GOVERNING  LAW.  The  terms  of this  agreement  shall be  governed  by and
construed in accordance with the state of Utah.

36.  DOCUMENTATION.   The  parties  hereto  agree  to  execute  such  additional
documentation  as may be  necessary or desirable to carry out the intent of this
Agreement.

37.  CONTINGENCY  REGARDING  USE.  This Lease is  continent  upon there being no
restrictions,  covenants,  agreements,  laws, ordinances,  rules or regulations,
which would  prohibit  Tenant form using the above  described  Premises  for the
purposes described herein.

38. INDEMNIFICATION OF LANDLORD, Tenant, as a material part of the consideration
to be rendered to Landlord  under this  Lease,  shall hold  Landlord  exempt and
harmless  from any  damage or injury to any  person,  or the goods,  wares,  and
merchandise  of any person,  arising from the use of the Premises by Tenant,  or
from the  failure  of the  Tenant to keep the  Premises  in good  condition  and
repair, as herein provided.

39.  EMINENT  DOMAIN.  If at any time  during  the term of this Lease the entire
Premises or any part  thereof  shall be taken as a result of the exercise of the
power of eminent  domain or by an  agreement in lieu  thereof,  this Lease shall
terminate  as to the part so taken  as of the  date  possession  is taken by the
condemning authority.

     If all or any substantial portion of the Premises shall be taken,  Landlord
may terminate this Lease at its option,  by giving Tenant written notice of such
termination  within thirty (30) days of such taking.  If all or a Portion of the
Premises  taken  are  so  substantial  that  Tenant's  use of  the  Premises  is
substantially  impaired,  Tenant may  terminate  this Lease at its  option,  but
giving landlord  written notice of such  termination  within thirty (30) days of
such taking. If neither party terminates this Lease pursuant this Article,  this
Lease  shall  remain in full force and effect,  except that the rent  payable by
Tenant  hereunder  shall  be  reduced  in the  proportion  that  the area of the
Premises so taken bears to the total Premises.

     Landlord  shall be entitled to and Tenant  hereby  assigns to Landlord  the
entire  amount of any award in  connection  with such  taking.  Nothing  in this
Article shall give Landlord any interest in or preclude Tenant from seeking,  on
its own account,  any award  attributable to the taking of personal  property or
trade  fixtures  belonging  to  Tenant,  or for  the  interruption  of  Tenant's
business.

40.  REPRESENTATION  REGARDING  AUTHORITY.  The persons who have  executed  this
Agreement  represent  and warrant that they are duly  authorized to execute this
Agreement in their individual or representative capacity as indicated.

41. ENTIRE AGREEMENT.  This Lease Agreement constitutes the entire agreement and
understanding  between the parties hereto and supersedes all prior  discussions,
understandings  and  agreements.  This  Agreement may not be altered or amended.
except by a subsequent written agreement executed by all of the parties hereto.


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42. REVIEW OF DOCUMENTS.  The parties  hereto  represent that they have read and
understand  the terms of this Lease  Agreement,  and that they have sought legal
counsel to the extent  deemed  necessary  in order to protect  their  respective
interests.

43. KEYS & LOCKS.  The Tenant shall not change  locks or install  other locks on
doors without the written consent of the Landlord who agrees not to unreasonably
withhold his consent. Tenant upon the termination of the Tenant shall deliver to
the Landlord all the keys to the offices, rooms and toilet rooms which have been
furnished to the Tenant.

44. AUCTION,  FIRE OR BANKRUPTCY SALE.  Tenant shall not conduct any auction nor
permit any fire or bankruptcy sale to be held on the Premises.

45.      ESTOPPEL CERTIFICATE.

     45.1 Landlord's Right to Estoppel Certificate. Tenant shall, within Fifteen
(15) days after  Landlord's  request,  execute and deliver to Landlord a written
declaration  in recordable  form: (1) ratifying  this Lease:  (2)expressing  the
Commencement Date and termination date hereof, (3) certifying that this Lease is
in full force and effect and :as not been assigned,  modified,  supplemented  or
amended  (except by such  writing as shall be stated);  (4) that all  conditions
under this Lease to be performed by Landlord have been satisfied; (5) that there
are no  defenses  or  offsets  against  the  enforcement  of this  Lease  by the
Landlord,  or stating those claimed by Tenant; (6) the amount of advance rental,
if  any,(or  none if such is the case)  paid by  Tenant;  (7),the  date to which
rental has been paid; (8) the amount of security  deposited  with Landlord;  and
(9) such other  information  as  Landlord  may  reasonably  request.  Landlord's
mortgage  lenders  and/or  purchasers  shall  be  entitled  to  rely  upon  such
declaration.

     45.2 Effect of Failure to Provide Estoppel Certificate. Tenant's failure to
furnish  any  Estoppel  Certificate  within  fifteen  (15) days  after  request,
therefore  it shall be  conclusively  presumed  that:  (a) this Lease is in full
force and effect without  modification in accordance with the terms set forth in
the request;  (b) that there are no unusual  breaches or defaults on the part of
the  Landlord;  and (c) no more  than one (1)  month's  rent  has  been  paid in
advance.

     Landlord  and Tenant  have  signed this Lease at the place and on the dates
specified adjacent to their signatures below and have initialed all Riders which
are attached to or incorporated by reference in this Lease.

46.      MISCELLANEOUS.

1.   Landlord shall utilize a sum not to exceed Fifty Thousand Dollars ($50,000)
     in the  construction  of Tenant's  Premises as  indicated  on the  attached
     Exhibit  "A" -  Landlord's  Scope  of Work.  Landlord  shall  complete  the
     construction in Tenant's Premises as specifically set forth in the attached
     Landlord's Scope of Work, and any work that is not  specifically  indicated
     therein shall be at Tenant's sole cost and expense. 1

2.   Tenant  retains  the  right,  as long as rent is being  paid,  to close the
     Premises for business without penalty from the Landlord.

3.   Tenant shall have the "exclusive use" of their Premises.

Signed on 12/4/1998                By:  /s/  John Afridi
                                     --------------------------------
                                   Its: Owner

Signed on 11/28/1998               By: /s/  Robert Austein
                                     -----------------------------
                                   Its: Vice President

CONSULT YOUR  ATTORNEY - This  document  has been  prepared for approval by your
attorney.   No  representation  or  recommendation  is  made  as  to  the  legal
sufficiency,  legal  effect,  or  tax  consequences  of  this  document  or  the
transaction to which it relates. These are questions for your attorney.

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<PAGE>



TENANT:                   RTO OPERATING, INC., D/B/A HOME CHOICE
PROPERTY:                 1374 SOUTH STATE STREET

                                   EXHIBIT "A"

LANDLORD'S SCOPE OF WORK

A. Subject to and following,  completion of Landlord's Work as described  below,
Landlord  shall  deliver the  Premises  and Tenant  hereby  agrees to accept the
Premises in that  condition.  Landlord  shall  utilize a sum not to exceed Fifty
Eight Thousand and 00/100  Dollars($58,500)  to construct  Tenant's  Premises as
specifically  indicated below.  Landlord will provide Tenant a $50,000 allowance
for the improvements. The difference of $8,500 will be paid by the Tenant to the
Landlord  at time of Lease  execution.  Landlord  will use its best  efforts  to
complete the improvements in a good and workmanlike  manner by January 20, 1999.
Any work that is not specifically indicated below shall be at Tenant's sole cost
and expense.

B. Tenant agrees, at its expense, to prepare detailed drawings showing extent of
such  improvements,  sign  and  submit  said  signed  drawings  to  Landlord  in
triplicate  for review and  approval.  Drawings  must be  prepared by a licensed
architect or qualified designer.

In the event Landlord  shall approve said drawings,  which approval shall not be
unreasonably withheld, Landlord shall sign and return one (1) set of drawincs to
Tenant.  Notwithstanding  Landlord's review of such drawings and specifications,
and  whether  or  not  Landlord   approves  or  disapproves  such  drawings  and
specification, Landlord shall be responsible for compliance of such drawings and
specifications and of the construction with all applicable laws.

Landlord  agrees,  at its expense,  to construct the Premises in accordance with
the detailed drawings.

Landlord agrees to complete said  construction in accordance with all applicable
building codes and zoning ordinances of the City of Salt Lake.

Landlord agrees to provide Tenant, upon written request from Tenant, with copies
of all applicants  building  permits,  health department  permits,  contractors'
license  numbers,  insurance  certificates  covering  the work,  and final  lien
waivers evidencing Landlord's payment in full of all of Landlord's  construction
costs.

C. Any sign to be placed on the  Premises or on any part of the  exterior of the
structure  must be approved in writing by Landlord prior to the ordering of said
sign.

Landlord's Scope of Work:

1. Ceilings       Install a new 2 X 4 grid ceiling system in 2/3 of premises.

2.                Demolition  Removal of existing sheetrock walls, steel
                  beams & deck in  warehouse,  existin-  furnace,  block
                  wall dividing the space, one bathroom.

3. Doors          Install three new paint grade doors in sales area, install one
                  overhead panel door (no power).


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4. Drywall        Fir out exterior block walls to 9 feet,  install new partition
                  walls as per plan.

5.                Electrical  Install 28 outlets,  power to sign,  seven
                  light  switches,  47 2x4 light  fixtures,  three power
                  poles, 6 new 8' strip lights,  power to roof top unit,
                  power to new space heater location, one new panel

6.                Flooring Install owner supplied carpet, owner supplied
                  rubber  cove base,  owner  supplied  VCT;  minor floor
                  patching for new carpet (not to exceed $2,000).

7. Glass          Install one new window in office.

8.                HVAC Install one 7 ton high  efficiency RTU to include
                  diffusers,  duct  work,  etc,  install  gas  piping to
                  relocated space heater and RTU,  relocate one existing
                  space heater.

9. Block wall     Removal of block will and addition of supports to be completed
                  as per engineered drawings.

10. Exclusions    Supply of carpet, base, and VCT, cabinetry, floor outlets.

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