Exhibit 10(ix)
                                 LEASE AGREEMENT


1.   PARTIES  This Lease is made by and between A-Z South State  Corporation,  a
     Utah   corporation   ("Landlord"),   and  Frank  Saucedo  and  Ana  Sanchez
     ("Tenant").


2.   PREMISES  Landlord  hereby leases to Tenant and Tenant leases from landlord
     1370 State  Street for the term stated  herein,  at the rental and upon the
     conditions  set forth herein,  that certain real  property  situated in the
     County of Salt Lake, State of Utah commonly described as a one story office
     building  located at 1370 South State Street,  Salt Lake City,  Utah 84101;
     Approximately 2,500 Square Feet of Show Room/ Retail/ Office/ Storage space
     with parking in rear ( the "Premises").

3.       TERM

         3.1 Term. The term of this lease shall be for twelve months  commencing
         on January 1, 2001 (Commencement Date") and ending on December 31, 2001
         unless terminated sooner pursuant to any provision 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 the  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:

               Lease of approximately  2,500 square feet.  Monthly  installments
               from January 1, 2001 until December 31, 2001: $1,700.00.


         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.

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         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 the other
         Sections of this Lease  including,  but not limited to, those  required
         under  Paragraphs  7.1 and 24 hereunder.  Landlord  shall have the same
         remedies in the case of a default in the payment of sums required under
         this  Section as are  available to Landlord in the case of a default in
         the payment of one or more installments of the 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) "Tenant  Proportionate  Share"shall  mean thirty five percent
               (35%).

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

               (c)  "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.

         4.3 Late Charges.  In the event that Tenant shall fail to pay said rent
         (including  any  additional  rental due  hereunder)  on the due date or
         within five (5) days thereafter,  a late charge of ten percent (10%) of
         the  amount  delinquent  shall be added to said  rental and paid to the
         Landlord together therewith.

5.   SECURITY  DEPOSIT  Tenant  deposited  with  Landlord  on May 25,  2000 upon
     execution  original  Lease  $2,000.00  as security  for  Tenant's  faithful
     performance of Tenant's obligations  hereunder.  Landlord may use, apply or
     retain all or any  portion of said  deposit  for the payment of any rent or
     other  charge  in  default  or for the  payment  of any  other sum to which
     Landlord  may  become  obligated  by reason of  Tenant'  s  default,  or to
     compensate  Landlord  for any loss or  damage  which  Landlord  may  suffer
     thereby. If Landlord so uses or applies all or any portion of said deposit,
     Tenant shall within ten (10) days after written  demand  therefore  deposit
     cash with  Landlord in an amount  sufficient to restore said deposit to the
     full amount  herein above  stated and Tenant's  failure to do so shall be a
     material breach of this Lease.  Landlord shall not be required to keep said
     deposit  separate  from its general  accounts.  If Tenant  performs  all of
     Tenant's obligations hereunder, said deposit, or so much thereof as has not
     theretofore been applied by Landlord,  shall be returned,  without payments
     of interest or other  increment  for its use, to Tenant (or, at  Landlord's
     option, to the last assignee,  if any, of Tenant's  interest  hereunder) at
     the  expiration  of the term  hereof,  and after  Tenant  has  vacated  the
     Premises.  No trust  relationship  is created herein  between  Landlord and
     Tenant with respect to said Security Deposit.

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 office and retail. Tenant shall
     not commit or  knowingly  permit or allow any waste of the leased  Premises
     and shall not knowingly  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.



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7.   PROPERTY TAXES

         7.1 Real Property Taxes.  Tenant shall pay thirty five percent (35%) 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 paragraph7.3,  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 when due,  Landlord may
         pay the taxes and Tenant  shall  reimburse  Landlord  for the amount of
         such tax  payment as  Additional  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,  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.

         7.3 Tax  Assessment.  Tenant agrees to pay thirty five percent (35%) of
         Real  Property  Tax  assessed  to the entire  parcel  owned by 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 Premises, 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 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 with 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.


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         Upon  Landlord's  written  request,   Tenant  agrees  to  reinvest  all
         insurance proceeds received from the loss, damage or destruction of the
         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 18, 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) 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  exclusive  of  Tenant's
         leasehold improvements.

         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
         increase the insurance risk or 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
         from Tenant's  actions or occupancy,  over those  premiums in effect at
         the time just prior to the  commencement  of the term 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
         payments of Tenant under this Paragraph.

         8.3 Liability  Insurance and Property  Insurance.  Tenant will pay it's
         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
     service or utility.


10.  REPAIR  AND CARE OF  BUILDING  Tenant  agrees to keep the  interior  of the
     building and the  improvements on the Premises in good condition and repair
     and agrees to pay for all labor,  materials and other repairs, to clean and
     paint  the  interior  of the  leased  Premises  as the same may or might be
     necessary in order to maintain  said  Premises in a clean,  attractive  and
     sanitary condition. Tenant agrees to maintain, clean and repair, if needed,
     the floor covering  within the leases  premises.  Tenant is responsible for
     the cleaning and suppling the restrooms on the Premises  during the term of
     the lease in the  building  located at 1370 South State  Street,  Salt Lake
     City, Utah .

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 repair
     any  defects in the  plumbing,  electrical,  heating  and air  conditioning
     systems  prior to the 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.

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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.  Tenant agrees,  if, during the term of this Lease,  Tenant shall
     change  the usual  method of  conducting  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  by  reason  of any  Federal  of 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  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 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/or 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 glass in the Premises 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 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 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 expiration of this Lease, Landlord
     may post  suitable  notice on the Premises that the same are "For Rent" and
     may show the  Premises  to  prospective  tenants at  reasonable  times with
     24-hour  notification.  Landlord may not,  however,  thereby  unnecessarily
     interfere with the use of Premises by Tenant.


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17.  ASSIGNMENT AND SUBLETTING Neither this Lease nor any interest herein may be
     assigned by Tenant  voluntarily,  involuntarily or by operation of law, and
     neither all nor any part of the leased Premises shall be sublet by tenant.

18.  DAMAGE OR  DESTRUCTION If the 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  untenantable in whole or in part, the rent shall
     be abated  wholly or  proportionately  as the case may be until the  damage
     shall be repaired and 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  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 recovery  against the other for such
     loss of damage.  Willful  misconduct  lawfully  attributed to either party,
     whether in whole or in part, as a contributing cause of the casualty giving
     rise to the loss or  damage,  shall  not be  excused  under  the  foregoing
     release and waiver.

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  all claims  against  Landlord  for damage to goods,  wares,
     merchandise  or for  injury to persons  in and upon the  Premises  from any
     cause  whatsoever,  except  such as might  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  with
     responsible  companies  liability  insurance  in the  names  of and for the
     benefit of Tenant and Landlord with limits as follows:

     Bodily Injury, $500,000 each occurrence;  Property Damage,  $100,000; or in
     lieu  thereof,  a  combined  limit of bodily  injury  and  property  damage
     liability of not less than $1,000,000.

     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  insuring
     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 its personal
     property.

21.  HOLDOVER  Should the Landlord permit Tenant to holdover the leased Premises
     or 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

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     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.  Once Holdover  commences,  Tenant shall be required to give
     Landlord  thirty (30) days prior written notice of its intent to vacate the
     Premises. The rental for the month to month tenancy shall be on twenty five
     percent (25%) then the tenant's 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.  NO SMOKING  ENVIRONMENT  Tenant agrees that the premises are smoke free and
     that the use of any  smoking  product  within the  building  is an event of
     default under this lease.  Smoking  product  includes but is not limited to
     cigarettes, cigars and pipes.

24.  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.

25   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 written notice to Tenant,
     make  performance  for Tenant and for that 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, shall be deemed to be Additional Rent for the leased Premises
     under  Section 4 of this Lease and shall be due and  payable to Landlord on
     demand.  The acceptance by Landlord of any 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 percent (10%).

     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 terms of this
     Lease and Tenant shall quit and surrender the leased Premises.

26.  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 the  leased  Premises  or any part
     thereof  shall be  abandoned  or  vacated  or if  Tenant  shall be  legally
     dismissed  therefrom by or under any authority  other than Landlord,  or it
     Tenant  shall file a voluntary  petition in  bankruptcy  or if Tenant shall
     file any petition or institute  any  proceedings  under any  insolvency  or
     Bankruptcy Act or any amendment thereto  hereafter made,  seeking to effect
     its  reorganization  or a  composition  with  its  creditors,  or if in any
     proceedings  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 proceedings shall be commenced for the

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     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,
     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 or 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,  the cost of any alterations or repairs  required to be performed
     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  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 the cost of recovering  the Premises,  including
     attorneys'  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.

27.  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.

28.  FAILURE TO PERFORM COVENANT Any failure on the part of either party to this
     Lease to perform any obligation  hereunder 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
     extend and for the period that such continues.

29.  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.

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

31.  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 Premises or
     costs of improvements by Tenant on the Premises, and the postponement of

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     payment of such  claim or  claims,  until  such  contest  shall  finally be
     decided by the  courts.  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 to do so) pay and discharge
     such lien and may  likewise pay and  discharge  any taxes,  assessments  or
     other charges  against the leased Premises 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.

32.  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 be held to
     include the plural when the context requires.

33.  PARAGRAPH  HEADINGS The paragraph  heading as to the contents of particular
     paragraphs  herein,  are inserted only for convenience and are in no way to
     be construed as part of such  paragraph or as a limitation  on the scope of
     the particular paragraph to which they refer.

34.  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 addressed as follows:

         If to Landlord, at the following address:
         A-Z   South State Corporation
         268 West 400 South, Suite 300
         Salt Lake City, Utah 84101
         Tel. 801-575-8073
         Fax 801-522-0812

         If to Tenant, at the following address:
         Frank Saucedo  and Anna Sanchez
         1370 South State Street
         SLC, Utah 84101

35.  GOVERNING LAW AND VENUE The validity,  interpretation,  and  performance of
     this  Lease  shall be  governed  by the laws of the State of Utah,  without
     regard to its law on the conflict of laws. Any dispute  arising out of this
     Lease shall be brought in a court of  competent  jurisdiction  in Salt Lake
     County,  State of Utah. The parties exclude any and all statutes,  laws and
     treaties  which would allow or require any dispute to be decided in another
     forum or by other rules of decision than provided in this Lease.

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

37.  CONTINGENCY  REGARDING  USE This Lease is  contingent  upon there  being no
     restrictions, covenants, agreements, laws, ordinances, rules or regulations
     which would prohibit Tenant from 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 Tenant to keep the  Premises in good  condition  and
     repair as herein provided.

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39.  EMINENT  DOMAIN If at any time  during  the term of this  Lease the  entire
     Premises or any part  thereof  shall be taken as 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 the portion of
     the Premises taken is so  substantial  that Tenant's use of the Premises is
     substantially impaired,  Tenant may terminate this Lease at its option, but
     after giving Landlord written notice of such termination within thirty (30)
     days of such taking.  If neither party  terminates  this Lease  pursuant to
     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 a taking.  Nothing in
     this Section  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 Lease
     represent  and warrant that they are duly  authorized to execute this Lease
     in the capacities indicated below.

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

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

43.  KEYS AND LOCKS  Tenant  shall not change  locks or install  other  locks on
     doors  without  the  written  consent  of the  Landlord  who  agrees not to
     unreasonably  withhold  its  consent.  Tenant upon the  termination  of the
     tenancy  shall  deliver to the Landlord  all the keys to the Premises  that
     have been furnished to 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
         has not been assigned,  modified,  supplemented  or amended  (except by
         such writing as shall be stated); (4) stating that all conditions under
         this Lease to be performed by Landlord have been satisfied; (5) stating
         that there are no defenses or offsets  against the  enforcement of this
         Lease by the Landlord,  or stating those claimed by Tenant; (6) stating
         the  amount of  advance  rental,  if any (or none if such is the case),
         paid by Tenant; (7) stating the date to which rental has been paid; (8)
         stating the amount of security deposited with Landlord; and (9) stating
         such other information as Landlord may reasonably  request.  Landlord's
         mortgage  lenders  and/or  purchasers may be entitled to rely upon such
         declaration.


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         45.2 Effect of Failure to Provide Estoppel Certificate. If Tenant fails
         to furnish any Estoppel  Certificate  within  fifteen (15) days after a
         request made pursuant to the above Paragraph, its 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) that 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


SPACE IS LEASED IN "AS IS" CONDITION



Signed on December 7, 2000                         By:  /s/  Richard D. Surber
                                                      ------------------------
at ________________________________                Title: President

Signed on December 8,, 2000                        By:  /s/ Frank Saucedo
                                                      -------------------------
at ________________________________                Title: Owner


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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