LEASE OF WELLS AND EQUIPMENT

This Lease is made and entered into this 1st Day of April, 1999,
by and between The Great Basin Water Company, with its principal
offices at 2921 North Tenaya Way, Suite 218, Las Vegas, Nevada,
89128, (hereinafter referred to as Owner) and The Shadow Ridge
Water Company, 340 North Mesquite Blvd., Suite 112, Post Office
Box 1721, Mesquite, Nevada, 89024 (hereinafter referred to as
lessee).
                       WITNESSETH:

1. DESCRIPTION OF WELLS AND WATER SUPPLY: Owner hereby leases to
the Lessee, and Lessee hereby leases from the Owner, for the term
and according to the covenants and conditions contained herein,
all those certain wells and water together with the improvements
and equipment thereon, further described as those wells under the
registrations Numbers 604106, 604107, 604108, and 604105, as
registered in the State of Arizona, along with the 2,733 acre
feet of water granted on 27 September, 1993, Re: Lease no
01-53521 under claims number 224, 225 and 263 with the State of
Arizona.

2. TERM: The term of this lease shall be Ninety Nine Years,
commencing on the I" Day of April, 1999, and ending on 3 1' day
of March, 2098. Providing that Lessee is not in default
hereunder, the Lessee shall have first right of renewal for an
indefinite term.

3. MINIMUM ANNUAL BASE LEASE: The minimum annual Base Lease shall
be Seventy Five Thousand Dollars ($75,000.00), payable to the
owner on the first day of October of each year in the term of the
lease starting with the first day of October, 2000. In addition
to the minimum annual base lease agreed to be paid to the Owner
at the time and in the manner specified above, an amount equal to
Ten Percent (10%) of the gross sales, made in, upon or from the
wells during each calendar year of portion thereof the term of
this lease, less the cost of repair, replacement or general
maintenance of the equipment attached to any of the wells which
are directly involved in the operation of the wells. Such
payments will be due within thirty days (30) following the end of
each calendar quarter. Together with the payment, Lessee shall
furnish Owner with a written statement setting forth the total
Gross Sales made in, upon, through or from the wells referred to
in this lease.

4. ZONING, DISCLAIMER OF WARRANTIES AND CONDITION OF EQUIPMENT:
Owner makes no warranties or presentations of any kind concerning
the condition of the equipment or its fitness for the use
intended by the Lessee, or as to its zoning and/or State of
Arizona requirements, and hereby disclaims any personal knowledge
with respect thereto. Lessee accepts all equipment and wells
leased herein "As Is", in its present condition without any
warranty of the Owner whatsoever.





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5. TAXES, ASSESSMENTS, UTILITIES AND INSURANCE. It is expressly
understood and agreed that this is a triple net lease.

     A. Taxes: Lessee, at Lessee's sole cost, shall, as due, make
all payments of property taxes, assessments, and governmental
charges, on both real and personal property, during the entire
term thereof This shall include any taxes accrued during the term
hereof, even though they are not billed until after the
expiration of this Lease. All taxes, assessments, and
governmental charges due from the Lessee, shall be payable to the
Owner in equal quarterly payments, with the regular payments
beginning on the commencement date of this Lease and continuing
on the first day of each month for the balance of the term,
and shall be based upon the prior year's assessments but shall be
subject to adjustment for the actual amount due for the current
year. Any additional sums owed by Lessee to the Owner because of
such adjustment shall be due with the next succeeding quarterly's
minimum base rental payments.

For the purpose of this section, Property taxes shall mean real
property taxes, personal property taxes, occupancy taxes,
assessments upon the property and the improvements which may be
imposed by any governmental authority or agency, and any tax on
or measured by the revenues sold or marketed, imposed wholly or
partly in lieu thereof, but shall not include any net income,
franchise, capital stock, estate or inheritance taxes, except as
hereinafter provided.

     B. Utilities: Lessee shall pay directly to the applicable
company the cost of all utilities consumed on the Premises,
including but not limited to power, electricity, gas, water,
garbage disposal, sewer services and telephone.

     C. Insurance. Lessee shall at is sole cost, agrees that it
will procure and keep in full force throughout the term
hereof, at a minimum, the following types and amounts of
insurance.

          i. Public Liability: Personal Injury in the amount of
$1,000,000.00 per person, and $1,000,000.00 per occurrence;
Property Damage in the amount of $500,000.00 per occurrence.

          ii. Casualty: Fire and Extended coverage for 100% of
the replacement cost of the buildings, leasehold improvements and
equipment, fixtures and casings, excluding foundation and
excavation costs.

6. INDEMNIFICATION OF OWNER: It is understood and agreed that the
Lessee releases the Owner from, and indemnities Owner against,
all claims, demands, charges, liens, causes of action and
proceedings, of every kind and nature, connected with the person
or property of the Lessee arising directly from the use of the
leased premises and equipment or any public sidewalk or path or
trail, by anyone other than an agent or representative of the
Owner.



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7. MAINTENANCE: Lessee shall keep the interior and exterior of
the equipment, including the immediate real property area, and
all building systems, including, but not limited to, electrical,
plumbing, heating and cooling systems, in good working order,
repair and condition at the sole cost of the Lessee and expense
through the term of this lease.

8. Lessee may not assign this lease in whole or in part, or
sublet the premises, or wells without first obtaining the prior
written consent of the Owner, which consent shall not be
unreasonably withheld.

9. TRANSFER OF INTEREST IN CORPORATION: In that the Lessee is a
Corporation, then, when either the responsible operational
officer of the Lessee shall be replaced by another person as the
responsible operational officer; or there shall be a cumulative
transfer of over fifty (50%) percent of equity interest in the
Lessee within any two (2) year period, then such transfer shall
constitute an assignment as set our herein above.

10. DEFAULT: The occurrence of any of the following shall
constitute a default and material breach of this Lease:

     A. The abandonment of the leased property by the Lessee.

     B. A failure of the Lessee to pay the rent, including
percentage rentals, additional rent or to make any other payment
required to be made by the Lessee hereunder on the date o
such payment is due and owing:

C. The making of the Lessee any general assignment for the
benefit o creditors; the filing by or against or of a petition
for reorganization or arrangement under any law relating to
bankruptcy, unless, in the case of a petition filed against
Lessee, the same is dismissed within sixty (60) days; the
appointment of a trustee or receiver to take possession of
substantially all of the Lessee's assets located on the leased
wells, or the Lessee's interest in this Lease, where possession
is no restored to the Lessee within thirty (30) days; or the
attachment, execution or other judicial seizure of substantially
all of the Lessee's assets located at the leased wells sites, or;

     D. The failure of the Lessee to comply with any of the
terms, covenants or conditions of this lease.




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IN WITNESS WHEREOF, the parties have duly executed this lease on
the day and year first written above. Individuals signing on
behalf of a principal warrant that they have the authority to
bind their principals.


      Signed, Sealed and delivered in the presence of:

                            OWNER




/s/MARY M.CHARBONEAU               /s/ SIGNATURE OF PRESIDENT
Witness                                   Pres. CEO
                                   The Great Basin Water Co.


                            LESSEE


/s/MARY M. CHARBONEAU               /s/Jay J. TAYLOR
Witness



                           Exhibit A

                       Legal Description

The following attached documents describe the acre feet of water,
the well information and identification number with all locations
listed.


1. Water Share Purchase Agreement

2. Water Application Grant dtd 27 Sep 93, Arizona State Land
Department

3. Well Registration # 604106

4. Well Registration # 604107

5. Well Registration # 604108

6. Well Registration # 604105