EXHIBIT 10.2

                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
           STANDARD INDUSTRIALVCOMMERCIAL SINGLE-TENANT LEASE - GROSS
        (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) Form STG-6-2/17


 1. Basic Provisions ("Basic Provisions")

     1.1  Parties:  This Lease  ("Lease"),  dated for  reference  purposes  only
September  1st,  2004, is made by and between J. D. Guthrie,  LLC ("Lessor") and
Pacific Fuel Cell Corp. ("Lessee"), (collectively the "Parties," or individually
a "Party"),

     1.2  Premises:  That  certain real  property,  including  all  improvements
therein or to be provided by Lessor under the terms of this Lease,  and commonly
known as 1201 Research Park Drive,  Unit 500, located in the County of Riverside
state of Californiao and generally  described as (describe briefly the nature of
the  property  and, if  applicable,  the  "Project",  if the property is located
within ("Premises"). (See also Paragraph 2)

     1.3 Term: 3 years and 0 months ("Original Term") commencing  ("Commencement
Date") and ending August- 31, 9007 ("Expiration Date"). (See also Paragraph 3)

     1.4 Early Possession:  N/A ("Early Possession Date").  (See also Paragraphs
3.2 and 3.3)

     1.5 Base Rent: $ 3058.90 per month ("Base Rent"),  payable on the First day
of each month commencing September 1, 2004 (See also Paragraph 4)

* If this box is checked,  there are  provisions in this Lease for the Base Rent
to be adjusted and/or for common area maintenance charges.

     1.6 Base Rent Paid Upon Execution: $ 3058.90 as Base Rent for the periodo

     1.7 Security Deposit: $ 3058.90 ("Security  Deposit").  (See also Paragraph
5)

     1.8 Agreed Use: Office/ Laboratory o (See also Paragraph 6)

     1.9  Insuring  Party.  Lessor is the  "Insuring  Party".  The annual  "Base
Premium" is $ 0______. (See also Paragraph 8)

     1.10 Real Estate Brokers: (See also Paragraph 15)

     (a) Representation:  The following real estate brokers  (collectively,  the
"Brokers")  and  brokerage   relationships  exist  in  this  transaction  (check
applicable boxes):

  * __N/A___ represents Lessor exclusively ("Lessor's Broker");
  * __N/A___ represents Lessee exclusively ("Lessee's Broker"); or
  * __N/A___ represents both Lessor and Lessee ("Dual Agency").

     (b) Payment to Brokers:  Upon  execution and delivery of this Lease by both
Parties,  Lessor  shall pay to the Broker  the fee  agreed to in their  separate
written  agreement (or if there is no such agreement,  the sum of __N/A______ of
the tota! Base Rent for the brokerage services rendered by said Broker).

     1.11  Guarantor.  The  obligations of the Lessee under this Lease are to be
guaranteed  by____________________  ("Guarantor").  (See also Paragraph 37) 1.12
Addenda and Exhibits.  Attached  hereto is an Addendum or Addenda  consisting of
Paragraphs ___through and Exhibits "A" See other page, all of which constitute a
part of this Lease.

2. Premises.

     2.1 Letting.  Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor,  the Premises,  for the term, at the rental,  and upon all of the terms,
covenants and  conditions  set forth in this Lease.  Unless  otherwise  provided
herein,  any  statement  of size set forth in this Lease,  or that may have been
used in  calculating  rental,  is an  approximation  which the Parties  agree is
reasonable  and the rental based  thereon is not subject to revision  whether or
not the actual size is more or less.

     2.2  Condition.  Lessor shall deliver the Premises  broom clean and free of
debris on the Commencement  Date or the Early  Possession Date,  whichever first
occurs ("Start Date"), and warrants that the existing electrical, plumbing, fire
sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"),
loading  doors,  if any,  and all other such  elements of the  building,  in the
Premises,  other than those  constructed  by Lessee,  shall be in good operating
condition on said dale and that the surface and structural elements of the roof,
bearing walls and  foundation of any buildings on the Premises (the  "Building")
shall be free of material defects. If a non-compliance with said warranty exists
as of the Start Date, Lessor shall,  except as otherwise provided in this Lease,
promptly  after  receipt  of  written  notice  from  Lessee  setting  forth with
specificity  the  nature  and  extent of such  non-compliance,  rectify  same at
Lessor's expense.  If, after the Start Date, Lessee does not give Lessor written
notice of any non-compliance  with this warranty within (i) six (6) months as to
the HVAC systems or (ii) thirty (30) days as to the remaining  systems and other
elements  of the  Building,  correction  of  such  non-compliance  shall  be the
obligation  of Lessee at Lessee's  sole cost and  expense,  except for the roof,
foundations, and bearing walls which are handled as provided in paragraph 7

 * From subsequent page to the last page are strandard Form of STG-6-2/97.

<PAGE>

                                   EXHIBIT "A"

     --Rent increase will be 3% annually

     --Late  fees of 5% will  apply if rent is not  received  by the 10th of the
month

     --Lessee pays for Electricity and Gas

     --Lessor pays for Water

     --Janitonal  service is not included

     The parties  hereto have  executed this Lease at the place and on the dates
specified above their respective signatures.

Executed at: Riverside, CA                   Executed at:  Riverside, CA

On:  _________________________________       On:  ______________________________

By Lessor:  J. D. Guthrie, LLC               By Lesee:  Pacific Fuel Cell Corp.


By:   ________________________________       By:   _____________________________

Name Printed:   Jim Guthrie                  Name Printed:   George Suzuki

Tittle:    Owner                             Tittle: President

Telephone:                                   Telephone:

<PAGE>


                 ADDENDUM TO LEASE BETWEEN J.D. GUTHRIE, L.L.C.
                 PACIFIC FUEL CELL CORP DATED SEPTEMBER 1, 2004

     1. This  Addendum  supersedes  provisions in the titled lease to the extent
that the  provisions  in this  Addendum  contradict  or are in conflict with the
provisions^oSlease.

     2. Paragraph 8.1 of the lease is removed and is rendered null and void.

     3. Lessor (J.D. Guthrie, L.L.C.) will build out Tenant Improvements per the
attached plans at no additional cost to PFCE.

     4. In the event that the Tenant Improvements are not completed by September
1 2004 the start of the lease will be delayed until the Tenant  Improvements are
completed.

     5. PFCE will be entitled to 10 parking spaces.

     6 PFCE win be entitled to place a sign at its sole  expense on the building
subject  to  approval  by  lessor,  which  approval  shall not  unreasonably  be
withheld.

     7.  PFCE is  entitled  to move to  larger  space  owned  by  lessor  or its
afrlliates without penalty during the term of this lease.

     The parties,  having read the above,  hereby  approve this  addendum in its
entirety.


LESSOR                                         LESSEE

------------------------------                 -------------------------------
L. D. Guthrie L.L.C.                           Pacific Fuel Cell Corp.
By: Jim Guthrie, Owner                         By: George Suzuki, President