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EXHIBIT 10.1

                            LEASE AND PURCHASE OPTION


         THIS EXPLORATION LEASE AND PURCHASE OPTION (the "Lease") effective as
of the 8th day of January, 2001 regardless of the actual times of signing and
acknowledgement, between ROBERT STEELE (hereinafter collectively called
"Owner"), and LENNOC VENTURES INC. (hereinafter called "LENNOC").

1.       Owner, in consideration of the sum of Fifteen Hundred Dollars
         ($1,500.00) (the Initial Payment") to be paid upon signing this Lease
         and Purchase Option and other considerations and of the royalties
         herein reserved and the covenants to be performed by LENNOC, does
         hereby lease, let and demise unto LENNOC and its successors and
         assigns, all right, title and interest in the Sand Pass group of
         unpatented mining claims and State of Utah mineral lease described in
         Exhibit A hereto (hereinafter referred to as the "Premises", including
         any or all surface rights thereto, located in Juab County, Utah.


2.       The term of this Lease shall be twenty (20) years, to commence on the
         effective date above written, and for so long thereafter as ores of
         minerals from the Premises are being mined, processed and marketed by
         LENNOC in commercially paying quantities. Whenever the continued term
         of this Lease is dependent solely upon mining, processing or marketing
         by LENNOC and there occur periods (I) when there is no reasonable
         market for ores or minerals which are or could be produced by LENNOC
         from the Premises for any periods of time each not to exceed two (2)
         consecutive years; or (ii) when the mining processing of marketing by
         LENNOC of ores or minerals from the Premises is prevented or
         interrupted by a condition or happening of force majeure as specified
         in Section 15 hereof, the term of this Lease shall nevertheless
         continue during such periods. When a satisfactory market becomes
         available, or upon cessation of any period of force majeure, LENNOC
         shall have a reasonable time thereafter within which to resume mining,
         processing or marketing of ores and minerals from the Premises. No
         cessations of operations for ninety (90) consecutive days or less, when
         such cessation is caused by any other reason, shall be considered a
         break in the continuity of mining, processing or marketing. A
         "reasonable market" shall not be deemed to exist and LENNOC may suspend
         operations during periods when the products of the Premises cannot be
         produced and sold at a profit by reason of low mineral prices and in
         such event, Owner shall be given access to all relevant information
         regarding such non-profitability.

3.       LENNOC shall have, and it is hereby given and granted, the right to
         enter onto and take over immediately the sole and exclusive possession
         and control of said Premises in the whole and every part thereof and,
         during the term of this Lease, to remain in the sole and exclusive
         possession and control thereof, and to investigate, measure, sample,
         examine, test, develop, work, operate, use, manage

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         and control, the same and the water and water rights, and to mine,
         extract and remove from said Premises the ores and minerals therein and
         appurtenant and belonging thereto, and to treat, mill, ship, sell or
         otherwise dispose of the same and receive the full proceeds therefrom,
         and to erect, construct, maintain, use and operate thereon and therein
         roads, utility lines, buildings, structures, machinery and equipment
         necessary for the foregoing purposes. The time; nature, location and
         extent of such or any or all the above activities and the cessation and
         resumption thereof shall be at the sole discretion of LENNOC and may
         include without limitation, open pit, underground, strip or solution
         mining methods, together with the right, subject to Section 4 hereof,
         to use and destroy so much of the surface as may be necessary, useful
         or convenient for the enjoyment of the rights herein granted. LENNOC
         may also, if it so elects, use all or part of the Premises in the
         enjoyment of such rights and may deposit or dump any materials thereon,
         whether produced therefrom or from any other property.

4.       LENNOC shall cause all work to be done in a careful and minerlike
         manner, and to conform in all respects to all applicable mining laws
         and regulations of all government authorities (local, state and
         federal) having jurisdiction over the Premises relating to LENNOC"s
         activities or operations of the Premises.

5.       If LENNOC finds in its sole judgment that the Premises warrant
         commercial development, it shall proceed with reasonable diligence with
         the development of the Premises in such manner and on a tonnage basis
         of such capacity as is deemed proper and adequate in LENNOC's sole
         judgment, and shall advance all funds required therefor, including the
         initial working capital in such an amount as it may deem proper for the
         operation of the Premises. In equipping the Premises for operation,
         LENNOC may determine in its sole judgment the location of any
         buildings, structures, machinery, equipment, mine openings, ore and
         waste storage dumps and whether the same shall be located outside the
         limits of the Premises and may acquire other land by purchase, lease or
         otherwise for such purposes. The title to and ownership of all capital
         items of property purchased or constructed by LENNOC in equipping the
         Premises for operation and all replacements and additions thereto shall
         remain solely in LENNOC.

6.       Owner hereby grants to LENNOC the exclusive and irrevocable right and
         option to purchase the Premises for the sum of One Million Dollars
         ($1,000,000.00) reduced by all amounts paid to Owner prior to close of
         escrow including the Initial Payment provided for in Section 1 hereof,
         annual advance minimum royalty payments provided for in Section 8
         hereof ("Purchase Price") and royalties provided for in Section 9
         hereof. This option is exercisable at any time during the term of this
         Lease.

7.       At the time LENNOC elects to exercise the purchase option, LENNOC shall
         give written notice of such election to Owner together with its
         designation of a bank or title insurance company as escrow agent.
         Within thirty (30) days after such notice is given. Owner and LENNOC
         shall execute and deliver to the escrow agent

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         escrow instructions setting forth the terms and conditions of this
         Lease. Upon execution of escrow instructions, Owner shall sign,
         acknowledge and deliver to the escrow agent a warranty deed in a form
         acceptable to LENNOC conveying to LENNOC all right, title and interest
         in and to the Premises subject only to the paramount title of the
         United States. The escrow instructions shall provide that:

             (a) LENNOC shall deposit with the escrow agent the Purchase Price
                 upon the execution of the escrow instructions.

             (b) Owner shall deposit with the escrow agent the warranty deed
                 upon execution of the escrow instructions.

             (c) The escrow shall close when the Purchase Price and warranty
                 deed have been deposited with the escrow agent.

             (d) Upon close of escrow the entire Purchase Price shall be
                 delivered to Owner and Owner's warranty deed shall be delivered
                 to LENNOC.

             (e) The escrow charges shall be paid one-half by Owner and one-half
                 by LENNOC.

         Not withstanding any other provision of this Lease, this Lease and
         LENNOC's obligations thereunder shall terminate at the close of escrow.


8.       Until this Lease is terminated or the Premises are purchased by LENNOC,
         LENNOC shall pay to Owner the following advance minimum royalty amounts
         according to the following schedule:

<TABLE>
<S>                                 <C>
                  $ 3,000.00        on or before the first anniversary date of this Lease;

                  $ 6,000.00        on or before the second anniversary date of this Lease;

                  $ 9,000.00        on or before the third anniversary date of this Lease;

                  $12,000.00        on or before the fourth and each succeeding anniversary
                                    date of this Lease.
</TABLE>

The total amounts of the advance minimum royalty paid by LENNOC shall apply to
and be deducted from the Purchase Price, and from the current and future
production royalties provided for in Section 9 hereof. The remaining amount of
the Purchase Price not yet having been paid when the option to purchase is
exercised shall be paid at the close of escrow.

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9.       Commencing with Date of Commencement of Commercial Production, a
         production royalty of all ores extracted and sold from the Premises
         shall be paid to Owner in the amount of three percent (3%) of Net
         Smelter Returns (as defined herein).

         (a) The term "DATE OF COMMENCEMENT OF COMMERCIAL PRODUCTION" as used
             herein shall mean the first (1st) day of the month following
             expiration of the first consecutive two (2) month period within
             which milling of ores produced from the Premises has yielded
             concentrates of commercial quality and quantity.

         (b) The term "NET SMELTER RETURNS" means amounts actually received by
             LENNOC from the sale of ores and minerals, except in the case of
             refined gold and silver in which case the Net Smelter Returns shall
             be the average daily quotations for the calendar week in which gold
             and silver is refined and made available for delivery to LENNOC, of
             the London Final Gold Quotation and the Handy and Harman New York
             official silver quotation as published in Metals Week (or its
             recognized successor in publication of gold and silver quotations);
             less but only to the extent actually incurred and borne by LENNOC
             after the Date of Commencement of Commercial Production:

             (i) Sales, use, gross receipts severance, ad valorem and other
                 taxes, if any, payable with respect to severance, production,
                 excluding any taxes on net incomes;

             (ii) Charges and costs, if any, for transportation from the mine or
                 mill to places where ores and minerals are smelted, refined
                 and/or sold;

             (iii) Charges, costs, including assaying and sampling costs, and
                 all penalties, if any, incurred upon smelting and/or refining
                 ores and minerals; in the event smelting or refining is carried
                 out in facilities owned or controlled, in whole or in part, by
                 LENNOC, charges, costs, and penalties for such operations shall
                 mean the actual costs incurred or the amount LENNOC would have
                 incurred if such operations were carried out at facilities not
                 owned or controlled by LENNOC then offering comparable services
                 for comparable product on prevailing terms, whichever is less.

         (c) Should the Premises be mined by other than conventional mining
             methods such as solution mining or in-situ mining, costs relating
             to the mining, milling and introducing or extracting of solutions
             into and from the ore, including leach piles and concentrating the
             pregnant solutions (e.g., solvent extraction, carbon extraction,
             absorption, desorption, etc.) shall not be deducted in calculating
             royalites hereunder. Operating Expenses relating to production of
             metal products from such concentrated solutions

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             (e.g. electrowinning, precipitation, etc.) shall be considered the
             equivalent of smelting and refining and shall be deductible.

         (d) "OPERATING EXPENSES" referred to in paragraph (c) above shall mean
             all costs, obligations, liabilities and expenses of whatsoever
             nature (excluding depreciation) which are incurred or become
             payable by LENNOC after the Date of Commencement of Commercial
             Production in connection with or for the benefit of the
             development, improvement, maintenance and operation of the process
             related to the production of metal products from concentrated
             solutions and the products thereof, including all expenses and
             deductions from income allowable (but with discretion in LENNOC in
             what accounting periods the same shall be chargeable) to such
             products and processes for income tax purposes.

         (e) LENNOC may commingle ore or other mined material from the Premises
             with ore or other mined material from other properties, wither
             before or after concentration or benefication, so long as the data
             necessary to determine the weight and grade, or in the case of heap
             leaching, solution or in situ mining, the metal content and percent
             recovery, both of the ore removed from the Premises and the ore
             with which it is commingled, are obtained by LENNOC, and furnished
             to Owner. LENNOC shall then use such data to allocate net returns
             from the commingled ore between the Premises and the other
             properties from which the other commingled ore or other mined
             material was removed. All such data and allocation calculations by
             LENNOC shall be done in a manner recognized by the mining industry
             as practical and sufficient at that time.

         (f) All mineral products of the Premises which are marketed shall be
             marketed at the best terms obtainable from any responsible smelter,
             refinery, or end user with due regard to freight differentials, and
             if such ores or concentrates or other products shall be treated at
             a smelter or refinery owned or controlled by LENNOC, the smelter or
             refinery schedules used for determining the Net Smelter royalty
             shall not be less favorable to the Premises than the schedules then
             being offered or being negotiated with independent shippers for
             materials of a like character and similar quantity.

         (g) Production royalties shall become due and payable by check on the
             fifteenth (15th) day of the month following the sale of the
             concentrates of smelting ores or mine products during the preceding
             calendar quarter and following the receipt by LENNOC of all
             necessary information for the calculation of the royalties.

         (h) All production royalty payments shall be based on the amount
             received by LENNOC from the sale of ores and minerals less
             deductions allowed

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             hereunder, or in the case that LENNOC in its sole judgment deems it
             reasonable to withhold production from sate then LENNOC shall
             notify Owner in writing with sufficient information as to the
             decision to withhold production from sale and Owner shall have five
             (5) business days to notify LENNOC in potential market adjustments
             or to determine the royalty payment due to Owner based on
             multiplying the average price per unit listed in Metals Week for
             such minerals for each calendar month by the total number of such
             units of ores and minerals produced from the Premises and
             subtracting from that product the appropriate deductions allowed
             hereunder.

         (i) LENNOC's engineering progress maps and factual data (but excluding
             interpretive information or data) on all mining operations upon the
             Premises pertinent to the computation of production royalties shall
             be available upon request for inspection by Owner for a reasonable
             period of time during normal business hours, but not more often
             that once each calendar quarter and Owner may enter the Premises at
             reasonable times for the purpose of inspecting the same, and LENNOC
             shall facilitate such inspection in every reasonable way, but Owner
             shall enter upon said Premises at the sole risk of Owner and so as
             not to hinder unreasonable the operations of LENNOC; and Owner
             shall indemnify and hold harmless LENNOC , its directors, officers
             and employees from any damage, claim or demand by reason of injury
             to or the presence of Owner or its agents, representatives,
             licensees or guests or any of them on the Premises or approaches
             thereto unless caused by the willful acts of LENNOC or its
             employees. Annually, within ninety (90) days after each anniversary
             date of this Lease, LENNOC shall provide to the Owner a copy of all
             raw factual data obtained from exploration of the Premises. Owner
             agrees to keep such data confidential until this Lease expires or
             is terminated other than by purchase of the Premises by LENNOC.

         (j) Owner shall be deemed to have waived any right it may have had to
             object to the royalty settlement made by LENNOC for any quarter,
             unless Owner notifies LENNOC in writing of such objection within
             ninety (90) days after receipt of such royalty which may be
             disputed. If Owner and LENNOC are unable to resolve the question by
             agreement within thirty (30) days after LENNOC's receipt of notice
             from Owner, the dispute shall be resolved as provided in Section 21
             below.


10.      For the purpose of determining the applicability of the royalty
         provided for in Section 9 hereof, LENNOC and Owner agree that any and
         all ores and minerals within the surface boundaries extended downward
         vertically of any claim held under lease or agreement by LENNOC, or now
         or hereafter owned by LENNOC, shall belong to such claim and none
         other, and LENNOC shall be required to account only to the owner of
         such claim for ores mined and removed by it

<PAGE>

         therefrom. As to the other claims or property adjoining or adjacent to
         the Premises, this Lease and the purchase of the Premises by LENNOC are
         intended to, and will, grant to LENNOC, subject to the terms hereof,
         the full rights of possession and enjoyment in and to the Premises and
         all ore and minerals therein and appurtenant thereto and all
         extralateral rights thereof as provided by law.

11.      Owner shall pay before they are delinquent all general property taxes
         assessed against the ownership of Owner in the Premises during the term
         of this Lease and shall be reimbursed by LENNOC for such taxes. LENNOC
         shall pay, before they are delinquent, all taxes levied or assessed
         against any and all personal property, machinery and equipment placed
         upon the Premises by LENNOC during the term of this Lease. If Owner
         fails to pay taxes chargeable solely to Owner when due, LENNOC may at
         its option pay the taxes of Owner directly.

12.      LENNOC shall comply with the Workmen's Compensation Laws of Utah and
         with Social Security, Unemployment Insurance and all other state and
         federal laws and regulations relating to LENNOC's operations and shall
         save Owner harmless from any claim for damages or liability by reason
         thereof. Without limiting the applicability of the foregoing, LENNOC
         shall perform all reclamation of the Premises required by local, state
         and federal laws and regulations as a result of LENNOC's activities or
         operations on the Premises, and this obligation shall survive
         termination of this Lease (except by purchase of the Premises).

                  LENNOC will discharge when due all claims, liabilities,
         expenses and obligations of, relating to or associated with the
         Premises which arise from or relate to any action, failure to act, or
         man-made condition occurring or arising while this Lease is in effect
         (but not before) whether or not arising out of federal, state or local
         laws, rules or regulations now in effect or which may come into effect
         in the future, including without limitation (i) and all obligations
         under the Comprehensive Environmental Response Compensation Liability
         Act of 1980 as amended ("CERCLA"), Pub. L. 95-510 and 96-561, and the
         Resource Conservation and Recovery Act of 1980 ("RCRA"), Pub. L. 96-482
         with respect to the Premises, and (ii) any and all personal injuries,
         property damage, contamination or pollution, known or unknown,
         determined to have resulted from LENNOC's activities or operations on
         the Premises.

                  LENNOC agrees to indemnify, defend and hold Owner harmless
         from and against any and all losses, liabilities, claims, demands,
         damages, costs and expenses of every kind, nature and description
         (including, without limitation, reasonable attorneys' fees and
         disbursements), based upon, arising out of or otherwise in respect of
         any claims, liability or obligation assumed by LENNOC under this
         section.

13.      If LENNOC, at its option and in its sole judgment, desires to amend or
         relocate any mining claims in the Premises, or if it discovers that
         fractions exist between any of such claims, it may, at its sole
         expense, amend or relocate such claims and

<PAGE>

         locate any such fractions, subject to this Lease, in the name of Owner.
         LENNOC shall also prepare and file such notices and certificates as may
         be required by state and federal Law as may be deemed appropriate to
         effect such amendment or location. All such amended or relocated claims
         or any fractions so located by LENNOC shall be included in the Premises
         for purposes of this Lease.

         This Lease shall constitute full and irrevocable power and authority
         during the term hereof for LENNOC to apply for a United States mineral
         patent in the name of Owner to any or all of the unpatented mining
         claims that comprise the Premises, and Owner agrees to assist in such
         application in any manner requested by LENNOC. If LENNOC makes such
         relocation or files such additional and/or amended location
         certificates as to such unpatented mining claims or applies for a
         United States mineral patent to any or all of such unpatented mining
         claims and such action is unsuccessful or the application is rejected
         in whole or in part, LENNOC shall not be liable to Owner for such loss
         in any manner whatsoever, provided LENNOC has proceeded in good faith
         in taking such action or making such application. The rights of LENNOC
         and Owner under this Lease shall extend to any and all such amended,
         relocated and patented mining claims.

         LENNOC shall pay all rentals and holding fees required, and shall
         perform all assessment work that is required or allowed, for the
         unpatented mining claims within the Premises in compliance with federal
         and state regulations, and shall timely record and file with the proper
         county, state and federal offices evidence of such work or payment in
         compliance with assessment, recording and filing requirements. In the
         event LENNOC terminates this Lease and the termination notice is
         provided to Owner after August 1 of any assessment year, LENNOC shall
         be obligated to perform the assessment work if required, or to pay the
         rental or holding fees for that assessment year.

         If federal law shall hereafter provide a tenure system for federally
         owned minerals of lands in which mineral resources may exist and such
         system is at variance with or in substitution for the existing system
         provided for mining locations under the General Mining Law of 1872, as
         amended, and if such law shall give the owners of unpatented mining
         claims an option to acquire rights under the new law in exchange for or
         in modification of their existing rights, this Lease shall constitute
         full power and authority to LENNOC to make such election. In the event
         such election is made, in order to keep this Lease in force and effect
         as to such unpatented mining claims, LENNOC shall pay all minimum or
         advance royalties, rentals, bonus payments, or other fees required by
         such substituted or modified tenure system.

14.      LENNOC shall keep the Premises and the whole and every part thereof
         free and clear of liens for labor done or work performed upon the
         Premises or materials furnished to it for the development or operations
         thereof under this Lease while the same is in force and effect, and
         will save and keep harmless Owner and indemnify Owner from all costs,
         claims, loss or damage which may arise by

<PAGE>

         reason of injury to any persons employed by LENNOC in or upon the
         Premises or any part thereof, or, except as provided in Section 9(I)
         hereof, which may arise by reason of injury to any persons or damage to
         any property as the result of any activities, work or operations of
         LENNOC or of its possession and occupancy of the Premises. A lien upon
         the Premises shall not constitute a default if LENNOC in good faith
         disputes the validity of the claim;, in which event the existence of
         the lien shall constitute a default only if such lien remains longer
         than ten (10) days after the lien has been finally adjudicated as
         valid.

15.      If LENNOC is rendered unable, wholly or in part, to perform any of the
         terms or covenants of this Lease, other than making the various
         payments hereunder, it shall not be deemed in default for any failure
         or delay in the performance thereof if such performance shall have been
         prevented or delayed by any of the following conditions of force
         majeure: labor disturbances, shortage of labor equipment, strikes,
         lockouts, other industrial disturbances, acts of God, act of the public
         enemy, lightning, fire, storm, flood, inclement weather, explosion,
         inability to obtain governmental licenses, permits or approval,
         regulations, restrictions, orders or acts of governmental agencies or
         courts; or on account of any eventualities or conditions, similar or
         dissimilar, whether enumerated or not, beyond the reasonable control of
         LENNOC, including federal, state and local health, safety, land use and
         environmental statues and regulations.

16.      The failure of LENNOC to make or cause to be made any of the payments
         provided for in Sections 8 or 9 hereof or to keep or perform any
         agreement on its part to be kept or performed according to the terms
         and provisions of this Lease, shall, at the election of Owner, work a
         forfeiture of this Lease; provided, however, that in the event of a
         default on the part of LENNOC, and the election of the Owner to
         terminate this Lease on account thereof, Owner shall give to LENNOC a
         written notice of its intention to declare a forfeiture of this Lease
         and to terminate the same on account thereof, specifying the particular
         default or defaults relied upon by it, and LENNOC shall have thirty
         (30) days after receipt of such notice in which to cure or commence and
         diligently pursue actions to cure the alleged default or defaults, in
         which event there shall be no forfeiture therefor. If LENNOC disagrees
         that such default occurred, it shall advise Owner in writing thirty
         (30) days after receipt of the notice of default. If, within fifteen
         (15) days thereafter, the parties have not resolved the dispute by
         mutual agreement, the issue of default shall then be resolved pursuant
         to Section 21 hereof.

17.      Notwithstanding any provisions herein to the contrary, LENNOC may
         terminate this Lease by providing thirty (30) days' written notice to
         Owner. Upon total cancellation and termination of this Lease, LENNOC
         shall be under no further obligation to Owner of any kind or nature
         whatsoever, except for the making of payments which have already
         accrued at the date of such cancellation and termination and for the
         payment of LENNOC's proportion of any taxes accrued while this Lease
         was in effect. Upon request by Owner given within ninety (90) days
         after termination or exploration of this Lease, LENNOC shall furnish
         Owner

<PAGE>

         with copies of all raw factual data obtained from exploration,
         development and mining of the Premises.

18.      In the event of a forfeiture, cancellation or other termination of this
         Lease, LENNOC shall surrender to Owner peaceable possession of the
         Premises and shall within thirty (30) days thereafter, if requested by
         Owner, deliver to the Owner a written relinquishment hereof, together
         with a copy of its engineering progress maps showing any workings made
         or uncovered by LENNOC on the Premises

19.      LENNOC shall have and is hereby given and granted six (6) months after
         a valid forfeiture, cancellation or other termination of this Lease
         (other than purchase of the Premises) to remove from the Premises all
         machinery, trade fixtures and equipment erected or placed in or upon
         the Premises by it. If LENNOC is hampered by snowdrifts, washouts,
         inclement weather, other climatic conditions or conditions of force
         majeure, from completing the removal of said property and equipment
         within the time specified, then Owner agrees to extend the time by a
         reasonable period if requested by LENNOC. Any such property not removed
         within said six (6) months shall become property of Owner, and LENNOC
         shall have no further rights, obligations or liabilities with respect
         thereto.

20.      Owner covenants that Owner now holds title and possession of the
         unpatented mining claims within the Premises, subject only to the
         paramount title of the United States, free and clear from all former
         grants, sales, liens or encumbrances. Owner agrees to furnish to LENNOC
         such abstracts, deeds or other evidences of title as may be in Owner's
         possession and control, and to allow and cooperate with LENNOC at
         LENNOC's option and cost and expense, to have abstracts brought to
         date. Owner covenants that it has full power and authority to enter
         this Lease.

         In the event Owner owns a lesser mineral interest in the Premises than
         that covenanted above, then all payments herein provided for shall be
         paid to Owner only in the proportion that the mineral interest of Owner
         bears to the mineral interest covenanted above. No change or transfer
         of any interest of Owner shall be binding upon LENNOC until a
         recordable instrument effecting such change or transfer has been
         recorded and a copy thereof has been delivered to and received by
         LENNOC.

21.      All disputes under this Lease shall be resolved in accordance with this
         Section 21 as follows:

         (a) Within fifteen (15) days of receipt of notice, the parties shall
             meet to attempt in good faith to resolve any disputes arising under
             this Lease. If the dispute cannot be resolved in such a meeting or
             if no meeting of the parties has taken place within fifteen (15)
             days of notice of a dispute, either party may initiate mediation as
             provided hereinafter. If convened, such mediation will be attended
             by a principal from each party. The

<PAGE>

             parties shall immediately endeavor to settle the dispute by
             mediation under the Center for Public Resources Model Procedure for
             Mediation of Business Disputes. The parties shall select an
             acceptable third party neutral within ninety (90) days of the date
             of notice. In the event that the parties cannot agree upon a third
             party neutral, the parties will agree on a third party neutral with
             the assistance of the Center for Public Resources. The third party
             neutral shall determine who pays his/her fees, based on positions
             taken, and other relevant circumstances.

         (b) The third party neutral shall attempt to resolve any such dispute
             in approximately thirty-two (32) days from the date of submission.
             A principal from each party will be required to attend the
             mediation. If mediation is not successful, the parties shall submit
             such dispute to Alternate Dispute Resolution ("ADR") in accordance
             with the following rules:

             (i) shall designate an impartial third party within ten (10) days
                 of a party's request for ADR;

            (ii) the original third-party neutral shall act as Chairman of the
                 panel;

           (iii) the panel of three shall convene within thirty (30) days of
                 failed mediation for each party to present, in summary fashion,
                 its case;

            (iv) each party shall be allowed present no more than four
                 witnesses;

             (v) each party shall prepare a written opening statement limited to
                 forty (40) pages (plus exhibits)'

            (vi) each party shall be entitled to an oral closing statement
                 limited to thirty (30) minutes;

           (vii) each party shall be limited to a total of four hours for
                 witness and exhibit presentation; cross-examination of same
                 shall be limited to a total of four (4) hours for the four (4)
                 witnesses;

          (viii) each party may prepare a written closing statement limited
                 to ten (10) pages (plus exhibits) within three (3) days of the
                 close of evidence;

            (ix) the compensation of the panel shall be allocated by them
                 between the parties;

<PAGE>

             (x) the panel shall render a decision within ten (10) days of the
                 close of evidence; and

            (xi) the place of the ADR will be set by the panel.

         Any determination pursuant to this Section is binding and any party
         hereto shall be entitled to enter such determination as a judgment by
         any United States state or federal court having jurisdiction.

22.      Owner agrees to execute, upon request by LENNOC, a short-from notice of
         this Lease, which notice shall be for purposes of recordation.

23.      Any interest or right to acquire any interest in real property within
         one mile from the present exterior boundaries of the Premises acquired
         during the term of this Lease by or on behalf of a party hereto shall
         be subject to the terms and provisions of this Lease.

24.      Any notices or payments required or permitted to be given or made to
         the Owner or LENNOC hereunder shall be considered as delivered five (5)
         business days after the same shall have been deposited in the United
         States mail, duly registered, with postage thereon pre-paid. All
         notices or payments given or made hereunder shall be addressed to the
         respective addresses given below:

                  If to Owner:                           Mr. Robert Steele
                                                         1055 North 400 East
                                                         Nephi, Utah
                                                         84648


                  If to LENNOC VENTURES INC.:            President and Director
                                                         Kenneth McAlpine
                                                         311 Tawny Road
                                                         Sarnia, Ontario
                                                         N7S 5K1

Said addresses for receiving notices may be changed by either party upon five
(5) business days' previous notice to the other party.

All payments made by LENNOC under this Lease shall be made to Robert Steele
S.S.# ###-##-####. Such payments shall satisfy all obligations of LENNOC to make
payments to all of the Owners hereunder.

25.      This Lease may be assigned or there may be a transfer of interest by
         either party provided that written notice is given and that the person
         or persons in whose favor such assignment is given agrees to be bound
         by the provisions of this Lease as if they were a party to this Lease.

<PAGE>

26.      These presents shall inure to the benefit of and be binding upon the
         successors and assigns of the parties hereto.


IN WITNESS WHEREOF, the parties hereto have executed this Lease to become
effective as of the day and year first above written.



                                                    /s/ ROBERT STEELE
                                                    ----------------------------
                                                    ROBERT STEELE


LENNOC VENTURES INC.


By: /s/ KENNETH MCALPINE
--------------------------
Kenneth McAlpine