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EXHIBIT 10.16

                    FIRST AMENDMENT TO OFFICE BUILDING LEASE
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The undersigns, being Landlord and Tenant of that certain Office Building Lease
dated May 4, 2001 (the "Original Lease"), for the premises commonly known as
1024 Serpentine Lane, Suite 114, Pleasanton, California (the "Premises"), do
hereby agree to amend the provisions of the Original Lease by this "First
Amendment", subject to the following terms and conditions:

The Original Lease and this First Amendment shall collectively be known as the
"Lease".

Landlord and Tenant wish to terminate the Lease with respect to only
approximately 3,991 square feet of area contained within the Premises, as
outlined on the attached Exhibit "A" (the "Termination Space"), subject to all
of the terms and conditions set forth in this First Amendment.

1. EFFECTIVE DATE. The Lease shall terminate as to the Termination Space only,
effective September 30, 2001 (the "Effective Date"), provided: (i) Tenant has
not defaulted under any terms or conditions of the Lease, and (ii) Tenant
executes and delivers this First Amendment to Landlord on or before September
13, 2001. If Tenant fails to execute and deliver this First Amendment on or
before September 13, 2001, Tenant shall be deemed to have waived Tenant's right
to terminate pursuant to this First Amendment.

2. EFFECT OF TERMINATION. If the Lease is terminated as to the Termination Space
pursuant to Paragraph 1 of this First Amendment, then commencing immediately on
October 1, 2001, the Lease shall be amended as follows:

         a.       PREMISES. Notwithstanding anything to the contrary contained
                  in Article 2.1 of the Original Lease, the Premises shall mean
                  that portion of the Building containing approximately 2,251
                  square feet of Rentable Area shown on Exhibit "B", located on
                  the first floor of the Building and known as Suite 116 (the
                  "Premises").

         b.       PARKING. Notwithstanding anything to the contrary contained in
                  Article 2.k of the Original Lease, Tenant's total
                  non-exclusive parking spaces shall be seven (7).

         c.       BASE RENT. Notwithstanding anything to the contrary contained
                  in Article 2.a and 2.j of the Original Lease, commencing
                  October 1, 2001, the monthly Base Rent shall be $3,606.00.

         d.       BASE RENT INCREASES. Notwithstanding anything to the contrary
                  contained in Article 2.j of the Original Lease, commencing
                  June 1, 2002, the monthly Base Rent shall be $4,688.00.
                  Commencing June 1, 2003 and continuing throughout the
                  remainder of the Lease Term, the monthly Base Rent shall be
                  $5,770.00.

         e.       TENANT'S PROPORTIONATE SHARE. Notwithstanding anything to the
                  contrary contained in Article 2.r of the Original Lease,
                  Tenant's Proportionate Share shall be Twelve and one-half
                  (12.5%) percent.

         f.       SECURITY DEPOSIT. Notwithstanding anything to the contrary
                  contained in Article 2.0 and Article 7 of the Original Lease,
                  commencing January 1, 2002, Landlord shall retain and Tenant
                  shall release, discharge and forever waive any claim to
                  $10,000.00 of the original $16,000.00 Security Deposit; such
                  that beginning on January 1, 2002 the Security Deposit on
                  deposit with Landlord and required by this First Amendment
                  shall be $6,000.00.

3. CONSIDERATION BY TENANT. Upon execution hereof Tenant shall pay to Landlord
the sum of $22,000.00 as reimbursement for Landlord's expenses in re-letting of
the Premises, including, but not limited to brokerage commissions and interior
improvement costs.

4. CONTINGENCY. This First Amendment is subject to an executed lease for the
Termination Space with Lumenis, Inc., on or before September 13, 2001.

All other terms, covenants, and conditions of said Lease shall remain in full
force and effect.

APPROVED AND ACCEPTED THIS 12 DAY OF SEPTEMBER, 2001.

LANDLORD:

VALLEY PARK ASSOCIATES, LLC
a limited liability company


BY: /S/ TOM SIEWERT
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    Tom Siewert, Co-Managing Member

TENANT:

NEW WHEEL TECHNOLOGY, INC.,
a subsidiary of NEW VISUAL ENTERTAINMENT, INC.,
a Utah corporation


BY: /S/ RAY WILLENBERG
    -------------------------------------------
    Ray Willenberg, CEO