Exhibit 10.2
                                                                             
         
                                 LEASE AGREEMENT

         THIS LEASE is made and entered into this 15th day of July, 1995, by and
between SEQUOIA TRUST, a Nevada trust,  hereinafter called "Lessor" and ATLANTIC
PACIFIC TRUST, a Nevada Trust, hereinafter called "Lessee."

         Lessor,  for  and in  consideration  of the  covenants  and  agreements
contained  in this  Lease,  hereby  leases to Lessee  for the term and  purposes
hereinafter set forth, all that certain property sometimes  hereinafter referred
to as  "said  property"  in the  County  of  Kern,  State  of  California,  more
particularly  described AS THE Weldon  Research  Center,  4750 Kelso Creek Road,
Weldon, California, 93283.

Lessor and Lessee agree as follows:

         Lessor  reserves  the right to use said  property for any and all other
purposes  consistent  with Lessee's use of said property for the purposes herein
leased.

         1. The term of this Lease shall be from July 15, 1995 to July 15, 2000,
and may be renewed for like terms by mutual consent by Lessee and Lessor. Lessee
shall pay monthly, to Lessor, a Lease payment of three thousand  ($3,000.00) per
month during the term of this Lease, to paid on the 15th of each month.

         2. Lessee  shall do any and all work  necessary  to  safeguard  against
accidents and to properly  conserve  said  property,  in a  first-class  manner,
compatible  with  safe and  economical  practices,  and  Lessee  shall  keep all
premises, clear of all rubbish and shall keep all surface areas fenced or closed
against livestock and wildlife.

         3. In the  operation and  development  of said  property,  Lessee shall
comply  with  and  observe  all  applicable  laws  and  governmental  rules  and
regulations  including,  but  not  limited  to,  Employer's  Liability,  Workers
compensation,  Worker's Unemployment Insurance and all environmental laws, rules
and  regulations.  Lessee  shall  indemnify  and hold  harmless  Lessor from and
against  the  payment of all  damages,  claims,  costs and  expenses  due to the
existence  of such laws,  rules and  regulations,  and of all claims,  costs and
expenses in connection  therewith  under any claim of  subrogation or otherwise.
Lessor shall  indemnify and hold harmless Lessee from and against the payment of
all damages,  claims,  cost and expenses due to any acts or conduct of Lessor or
any person claiming through Lessor, occurring prior to the date the term of this
Lease   commences   including,   but  not  limited  to,  any  violation  of  any
environmental  law,  rule  or  regulation  and in  addition,  by  reason  of the
existence,  as of the date of this Lease, of any hazardous or toxic waste on the
property.

         4.  Lessee  shall not divert or  obstruct  any  drainage or damage said
property,  except that Lessee may,  subject to existing  rights and statutes and
regulations,   use  any  unappropriated   water  reasonably  required  for  such
operation.  Lessee shall not interfere with,  destroy or remove any fences or on
enclosing said property,  not leave gates open. Lessee shall not do or suffer to
be done in or upon said  property any act or thing which is or may be a nuisance

                                                                    Exhibit 10.2

<PAGE>

and  Lessee  shall not use or permit  others to use said  property,  or any part
hereof, for any unlawful or immoral purposes.

         5.  Lessee  may  construct,  maintain  and  use  such  roads,  ditches,
buildings,  fixtures and machinery on,  through and upon said property as may be
necessary or convenient in carrying on lessees operations.

         6.  Lessor  may  post  and  maintain  upon  said  property  notices  of
non-responsibility  as provided by law. Lessee shall pay in full all persons who
perform labor or services on, furnish materials joined or affixed to, or provide
equipment for said property, or for the construction,  reconstruction, repair or
replacement  of any  structure or  improvement  on said  property,  at Lessees's
instance  or  request.  Lessee  shall not permit or suffer  liens of any kind of
nature to be enforces against said property for such labor, services,  materials
or equipment.  Lessor may pay such amount as may be required to release any such
lien or liens,  to defend any action brought  thereon,  or to satisfy a judgment
entered  therein.   Lessee  shall  reimburse  Lessor  for  all  costs,  damages,
reasonable  attorney  fees and amount paid by Lessor in defending  such actions,
releasing said liens or satisfying judgments thereon.

         7. Lessee  shall pay,  prior to  delinquency,  all tax and  assessments
levied and  assessed  on said  property  hereby  leased,  and on all of Lessee's
personal  property and improvements on said property which become a lien on said
property  during the term of this Lease.  Lessee shall pay, as and when the same
become due and payable,  and save and  indemnify  Lessor from and  against,  all
taxes and assessments  which are assessed and levied on said property or portion
thereof, on all property or improvements that may be placed or installed thereon
by or under Lessee,  during the period this lease shall remain in effect. In the
event that this lease is terminated prior to the date when taxes and assessments
on the said property become due and payable,  Lessee shall, on such termination,
pay to  Lessor  a sum  equivalent  to the  taxers  levies  upon the part of said
property so terminated for the first fiscal tax year  immediately  preceding the
current fiscal tax year, prorated to the date of such termination.  Lessee shall
not permit or suffer said property or any part thereof,  or any  improvements or
personal   property   thereon,   to  be  sold  at  any  time  for  such   taxes.
Notwithstanding the above provisions,  Lessees shall not be liable for any taxes
and  assessments  levies  upon the rights  reserved  hereunder  by  Lessor,  its
successors and assigns.

         8. Lessee shall perform all reporting  required on the mill site claims
leased, i.e. said property,  and record in the County Record and with the Bureau
of Land Management thirty (30) days prior to the first (1st) day of September of
each and every year and deliver the  originals  of said proofs of intent to hold
millsites.  Lessee shall pay all recording  fees, BLM fees, and if any royalties
or other fees imposed by the BLM or any other governmental agency.

         9.  Lessor  shall not be  liable,  from any cause  whatsoever,  for any
injury to or death of any  officer,  agent or employee  of Lessee,  or any other
person  whomsoever,  while upon or in proximity to said  property in  connection
with the  business  of Lessee,  or for loss or  destruction  of or damage to any
property owned by or in the custody or. control of Lessee or any other person or
persons  whomsoever,  brought,  stored or places  upon or in  proximity  to said
property in connection  with the business of Lessee.  Lessee hereby releases and
discharges and shall indemnify and save harmless, Lessor from and against any an


                                                                    Exhibit 10.2


<PAGE>

all  claims,  liability,  demands,  causes of  action,  costs and  expenses  for
injuries to or deaths of all persons and loss or destruction of or damage to all
property, caused by or arising out of the exercise of their rights hereunder.

         10. Lessor agrees to indemnify,  save and hold harmless Lessee from any
damage,  loss or expense or whatever kind or nature by reason of any such senior
encumbrance,  if any, it being  understood  and agreed that Lessee shall have no
obligation  thereof  and  Lessor  covenants  to fully  and  timely  perform  all
obligations secured thereby.

         11. Upon breach by Lessee of any of the terms,  covenants conditions of
this Lease and Lessee's  failure to remedy the default  within  thirty (30) days
after written notice from Lessor to do so, then at the option of Lessor,  notice
of the  exercise of which shall be given to Lessee in writing,  this Lease shall
forthwith  cease and  terminate and all rights of Lessee in and to said property
shall be at an end,  whereupon  Lessee shall vacate said  property and peaceably
surrender  possession  thereof to Lessor.  The waiver by Lessor of any breach of
any covenant or condition  thereof  shall not be deemed a waiver of any other or
subsequent  breach  hereof not of any other  covenant or condition  hereof.  The
acceptance of payments hereunder by Lessor shall not be deemed to be a waiver of
any preceding breach by Lessee or any covenant or condition  hereof,  other than
the failure of Lessee to pay such particular payment so accepted,  regardless of
Lessor's  knowledge of such  preceding  breach at the time of acceptance of such
payment.

         12. If Lessee is adjudicated  as bankrupt,  or shall make an assignment
for the benefit of creditors,  or file a voluntary petition under any law having
for its purpose the adjudication of Lessee a bankrupt,  or the extension of time
of payment, composition, adjustment, modification, settlement or satisfaction of
liabilities of Lessee,  or a receiver be appointed for the property of Lessee by
reason of the  insolvency  of Lessee,  notwithstanding  anything to the contrary
elsewhere in this Lease, or any stoppage by governmental  agencies, or any other
government agency taking receivership.  Lessor shall have the immediate right to
terminate  this Lease and to take exclusive  possession of the leased  premises.
The  acceptance of royalty or other  payments  hereunder  shall not constitute a
waiver of Lessor's right to terminate this Lease as above set forth.

         13. If suit or action is brought to  interpret  or enforce  this Lease,
the prevailing party shall be entitled to be awarded reasonable attorney fees in
addition to other costs and  disbursements  allowed by law,  including  the same
with respect to an appeal.

         14. Lessee shall pay to Lessor interest at the rate of two percent (2%)
per month  upon any and all  amounts  whatsoever  due under this Lease to Lessor
from the date payment of each such amount is due and owing to Lessor or form the
date of each breach by Lessee of an obligation hereunder, as the case may be, to
the date of  receipt  by Lessor of each  payment of said  amounts,  unless  such
payment is tendered or paid to Lessor  within  thirty (30) days after the date a
payment is due and owing hereunder to Lessor or the date of such breach,  as the
case may be.

         15. Any demand,  notice or statement herein requested or required to be
given by one party to the other  shall be in writing.  Delivery of such  written
demand, deposited in the United States Mail, with postage thereon fully prepaid,


                                                                    Exhibit 10.2

<PAGE>

certified,  return receipt requested and addressed to Lessor at 4750 Kelso Creek
Road, Weldon, CA, 93283, and the payments by Lessee to Lessor hereunder shall be
made at the above  address.  Delivery of such  demand,  notice or  statement  to
Lessee shall be  conclusively  deemed  sufficient  when  deposited in the United
States Mail,  with postage  thereon fully  prepaid,  certified,  return  receipt
requested and addressed to Lessee at 4750 Kelso Creek Road, Weldon, Calf. 93283.
Any party may change by written notice as above  provided,  the address to which
such  demands,  notices or  statements  to such party may be sent and Lessor may
change the address at which payments shall be made by written notice to Lessee.

         16.  Lessee may at any time  surrender and  terminate  this Lease,  in.
whole upon giving ninety (90) day notice in writing to Lessor to that effect and
paying all sums due on the property to the date of surrender or termination.

         17.  Upon  termination  of  this  lease  in any  manner,  Lessee  shall
surrender  and deliver  unto Lessor the quiet and  peaceful  possession  of said
property in neat, clean, and safe condition and shall quitclaim to Lessor all of
the right,  title and interest of Lessee in said property.  Lessee shall provide
with  each  quitclaim,  upon  demand  by  Lessor,  a title  report  issued  by a
responsible  title company  covering the property so quit claimed as of the date
of recordation of the quitclaim. If such title report discloses any encumbrances
or liens affection  title to said property done, made or suffered by Lessee,  or
anyone  claiming under Lessee,  Lessee shall take such steps as may be necessary
to extinguish such  encumbrances  or lien,  failing in which Lessor may do so at
Lessee's cost and expense,  including  reasonable  attorney fees, which cost and
expense Lessee shall pay to lessor upon Lease demand.  Upon  termination of this
Lease,  Lessee may remove  all  machinery,  tools  appliances  and all  personal
property placed upon said premises by Lessee,  provided no default shall at such
time  exist  in  respect  of any  payments,  or in  respect  of  any  covenants,
agreements or  conditions  to be kept and performed by Lessee,  or this Lease be
terminated;  also  provided  that  all  machinery,  tools,  appliances,  and all
personal  property  remaining  on said  premises  thirty  (30)  days  after  the
termination  (by notice or otherwise) of this Lease shall become the property of
Lessor and shall not be removed  therefrom by Lessee.  All permanent  structures
and buildings  shall not be removed by Lessee and shall become the sole property
of the Lessor.

         18. If there is more than one  person  named as  Lessee,  the  Lessee's
obligations  shall be joint and several and the term  "Lessee"  wherever used in
this Lease  shall,  unless  otherwise  specified,  include the plural as well as
singular.

         19. This  instrument is intended as, and is, a lease.  Lessor shall not
be called upon or be required to make any repairs,  or incur any expenses of any
kind or nature upon or in connection  with said property for and during the term
of this Lease, but all such expenses shall be borne by Lessee.
        
         20. Time and specific performance are of the essence of this Lease.

         27.  Lessee  shall not assign  this  Lease,  or any  interest  therein,
without the prior written consent of Lessor and any attempted assignment without
such consent  shall be null and void.  The consent to one  assignment  by Lessor
shall not be deemed to be a consent to subsequent  assignments  This Lease shall
not,  nor shall any  interest  therein,  be  assignable,  as the interest of the


                                                                    Exhibit 10.2

<PAGE>


Lessee,  by  operation  of law,  without the prior  consent of Lessor.  However,
Lessee may contract with third  parties to perform  Lessee's  obligations  under
this Lease on such terms  determined  by Lessee,  without  the prior  consent of
lessor,  providing  the third  party  contractor  abides by all of the terms and
conditions of this Lease and that the Lessor is notified in writing of the third
party contractor.

         28. The  provisions  contained in this Lease shall inure to the benefit
of and be binding upon the respective heirs, administrators, executors, personal
representatives, successors and assigns of the parties.

         IN WITNESS  WHEREOF,  the parties have executed this Lease agreement as
of the date first herein written.


LESSOR: SEQUOIA TRUST


/s/ Joyce J. Pellet
----------------------------------
Joyce J. Pellet, Trustee in Trust
Sequoia Trust




LESSEE:  ATLANTIC PACIFIC TRUST


/s/ Steven B. Mortensen
----------------------------------
Steven B. Mortensen, Trustee in trust
ATLANTIC PACIFIC TRUST



                                                                    Exhibit 10.2