LEASE AGREEMENT

THIS  AGREEMENT  is made and entered into this 7th day of January  2000,  by and
between  MARK L.  BUTLER  and LINDA W.  BUTLER,  husband  and wife,  hereinafter
referred to as "Landlord," and Parks America!  Inc., President Robert Klosterman
hereinafter referred to as "Tenant."

The parties stipulate and recite that:

A.   Landlord  is the owner of certain  real  property  situated at 222 E. State
     Street, Eagle, Idaho, sometimes referred to herein as the "Premises"; and

B.   Tenant desires to lease from Landlord a portion of the above-described real
     property  consisting  of  Approximately  2,200  square feet (being the main
     floor  excluding  the  basement  floor),  under the  terms  and  conditions
     hereinafter set forth and Landlord desires to lease the same to tenant.

For the reasons  recited above,  and in  consideration  of the mutual  covenants
contained herein, the Landlord hereby leases to the Tenant and the Tenant hereby
leases  from the  Landlord  the  above-described  premises  under  the terms and
conditions hereinafter set forth.

1.   TERM OF  LEASE.  The  term of this  Lease  shall  be for  five  (5)  years,
     commencing  on the 1~ day  of  March,  2000,  and  ending  on the  28th  of
     February, 2005.


2.   RENT.  Tenant does hereby  covenant and agree to pay to Landlord for rental
     of the  above-described  Premises the sum of Two Thousand  Five Hundred and
     Fifty  (S2550.00)  per month with the March  payment due upon  signing this
     lease,  and subsequent  payments due on or before the first day of each and
     every month thereafter  during the term of this lease.  Provided,  however,
     that the monthly  rental  shall be  adjusted,  effective  with the rent due
     March 2002,  and for all months during the  remaining  initial term of this
     Lease after said date. The rent due for the month of March 2000, and for aU
     months  during the term of this lease during the years 2000  through  2005,
     shall be a minimum of $2550.00  and shaU be increased by 3% for year three,
     (March  2002  through  February  2003),  and an  additional  3%  each  year
     thereafter through the remaining term of the Lease.

     Rent amounts shall be as follows:

     Year one - S2550.00 per month
     Year two - 2550.00 per month
     Year three - 2626.00 per month
     Year four - 2705.00 per month
     Year five - 2786.00 per month

     SECURITY  DEPOSIT.  Tenant  shall  deposit  with  Landlord  the  sum of Two
     Thousand Five Hundred and Fifty Dollars (S2550.00) upon signing this lease.
     Said  sum  shall  be held  by  Landlord  as a  security  for  the  faithful
     performance by Tenant of all the terms,  covenants,  and conditions of this
     Lease to be kept and performed by Tenant during the term hereof.  If Tenant
     defaults  with respect to any  provision of this Lease,  including  but not
     limited  to the  provisions  relating  to the  payment  of rent  (including
     additional rent), Landlord may (but shall not be required to) use, apply or
     retain all or any part of this security deposit for the payment of any rent
     or any  other  sum in  default,  or for the  payment  of any  amount  which
     Landlord  may spend or  become  obligated  to spend by  reason of  Tenant's
     default,  or to  compensate  Landlord  for any other  loss or damage  which
     Landlord may suffer by reason of Tenant's  default.  If any portion of said
     deposit is to be used or  applied,  Tenant  shaU within five (5) days after
     written  demand  therefor from  Landlord,  deposit cash with Landlord in an
     amount  aufficient to restore the security  deposit to its original  amount
     and  Tenant's  failure to do so shall be a materiel  breach of this  Lease.
     Landlord shall not be required to keep this security  deposit separate from
     its  general  funds,  and Tenant  shall not be entitled to interest on such
     deposit.  If Tenant fully and faithfuUy  performed  every provision of this
     Lease to be  performed  by Tenant,  the  security  deposit,  or any balance
     thereof,  shall be returned to Tenant (or assignee of Tenant's  interest as
     outlined  hereunder) at the expiration of the Lease term. In the event that
     the Landlord's interest in this lease is assigned to a successor,  Landlord
     shaU transfer said deposit to Landlord's successor in interest.

3.   COMMON AREA - FIRE &EXTENDED PROPERTY lNSURANCE - REAL PROPERTY TAX.

     3.01 Addtional Rent Tenant agrees to pay as "Additional Rent", based on the
          provisions herein, for Tenant's share of the common area expenses (see
          Section 3.02),  normal fire and extended coverage  property  insurance
          (exclusive of insurance  maintained on personal contents) (see Section
          3.03) and real property
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          taxes (see Section 3.04).  Payment of "Additional Rent" will be due on
          the first day of each month in addition to the regular  monthly  rent.
          Tenant's  initial  "Additional  Rent" amount under this Lease shall be
          Two Hundred and Fifteen Dollars  ($215.00).  The "Additional Rent" may
          be adjusted  periodically  by Landlord based on Landlord's  reasonable
          estimation of anticipated costs.

     3.02 Proration of Common Area Expenses.  Tenant shall be responsible to pay
          59% of the Common Area  Expenses for Lot 7, Block 2 and Lot 1, Block 5
          of  Carpenter's  Addition  Subdivision,  or  75% of  the  Common  Area
          Expenses  for Lot 7,  Block 2 and the south  1/2 of Lot 1,  Block 5 of
          Carpenter's  Addition Subdivision if the Landlord chooses to eliminate
          the north 1/2 of Lot 1, Block 5 from the Common Area Expenses.

     3.03 Proration of Insurance.  Tenant shall be responsible to pay 59% of the
          cost  of  normal  fire  and  extended  coverage   property   insurance
          (exclusive of insurance  maintained  on personal  contents) for Lot 7,
          Block 2 and Lot 1, Block 5 of Carpenter's Addition subdivision, or 75%
          of the cost of normal fire and extended  coverage  property  insurance
          (exclusive of insurance  maintained  on personal  contents) for Lot 7,
          Block 2 and the south 1/2 of Lot 1,  Block 5 of  Carpenter's  Addition
          Subdivision if tbe Landlord  chooses to eliminate the north 1/2 of Lot
          1, Block 5 from the insurance policy.

     3.04 Proration of Real Property  Taxes Tenant shall be  responsible  to pay
          59% of the cost of Property  Taxes for Lot 7, Block 2 and Lot 1, Block
          5 of Carpenter's Addition Subdivision (and all improvements  thereon),
          or 75% of the cost of  insurance  for Lot 7, Block 2 and the south 1/2
          of Lot  1,  Block  5 of  Carpenter's  Addition  Subdivision  (and  all
          improvements  thereon) if the Landlord  chooses to eliminate the north
          1/2 of Lot 1, Block 5 from the tax bill.

     3.05 Actual  Expenses.  Within 120 days  following the end of each calendar
          year of the Term, or, at Landlord's option, its fiscal year,  Landlord
          shall furnish Tenant with a statement  covering the calendar or fiscal
          year (as the case may be) just expired, showing the actual Common Area
          Expenses,   normal  fire  and  extended  coverage  property  insurance
          (exclusive  of insurance  maintained on personal  contents)  costs and
          Properly  Taxes for that  year,  the amount of  Tenant's  share of the
          Common Area  Expences,  normal  fire and  extended  coverage  property
          insurance  (exclusive of insurance  maintained  on personal  contents)
          costs and  Property  Taxes for said  calendar  or fiscal  year and the
          "Additional  Rent"  payments  made by  Tenant  during  that  year.  lf
          Tenant's share of the Common Area  Expenses,  normal fire and extended
          coverage  property  insurance  (exclusive  of insmance  maintained  on
          personal  contents)  costs and Property  Taxes exceed  Tenant's  prior
          "Additional  Rent" payments,  Tenant shall pay Landlord the deficiency
          within  thirty  (30) days after  receipt of the annual  statement.  Tf
          Tenant's  "Additional  Rent"  payments for the calendar or fiscal year
          exceed Tenant's actual share of Common Area Expenses,  normal fire and
          extended   coverage   property   insurance   (exclusive  of  insurance
          maintained  on  personal  contents)  costs  and  Property  Taxes,  and
          provided  Tenant is not in  arrears  as to the  payment of any rent or
          "Additional  Rent",  Tenant may offset  the  excess  against  the next
          "Additional Rent" payment due Landlord.

     3.06 Commoo Area Expenses.  The term "Common Area Expenses" as used in this
          Lease  means all costs  and  expenses  incurred  by  Landlord,  in (a)
          operating, managing, policing, insuring, repairing and maintaining the
          Common Area,  (b)  maintaining,  repairing  and replacing the exterior
          surface of exterior  walls and  maintaining,  repairing  and replacing
          roofs  of the  buildings;  and  (c)  operating,  insuring,  repairing,
          replacing  and  maintaining  the Common  Utility  Facilities.  "Common
          Utility  Facilities"  are  defined to include  but are not [united to,
          sanitary sewer lines and systems,  gas lines and systems,  water lines
          and  systems,  fire  protection  lines and  systems,  electric  power,
          telephone and communication lines and systems,  and storm drainage and
          retention  facilities  not  exclusively  serving  the  premises of any
          tenant located at the Site. Common Area Expenses shall indude, without
          limitation,  the  following:  expenses for  maintenance,  landscaping,
          repaving,  resurfacing,  repairs,  replacements,  site drainge  system
          installation, repair and/or replacement, painting, lighting, cleaning,
          trash removal,  security, fire protection and similar items; rental on
          equipment;  charges,  surcharges  and  other  levies  related  to  the
          requirements  of any  FederaL  State  or  local  governmental  agency;
          expenses related to the Common Utility  Facilities;  real and personal
          property taxes and assessments on the improvements and land comprising
          the Common Area and Common  Facilities;  public liability and property
          damage insurance on the Common Area and Common  Facilities;  fire with
          extended  coverage  insurance  with  vandalism and malicious  mischief
          endorsements   with,  at  Landlord's   option,  an  earthquake  damage
          endorsement,  rental loss coverage and any additional coverages, and a
          sum payable to Landlord for  administration  and overhead in an amount
          equal to fifteen  (15%)  percent of the Common Area  Expenses  for the
          applicable year.

<PAGE>

     3.07 Definitioo of Common Area The term "Common Area" as used in this Lease
          means all areas within the exterior  boundaries  of Lot 7, Block 2 and
          Lot 1, Block 5 both of  Carpenter's  Addition  Subdivision,  including
          street  improvements  abutting both parcels and including any dumpster
          area,  or any other land later made  available  for the general use of
          Landlord and other persons entitled to occupy floor area at the Site.

     3.08 Maintenance  and Use of Common  Area.  The  manner in which the Common
          Area shall be maintained shall be solely  determined by Landlord.  The
          use and occupancy by Tenant of the Premises shall include the right to
          use the Common Area,  in common with Landlord and other tenants of the
          Site and their  customers  and invitees,  subject to such  reasonable,
          non-discrinunatory  rules and  regulations  concerning  the use of the
          Common  Area as may be  established  by  Landlord  from  time to time.
          Written  notice  of such  rules and  regulations  and  amendments  and
          supplements thereto, if any, shall be given to Tenant thirty (30) days
          prior to their effective  date.  Tenant agrees to promptly comply with
          all such rules and  regulations  upon  receipt of written  notice from
          Landlord.

          Tenant and Tenant's employees and agents shall not solicit business in
          the Common Areas,  nor shall tenant  distribute any handbills or other
          advertising  matter on  automobiles  parked in the Common Areas unless
          approved in writing by the Landlord

     3.09 Control of and Changes to Common  Area.  Landlord  shall have the sole
          and exclusive control of the Common Area, as well as the right to make
          reasonable  changes  to  the  Common  Area.  Landlord's  rights  shall
          include,  but not be limited to, the right to (a)  restrain the use of
          the Common Area by unauthorized persons; (b) cause Tenant to remove or
          restrain  persons from any unauthorized use of the Common Area if they
          are using the Common Area by reason of Tenant's  presence at the Site;
          (c)  utilize  from time to time any  portion  of the  Common  Area for
          promotional, entertainment and related matters; (d) place permanent or
          temporary kiosks, displays, carts and stands in the Common Area and to
          lease same to tenants; (e) temporarily close any portion of the Common
          Area  for  repairs,   improvements  or   alterations,   to  discourage
          non-customer   use,   to  prevent   dedication   or  an   easement  by
          prescription,  or for any other reason deemed aufficient in Landlord's
          judgment;  and (f) reasonably  change the shape and size of the Common
          Area,  add,  eliminate or change the location of  improvements  to the
          Common  Area,  including,   without  limitation,   buildings,   decks,
          lighting,  parking  areas,  roadways  and  curb  cuts,  and  construct
          buildings on the Common Area.  Landlord may determine the nature, size
          and extent of the Common Area and  whether  portions of the same shall
          be surface,  underground or multiple-deck;  as well as make changes to
          the Common  Area from time to time  which in  Landlord's  opinion  are
          deemed desirable for the Site.

     3.10 Common Area Parking Tenant and its employees shall park their vehicles
          only in those portions of the Common Area from time to time designated
          for such purpose by Landlord.  Further,  Landlord shall have the right
          to adopt and  implement  such parking  programs as may be necessary to
          alleviate parking problems.

          Tenant shall  furnish  Landlord  with a list of its  employees and the
          license  numbers  of their  vehicles  within  fifteen  (15) days after
          Tenant opens for business in the Premises. Tenant shall be responsible
          for ensuring that its employees comply with all the provisions of this
          section and such other parking rules and regulations as may be adopted
          and  implemented  by  Landlord  from time to time  which may be deemed
          necessary or  appropriate  by Landlord to control,  regulate or assist
          parking by customers of the Site.

4.   RENTAL PAYMENT WITHOUT NOTICE OR DEMAND.  Rent and "Additional  Rent" shall
     be paid to Landlord without notice or demand or without abatement,  offset,
     or deduction except as expressly  provided herein. All payments shall be in
     lawful money of the United  States of America,  which shall be legal tender
     at the time of  payment,  and shall be made to  Landlord  at P.O.  Box 314,
     Eagle, Idaho,  attention:  Mark L. Butler or such other address as Landlord
     shall direct or to such other person or at such other place as Landlord may
     from time to time designate in writing.

5.   OPTION OF TENANT TO RENEW LEASE. So long as Tenant is not in default of its
     performance of the teens hereof, it shall have the right and option, at the
     end of the term hereof, to renew this Lease for an additional
<PAGE>


     five years  commencing  on the 1st day of March 2005 and ending on the 28th
     day of February  2010.  Such option may be exercised only by written notice
     submitted by the Tenant to the Landlord no later than 180 days prior to the
     expiration  of the initial  term of the Lease,  setting  forth  therein the
     Tenant's  desire to exercise  said  option,  which  notice may be delivered
     according to the terms hereinafter set forth.

     If the option is exercised,  the parties shall be bound by all of the terms
     and conditions  hereof,  except that Tenant shall have no further option to
     renew Lease. Provided.  however. that the monthly base rental shall be at a
     rate  determined  by the last month  rental rate  increased by five percent
     (5%) and shall  increase by five percent (5%)  annually  thereafter  of the
     option period commencing on March 1, 2005.

     FIRST  RIGHT OF  REFUSAL TO LEASE  LOWER  FLOOR So long as Tenant is not in
     default of its  performance  of the terms  hereof,  it shall be given first
     right of  refusal  to lease  the lower  floor  when the lease for the lower
     floor,  including  any  options  for that  Tenant(s)  to renew that  lease,
     terminate.  Any such right of refusal  shall not be considered to be within
     the teens and conditions of this lease, and Landlord  reserves the right to
     negotiate a new lease with conditions satisfactory to Landlord for any such
     additional space.

6.   POSSESSION.

     6.01 If the Landlord, for any reason whatsoever,  cannot deliver possession
          of the said  Premises  to the Tenant at the  commencement  of the term
          hereof,  this Lease shall not be void or voidable,  nor shall Landlord
          be liable to Tenant for any loss or damage  resulting  therefrom,  the
          expiration  date of the above  term shall be  extended  by the time to
          complete a full five year term,  but in that event,  all rent shall be
          abated during the period between the commencement of said term and the
          time  when  Landlord  delivers   possession.   Landlord  will  provide
          not)fication to Tenant if a delay appears  imminent within 72 hours of
          Landlord's becoming aware of such delay.

     6.02 Prior to possession by Tenant,  all items listed on Exhibit "A" as "To
          Be Completed By Landlord" shall be completed by Landlord

7.   SERVICES AND UTILITIES.  Tenant, at its sole cost and expense, shall pay or
     cause to be paid all  charges  for water,  sewer,  electricity,  telephone,
     trash or other services furnished to the premises or to Tenant with respect
     to Tenant's  operation  therein  during the term of this lease,  and Tenant
     shall indemnify  Landlord and hold Landlord  harmless against any liability
     or damage for such services.

8.   USE.   Tenant,shall  use  the  Leased  Premises  only  in  accordance  with
     applicable  laws and for the purpose of conducting  International  Business
     and or  Entertainment  Development  offices  and for those uses  related or
     incidental  thereto,  and for no other  purposes  whatsoever  without prior
     written consent of the Landlord.

9.   MAINTENANCE AND REPAIRS.

9.01 Landlord's  Maintenance  Obligations.  Landlord on behalf of Tenant and the
     other occupants of the Building shall maintain in good condition and repair
     the foundations and exterior surfaces of the exterior walls of the Building
     (exclusive of doors, door frames, door checks,  windows, window frames, and
     store  fronts);  provided  however  if  any  repairs  or  replacements  are
     necessitated by the negligence, gross negligence, or willful acts of Tenant
     or anyone claiming under Tenant or by reason of Tenant's failure to observe
     or perform any provisions contained in this Lease or caused by alterations,
     additions or  improvements  made by Tenant or anyone claiming under Tenant,
     the cost of such repairs and replacements  shall be solely borne by Tenant.
     It is  acknowledged  by  Tenant  that  the cost of  Landlord's  maintenance
     obligations  referenced in the preceding  sentence  (excluding the costs of
     maintaining  the  structural  portions of the walls and  foundations of the
     Building)  shall be paid by Tenant  as Common  Area  Expenses,  as  defined
     herein.  Notwithstanding  anything to the contrary contained in this Lease,
     Landlord  shall not be liable for  failure to make  repairs  required to be
     made by  Landlord  under the  provisions  of this Lease  unless  Tenant has
     previously  notified  Landlord in writing of the need for such  repairs and
     Landlord  has  failed  to  commence  and  complete  the  repairs  within  a
     reasonable   period  of  time   following   receipt  of  Tenant's   written
     not)fication.  Tenant  waives  any  right of  offset  against  any rent due
     hereunder  and  agrees  not to  assert  as an  affirmative  defense  in any
     judicial  proceeding or arbitration  brought by Landlord  against Tenant on
     claims made under this Lease any law  permitting  Tenant to make repairs at
     Landlord's expense.  Landlord shall not be required to furnish any services
     or facilities to, or make any repairs to or  replacements or alterations of
     the demised premises, except as such services, facilities,
<PAGE>


     repairs,  replacements or alterations  shall be necessitated by acts of the
     Landlord or his/her employees or agents or as expressly provided herein.

9.02 Tenant's  Maintenance  Obligations.  Tenant,  at its sole cost and expense,
     shall keep the  Premises in first  class  order,  condition  and repair and
     shall make all repairs and  replacements  necessary to keep the Premises in
     such condition. All repairs and replacements shall be of a quality equal to
     or exceeding that of the original. Should Tenant fail to make these repairs
     and  replacements  or  otherwise  so maintain  the Premises for a period of
     three (3) days after written demand by Landlord, or should Tenant commence,
     but fail to complete,  any repairs or replacements within a reasonable time
     after  written  demand  by  Landlord,  Landlord  may make such  repairs  or
     replacements  without  liability  to Tenant for any loss or damage that may
     occur to Tenant's  stock or business,  and Tenant shall pay to Landlord the
     costs incurred by Landlord in making such repairs or replacements  together
     with interest thereon at the maximum rate permitted by law from the date of
     commencement of the work until repaid. Tenant shall, at its expense, repair
     promptly  any damage to the  Building  or the Site  caused by Tenant or its
     agents or  employees or caused by the  installation  or removal of Tenant's
     personal  property.  Tenant shall contract with a service company  licensed
     and  experienced  in servicing  HVAC equipment and approved by Landlord for
     the quarterly  maintenance of the HVAC  equipment  serving the Premises and
     shall provide  Landlord with a copy of the service  contract  within thirly
     (30) days following its execution, or Landlord, at its option, may contract
     with a service company of its own choosing, or provide such service itself,
     for the maintenance of the HVAC equipment,  and bill Tenant for the cost of
     same. The sum so billed to Tenant shall become  immediately due to Landlord
     as additional rent.

     Tenant shall, at its own expense,  comply with all requirements,  including
     the  installation  and  periodic   maintenance  of  fire  extinguishers  or
     automatic dry chemical  extinguishing system, of the insurance underwriters
     and other governmental  authority having jurisdiction there over, necessary
     for maintenance of reasonable fire and extended coverage  insurance for the
     Premises.

9.03 Plate Glass.  Tenant shall replace,  at its expense,  any and all plate and
     other glass damaged or broken from any cause whatsoever  (except Landlord's
     direct act) in and about the Premises.  Tenant shall have the option either
     to insure this risk or to self insure.

10.  INTENTION  OF PARTIES.  It is the  purpose  and intent of the parties  that
     Landlord  shall not incur or  become  liable  for any  costs,  expenses  or
     obligations  of any  kind  or  nature  whatsoever  relating  to the  Leased
     Premises  during  the term of this  Lease,  except as  otherwise  expressly
     provided.

     Tenant  shall  make  or  cause  to be  made  on  said  Premises  only  such
     improvements  or  alterations  as shall be first  approved  in  writing  by
     Landlord.  Any  improvements  or alterations  made by Tenant shall be a the
     sole cost and  expense  of Tenant and Tenant  shall save the  premises  and
     Landlord harmless from any lien or claim of lien with respect thereto.  Any
     improvements  or alteration so authorized  and  constructed  shall become a
     part of the demised Premises and shall be the property of the Landlord, and
     shall  remain  without   disturbance  or  injury  upon  the  expiration  or
     termination of this Lease and extensions or renewals thereof. 11. SIGNS AND
     AUCTIONS.  Tenant shall not place any sign upon the Premises or Building or
     Site or conduct  any  auction  thereon  without  Landlord's  prior  written
     consent.  Upon  termination  of Lease,  Tenant  shall  remove  all signs at
     Tenant's sole expense,  and Tenant shall be responsible for restoration and
     repair of any damage caused by said removal.

12.  ASSIGNMENT OR SUBLETTING. Tenant shall not assign this Lease in whole or in
     part, nor sublet all or any part of the Premises, without the prior written
     consent  of  Landlord.  The  consent  by  Landlord  to  any  assignment  or
     subletting  shall not constitute a waiver of the necessity for such consent
     to any  subsequent  assignment  or  subletting.  This proh  bition  against
     assigning or subletting shall be construed to include a prohibition against
     any assignment or subletting by operation of law. If this Lease is assigned
     by Tenant, or if the Premises or any part thereof are sublet or occupied by
     any person or entity other than Tenant,  Landlord may collect rent from the
     assignee,  subtenant or occupant, and apply the net amount collected to the
     rent herein  reserved,  but no such  assignment,  subletting,  occupancy or
     collection  shall  be  deemed  a waiver  on the  part of  Landlord,  or the
     acceptance of the assignee,  subtenant or occupant as tenant,  or a release
     of Tenant from the further  performance  by Tenant of covenants on the part
     of Tenant herein  contained  unless  expressly made in writing by Landlord.
     Irrespective  of any  assignment  or  sublease,  Tenant  shall remain fully
     liable under this Lease and shall not be released  from  performing  any of
     the terms,  covenants  and  conditions  of this  Lease.  It is agreed  that
     Landlord  will not be acting  unreasonably  in  refusing  to  consent to an
     assignment or sublease if, in Landlord's opinion, the quality
<PAGE>

     of the  business  operation  of the  proposed  assignee or subtenant is not
     equal to that of the Tenant,  or such  assignee or subtenant  may adversely
     affect the business of the other  tenants or the tenant mix at the Site, or
     if the net worth of such assignee or subtenant is less than that of Tenant,
     or for any other reason deemed aufficient in Landlord's judgment. If Tenant
     assigns  this Lease or sublets the  Premises to a third party who is not in
     any  way   affiliated  or  connected  with  Tenant  by  way  of  a  merger,
     reorganization,  consolidation  or otherwise,  any rent or additional  rent
     paid to tenant in addition to the rent  payable to Landlord as set forth in
     this Lease shall be paid by Tenant to Landlord as additional rent.

     If the Tenant is a  corporation,  or is an  unincorporated  association  or
     partnership,  the  transfer,  assignment or  hypothecation  of any stock or
     interest in such  corporation,  association or partnership in the aggregate
     in excess of forty-nine (49%) percent shall be deemed an assignment  within
     the meaning and provisions of this Section.

     For any request to sublet Eight  Hundred (800) square feet (gross) or more:
     Tenant shall pay Landlord a  nonrefundable  processing  fee of Five Hundred
     Dollars  ($500.00)  for each  requested  assignment  or  sublease  to cover
     Landlord's  costs.  This fee shall  accompany any request for assignment or
     sublease.  In addition,  Tenant shall pay all costs incurred by Landlord in
     connection  with  reviewing  a  request  to  consent  to an  assignment  or
     sub-lease, including all of Landlord's attorney's and accountant's fees.

     For any request to sublet less than Eight Hundred (800) square feet (gross)
     Landlord shall waive the fees noted in the preceding paragraph

13.  LIABILITY INSURANCE AND HOLD HARMLESS AGREEMENT.  Tenant at aU times during
     the life of this  agreement  will carry  public  liability  insurance  in a
     combined  single limit of at least three million  dollars  ($3,00O,000.00).
     The  Landlord  shall  be  named  as  an  "additional   insured"  under  the
     above-described  policy and Tenant shall furnish a certificate of insurance
     to  Landlord  executed  by the  company  issuing  such policy in which said
     company shall bind itself not to cancel said policy without giving previous
     notice of its intent to do so to Landlord  Tenant  releases  Landlord from,
     and  indemnifies  Landlord  against,  and agrees to hold  harmless from all
     liability,  loss, claims,  demands,  charges,  liens,  causes of action and
     proceedings  of every  kind in  nature,  including  damage to the person or
     property of Tenant,  arising  directly or indirectly from use of the Leased
     Premises  or any  public  sidewalk,  street  or alley  adjoining  the same.
     Landlord shall not be liable to Tenant or to any other person, by reason of
     any act,  omission,  neglect  or default  arising  on the Leased  Premises,
     because of any act or omission of Tenant, or any of the Tenant's agents, or
     employees, whether due to negligence or otherwise, and Tenant shall pay all
     sums  required  to be  paid  or  discharged  should  legal  proceedings  be
     commenced as a result of any such damage or injury.  If Landlord is sued in
     any court for  darnages  by reason of any of the acts  referred  to in this
     paragraph, Tenant shall defend said action at his/her own expense and shall
     pay and discharge any judgement  that may be rendered  against  Landlord in
     any such action,  and if Tenant fails or neglects to so defend said action,
     Landlord may defend the same and any expense,  in addition to any judgement
     that  may  result  therefrom,  including  reasonable  attorney  fees  which
     Landlord  may pay or incur in  defending  said  action,  shall be repaid to
     Landlord by Tenant on demand.

14.  FIRE INSURANCE. During the term of this Lease, Landlord shall maintain fire
     insurance  on the  Leased  Premises.  As  noted  above,  tenant  shall  pay
     "Additional Rent" for the Tenant's prorated share of said premiums for fire
     insurance policy.  Provided.  however, that at the sole cost to the Tenant,
     tenant shall maintain  insurance on all of Tenant's  fixtures and equipment
     located  within the leased  Premises.  All proceeds  from such policies for
     loss or  destruction  of the leased  Premises shall be paid directly to the
     Landlord and said  Premises  shall be repaired  and replaced in  accordance
     with the provisions of this Lease agreement.

15.  CONDEMNATION.  If title to all of the  Premises  is taken for any public or
     quasi-public  use under  any  statute  or right of  eminent  domain,  or by
     private  purchase in lieu of eminent domain,  or if the title of so much of
     the  Leased   Premises  is  to  be  taken  that  a  reasonable   amount  of
     reconstruction  of the  premises  will not  result  in the  premises  being
     suitable for Tenant's continued occupancy for the us and purposes for which
     the premises are leased,  then, in either event,  the Lease shall terminate
     on the date that  possession  of the  premises  or part of the  premises is
     taken.

     "Suitable  for  continued  occupancy"  as used  herein  shall mean that the
     building when  reconstructed or the total area of the Leased Premises shall
     not be so reduced that a profitable  operation by Tenant is not  reasonably
     foreseeable.

     In the event of such a taking of the whole or part of the Leased  Premises,
     the entire amount of any award received
<PAGE>


     for the Leased  Premuses shall be paid to the Landlord,  except any portion
     of the reward which directly reflects and is identified in the award as the
     value of fixtures or  improvements  installed or made by Tenant pursuant to
     this Lease, or as the cost of moving from the Premises, which portions, and
     no more,  shall be paid to the  Tenant.  Each party  agrees to execute  and
     deliver to the other all instruments that may be required to effectuate the
     provisions of this paragraph.

16.  COMPLIANCE WITH LAW. The Tenant, at its sole expense, shall comply with all
     laws, orders and regulations of federal,  state and municipal  authorities,
     and with any direction of any public officer,  pursuant to law, which shall
     impose any duty upon the  Landlord or the Tenant with respect to the Leased
     Property.  The Tenant,  at its sole  expense,  shall obtain all licenses or
     permits  which may be required for the conduct of the  business  within the
     terms  of  this  Lease,   or  for  the  making  of  repairs,   alterations,
     improvements or additions,  and the Landlord,  where  necessary,  will join
     with Tenant in applying for all such permits or licenses.

17.  RECONSTRUCTION.  In the event the  Premises  or the  Building  of which the
     Premises are a part are damaged by fire or other perils covered by extended
     coverage  insurance,  Landlord agrees to forthwith repair the same and this
     Lease shall  remain in full force and effect,  except that Tenant  shall be
     entitled to a  proportionate  reduction  of the rent while such repairs are
     being made, such  proportionate  reductions  based upon the extent to which
     the making of such repairs shall interfere with the business  carried on by
     the Tenant in the Premises. If the damage is due to the fault or neglect of
     Tenant or its employees,  there shall be no abatement of rent. In the event
     the  Premises or the  Building of which the Premises are a part are damaged
     as result of any cause other than the perils  covered by fire and  extended
     coverage insurance, then Landlord shall forthwith repair the same, provided
     the extent of the  destruction  be less than fifty (50) percent of the full
     replacement  cost of the Premises of the Building of which the Premises are
     a part. In the event the  destruction of the Premises or the Building is to
     an extent  greater  than fifty (50) percent of the full  replacement  cost,
     then Landlord shall have the option;  (1) to repair or restore such damage,
     this  Lease  continuing  in full  force  and  effect,  but  the  rent to be
     proportionately  reduced as herein above in this Article  provided;  or (2)
     give notice to Tenant at any time within  sixty (60) days after such damage
     terminating this Lease as of the date specified in such notice,  which date
     shall be no less than  thirty  (30) and no more than  sixty (60) days after
     the giving of such notice.  In the event of giving such notice,  this Lease
     shall expire and all interest of the Tenant in the Premises shall terminate
     on the  date  so  specified  in such  notice  and the  Rent,  reduced  by a
     proportionate  amount,  based upon the extent, if any, to which such damage
     materially  interfered  with the  business  carried on by the Tenant in the
     Premises, shall be paid up to date of said such termination. Landlord shall
     not be required to repair any injury or damage by fire or other  cause,  or
     to make any  repairs or  replacements  of any  panels,  decoration,  office
     fixtures,  railings,  floor  covering,  partitions,  or any other  property
     installed  in the Premises by Tenant.  In the event of any dispute  between
     Landlord  and Tenant with  respect to this  paragraph,  the matter shall be
     settled by  arbitration  in such a manner as the parties may agree upon, or
     if they  cannot  agree,  in  accordance  with  the  rules  of the  American
     Arbitration Association.

18.  ENTRY BY  LANDLORD.  Landlord  reserves and shall at any and all times have
     the  right  to  enter  the  Premises  to  inspect  or  exhibit  the same to
     prospective  purchasers,  or mortgagees,  provided that the business of the
     Tenant shall not be interfered with unreasonably, and Landlord will provide
     advanced  notice  of its  intent to  enter.  In the event of an  emergency,
     Landlord can enter the Premises  without  Tenant's  consent  Landlord shall
     inform Tenant of such entry as soon as reasonably possible after entry.

19.  TENANT'S RIGHT TO CONTEST REAL PROPERTY TAXES.  Tenant at tenant's expense,
     shall have the right to contest  the amount or the  validity  of all or any
     part of Uhe ad valorem real property taxes required to be paid by Tenant to
     Landlord.  Provided.  however. that Tenant shall indemnify Landlord against
     any loss or  liability  by reason of such  contest.  Landlord  shall not be
     required to join in any proceeding or contest  brought by Tenant unless the
     provisions of any law require that the  proceeding or contest be brought by
     or in the name of the Landlord or any owner of the  Premises.  In that case
     Landlord shall join in the proceeding or contest or permit it to be brought
     in  Landlord's  name as long as Landlord is not  required to bear any cost.
     Tenant,  on  final   determination  of  the  proceeding  or  contest  shall
     immediately  pay or discharge  his/her portion of any decision or judgement
     rendered,  together with all its portion of costs,  charges,  interests and
     incidental to the decision or judgement.

20.  BANKRUPCY. If Tenant should at any time be adjudged a bankrupt, or if there
     shall be filed a voluntary  or  involuntary  petition in  bankruptcy  by or
     against  Tenant or in the event a receiver is appointed for the  management
     of the  business or any property of Tenant or in the event Tenant makes any
     assignment for the benefit of creditors, either statutory or common law, or
     should the interest of Tenant in the Leased Premised be seized in any legal
     proceeding  upon or under any  attachment  or  judgement,  Landlord may, at
     his/her  option  declare  this  Lease  terminated  and may  thereupon  take
     possession  of the Leased  Premises  with or without  legal  proceeding  or
     process.
<PAGE>


     In no event  shall any  interest of Tenant in this Lease be deemed an asset
     of Tenant,  nor shall the same pass by operation of law without  Landlord's
     written  consent Upon the  Landlord's  election to take  possession  of the
     premises  under  this  paragraph,  all of the  rights of the  Tenant  shall
     immediately cease and terminate.

21.  LANDLORD'S REMEDIES.  If Tenant shall abandon or cease to occupy the Leased
     Premises,  or any part  thereof,  for more than ten (10) days  without  the
     written consent of the Landlord,  or if the Tenant's interest,  or any part
     of its interest in the Lease is assigned or transferred, either voluntarily
     or by  operation  of  law  without  Landlord's  consent,  or  voluntary  or
     involuntary  petition  in  bankruptcy,  or  for  reorganization  or  for an
     arrangement,  be filed by or against the Tenant, or any member of Tenant if
     Tenant is a  partnership  or a  jointventure,  or if Tenant is  adjudicated
     bankrupt or insolvent,  or if a receiver is appointed of the business or of
     the  assets of Tenant,  except a  receiver  appointed  at the  instance  or
     request of the  Landlord,  or if Tenant makes a general  assignment  or any
     assignment for the benefit of creditors,  or Tenant, after notice, fails to
     remedy any default in the  performance  of any of the duties or obligations
     created by this Lease or the payment of any sum due under this Lease within
     fourteen (14) calendar days, then, in addition to any other remedy Landlord
     may have by operation  of law,  Landlord  shall have the right  without any
     further  demand or notice,  to re-enter  the Leased  Premises and eject all
     persons from the Premises,  using all necessary and reasonable  force to do
     so, and either (a)  declare  this Lease at an end,  in which  event  Tenant
     shall  immediately pay Landlord a sum of money equal to the amount, if any,
     by which the then cash value of the rent  resened  under this Lease for the
     balance of the Lease term exceeds the then  reasonable cash rental value of
     the Leased  Premises  for the  balance of the Lease  term,  or (b)  without
     terminating  this  Lease,  re-let  the Leased  Premises  or any part of the
     Leased  Premises,  as the agent of and for the  account of Tenant upon such
     terms and  conditions  as Landlord  may deem  advisable  in which event the
     rents received on such re-letting shall be applied first to the expenses of
     such  re-letting  and  collection,   including  necessary   renovation  and
     alteration of the Leased Premises, reasonable attomey fees, and real-estate
     commission  paid,  and  thereafter  to pay all  sums due or to  become  due
     Landlord under Lease. If a sufficient sum shall not be thus realized to pay
     the  aforesaid  sums and other  charges,  Tenant shall pay Landlord for any
     such deficiency on a monthly basis,  notwithstanding  that the Landlord may
     have received rental  payments for said  re-letting  which are in excess of
     the  rental  payments  previously  paid by  Tenant  under the terms of this
     Lease,  then  Landlord  may  bring  an  action  therefor  as  such  monthly
     deficiencies  arise.  Any such re-entry  shall be allowed by Tenant without
     hindrance  and  Landlord  shall  not be  liable  in  damages  for any  such
     re-entry, or be guilty of trespass or forcible entry.

     The expense of  preparing  and seeing any such notice of default may be set
     forth in said notice and that amount,  including  attorney fees, shall also
     be paid to Landlord to correct any such default

22.  SURRENDER OF PREMISES.  At the expiration of the term of tbis Lease, or any
     sooner  termination  of this Lease,  Tenant  shall quit and  surrender  the
     Leased Premises, together with alterations, additions and improvements that
     may have been made in, tO, or on the Leased Premises, in good condition and
     repair,  reasonable  wear and tear and damage by acts of God  excepted.  So
     long as Tenant is not in default  under this  Lease,  he/she may remove all
     movable  furniture or unattached  movable  fixtures  owned by Tenant If the
     Leased  Premises are not  surrendered at the end of the Lease term,  tenant
     shall indemnify Landlord against loss of liability  resulting from delay by
     Tenant in surrendering  the Premises  including,  without  limitation,  any
     claims made by any succeeding Tenant founded on said delay.

     On or before the  expiration of the Lease term, the Tenant shall remove all
     of his/her property from the Leased Premises,  and all property not removed
     shall be deemed  abandoned by he Tenant.  In tbat event Landlord shall have
     the  unrestricted  right  to  dismantle,  destroy,  dispose  of or use said
     property in any manner which  he/she may see fit whiteout any  liability or
     responsibility  to Tenant,  or to others claiming through Tenant,  for said
     property or for any proceeds  Landlord may realize from any  disposition or
     use thereof.  Tenant shall pay to Landlord any costs reasonably incurred by
     Landlord  in  removing,  storing,  dismantling  or  disposing  of any  such
     property  to the extent  that such costs  exceed  any  amount  realized  by
     Landlord from the disposition of such property.

23.  HOLDING OVER BY TENANT. If tenant should hold over and remain in possession
     of the  premises  after  the  expiration  of the  Lease  term  and  without
     executing  a new Lease,  than such  holding  over shall be  construed  as a
     tenancy from  month-to-month,  subject to all  conditions,  provisions  and
     obligations  of  tbis  Lease  insofar  as  the  same  are  applicable  to a
     month-to-month  tenancy, but in no event shall it be construed as a renewal
     or extension of this Lease.  Such a tenancy  shall not be permitted  unless
     approved in writing by the Landlord.

24.  TENANT'S  DUTY TO KEEP LEASED  PREMISES  FREE AND CLEAR OF LIENS OR CLAIMS.
     Tenant  shall  pay,  when due,  all sums of money  that may  become  due or
     purportedly due for any costs, labor, services,
<PAGE>


     materials,  supplies or equipment  alleged to have been  furnished or to be
     furnished to or for tenant,  in, at, upon or about the Leased  Premises and
     which  may be  secured  by any  mechanic's,  materialmen's,  or other  lien
     against the Premises of  Landlord's  interest in the  Premises,  and Tenant
     shall  cause  each lien to be fully  discharged  and  released  at the time
     performance of the obligation secured matures or becomes due.

25.  TAXES  AND  ASSESSMENTS.  Tenant  shall  pay,  or cause to be paid,  before
     delinquency,  any and all taxes levied or assessed and which become payable
     during the term hereof upon all Tenant's leasehold improvements, equipment,
     furniture,  fixtures and personal property located in the Premises.  In the
     event  any  or  all  of the  Tenant's  leasehold  improvements,  equipment,
     furniture,  fixtures and personal property shall be assessed and taxed with
     the  Building,  Tenant shatl pay to Landlord its share of such taxes within
     ten (10) days  after  delivery  to Tenant by  Landlord  of a  statement  in
     writing  setting  forth the amount of such  taxes  applicable  to  Tenant's
     property.

26.OFFSET  STATEMENT.  Tenant  shall at any time and from  time to time upon not
     less  than ten (10)  days  prior  written  notice  from  Landlord  execute,
     acknowledge and deliver to Landlord a statement in writing,  (a) certifying
     that this  Lease is  unmodified  and is in full force and  effect  (or,  if
     mod)fied,  stating the nature of such mod)fication and certifying that this
     Lease as so mod)fied,  is in full force and effect),  and the date to which
     the  rental  and  other  charges  are  paid in  advance,  if  any,  and (b)
     acknowledging  tbat  there are not,  to  Tenant's  knowledge,  any  uncured
     defaults on the part of the Landlord hereunder, or specifying such defaults
     if  any  are  claimed.  Any  such  statement  may  be  relied  upon  by any
     prospective  purchaser  or  encumbrancer  of all or any portion of the real
     property of which the Premises are a part.

27.  HAZARDOUS OR TOXIC  MATERIALS.  Tenant shall not store, use or permit to be
     used in, on or about the Premises any hazardous or toxic substance.  Tenant
     shall comply, at its expense, with all federal, state and local statutes or
     regulations concerning environmental conditions,  emissions, pollutants and
     controls. Tenant shall indemnify Landlord from any proceedings brought as a
     result of Tenant's violating this covenant

28.  BROKERS.  Tenant  warrants that it has had no dealings with any real estate
     broker or agents in connection with the negotiation of tbis Lease.

29.  GENERAL PROVISIONS.

     (i)  WAIVER.  The waiver by Landlord  of any term,  covenant  or  condition
     herein contained shall not be deemed to be a waiver of such term,  covenant
     or  condition  or any  subsequent  breach  of the same or any  other  term,
     covenant or condition herein contained.  The subsequent  acceptance of rent
     hereunder by Landlord  shall not be deemed to be a waiver of any  preceding
     breach by Tenant of any term,  covenant or condition  of this Lease,  other
     tban the failure of the Tenant to pay the  particular  rental to  accepted,
     regardless of Landlord's  knowledge of such preceding breach at the time of
     the acceptance of such rent

     (ii)  NOTICES.  All notices and demands shall be in writing All notices and
     demands by the Landlord to the Tenant  shall be sent by United  States MaiL
     postage  pre-paid,  addressed  to the Tenant at, or to such other  place as
     Tenant may from time to time  designate  in a notice to the  Landlord.  All
     notices and demands by the Tenant to the  Landlord  shall be sent by United
     States  Mail,  postage  pre-paid,  addressed to the Landlord at PO BOX 314,
     Eagle,  Idaho 83616, or such other person or place as the Landlord may from
     time to time designate in a notice to the Tenant.

     (iii) MARGINAL  HEADINGS.  The marginal  headings and Article titles to the
     Articles  of tbis  Lease are not a part of this  Lease  and  shall  have no
     effect upon the construction or interpretation of any part hereof.

     (iv)  TIME.  Time is of the  essence  of this Lease and each and all of its
     provisions in which performance is a factor.

     (v) SUCCESSORS AND ASSIGNS.  The covenants and conditions herein containedL
     subject to the  provisions as to  assignment,  apply to and bind the heirs,
     successors, executors, administrators and assigns of the parties hereto.

     (vi) RECORDATION.  Neither Landlord nor Tenant shall record this Lease or a
     short form memorandum hereof without the prior written consent of the other
     pany.

     (vii) QUIET POSSESSION.  Upon Tenant paying the rent reserved hereunder and
     observing

<PAGE>

     and performing all of the covenants,  conditions and provisions on Tenant's
     part to be  observed  and  performed  hereunder,  Tenant  shall  have quiet
     possession  of the Premises for the entire term hereof,  subject to all the
     provisions of this Lease.  (viii) LATE CHARGES.  Tenant hereby acknowledges
     tbat late payment by tenant to Landlord of rent or other sums due hereunder
     will cause  Landlord to incur  costs not  contemplated  by tbis Lease,  the
     exact amount of which will be extremely difficult to ascertain.  Such costs
     include,  but are not limited to,  processing and accounting  charges,  and
     late charges which may be imposed upon Landlord by terms of any mortgage or
     trust deed covering the Premises.  Accordingly,  if any installment of rent
     or of a sum due from Tenant shall not be received by Landlord or Landlord's
     designee  within ten (10)  calendar  days after its due date,  then  Tenant
     shall pay  Landlord a late charge of five percent (5%) of the rent due plus
     interest  on the unpaid  amount on a daily  basis,  from the date due until
     paid, at the rate of 1.5 percent per month.  The parties  hereby agree tbat
     such late charges represent a fair and reasonable estimate of the cost that
     Landlord will incur by reason of the late payment by Tenant.  Acceptance of
     such late charges by the Landlord shall in no event  constitute a waiver of
     Tenant's default with respect to such overdue amount,  nor prevent Landlord
     from exercising any of the other right and remedies granted hereunder.

     (ix) PRIOR  AGREEMENTS.  This Lease  contains all of the  agreements of the
     parties  hereto with  respect to any matter  covered or  mentioned  in tbis
     Lease,  and no prior  agreements  or  understanding  pertaining to any such
     matters shall be effective for any purpose.  No provision of this Lease may
     be amended  or added to except by an  agreement  in  writing  signed by the
     parties hereto or their respective  successors in interest This Lease shall
     not be  effective  or binding on any party  until  fully  executed  by both
     parties hereto.

     (x)  INABILITY  TO PERFORM.  This Lease and the  obligations  of the Tenant
     hereunder shall not be affected or impaired  because the Landlord is unable
     to furfill any of its  obligations  hereunder or is delayed in doing so, if
     such inability or delay is caused by reason of strike, labor troubles, acts
     of God, or any other cause beyond the reasonable control of the Landlord

     (xi)  ATTORNEY'S  FEES.  In the event that either party to this Lease shall
     bring  suit for  possession  of the  Premises  or  recovery  of any sum due
     hereunder,  or for the breach of any covenant herein  provided,  or for any
     other relief  arising out of this Lease,  it is agreed that the  prevailing
     party shall be  awarded,  in  addition  to any other  recovery,  reasonable
     attorney fees incurred at trial and on any appeals.

     (xii)  SALE OF  PREMISES  BY  LANDLORD.  In the  event  of any  sale of the
     Building,  Landlord  shall be and is hereby  entirely freed and relieved of
     all liability under any and all of its covenants and obligations  contained
     in or  derived  from  this  Lease  arising  out of any act,  occurrence  or
     omission  occurring after the consummation of such sales and the purchaser,
     at such  sale or any  subsequent  sale of the  Premises  shall  be  deemedL
     without any further  agreement  between the parties or their  successors in
     interest or between the parties and any such purchaser, to have assumed and
     agreed to carry out any and all of the  covenants  and  obligations  of the
     Landlord under this Lease.

     (xiu) NAME WITHOUT LANDLORD'S CONSENT. Tenant shall not use the name of the
     Building or of the  development  in which the  Building is situated for any
     purpose other than for the address of the business which is to be conducted
     by the Tenant in the Premises.

     (xiv)  SEV'ERABILITY.  Any  provision of this Lease which shall prove to be
     invalid void or illegal shall in no way affect,  impair or  invalidate  any
     other provision  hereof and such other provision shall remain in full force
     and effect.

     (xv) CUMULATIVE  REMEDES.  No remedy or election  hereunder shall be deemed
     exclusive  but  shall,  wherever  possible,  be  cumulative  with all other
     remedies at law or in equity.

     (xvi) CHOICE OF LAW.  This Lease shall be governed by the laws of the State
     of Idaho.

     (xvii)  JANITORIAL AND PEST CONTROL.  Janitorial  services and pest control
     shall be the responsibility of the Tenant.

<PAGE>


     (xviii)  PERSONAL  GUARANTEE.  The Tenant's  signature hereon is a personal
     guarantee for this lease.

     (xix) REVIEW BY LEGAL COUNSEL.  The  signatures of Landlord and Tenant,  on
     this lease,  acknowledge  the fact that both the  Landlord  and Tenant have
     consulted their respective Legal Counsels prior to signing hereon.

IN WITNESS WHEREOF,  the parties have hereunto set their hands and seals the day
and year first above written.

 ''LANDLORD"

 By:
    ----------------------
    Mark L. Butler


 By:
    ----------------------
    Linda W. Butler

 Address:  PO Box 314
           Eagle, ID 83616

 'TENANT"

 By:
    ----------------------
    Robert Klosterman
    President

 Address:   PO Box 1400
            Eagle, ID 83616

<PAGE>

                                   EXHIBIT "A"

                               222 E. State Street

1.   Land Lord shall  provide an allowance  of $1000.00  for  interior  painting
     (color of paint to be chosen by the tenant).
2.   Landlord shall provide an allowance of $3000.00 for floor covering  (design
     and type of floor covering to be approved by landlord.
3.   Landlord shall install surface mounted  fluorescents in conference room and
     4 floor plugs on East and West sides. Plugs in alcove.
4.   Landlord shall install one handicapped accessible bathroom.
5.   Landlord  shall  install  an HVAC unit in the attic  above the stage  area.
     Exposed style ducting shall be used.
6.   Landlord  shall replace  existing old windows with fixed pane vinyl windows
     with grids.
7.   Landlord  shall  construct a wall to separate the stage from the  remaining
     portion of the main hall. Wall  constructed with glass front and glass door
     up 2' or so from floor.
8.   Tenant  shall pay for any other  interior  work as may be  proposed  by the
     Tenant and approved by the Landlord  including phone line wiring,  computer
     wiring,  window  coverings,  and anything  else desired which is not listed
     above unless re-negotiated between the Landlord and Tenant.