EXHIBIT 10.120

                      LEASE AGREEMENT WITH THEODORE DETELLO

                                  MASTER LEASE



     THIS  MASTER  LEASE (the  "Lease")  is made as of the day of August,  1995,
between   Fantastic  Foods   International,   Inc.,  a  California   corporation
("Lessor"),  and American Charities  Underwriters  Inc., a Colorado  corporation
("Lessee").

     WHEREAS,  Lessee is engaged in the business of manufacturing and storage of
pizza; and

     WHEREAS,  the Lessee desires to rent from Lessor those certain premises set
forth in Item 3 of Exhibit "A" attached hereto, together with certain underlying
real property (the "Plant"); and

     NOW, THEREFORE,  in consideration of the mutual benefits to be derived from
the covenants contained herein, the Lessee and Lessor agree as follows:

1.       PREMISES

         Lessor  hereby  leases to Lessee and Lessee  hereby  rents from  Lessor
         those  certain  premises  set forth in Item 3 of Exhibit  "A"  attached
         hereto,  which,  together with the underlying real property,  is herein
         called the "Plant".  Except as may otherwise be  specifically  provided
         herein,  Lessor shall accept the Plant in its existing  condition as of
         the date hereof.

2.       TENANCY

         This Lease  shall  commence  on the date set forth in Item 4 of Exhibit
         "A", and continue  thereafter for a term of one (1) year,  unless until
         terminated pursuant to the terms hereof, or until sooner terminated for
         default or breach of the terms,  covenants  or  conditions  hereinafter
         provided.

3.       USE

         The Plant shall be occupied  and used by Lessor  solely for the purpose
         of conducting  therein the business or  profession  stated in Item 7 of
         Exhibit "A", and for no other business or purpose.  Lessor shall comply
         with all applicable laws and  governmental  requirements  pertaining to
         its use of the Plant and shall not generate,  handle,  store or dispose
         of  hazardous  or toxic  materials  within the Plant  without the prior
         written consent of Lessor.

4.       RENT

         Lessee shall pay to Lessor  monthly rent in the amount stated in Item 5
         of Exhibit  "A" in advance on the first day of each and every  calendar
         month without  notice or offset,  the first monthly  payment to be made
         concurrently with the execution  hereof.  All rental and other payments
         shall be made to Lessor at the address stated in Item 8 of Exhibit "A",
         or such  other  place as Lessor  shall from time to time  designate  in
         writing.  Rent for the first  partial  month  shall be  prorated on the
         basis of the  number of days in such  month,  and  thereafter  shall be
         payable on the first day of each month. All payments hereunder shall be
         paid in lawful money of the United States.

                                                          [FFI\AGR:TEDLEASE.AGR]

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5.       INSPECTION

         Lessee  shall  permit  Lessor and its agents to enter into and upon the
         Plant at all  reasonable  times for the  purpose  of  inspecting  same,
         cleaning windows and performing other janitorial  services,  or for the
         purpose of maintaining the Plant in which the Plant is situated, or for
         the purposes of making  repairs,  alterations or additions to any other
         portion of the Plant, including the erection of scaffolding,  props, or
         other  mechanical  devices,  or for the  purpose of posting  Notices of
         Non-Responsibility for alterations,  additions, or repairs, without any
         abatement  or  rebate  of rent to  Lessee  or  damages  for any loss of
         occupation or quiet enjoyment of the Plant thereby  occasioned.  Lessor
         and its agents  may,  during the last  thirty  (30) days of the term of
         this Lease, at reasonable hours,  enter upon the Plant and exhibit same
         to prospective Lessees.

6.       RULES AND REGULATIONS

         The rules and  regulations  attached  hereto as Exhibit "B", as well as
         such rules and  regulations  as may be hereafter  adopted by Lessor for
         the safety,  care and cleanliness of the Plant and the  preservation of
         good order thereon, are hereby expressly made a part hereof, and Lessor
         agrees to obey all such rules and regulations.

7.       SECURITY DEPOSIT

          Lessee has deposited with Lessor the sum, if any,  stated in Item 6 of
          Exhibit  "A",  to be held by  Lessor  as  security  for the  full  and
          faithful performance of every Lease term, covenant and condition to be
          performed  by Lessee.  If Lessee  defaults  with  respect to any term,
          covenant or condition of this Lease,  including but not limited to the
          provisions  relating to the payment of rent, Lessor 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 other sum in  default,  or for
          the payment of any other amount (including but not limited to the cost
          of repairing and/or restoring the Plant during or at the expiration of
          the term of this Lease) which Lessor may spend or become  obligated to
          spend by reason of Lessee's  default or to  compensate  Lessor for any
          other loss or damage  which  Lessor  may suffer by reason of  Lessee's
          default to the full  extent  permitted  by law. If any portion of said
          deposit is so used or applied, Lessee shall within five (5) days after
          written  demand  therefor  deposit  cash  with  Lessor  in  an  amount
          sufficient  to restore the security  deposit to its  original  amount.
          Lessee's  failure to do so shall be a material  breach of this  Lease.
          Lessor shall not be required to keep this  security  deposit  separate
          from its general  funds,  and Lessee shall not be entitled to interest
          on such deposit.  If Lessee shall fully and  faithfully  perform every
          term,  covenant and condition of this Lease to be performed by it, the
          security  deposit or any balance  thereof  shall be returned to Lessee
          promptly  following the  expiration  of the Lease term,  provided that
          Lessor may retain the security  deposit  until such time as any amount
          due from Lessor has been  determined  and paid in full.  Should Lessor
          sell its  interest  in the Plant  during the term hereof and if Lessor
          deposits  with the  purchaser  thereof the then  unappropriated  funds
          deposited by Lessee,  thereupon  Lessee shall be  discharged  from any
          further liability with respect to such deposit.

                                                          [FFI\AGR:TEDLEASE.AGR]
                                                       - 3 -

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8.       ALTERATIONS

         Lessee  shall make no  alterations,  additions or  improvements  to the
         Plant  without  the prior  written  consent of  Lessor,  and Lessor may
         impose, as a condition to such consent,  such requirements as Lessor in
         its sole discretion may deem reasonable or desirable, including but not
         limited  to a  requirement  that  all  work be  covered  by a lien  and
         completion  bond  satisfactory  to Lessor  and  requirements  as to the
         manner,  time and contractor or contractors by which such work shall be
         done.  Any request for  Lessor's  consent  shall be made in writing and
         shall  contain  architectural  plans  describing  such  work in  detail
         reasonably satisfactory to Lessor. Failure of Lessor to respond to such
         request  within  thirty  (30)  days  shall be  deemed a denial  of such
         request.   Unless  Lessor  otherwise   agrees  in  writing,   all  such
         alterations,  additions or improvements affixed or built into the Plant
         (but excluding  moveable trade fixtures and furniture) shall became the
         property  of Lessor as  provided in  Paragraph  11 below,  and shall be
         surrendered with the Plant, as a part thereof, at the end of this Lease
         term,  except that Lessor  may,  by written  notice to Lessee  given at
         least  twenty  (20) days prior to the end of this Lease  term,  require
         Lessee  to  remove  all or  any  alterations,  decorations,  additions,
         improvements and the like installed by Lessee, and to repair the Plant,
         or at  Lessee's  option to pay all costs  relating to any damage to the
         Plant arising from such removal.

9.       SURRENDER OF PLANT;  REMOVAL OF PROPERTY

         Upon the  expiration  of the term of this  Lease,  or upon any  earlier
         termination of this Lease,  Lessee shall quit and surrender  possession
         of the Plant to Lessor in as good order,  condition  and repair as when
         received  or  as  hereafter  may  be  improved  by  Lessor  or  Lessee,
         reasonable  wear and tear and  repairs  which are  Lessee's  obligation
         excepted,  and shall, without expense to Lessor,  remove or cause to be
         removed  from  the  Plant  all  debris  and  rubbish,   all  furniture,
         equipment,  business and trade fixtures,  freestanding cabinet work and
         other  articles of personal  property  owned by Lessee or  installed or
         placed by Lessee at its expense in the Plant,  and all similar articles
         of any other persons  claiming under Lessee unless Lessee exercises its
         option to have any  subleases or  subtenancies  assigned to it.  Lessee
         shall repair all damage to the Plant resulting from such removal, which
         repair  shall  include the  patching and filling of holes and repair of
         structural  damage.  In the event that Lessee shall fail to comply with
         the provisions of this Paragraph,  Lessor may make such repairs and the
         cost  thereof  shall be  additional  rent  payable by the  Lessee  upon
         demand. If requested by Lessor,  Lessee shall execute,  acknowledge and
         deliver to Lessor an instrument in writing  releasing and  quitclaiming
         to Lessor all right,  title and  interest of Lessee in and to the Plant
         by reason of this Lease or otherwise.

10.      OPTION TO BUY PLANT

          Lessor  grants to Lessee,  or its assigns,  the option to purchase the
          Plant,  together  with the  building  and the  personal  property  and
          equipment  appurtenant  thereto,  which are the subject of this Lease,
          and all additions and  improvements  to them, if any, that may be made
          during the term of this Lease, upon and subject to the following terms
          and conditions:

                                                          [FFI\AGR:TEDLEASE.AGR]

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          A.   The purchase price shall be:

               (i)  The sum of Six Hundred  Sixty  Thousand  Dollars  ($660,000)
                    (the "Option Price").

               (ii) Plus  such  amount,  if any,  as may be added to the  Option
                    Price,  as  provided  below,  in the  event of  inflationary
                    changes  occurring in the currency of the Unites States,  or
                    in the  event  of the  occurrence  of any  other  factor  or
                    factors  that  shall  result  in what  commonly  is known as
                    "currency inflation," and which, at the time of the exercise
                    of the  option,  shall have  caused or  resulted in inflated
                    market  values  and  inflated  rentals of real  property  in
                    Pueblo, Colorado.

          B.   The option  shall be  exercised  between  the date hereof and the
               expiration  date of this  Lease,  by the  Lessee  or its  assigns
               serving  upon the Lessee by  registered  mail  ninety  (90) days'
               written notice of its or their election to exercise the option.

          C.   If,  after the mailing of such notice of election to exercise the
               option,  the  Lessor  shall  be of the  opinion  that a state  of
               currency  inflation,  as defined in  subsection"(b)" of paragraph
               "1" exists, the Lessor, within ten (10) days after the mailing of
               such  notice of  election,  shall  serve  upon the  Lessee or its
               assigns by registered mail a notice to such effect,  which notice
               shall  further  state the amount by which the Lessor  claims that
               the Option Price should be increased by reason of such inflation.

          D.   Within ten (10) days after the  service of the  Lessor's  notice,
               the Lessee or its assigns  shall,  by notice in writing served on
               the Lessee by registered  mail,  assent to, or dissent from,  the
               Lessor's  claim for an increase in the Option  Price by reason of
               such  inflation.  If the Lessee or its assigns shall so assent to
               the Lessor's  claim,  then,  and in such event,  the Option Price
               shall be augmented in  accordance  with the Lessor's  claim.  If,
               however,  the  Lessee  or its  assigns  shall  dissent  from  the
               Lessor's claim, the option shall not thereby be avoided,  but the
               dispute  between  the Lessor and the Lessee or its  assigns as to
               such claim shall be submitted to arbitration,  for the purpose of
               determining the following issues:

               (i)  Whether,  at the time of exercise of the option, a condition
                    or state of inflation, as defined above, existed;

               (ii) Whether, as the result of such inflation,  market values and
                    rentals  of real  property  in  Pueblo,  Colorado  have been
                    inflated; and

               (iii)By what sum, if any,  the Option  Price  should be increased
                    by reason of the existence of the  inflation  referred to in
                    both subparagraphs "(a)" and "(b)".


                                                          [FFI\AGR:TEDLEASE.AGR]

                                      - 5 -

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          E.   In the notice of  dissent  above  referred  to, the Lessee or its
               assigns shall name its or their arbitrator.  Within five (5) days
               thereafter,  the  Lessor  shall,  by  written  notice  served  by
               registered  mail upon the Lessee or its  assigns,  designate  its
               arbitrator,  and the two (2) arbitrators so chosen shall,  within
               five (5) days thereafter,  appoint in writing a third arbitrator.
               If the two (2)  arbitrators  shall be unable  to agree  upon such
               third arbitrator within the period of five (5) days, any party to
               this  agreement may thereafter  make  application to the Court of
               Pueblo County, or to any judge of that court, for the appointment
               of  such  third  arbitrator.  A  decision  of a  majority  of the
               arbitrators  on the  three  (3)  issues  above  set out  shall be
               binding upon the parties to this agreement; and the parties shall
               bear equally the expenses and cost of such arbitration.

          F.   If the Lessor shall fail to serve a notice of claim of inflation,
               or notice  of the  designation  of its  arbitrator,  as  provided
               above,  then, and in either or both of such events, the Lessee or
               its  assigns  shall be  entitled  to  purchase  the Plant for the
               Option Price.

          If the Lessee or its assigns  shall fail to serve a notice of dissent,
          as  provided  above,  then is such  event,  the Option  Price shall be
          augmented by the amount of the  increase  claimed by the Lessor in its
          claim for an increase by reason of inflation.

11.      SUBLETTING OR ASSIGNMENT

         Lessee shall not assign this Lease, or any interest therein,  or sublet
         the Plant or any part  thereof,  or allow any other  person (the agents
         and  servants of Lessor  excepted)  to occupy or use the Plant,  or any
         portion thereof,  without the prior written consent of Lessor. Any such
         assignment or  subletting  without  Lessor's  consent shall be void and
         shall, at the option of Lessor,  terminate this Lease. This Lease shall
         not, nor shall any interest  therein,  be assignable as to the interest
         of Lessee by operation of law without the written consent of Lessor.

12.      NOTICES

         Any notice, election,  demand, consent, approval or other communication
         to be given or other  document to be  delivered  by either party to the
         other  hereunder shall be in writing and shall be delivered by personal
         service or telegram,  telex,  telecopier or other electronic  facsimile
         transmission,  or by  any  "overnight"  or  "one-day"  express  mailing
         service, or by certified or registered mail, prepaid and return receipt
         requested,  to the other  party at the  address  set forth in Item 8 of
         Exhibit "A".  Either party may from time to time, by written  notice to
         the other, served in the manner herein provided,  designate a different
         address.  If any  notice  or other  document  is sent by  certified  or
         registered mail as above,  the same shall be deemed served or delivered
         two (2) business  days after the mailing.  All other  notices  shall be
         deemed given when received. If more than one Lessor is named under this
         Lease,  service of any  notice  upon any one of said  Lessors  shall be
         deemed as service upon all of them.

                                                          [FFI\AGR:TEDLEASE.AGR]

                                      - 6 -

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13.      ATTORNEYS' FEES

         Should  either  party  institute  legal  proceedings  against the other
         arising out of this Lease,  the  prevailing  party shall be entitled to
         recover reasonable  attorneys' fees and costs, to be fixed by the court
         in said action.

14.      REMEDIES

         The waiver by Lessee of any breach 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 acceptance of rent
         hereunder shall not be construed to be a waiver of any breach by Lessee
         of any term,  covenant or condition of this Lease. No payment by Lessee
         of a lesser  amount than the rent and other sums required by this Lease
         shall be deemed to be other  than a partial  payment  on account of the
         earliest due sums,  notwithstanding  any check endorsement or letter to
         the  contrary.  It is  understood  and agreed that the remedies  herein
         given  to  Lessee  and  those  awarded  by  statutes  of the  State  of
         California  shall be cumulative,  and the exercise of any one remedy by
         Lessee shall not be to the exclusion of any other remedy.

15.      LATE PAYMENTS

          A.   Any installment of rent due under this Lease or any other sum not
               paid to  Lessor  within  five (5) days of the date when due shall
               bear interest at the maximum legal rate permitted by law from the
               date due until the same shall have been fully  paid.  The payment
               of such  interest  shall not excuse or cure any default by Lessor
               under this Lease.

          B.   Lessor  hereby  acknowledges  that the late  payment by Lessee to
               Lessor of rent and other sums due hereunder  will cause Lessee to
               incur costs not  contemplated by this Lease,  the exact amount of
               which will be extremely  difficult to  ascertain.  Such costs may
               include, but are not limited to,  administrative,  processing and
               accounting  charges,  and late  charges  which may be  imposed on
               Lessor by the terms of any other sum due from Lessee shall not be
               received  by Lessor or  Lessor's  designee  within  five (5) days
               after the date due, then Lessee shall pay to Lessor,  in addition
               to the interest  provided  above,  a late charge in the amount of
               One Hundred Dollars  ($100.00).  The parties agree that such late
               charge  represents  a fair and  reasonable  estimate  of the cost
               Lessor will incur by reason of late payment by Lessee. Acceptance
               of such  late  charge by Lessor  shall in no event  constitute  a
               waiver of Lessee's  default with respect to such overdue  amount,
               nor prevent  Lessor from  exercising  any of its other rights and
               remedies.

16.       LESSOR'S INSURANCE

          Lessee,  at its sole cost and  expense,  shall  provide the  insurance
          described in Exhibit "C" attached hereto.

                                                          [FFI\AGR:TEDLEASE.AGR]

                                      - 7 -

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17.       LESSOR'S INDEMNITY

          A.   Lessee shall  defend,  indemnify and hold  harmless  Lessor,  its
               agents,   employees,  and  any  and  all  affiliates  of  Lessor,
               including without limitation,  any corporations or other entities
               controlling,  controlled by or under common  control with Lessor,
               from and against any and all claims or  liabilities  arising from
               Lessee's use or  occupancy of the Plant,  the Plant or the Common
               Facilities  (as  hereinafter  defined)  or  the  conduct  of  its
               business or from any activity,  work, or thing done, permitted or
               suffered  by Lessee in or about the Plant and the Plant or Common
               Facilities  arising from any breach or default in the performance
               of any obligation on Lessee's part to be performed hereunder,  or
               arising from any act or negligence  of Lessee,  or of its agents,
               employees,  visitors,  patrons,  guests,  invitees or  licensees,
               including  vendors  servicing  Lessee,  and for and  against  all
               costs,  attorneys' fees, expenses and liabilities incurred or any
               actions or  proceedings  brought  thereon.  In case  Lessor,  its
               agents  or  affiliates  shall be made a party  to any  litigation
               commenced by or against  Lessor,  then Lessee  shall  protect and
               hold  Lessor  harmless  and shall  pay all  costs,  expenses  and
               reasonable attorneys' fees, legal expenses, expenses of discovery
               proceedings,  travel and fees for expert  witnesses  incurred  or
               paid by Lessor in connection with such litigation.  Lessor may at
               its  option,  require  Lessee to assume  Lessor's  defense in any
               action covered by this Paragraph through counsel  satisfactory to
               Lessor.

          B.   The term  "Common  Facilities"  shall  mean all areas  within the
               exterior boundaries of the Plant or appurtenant thereto which are
               not now or hereafter  held for exclusive use by persons  entitled
               to occupy  space in the Plant,  and other areas and  improvements
               provided by Lessor for the common use of Lessee and  Lessee's and
               its  respective  employees  and  invitees,   including,   without
               limiting  the  generality  of  the   foregoing,   parking  areas,
               driveways,   truckways,   delivery   passages,   loading   docks,
               sidewalks,   ramps,   landscaped  and  painted  areas,   exterior
               stairways,  hallways and interior  stairwells  not located within
               the Plant,  common entrances and lobbies,  elevators,  bus stops,
               retaining  walls and  restrooms  not  located  within  the Plant,
               lighting fixtures,  building and/or project identification signs,
               irrigation systems and controllers, drains and sewers.

18.       LESSOR'S NON-LIABILITY

          A.   Lessee,  as a  material  party of the  consideration  to  Lessor,
               hereby  assumes  all risk of  damage  to  property  or  injury to
               person,  in,  upon or about the Plant  from any cause  whatsoever
               other than  ultimately  determined to be Lessor's sole negligence
               or willful  misconduct and for any damage to the Plant  resulting
               from any negligence or willful misconduct of any employee, agent,
               visitor or licensee of Lessor.

          B.   Lessor shall not be liable to Lessee,  and Lessee  hereby  waives
               all claims  against Lessor for any injury or damage to any person
               or  property  in or about the  premises  of the Plant or from any
               cause whatsoever, other than ultimately determined to be Lessor's
               sole negligence or willful  misconduct.  Specifically,  Lessor or
               its  agents or  employees  shall not be liable  for any damage to
               property  entrusted to Lessee's  employees in the Plant,  nor for
               loss of or damage to any property by theft or otherwise,  nor for
               any  injury  or  damage  to  persons  or   property  or  loss  or
               interruption  of business or loss of income  resulting  from, but
               not  limited  to,  the  following   causes,   unless   ultimately
               determined  to be  caused  by or due to the  sole  negligence  or
               willful  misconduct  of Lessor,  its agents or  employees:  fire,
               explosion,  falling plaster,  steam, gas,  electricity,  water or
               rain which may leak or flow from or into any part of the Plant or
               from the breakage,  leakage,  obstruction or other defects of the
               pipes,   sprinklers,   wires,   appliances  or  plumbing  or  air
               conditioning or electrical works therein,  whether such damage or
               injury results from  conditions  arising in the Plant or in other
               portions  of the Plant.  Neither  Lessor nor its agents  shall be
               liable  for  interference  with the  light  or other  incorporeal
               hereditament, nor shall Lessor be liable for any latent defect of
               the Plant.  Lessee shall give prompt  notice to Lessor in case of
               fire or accidents  in the Plant and of defects  therein or in the
               fixtures or equipment.

                                                          [FFI\AGR:TEDLEASE.AGR]

                                      - 8 -

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          C.   Lessee  understands  that Lessor will not carry  insurance of any
               kind on Lessee's furniture or furnishings, fixtures or equipment,
               and that  Lessor  shall not be  obligated  to repair  any  damage
               thereto  or  replace  the same.  Lessor  shall  have the right to
               change the name,  number or designation of the Plant in which the
               Plant is located without notice or liability to Lessee.

19.       MISCELLANEOUS

          A.   SUBSEQUENT  EVENTS.  Lessor and  Lessee  each agree to notify the
               other party if, subsequent to the date of this Agreement,  either
               party incurs obligations which could compromise their efforts and
               obligations under this Agreement.

          B.   AMENDMENT.  This Agreement may be amended or modified at any time
               and in any manner only by an  instrument  in writing  executed by
               the parties hereto.

          C.   FURTHER  ACTIONS  AND  ASSURANCES.  At any time and from  time to
               time, each party agrees, at its or their expense, to take actions
               and  to  execute  and  deliver  documents  a  may  be  reasonably
               necessary to effectuate the purposes of this Agreement.

          D.   WAIVER. Any failure of any party to this Agreement to comply with
               any of its obligations,  agreements,  or conditions hereunder may
               be waived in  writing  by the  party to whom such  compliance  is
               owed.  The failure of any party to this  Agreement  to enforce at
               any time any of the provisions of this Agreement  shall in no way
               be construed to be a waiver of any such  provision or a waiver of
               the right of such party thereafter to enforce each and every such
               provision. No waiver of any breach of or non-compliance with this
               Agreement shall be held to be a waiver of any other or subsequent
               breach or non-compliance.

          E.   ASSIGNMENT.  Neither this  Agreement  nor any right created by it
               shall be assignable by Lessor or Lessee without the prior written
               consent of the other party.

                                                          [FFI\AGR:TEDLEASE.AGR]

                                      - 9 -

<PAGE>



          F.   Notices. Any notice or other communication  required or permitted
               by this  Agreement  must be in writing  and shall be deemed to be
               properly  given  when  delivered  in person to an  officer of the
               other  party,  when  deposited  in the  United  States  mails for
               transmittal by certified or registered mail, postage prepaid,  or
               when deposited with a public  telegraph  company for transmittal,
               or when sent by facsimile transmission charges prepared, provided
               that the communication is addressed:

               (i)  In the case of Lessee:

                    American Charities Underwriters Inc.
                    1745 N. Erie
                    Pueblo, Colorado  81001

               (ii) In the case of Lessor:

                    Fantastic Foods International Inc.
                    5345 3rd Street
                    Irwindale, California  91706
                    Telephone:       (818) 814-3775
                    Telefax:         (818) 814-3090

               or to such other person or address designated by Lessee or Lessor
               to receive notice.

          G.   Headings.   The  Paragraph  and  subparagraph  headings  in  this
               agreement are inserted for convenience  only and shall not affect
               in any way the meaning or interpretation of this Agreement.

          H.   Counterparts.  This Agreement may be executed  simultaneously  in
               two or more  counterparts,  each of  which  shall  be  deemed  an
               original,  but all of which together shall constitute one and the
               same instrument.

          I.   Governing  Law.  This  Agreement  was  negotiated  and  is  being
               contracted for in the State of California,  and shall be governed
               by the  laws of the  State  of  California,  notwithstanding  any
               conflict-of-law provision to the contrary.

          J.   Binding Effect.  This Agreement shall be binding upon the parties
               hereto and inure to the benefit of the parties,  their respective
               heirs, administrators, executors, successors, and assigns.

          K.   Entire  Agreement.  This Agreement  contains the entire agreement
               between  the  parties  hereto  and  supersedes  any and all prior
               agreements,  arrangements,  or understandings between the parties
               relating  to the  subject  matter  of  this  Agreement.  No  oral
               understandings,  statements, promises, or inducements contrary to
               the  terms  of  this   Agreement   exist.   No   representations,
               warranties,  covenants, or conditions,  express or implied, other
               than as set forth herein, have been made by any party.

                                                          [FFI\AGR:TEDLEASE.AGR]

                                     - 10 -

<PAGE>



          L.   Severability.  If any  part of this  Agreement  is  deemed  to be
               unenforceable  the balance of the Agreement  shall remain in full
               force and effect.

          M.   Facsimile   Counterparts.   A  facsimile,   telecopy,   or  other
               reproduction  of this  Agreement  may be  executed by one or more
               parties  hereto  and  such  executed  copy  may be  delivered  by
               facsimile of similar instantaneous electronic transmission device
               pursuant to which the signature of or on behalf of such party can
               be seen,  and such  execution  and delivery  shall be  considered
               valid, binding and effective for all purposes.  At the request of
               any party  hereto,  all  parties  agree to execute an original of
               this  Agreement  as  well as any  facsimile,  telecopy  or  other
               reproduction hereof.

          N.   Time is of the Essence.  Time is of the essence of this Agreement
               and of each and every provision hereof.

     IN WITNESS WHEREOF,  the parties hereto have executed this Lease consisting
of the foregoing  Paragraphs 1 through 18,  Exhibits "A" through "C" and, if any
Rider pages and/or Addendum to Lease which follow,  as of the day and year first
hereinabove set forth.

"Lessor"                                "Lessee"
FANTASTIC FOODS INTERNATIONAL INC.      AMERICAN CHARITIES UNDERWRITERS INC.



By:                                     By:/s/    Theodore E. DeTello
   -------------------------------         ------------------------------------
                                           Name:  Theodore E. DeTello
                                           Title:



By:                                     By:
   -------------------------------         ------------------------------------
                                           Name:
                                           Title:

                                                          [FFI\AGR:TEDLEASE.AGR]

                                     - 11 -

<PAGE>



                                   EXHIBIT "A"



                                    THE PLANT



     In the event of any  conflict,  inconsistency  or  ambiguity  created by or
between  this  Exhibit "A" and the Lease to which it is  attached,  which Lessee
acknowledges  it has read in full,  the terms and  conditions of the Lease shall
govern.



1.       Lessee:    Theodore E. DeTello

         dba:       American Charities Underwriters Inc.

2.       Address including Bldg Name/Ste No.:  1745 N. Erie, Pueblo, Colorado

3.       Rentable Area:       28,700 +/- square feet

4.       Term commerce:       January 1, 1996

5.       Rental:    Four Thousand Dollars and no/100 ($4,000.00) per month

6.       Security Deposit:    Zero Dollars ($0)

7.       Permitted Use:       Manufacturing pizzas and storage of same

8.       Address for Payments and Notices:

         Lessor                                   Lessee
         Fantastic Foods International Inc.       American Charities
         2 Park Plaza, Suite 470                  Underwriters Inc.
         Irvine, California  92714                1745 N. Erie
                                                  Pueblo, Colorado  81001

                                                          [FFI\AGR:TEDLEASE.AGR]

                                     - 12 -

<PAGE>



                                   EXHIBIT "B"

                              RULES AND REGULATIONS

The following  Rules and Regulations  shall be n effect at the Building.  Lessor
reserves  the  right  to adopt  reasonable  nondiscriminatory  modification  and
additions at any time. In the case of any conflict between these regulations and
the Lease, the Lease shall be controlling.

1.   Except with the prior written consent of Lessor,  Lessee shall not sell, or
     permit the retail sale of, newspapers,  magazines,  periodicals, or theater
     tickets,  in or from the  Plant,  nor shall  Lessee  carry on, or permit or
     allow  any   employee  or  other  person  to  carry  on,  the  business  of
     stenography,  typewriting or any similar  business in or from the Plant for
     the  service or  accommodation  of  occupants  of any other  portion of the
     Plant.   Lessee   shall  not  allow  the  Plant  to  be  utilized  for  any
     manufacturing of any kind, or the business of a public barber shop,  beauty
     parlor,  or a manicuring and  chiropodist  business,  or any business other
     than that specifically provided for the Lease.

2.   The sidewalks,  halls,  passages,  elevators,  stairways,  and other common
     areas shall not be obstructed by Lessee or use by it for storage or for any
     purpose  other than for  ingress to and egress  from the Plant.  The halls,
     passages, entrances,  elevators,  stairways, balconies and roof are not for
     the use of the general  public,  and Lessor  shall in all cases  retain the
     right to control  and prevent  access to those  areas of all persons  whose
     presence,  in the judgment of Lessor,  shall be  prejudicial to the safety,
     character,  reputation and interests of the Plant and its Lessees.  Nothing
     contained  in this Lease shall be  construed  to prevent  access to persons
     with whom  Lessee  normally  deals only for the purpose of  conducting  its
     business on the Plant (such as Lessees'  customers,  office  suppliers  and
     equipment vendors and the like) unless those persons are engaged in illegal
     activities.  Neither  Lessee nor any employee or contractor of Lessee shall
     go upon the roof of the Plant without the prior written consent of Lessor.

3.   The sashes, sash doors,  windows,  glass lights,  solar film and/or screen,
     and any lights or  skylights  that reflect or admit light into the halls or
     other places of the Office Building shall not be covered or obstructed. The
     toilet rooms, water and wash closets and other water apparatus shall not be
     used for any purpose other than that for which they were  constructed,  and
     no foreign substance of any kind shall be thrown in those  facilities,  and
     the  expense  of any  breakage,  stoppage  or  damage  resulting  from  the
     violation of this rule shall be borne by Lessee.

4.   No sign,  advertisement  or notice  visible  from the exterior of the Plant
     shall be  inscribed,  painted or affixed by Lessee on any part of the Plant
     without the prior written consent of Lessor. If Lessor shall have given its
     consent at any time,  whether  before or after the execution of this Lease,
     that  consent  shall in no way operate as a waiver or release of any of the
     provisions  of this  Lease,  and  shall be  deemed  to  relate  only to the
     particular  sign,  advertisement  or notice so  consented  to by Lessor and
     shall not be construed as  dispensing  with the  necessity of obtaining the
     specific  written  consent of Lessor with respect to any  subsequent  sign,
     advertisement,  or  notice.  If  Lessor,  by a notice in writing to Lessee,
     shall object to any curtain,  blind, tinting,  shade or screen attached to,
     or hung in, or used in  connection  with,  any window or door of the Plant,
     the  use  of  the  curtain,  blind,  tinting,  shade  or  screen  shall  be
     immediately  discontinued  by Lessee.  No awnings shall be permitted on any
     part of the Plant.

                                                          [FFI\AGR:TEDLEASE.AGR]

                                     - 13 -

<PAGE>



5.   Lessee shall not do or permit anything to be done in the Plant, or bring or
     keep  anything in the Plant,  which shall in any way  increase  the rate of
     fire  insurance  of the Plant,  or on the  property  kept in the Plant,  or
     obstruct  or  interfere  with the  rights of other  Lessees,  or in any way
     injure  or  annoy  them,  or  conflict  with  the  regulations  of the Fire
     Department or the fire laws,  or with any insurance  policy upon the Plant,
     or any  portion  of the  Plant  or its  contents,  or with  any  rules  and
     ordinances  established  by the  Board  of  Health  or  other  governmental
     authority.

6.   No safes,  computers  or other  objects  larger or heavier than the freight
     elevators  of the Plant  are  limited  to carry  shall be  brought  into or
     installed  in the  Plant.  Lessor  shall  have the right to  prescribe  and
     approve of the weight and  position of safes,  computers  or other large or
     heavy objects which shall, if deemed necessary by Lessor, be placed on some
     type of applicable platform prescribed by Lessor to distribute the weight.

8.   Lessee shall not sweep or throw, or permit to be swept or thrown,  from the
     Plant any dirt or other  substance  into any of the  corridors  or halls or
     elevators,  or out of the doors or windows or stairways  of the Plant,  and
     Lessee shall not use, keep or permit to be used or kept any foul or noxious
     gas or substance in the Plant, or permit or suffer the Plant to be occupied
     or use in a manner  offensive or objectionable to Lessor or other occupants
     of the Plant by reasons of noise, odors and/or vibrations,  or interfere in
     any way with other Lessees or those having business with other Lessees, nor
     shall any animals or birds be kept by Lessee in or about the Plant. Smoking
     or carrying  lighted cigars or cigarettes in the elevators and restrooms of
     the Plant is prohibited.

9.   No  cooking  shall be done or  permitted  by  Lessor on the  Plant,  except
     pursuant  to the normal use of a  microwave  oven and coffee  maker for the
     benefit of Lessee's employees and invitees, nor shall the Plant be used for
     the storage of merchandise or for lodging.

10.  Lessee  shall  not use or keep in the  Plant  any  kerosene,  gasoline,  or
     inflammable fluid or any other illuminating  material, or use any method of
     heating other than that supplied by Lessor.

11.  If Lessee desires  telephone or telegraph  connections,  Lessor will direct
     electricians as to where and how the wires are to be introduced.  No boring
     or cutting for wires or  otherwise  shall be made without  directions  from
     Lessor.

12.  Upon the termination of its tenancy, Lessee shall deliver to Lessor all the
     keys to offices,  rooms and toilet  rooms and all access  cards which shall
     have been  furnished to Lessee or which Lessee shall have had made.  In the
     event  of the loss of any keys or cards  so  furnished,  Lessee  shall  pay
     Lessor for those items.

13.  Lessee shall not affix any floor  covering to the floor of the Plant in any
     manner except by a past, or other material which may easily be removed with
     water,  the  use of  cement  or  other  similar  adhesive  materials  being
     expressly  prohibited.  The method of affixing any floor  covering shall be
     subject  to  approval  by  Lessor.  The  expense  of  repairing  any damage
     resulting from a violation of this rule shall be borne by Lessee.

                                                          [FFI\AGR:TEDLEASE.AGR]

                                     - 14 -

<PAGE>



14.  On  Saturdays,  Sundays and legal  holidays,  and on other days between the
     hours of 6:00 p.m.  and 8:00 a.m.,  access to the  Plant,  or to the halls,
     corridors,  elevators or stairways  in the Plant,  or to the Plant,  may be
     refused unless the person  seeking access  complies with any access control
     system that  Lessor may  establish.  Lessor  shall in no case be liable for
     damages for the admission to or exclusion from the Plant of any person whom
     Lessor has the right to exclude  under  Rules 2 or 19 of this  Exhibit.  In
     case of invasion,  mob, riot, public excitement,  or other commotion, or in
     the event of any other situation reasonably requiring the evacuation of the
     Plant,  Lessor reserves the right at its election and without  liability to
     Lessee to prevent access to the Plant by closing the doors or otherwise for
     the safety of Lessee and protection of property in the Plant.

15.  Lessee  shall  see that the  windows,  transoms  and doors of the Plant are
     closed and  securely  locked  before  leaving  the Plant and shall  observe
     strict care not to leave windows open, if applicable, when it rains. Lessee
     shall  exercise  extraordinary  care and caution that all water  faucets or
     water  apparatus are entirely shut off before Lessee or Lessee's  employees
     leave the Plant,  and that all  electricity,  gas or air shall  likewise be
     carefully  shut off, so as to prevent waste or damage,  and for any default
     or  carelessness  Lessee  shall make good all  injuries  sustained by other
     Lessees or occupants of the Plant or Lessee.

16.  Lessee shall not alter any lock or install a new or additional  lock or any
     bolt on any door of the Plant without the prior written  consent of Lessor.
     If Lessor gives its consent,  Lessee  shall in each case  promptly  furnish
     Lessor with a key for any new or altered lock.

17.  Lessee shall not install  equipment,  such as but not limited to electronic
     tabulating or computer equipment,  requiring electrical or air conditioning
     service in excess of that to be provided by Lessor under the Lease.

18.  Lessee shall  furnish and utilize  masonite or plastic  floor mats so as to
     minimize carpet damage resulting from the use of rollers on chairs.

19.  Lessor shall have full and  absolute  authority to regulate or prohibit the
     entrance  to the  Plant  of any  vendor,  supplier,  purveyor,  petitioner,
     proselytizer  or other  similar  person.  In the event any such person is a
     guest or invitee of Lessee,  Lessor shall notify  Lessee in advance of each
     desired entry, and Lessor shall authorize the person so designated to enter
     the Plant, provided that in the sole and absolute discretionary judgment of
     Lessor,   such  person  will  not  be  involved  in  general   solicitation
     activities,  or the  proselytizing,  petitioning,  or  disturbance of other
     Lessees or their  customers or invitees,  or engaged or likely to engage in
     conduct  which may in Lessor's  opinion  distract from the use of the Plant
     for its intended purpose.  Notwithstanding  the foregoing,  Lessor reserves
     the absolute  right and  discretion to limit or prevent access to the Plant
     by any food or  beverage  vendor,  whether or not  invited  by Lessee,  and
     Lessor may  condition  such access upon the vendor's  execution of an entry
     permit agreement which may contain provisions for insurance coverage and/or
     the payment of a fee to Lessor.

20.  Lessor  may  from  time to  time  grant  Lessee  individual  and  temporary
     variances  from these Rules,  provided  that any  variance  does not have a
     material adverse effect on the use and enjoyment of the Plant by Lessee.

                                                          [FFI\AGR:TEDLEASE.AGR]

                                     - 15 -

<PAGE>



                                   EXHIBIT "C"

                               LESSEE'S INSURANCE



The following  standards for Lessee's Insurance shall be in effect at the Plant.
Lessor reserves the right to adopt  reasonable  nondiscriminatory  modifications
and additions to those  standards.  Lessee agrees to obtain and present evidence
to Lessor that it has fully complied with the insurance requirements.

1.   Lessee shall,  at its sole cost and expense,  commencing on the date Lessee
     is given  access to the Plant for any purpose  and during the entire  Term,
     procure,  pay for and keep in full  force  and  effect:  (i)  comprehensive
     general liability insurance with respect to the Plant and the operations of
     or on behalf of Lessee in, on or about the Plant, including but not limited
     to personal injury, non-owned automobile, blanket contractual,  independent
     contractors,  broad form property damage,  fire legal  liability,  products
     liability  (if a product is sold from the Plant),  liquor law liability (if
     alcoholic  beverages are sold,  served or consumed  within the Plant),  and
     cross liability and  severability of interest  clauses,  which  policy(ies)
     shall be written on an "occurrence"  basis and for not less than $1,000,000
     with a $1,000,000  umbrella  liability policy combined single limit (with a
     $50,000  minimum limit on fire legal  liability)  per occurrence for bodily
     injury,  death,  and property  damage  liability,  or the current  limit of
     liability  carried by Lessee,  whichever  is  greater,  and subject to such
     increases  in  amounts  as Lessor  may  determine  from time to time;  (ii)
     workers' compensation  insurance coverage as required by law, together with
     employers'   liability   insurance   coverage;   (iii)   with   respect  to
     improvements, alterations, and the like required or permitted to be made by
     Lessee  under  this  Lease,   builder's  all-risk  insurance,   in  amounts
     satisfactory to Lessor; (iv) insurance against fire,  vandalism,  malicious
     mischief and such other additional  perils as may be included in a standard
     "all risk"  form in  general  use in Orange  County,  California,  insuring
     Lessee's leasehold improvements, trade fixtures, furnishings, equipment and
     items of  personal  property of Lessee  located in the Plant,  in an amount
     equal to not less than ninety  percent  (90%) of their  actual  replacement
     cost (with  replacement cost  endorsement)l  and (v) business  interruption
     insurance in amounts  satisfactory to Lessor.  In no event shall the limits
     of any policy be  considered as limiting the liability of Lessee under this
     Lease.

2.   All policies of insurance required to be carried by Lessee pursuant to this
     Exhibit "C" shall be written by responsible  insurance companies authorized
     to do business in the State of California  and Colorado,  and with a Best's
     policyholder  rating of not less than "A" subject to final  acceptance  and
     approval by Lessor.  Any  insurance  required of Lessee may be furnished by
     Lessee under any blanket policy carried by it or under a separate policy. A
     true  and  exact  copy of each  paid up  policy  evidencing  the  insurance
     (appropriately authenticated by the insurer) or a certificate of insurance,
     certifying that the policy has been issued,  provides the coverage required
     by  this  Exhibit  "C" and  contains  the  required  provisions,  shall  be
     delivered  to  Lessor  prior  to the date  Lessee  is  given  the  right of
     possession  of the Plant.  Proper  evidence of the renewal of any insurance
     coverage  shall also be  delivered to Lessor not less than thirty (30) days
     prior to the  expiration of the coverage.  Lessor may at any time, and from
     time to time,  inspect and/or copy any and all insurance  policies required
     by this Lease.

                                                          [FFI\AGR:TEDLEASE.AGR]

                                     - 16 -

<PAGE>



3.   Each policy evidencing  insurance required to be carried by Lessee pursuant
     to this Exhibit "C" shall contain the following  provisions  and/or clauses
     satisfactory  to Lessor:  (i)  provision  that the policy and the  coverage
     provided shall be primary and that any coverage  carried by Lessee shall be
     noncontributory  with  respect to any  policies  carried by Lessee;  (ii) a
     provision  including Lessee and any other parties in interest designated by
     Lessor  as  an  additional  insured,  except  as  to  workers  compensation
     insurance;  (iii) a waiver  by the  insurer  of any  right  to  subrogation
     against Lessor,  its agents,  employees,  contractors  and  representatives
     which arises or might arise by reason of any payment under the policy or by
     reason of any act or omission of Lessee, its agents, employees, contractors
     or  representatives;  and (iv) a provision that the insurer will not cancel
     or change the coverage  provided by the policy  without first giving Lessor
     thirty (30) days prior written notice.

4.   In the event that Lessee fails to procure,  maintain and/or pay for, at the
     times and for the  durations  specific in this Exhibit  "C", any  insurance
     required by this Exhibit "C", or fails to carry  insurance  required by any
     governmental  authority,  Lessor may at its election procure that insurance
     and that insurance and pay the premiums,  in which event Lessee shall repay
     Lessor all sums paid by Lessor,  together with interest at the maximum rate
     permitted  by law and any  related  costs or  expenses  incurred  by Lessor
     within ten (10) days following Lessor's written demand to Lessee.

                                                          [FFI\AGR:TEDLEASE.AGR]

                                     - 17 -

<PAGE>


                                 April 12, 1996



AMERICAN CHARITIES UNDERWRITERS
715 North Grand Avenue
Pueblo, Colorado  81003

     RE:  Lease Agreement  between Fantastic Foods  International  ("Fantastic")
          and American Charities Underwriters Inc. ("ACU") dated August 31, 1995
          (the "Lease")

Gentlemen:

When  countersigned in the space provided below,  this letter (the  "Agreement")
will  serve as an  addendum  to the  Lease and the  option  granted  therein  by
Fantastic, as Lessor, to ACU, as Lessee, to purchase the Building (as defined in
the Lease).

Subject  to the  following  conditions,  Nona  Morelli's  II Inc.  ("Nona")  and
Fantastic  agree to the  assumption  by ACU of Nona's note to Ohio National Life
Insurance  Company  and the  underlying  First  Trust Deed  obligations  of Nona
related to the Building (the "Ohio  National  Note"),  and  Fantastic  agrees to
reduce the Purchase Price (as defined in the Lease) to $450,000,  payable (a) by
ACU's  assumption  of the present  balance due under the Ohio  National  Note of
approximately  $240,000;  and,  (b) by the  execution  of a Second Trust Deed in
favor of Fantastic in the principal  amount of $210,000.  Such Second Trust Deed
to be payable from the net proceeds of any  refinancing  utilizing the Building,
but in any event no later than December 31, 1996.

This agreement is subject to:

          1.   Written  confirmation  that the  assumption  of the Ohio National
               Note by ACU will effect a full  release of Nona and  Fantastic by
               Ohio  National  Life  Insurance  Company,  or their  successor in
               interest, as to the Ohio National Note; and,

          2.   ACU bringing current the monthly payments due under Ohio National
               Note (such  payments to be credited  against the  payments due to
               Fantastic under the Lease; and

          3.   Written  confirmation from the proposed new lender,  addressed to
               Fantastic,  of the  amount,  terms and  timing of ACU's  proposed
               refinancing of the Building.

If this correctly sets forth your  understanding of the proposed revision of the
terms of the  Lease,  please  execute  and return a  countersigned  copy of this
Agreement to me before April 30, 1996.

This offer  contained  herein is not binding  unless  signed by all parties and,
even if fully  executed,  it will  automatically  terminate and be of no further
force or effect if not returned to me before April 30, 1996.

                                                             [NM\AGR:ACPUEBLD]-2

                                     - 18 -

<PAGE>



Sincerely,


/s/  Fred G. Luke
----------------------------------------
     Fred G. Luke
     Chief Executive Officer

AGREED AND ACCEPTED
This ---------- day of April, 1996

AMERICAN CHARITIES UNDERWRITERS INC.



By:-------------------------------------
   Name:


AGREED AND ACCEPTED
This ---------- day of April, 1996

FANTASTIC FOODS INTERNATIONAL INC.



By:-------------------------------------
   Name:

                                                             [NM\AGR:ACPUEBLD]-2

                                     - 19 -