EXHIBIT 10.156

                                  MASTER LEASE



         THIS MASTER LEASE (the "Lease") is made as of the 31st 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",

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         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.

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

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         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.

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:

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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)".

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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.

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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.

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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

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               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.

          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.

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          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
                           Telephone: (719)
                           Telefax: (719)

                  (2)      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]

                                                       - 9 -

<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

By:  /s/  Jon L. Lawver                 By:  /s/  Theodore E. DeTello
     ------------------------                ----------------------------------
Name:     Jon L. Lawver                 Name:     Theodore E. DeTello

                                                          [FFI\AGR:TEDLEASE.AGR]

                                                       - 10 -

<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 Building Name and Suite 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 Underwriters Inc
         2 Park Plaza, Suite 470             1745 N. Erie
         Irvine, California  92714           Pueblo, Colorado  81001

         with a copy of notices to:

                                                          [FFI\AGR:TEDLEASE.AGR]

                                                       - 11 -

<PAGE>

                                   EXHIBIT "B"

                              RULES AND REGULATIONS

The following  Rules and Regulations shall be in 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]

                                                       - 12 -

<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]

                                                       - 13 -

<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]

                                                       - 14 -

<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]

                                                       - 15 -

<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]

                                                       - 16 -