EXHIBIT 10.3
                                     Lease

       This  Indenture,  made this  14th day of  November,  2003 by and  between
Lewinger  Hamilton  Santa Fe LLC (for  purposes of this Lease any  reference  to
Lessor is actually the position of  Sublessor)  hereinafter,  whether  singular,
plural, masculine,  feminine,  neither, designated as "Lessor", which espression
shall include Lessor's heirs, personal  representatives,  assigns and successors
in interest, and CytoDyn Inc. a Colorado Corporation (for purposes of this lease
any  reference  to Lessee ix actually the  position of  Sublessee)  hereinafter,
plural, masculine, feminine, or neuter, designated as "Lessee", which expression
shall include all Lessee's,  jointly and severally,  and shall include  Lessee's
heirs,   personal   representatives,   assigns,   and  successors  in  interest;
WITNESSETH:

I.     DEMISE OF PREMISES.
Lessor,  for  and  in  consideration  of the  covenants  and  agreements  herein
contained  to  be  kept  and  performed  by  Lessee.   Lessee's  heirs  personal
representatives,  assigns,  and  successors in interest,  and upon the terms and
conditions  herein  contained,  does hereby let, lease, and demise to Lessee the
following  described premises situated in the city of Santa Fe, in the county of
Santa Fe, State of New Mexico, to-wit:

The one office space further  described on Exhibit B, attached hereto and made a
part hereof, which is a part of Suite 1, 200 West Devargas, Santa Fe, NM 87501

II.    TERM OF LEASE
The term of this lease shall be for a period of Twelve (12) months, beginning on
the 14th day of November,  2003,  and ending on the 30th day of November,  2004.
Subject to the status of Lessor's lease.

III.   RENT
Lesee,  for and in  consideration  of this  Lease  and the  demise  of the  said
premises by Lessor to Lessee,  hereby agrees and covenants with Lessor to pay as
rent for said premises, without notice or demand, the sum of Four Hundred Ninety
Five Dollars ($495.00) per month in the following manner to wit.

Payable on the first of each month.  Upon  execution of this lease,  Lessee will
pay the proraate rent for the remainder of November, 2003 and a $495.00 security
deposit.

All of the rent  shall be paid by Lessee to Lessor or  Lessor's  order in lawful
money of the United  States at 200 West DeVargas  Street,  Suite 1, Santa Fe, NM
87501 or at such other place as Lessor may designate  from time to time for this
purpose.

IV.    USE OF PREMISES
Lesse,  for and in  consideration  of this  Lease  and the  demise  of the  said
premises by Lessor to Lessee,  hereby agrees and  convenants  with Lessor to use
and occupy the said  premises for the purpose of  professional  office space and
for no other purpose without first obtaining  written consent of Lessor therfor,
Lessee  shall not use or occupy or permit  the  demised  premises  to be used or
occupied,  or do or permit anything to be done in or on the demised premises, in
a manner  which  will make void or  voidable  any  insurance  then in force with
repect  thereto,  or which  will  make it  impossible  to  obtain  fire or other
insurance required to be furnished  hereunder,  or which will cause or be likely
to casue structural  damage to the demised  premises or any portion thereof,  or
which will constitute a public private nuisance.  Further,  the Lessee shall not
use or occupy or permit the  demised  premises  to be used or  occupied  for any
other business,  purpose, or be deemed  disreputable or extra-hazardous,  or for
any  purpose or in any manner  which is in  violation  of any  present or future
municipal. state and federal ordinances, laws, rules and regulations.


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V.     CONDITION OF PREMISES AND REPAIRS.
Lessee,  for and in  consideration  of this  Lease  and the  demise  of the said
premises,  hereby agrees and covenants  with Lessor that Lessee has examined the
said  premises  prior to execution  hereof,  knows the  condition  thereof,  and
acknowledges  that Lessee has received  the said demised  premises in good order
and  condition,  and that no  representation  or warranty as to the condition or
repair of the said premises has been made by Lessor,  and, at the  expiration of
the term of this Lease, or any renewal or extension  thereof,  Lessee will yield
up peaceably  the said premises to Lessor in as good order and condition as when
the same were entered upon by Lessee, loss by fire or inevitable accident, damge
by the elements, and reasonable use and wear excepted;  that Lessee wil keep, at
Lessee's own expense, the said premises in good order and repair during the term
of this Lease, or any extension or renewal  therof,  and will repair and replace
promplty,  at  Lessee's  own  expense,  any and all damage,  including,  but not
limited to, damage to roof, walls,  floors and foundations,  heating and cooling
units, plumbing,  glass, sidewalks, and all other appertenances,  that may occur
from time to time;  that  Lessee  hereby  waiver  any and all right to have such
repairs or  replacements  made by Lessor or at Lessor's  expense;  and that,  if
Lessee fails to make such repairs and replacements  promptly, or if such repairs
and  replacements  have not  been  made  within  fifteen  (15)  days  after  the
occurrence  of damage,  Lessor may, at Lessor's  option,  make such  repairs and
replacements,  and Lessee  hereby agrees and covenants to repay the cost thereof
to Lessor on demand.

VI.    LIABILITY OF LESSOR.
Lessor,  for and in  consideration  of this  Lease  and the  demise  of the said
premises,  hereby  agrees and  covenants  with Lessor  that Lessor  shall not be
liable for any damge to persons or property  arising from any cause  whatsoever,
which shall occur in any manner in or about the said premises, and Lessee hereby
agrees  to  indemnify  and  save  harmles  Lessor  from any and all  claims  and
liability for damage to persons or property  arising from any cause  whatsoever,
which shall occur in any manner in or about the said demised premises, or to any
part  thereof,  or to any  property  or effects  therein or  thereon,  caused by
leakage from the roof of said premises or by bursting,  leakage,  or overflowing
of any waste pipes, water pipes, tanks,  drains, or stationary  washstands or by
reason of any damage whatsoever caused by water from any source whatsoever,  and
Lessee hereby  agrees and  covenants to indemnify and save harmless  Lessor from
any and all claims and liability for any damage to the said demised premises; or
to any part thereof, or to any property or effects therein or thereon.

VII.   REQUIREMENTS OF PUBLIC AUTHORITY.
Lessee,  for and in  consideration  of this  Lease  and the  demise  of the said
premises,  hereby agress and covenants  with Lessor that during the term of this
Lease,  Lessee shall, at its own cost and expense,  promptly  observe and comply
with all present and future  municipal,  state,  and federal  ordinances,  laws,
rules, and regulations affecting the demised premises or apportenances  thereto,
or any part thereof  whether the same are in force and effect at the time of the
commencement of the term of this Lease or may in the future be passed,  enacted,
or directed,  and Lessee  shall pay all costs,  expenses,  liabilities,  losses,
damages, fines, penalties,  claims, and demands, including reasonable attorney's
fees,  that may in any manner arise out of or be imposed  because of the failure
of Lessee to comply with the covenants and  agreements  of this  paragraph  VII.
Further,  Lessee hereby agrees and covenants with Lessor that if Lessee fails to
comply  promptly  with any  present  or future  municipal,  state,  and  federal
ordinances,  laws, rules, and regulations,  or fails to comply by such time that
compliance  may be required by law,  Lessor may, at Lessor's  option,  take such
actions as may be  necessary  to comply with all  present and future  municipal,
state, and federal ordinances,  laws, rules, and regulations,  and Lessee hereby
agrees and  covenants to repay the cost incurred by Lessor in taking such action
to Lessor on demand.

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VIII.  ALTERATIONS, ADDITIONS, AND IMPROVEMENTS.
Lessee,  for and in  consideration  of this  Lease  and the  demise  of the said
premises, hereby agrees and covenants with Lessor that Lessee shall not make, or
suffer  or  permit  to be made,  any  alterations,  additions,  or  imporvements
whatsoever in or about the said demised  premises  without  first  obtaining the
written consent of Lessor therefore,  provided,  however,  that such consent, if
given shall be subject to the express  condition  that any and all  alterations,
additions,  and  improvements  shall  be done at  Lessee's  own  expense  and in
accordance and  compliance  with all applicable  municipal,  state,  and federal
ordinances,  laws, rules, and regulations,  and that Lessee hereby covenants and
agrees with Lessor that in doing and performing  such work,  Lessee shall do and
perform the same at Lessee's own expense,  in conformity and compliance with all
applicable   municipal,   state,  and  federal  ordinances,   laws,  rules,  and
regulations, and that no liens of mechanies, materialmen,  laborers, architects,
???????, contractors,  sub-contractors, or any other lien of any kind whatsoever
shall be created against or imposed upon the said demised premises,  or any part
thereof,  and that Lessee shall  indemnify and save harmless Lessor from any and
all  liability  and claims for  damages of every kind and nature  which might be
made, or from judgments rendered against Lessor or against said demised premises
on account of or arising out of such alterations, additions, or improvements.

IX.    OWNERSHIP OF ALTERATIONS, ADDITION, AND IMPROVEMENTS.
Lessee,  for and in  consideration  of this  Lease  and the  demise  of the said
premises,  hereby agrees and covenants with Lessor that any and all alterations,
additions,  and  improvements,  except signs,  shelving,  movable  furniture and
equipment  not  affixed to the roof,  walls,  or floors,  made at  Lessee's  own
expense after having first obtained the written consent of Lessor  therefor,  in
accordance  with the provisions  contained in Paragraph VIII hereof,  whether or
not attached to the roof,  walls,  floors,  foundations,  or the premises in any
manner  whatsoever,  shall  immediately merge and become a permanent part of the
reality,  and any and all interest of the Lessee therein shall  immediately vest
in Lessor, and all such alterations, additions, and improvements shall remain on
the said premises and shall not be removed by Lessee at the  termination of this
Lease. The signs, shelving,  moveable furniture and equipment not affixed to the
roof,  walls,  or floors,  shall be removed by Lessee at Lessee's  expense on or
before the  termination of the Lease,  and Lessee shall repair any damage caused
thereby at Lessee's  own  expense,  such that the  premises  shall be in as good
order and condition as when the same were entered upon by Lessee.

X.     ASSIGNMENT AND SUBLETTING. See Exhibit A.
Lessee,  for and in  consideration  of this  Lease  and the  demise  of the said
premises,  hereby  agrees and  covenants  with  Lessor that  neither  Lessee nor
Lessee's heirs,  personal  representatives,  assigns,  or successors in interest
shall  assign  this Lease or sublet the said  demised  premises,  in whole or in
part,  without first obtaining the written consent of Lessor therefore,  that no
assignment  of this Lease or any  subletting  of the said demised  premises,  in
whole or in part,  shall be valid,  except by and with the  written  consent  of
Lessor  first  obtained;  that the consent of Lessor to any such  assignment  or
subletting  shall not operate to  discharge  Lessee or Lesse's  heirs,  personal
representatives, assigns, or successors in interest from thir liability upon the
agreements  and  covenants  of  this  Lease,  and  Lessee,   Lessee's   personal
representatives, assigns, and successors in interest shall remain liable for the
full and complete performance of all of the terms,  conditions,  covenants,  and
agreements herein contained as principals and not as guarantors or sureties,  to
the same  extent as though no  assignment  or sublease  had been made;  that any
consent of Lessor to any such  assignment or  subletting  shall not operate as a
consent to further  assignment or subletting or as a waiver of this covenant and
agreement  against  assignment  and  subletting  and  that  following  any  such
assignment or subletting the assignee and/or  sublettee shall be bound by all of
the terms,  conditions,  covenants, and agreement herein contained including the
covenant against assignments and subletting.

XI.    UTILITY AND OTHER CHARGES. See Exhibit A - Utilities paid by Lessor.

XII.   LESSOR'S  RIGHT  OF  ENTRY  AND  TO  MAKE  ALTERATIONS,   ADDITIONS,  AND
       IMPROVEMENTS.
Lessee,  for and in  consideration  of this  Lease  and the  demise  of the said
premises,  hereby agrees and covenants with Lessor that Lessor,  Lessor's heirs,
personal representatbies, assigns, agents, attorneys, and successors in interest
shall have the right at any time,  upon  reasonable  notice to Lessee,  to enter
upon the said premises to inspect the same and to make any and all improvements,
alterations,  and  additions  of any kind  whatsoever  upon  the said  premises,
providing such improvements, alterations, and additions are reasonably necessary
or  convenient  to the use to which the said premises are being put at the time,
but at no time shall Lessor be  compelled or required to make any  improvements,
alterations, or additions.

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XIII.  TAXES, OTHER ASSESSMENTS, AND INSURANCE.

Lessee and Lessor  hereby  covenant  and agree  that all taxes and  special  and
general  assessments  of whatsoever  kind and nature,  extraordinary  as well as
ordinary,  which have been or may be levied upon the said  demised  premises and
upon any  alterations,  additions,  and improvements  thereon,  shall be paid by
Owner at the time when the same become due and  payable,  and that all taxes and
special and general assessments of whatsoever kind and nature,  extraordinary as
well as ordinary,  which have been or may be levied upon the  personal  property
located upon the said demised  premises shall be paid by Lessee at the time when
the same shall become due and payable.  Lessee, for and in consideration of this
Lease and the demise of the said  premises,  hereby  agrees and  covenants  with
Lessor to carry and  maintain in  fullforce  and effect  during the term of this
Lease,  and any  extension  or renewal  thereof,  at  Lessee's  expense,  public
liability  insurance covering bodily injury and property damage liability,  in a
form and with an insurance company acceptable to Lessor, with limits of coverage
of not less than $500,000 for each person and  $1,000,000 in the  aggregated for
bodily  injury or death  liabilty  for each  accident  and $100,000 for property
damage liability for each accident, for the benefit of both Lessor and Lessee as
protection against all liability claims arising from the premises. Lessee hereby
agrees and covenants  with Lessor to deliver a copy of the  insurance  policy or
policies  to  Lessor  at the  beginning  of the term of this  Lease,  or as soon
thereafter as practible,  and to give Lessor not less than ten (10) days written
notice informing Lessor of the expiration of any such policy.  Fire and extended
coverage  insurance upon all buildings,  alterations,  and imporvements upon the
said premises shall be provided for as follows:  Owner of the building, and fire
and extended  coverage  insurance  upon all of the  contents and other  personal
property situated upon the said premises shall be provided for as follows: Owner
of such personal property.

It is  understood  and agreed by and  between  the  parties  that a copy of each
policy of fire and extended coverage  insurance shall be provided to the parties
hereto at the  beginning  of the term of this Lease,  or as soon  thereafter  as
practicable,  and that the party who is  responsible  for paying the premioms on
each policy of fire and extended  coverage  insurance shall give the other party
not less than ten(10) days'  written  notice  informaing  theo ther party of the
expiration of any such policy.

XIV.   HOLDING OVER.
Lessee,  for and in  consideration  of this  Lease  and the  demise  of the said
premises,  hereby agrees and covenants with Lessor that there will be no holding
over by Lessee after the  expiration of this Lease,  or any renewal or extension
thereof.

XV.    BANKRUPTCY AND CONDEMNATION.
Lessee,  for and in  consideration  of this  Lease  and the  demise  of the said
premises,  hereby  agrees and  covenants  with Lessor that should Lessee make an
assignment for the benefit of creditors or should be adjudged  bankrupt,  either
by voluntary or involuntary  proceedings,  or if otherwise a receiver or trustee
should be appointed by any court of competent jurisdiction for Lessee because of
any insolvency,  or any execution,  attachment,  replevia,  or other court order
should be issued  against  the Lessee or any of  Lesse's  property  whereby  the
demised  premises or any building or buildings,  or alterations,  additions,  or
improvements  thereon,  shall be deemed a breach  of this  Lease,  and,  in such
event,  Lessor  shall have the option to forthwith  terminate  this Lease and to
re-enter the said demised premises and take possession thereof, whereupon Lessee
shall quit and surrender  peaceable the said demised  premises to Lessor.  In no
event shall this Lease be deemed an asset of Lessee after the assignment for the
benefit of creditors,  the  adjudication  in  bankruptcy,  the  appointment of a
receiver  or  trustee,  or the  issurance  of a Writ  of  Execution,  a Writ  of
Attachement, a Writ of Replevia, or other court order against Lessee or Lessee's
property  whereby  the  demised  premises  or  any  building  or  buildings,  or
alterations,  additions,  or improvements thereon, shall be taken or occupied or
attempted  to be taken or  occupied by someone  other than the Lessee.  Further,
Lessee  hereby  covenants  and  agrees  with  Lessor  that in the event the said
demised  premises,  or any  part  thereof,  shall  be taken  for any  public  or
quasi-public  use under any  Statute or by right of eminent  domain,  this Lease
shall  automatically  terminate,  as to  the  part  so  taken,  as of  the  date
possession  shall have been taken,  and the rent  reserved  shall be adjusted so
that Lessee shall be required to pay for the  remainder of the term that portion
of the rent reserved in the proportion that the said demised premises  remaining
after the taking for public or  quasi-public  use bears to the whole of the said
demised  premises before the taking for public or quasi-public  use. All damages
and payments  resulting  from the taking for public or  quasi-public  use of the
said demised premises shall accrue to and belong to Lessor and Lessee shall have
the right to any part thereof.

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XVI.   DESTRUCTION
Lessee,  for and in  consideration  of this  Lease  and the  demise  of the said
premises,  agrees and covenants  with Lessor that if at any time during the term
of this Lease, or any execution or renewal  thereof,  the said demised  premises
shall be totally or partialy  destroyed  by fire,  flood,  earthquake,  or other
calamity  then Lessor shall have the option to rebuild or repair the building or
buildings,  and any  alterations,  additions,  or  improvements  on the  demised
premises in as good condition as they were  immediately  prior to such calamity,
proved,  however,  that such rebuilding or repair shall commence within a period
of thirty days after notice in writing to Lesor of such  destruction  or damage.
In such case, a just an proportenate  part of the rental herein  specified shall
be abated until such demised premises shall have rebuilt and repaired.  In case,
however,  Lessor shall within thirty dayd  following  notice in writng to him of
such damage elect not to rebuild or repair said premises,  Lessor hall so notify
Lessee  and  therupon  this Lease  shall  terminate  and  become  null and void.
Moreover,  in no event,  shall Lessor have any duty or  obligation to rebuild or
repair any sign,  shelving,  moveable  furniture,  equipment  not affixed to the
roof,  walls, or flors as a permanent part of the realty, or any other personall
property  owned or leased by the  LEssee and used to carry out the  purpose  for
which Lessee is leasing the demised premises.

XVII.  SIGNS
Lessor and Lessee  covenant  and agree that  Lessee may at Lesse's  own  expense
erect and  maintain a sign or signs to carry out the purpose for which Lessee is
leasing hte said demised premises,  provided,  however,  the location,  type and
design of all  exterior  signs shall be first  approved in writing by Lessor and
Owner  of  building.  Upon the  expiration  of this  Lease,  or any  renewal  or
estension  thereof,  Lesse shall remove such sign and shall repair any adamge to
the premises caused thereby at Lessee's one expense. Further, at any time within
thirty days prior to the  termination  of this Lease or any renewal or extension
thereof,  Lessor  sahll  have the right to place  upon any part of said  demised
premises an "For Rent" or "For Lease" signs that Lessor may select.

VIII.  TERMINATION AND REMEDIES. See Exhibit A.
It is expressly  understood and agreed between the parties  hereto,  that if the
rent above reserved,  or any pary thereof,  shall be in arrears or unpaid on the
day of payment  whereon  the same ought to be paid as  aforesaid,  or fi default
shall be made in any of the covenants or agreements  herein conatined to be kept
by Lessee, Lessee's heirs, personal representatives,  assigns, and successors in
inerest,  it shall and may be lawful for the Lessor,  Lessor's  heirs,  personal
representatives,  agents,  attorneys,  assigns,  or successors  in interest,  at
Lessor's election,  to declare said term ended and to re-enter said premises, or
any aprt thereof  either with or without  process of law, and to expel,  remove,
and put out the Lessee,  or any other  person or persons  occupying  the demised
premises, using such force as may be necessary in so doing, and to repossess and
enjoy the same premises  again as in as first and former state,  and to distrain
for any rent that may be due thereon any property belonging to Lesee, whether or
not the same be exempt from  execution  and  distress by law, and Lessee in that
case hereby waives any and all legal rights which Lessee now has or may have, to
hold or retain any such  property uner any  execmption  laws now or hereafter in
force in the State of New  Mexico,  or in any other way it is the  intent of the
parties  hereto  to  hereby   recofnize  in  Lessor,   Lessor's   heris,personal
representatives,  assigns,  or  successors  in  interest,  a valid first lien as
provided by the laws of New Mexico, upon any and all goods,  chattels, and other
prperty  belonging to Lessee and located in said  premises,  as security for the
payment  of  said  rent  and  fulfillment  of the  faithful  performance  of the
agreements,  covenants,  terms and conditions hereof as herein provided anything
herein before mentioned to the contrary notwithstanding. And if at any time said
term  shall  be ended at such  election  of  Lessor,  Lessor's  heirs,  personal
representatives, assigns or successors in interest, do hereby covenant and agree
to surrender and eliver up the above described  premises and property  peaceably
to Lessor,  Lessor's heirs,  personal  representatives  assigns or successors in
interes,  immediately  upon the  termination  of said term as  aforesaid  and if
Lessor shall remain in  possession of the same ten(10) days after notice fo such
default,  or after the  termination of the Lease in any of the ways above named.
Lessee shall be deemed guilty of a forcible  detainer of said premises under the
laws of New Mexico and shall be subject  to tall the  conditions  and  provision
above  named,  and shall also be subject to  eviction  and  removal  forcible or
otherwise,  with or  without  process  of law as above  stated.  Further,  it is
covenanted  and agreed by and between the parties  hereto that at any time after
any such  termination,  the Lessor may refer the demised  premises,  or any part

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thereof,  in the name of the  Lessor  or  otherwise,  for such  term and or such
conditions  as  the  Lessor,  in  Lessor's  sole  and  absolute  diecretion  may
determine, and may collect and receive the rent therefor. Moreover, in the event
Lessor  relets  the  demised  premises  or any part  thereof,  it is  explicitly
understood  and agreed by and between  the  parties  hereto that the term may be
greater or lesser than the period which would  otherwise  have  constituted  the
balance of the term of this Lease,  and the  conditions may include free rent or
other  concession  which may be reasonable  required to induce  another party to
leaseth demised premises.  Notwithstanding  anythgin herein to the contrary, the
Lessor shall have no obligation hereunder to relet the demised premises,  or any
part thereof,  and shall in no way be  responsible  or liable for any failure to
collect any rent due upon such  reletting.  It is also  covenanted and agreed by
and  between the parties  hereto  that no such  termination  fo this Lease shall
event of any such termination,  whether or not the demised premises, or any part
thereof, shll have been relet the total remining balance of the rent which would
be due and payable for the  remainder  of the term of this Lease.  If this Lease
were stil in effedt,  lessthe net proceeds of any reletting effected pursuant to
the Lessor's sole  discretion,  after deducting from the net proceeds all fo the
Lessor's  expenses  in  conneciton  with  such  reletting,   including,  without
limitation,  all  repossession  costs,  brokerage  commissions,  legal expenses,
reasonable  attorney's  fees,  alteration  costs, and expenses of prepartion for
such reletting,  shall become immediately due and payable, as and for liquidated
damages by of such  termination,  an amount equal to the maximum  allowed by and
statute or rule of law in effect at the time when and governing the  proceedings
in which such  damages  are to be proved,  whether or not such amount be greater
than,  equal to , or less than the amount of the  difference  referred to above,
and  whether  or not such  amount  shall be  immediately  or  otherwise  due and
payable.  Further,  it is  covenanted  and agreed to by and  between the parties
hereto,  that in  addition to other  remedies  provided  for in this Lease,  the
Lesssor  shall be entitled to  restraint  by  injunction  of the  violation,  or
attempted or threatened  violation,  of any agreement or covenant of this Lease,
or  to a  decree  specifically  compelling  perfomance  of  such  ag\reement  or
covenant.  The Lesee, the Lesee's heirs,  personal  representatives,  assigns or
successors  in the  institution  of legal  proceeding to that end.  Lessee,  the
Lesse's heirs,  personal  representatives,  assigns or successors in interest to
provided  for  in any  statute  or of  hereby  expressly  waives  any  right  of
redemption or re-entry or repossession or to restore the operation of this Lease
in case the Lessee shall be  dispossess by a judgment or by warrant of any court
or judge or in case o  re-entry  or  repossession  bythe  Lessor.  It is further
covenanted and agreed by and between the parties  hereto,  that the Lessee shall
pay and discharge all costs,  reasonable  attorney's fees, and expenses incurred
by Lessor,  Lessor's heirs, personal  representatives,  assigns or successors in
interest in  enforcing  the  covenant  of this  Lease,  or incurred by Lessor in
pursuing any or all remedies which are or may be available  hereunder or allowed
at law or in equity,  or incurred by lLessor in  connection  with  reletting the
demised premises.

XIX. LESSOR'S REMEDIES ARE CUMULATIVE.
The  specified  remedies to which the Lessor may resort  under the terms of this
Lease are  cumulative and are not intended to be exclusive of any other remedies
or means of redress in which the Lessor may be lawfully  entitled in case of any
breach or threatened breach by the Lessee of any or the agreements and covenants
herein contained.

XX. WAIVERS.
Lessee,  for and in  consideration  of this  Lease  and the  demise  of the said
premises,  agrees and  covenants  with  Lessor that the delay or omission in the
enforcement of any of the agreements and covenants herein  contained,  or in the
exercise of any of Lessor's rights  hereunder,  shall not effect the duty of the
Lessee to thereafter  faithfully  fulfill and perform all of the  agreements and
covenants herein contained, and that the failure, neglect, or omission of Lessor
to  terminate  this Lease for any one or more  breached  of any  agreements  and
covenantas  hereof,  shall not be deemed a consent by Lessor of such  breach and
shall not  impede,  impair,  carop,  bar,  or  prevent  Lessor  from  thereafter
terminating  the Lease  either for suc  hviolation,  or for prior or  subsequent
violations of any covenant or agreement hereof.

<PAGE>

XXI.   BINDING ON HEIRS,  PERSONAL  REPRESENTATIVE,  ASSIGNS,  AND SUCCESSORS IN
       INTEREST
It is  understood  and  agreed  by and  between  the  parties  herein  that  the
agreements,  covenants, terms, conditions,  provisions, and undertakings in this
Lease,  or in any extension or renewal  thereof,  shall extend to and be binding
upon the heirs, peronal  representative,  assigns, and successors in interest of
the respective  parties hereto, as if they were in every case named and expessed
and shall be construed  as running with the Land and wherever  reference is made
to either of the parties hereto,  it shall be held to and include and apply also
to the heirs, personal representative,  successors,  and assign of such pary, as
if in each and every case so expressed.

XXII.  ADDRESSES FOR NOTICES.
Any and all  notices  required  or  permitted  to be  given  hereunder  shall be
considered  to have been given if in writing and  delivered  to the  reespective
aprty designated below upon the date of such personal  delivery,  or upon a date
three  (3) days  following  the  mailing  of any such  notice  by  certified  or
registerd mail, return receipt  requested,  addressed to the respective party at
the  respective  address set forthe  below,  or at such other  address as either
party may furnish the other for this purpose by written  notification  delivered
or mailed to the other as herein provided.

NOTICES OT LESSOR:                              NOTICES TO LESSEE:

200 West DeVargas St.                           200 West DeVargas St.
Suite 1                                         Suite 1
Santa Fe, NM 87501                              Santa Fe, NM 87501

XXIII. DECLARATION OF CONTRACTUAL LIABILITY
If there is more than one party  Lessee,  the  covenants  and  agreements of the
Lessee shall be joint and several obligations fo each such party

XXIV.  GRAMMATICAL USAGE
In construing  this Lease,  feminine or neuter pronouns shall be substituted for
those  masculine in form and vice versa,  and plural terms shall be  substituted
for  singular  and  singular  for  plural in an yplace in which the  context  so
requires.

XXV.   COVENANT TO EXECUTE ADDITIONAL INSTRUMENTS
The parties  hereto  hereby  agree to execute and  deliver  any  instruments  in
writing necessary to carry out any agreement,  covenant,  term,  conditions,  or
assurance  in this Lease  whenever so occasion  shall arise and request for such
instrument shall be made.

XXVI.  SEVERABILITY.
If any  provision of this Lease,  or any  applicaion  thereof  shall be declared
invalid or unenforceable by any court of competent  jurisdiction,  the remainder
of this Lease and any other  application  of such  provision,  shall continue in
fullforce and effect.

XXVII. CAPTIONS
The  section  headings  are for  convenience  of  refernce  only and  shall  not
otherwise affect the meaning hereof.

XXVIII GOVERNING LAW.
This Lease shall be governed by and construed in accordance with the laws of the
State of New Mexico.

XXIX   AMENDMENTS.
It is  understood  and agreed by and between the parties  hereto that this Lease
shall not be  altered,  changed  or  amended  except by  instrument  in  writing
executed by the parties hereto.

<PAGE>

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

LESSOR:                                 LESSEE:

-------------------------------         -------------------------------

Corinne Allen                           For Lessor
-------------------------------         -------------------------------

                                ACKNOWLEDGEMENTS

A. For a natural person in his own right

STATE OF NEW MEXICO     }
                        } ss.
COUNTY OF _________     }

This instrument was acknowledged before on _______________, 20__
                                                (date)

by __________________________
      Name(s) of person(s)                     _______________________
                                                   Notary Public

My commission expires ____________________
(SEAL)

B. For a coporation or incorporated association:

STATE OF NEW MEXICO     }
                        } ss.
COUNTY OF _________     }

This instrument was acknowledged before on _______________, 20__
                                                (date)

by __________________________
      Name(s) of person(s)                     _______________________
                                                   Notary Public