Exhibit 10.21

                                 FAX MEMORANDUM

                            SHARP & ASSOCIATES, INC.
                            9219 KATY FWY., SUITE 140
                              HOUSTON, TEXAS 77024
                        (713) 464-6688 FAX(713) 464-2672


TO:     Mike Sandel, President
        Faithwalk
        FAX# (281)469-7866


FROM:   Bill Sharp
        Property Manager and Agent for Landlord

PAGES:  1  including this cover page

RE:     New Lease at Bareley Land
--------------------------------------------------------------------------------

The Landlord has tentatively approved a new lease at the following rents:

Term: April 1, 2001 - July 31, 2002 (16 months; 4 of which have already passed)

April, 2001 - July, 2001 (4 months):

Base Rent               $4,950.00
Estm. C.A.M.            $  330.00
Estm. Water             $   60.00
                        ---------
Gross per month         $5,340.00


August, 2001 - July 31, 2002 (12 months)


Base rent               $5,775.00
Estm. C.A.M.            $  330.00
Estm. Water             $   60.00
                        ---------
Gross per month         $6,165.00


(C.A.M. and Water are estimates and Tenant shall be invoiced at the end of each
calender year for any underpayment, or credited if Tenant overpaid for the
calendar year. See the Lease for details.)

Prease give me a call on Monday to discuss this proposal.


<PAGE>

                            SHARP & ASSOCIATES, INC.
                            9219 KATY FWY., SUITE 140
                              HOUSTON, TEXAS 77024
                                 (713) 464-6688
                               FAX (713) 464-2672

May 17, 2001

John Michael Sandel
FAITH WALK DESIGNS
10825 Barelay Lane, Suite "D"
Houston, Texas 77070

RE:     SHEPHERD TURK, INC.
        10825 BARELEY LANE, SUITE "D"

Dear Mr. Sandel:

Enclosed please find, for your review and signature, four (4) REVISED duplicate
original OFFICE/WAREHOUSE LEASE AGREEMENTS for the referenced lease space,
wherein the lease Term is extended for sixteen (16) months commencing April 1,
2001 and expiring July 31, 2002. A breakdown of the amended monthly rental
payments is as follows:

     APRIL, 2001 - JULY, 2001                    AUGUST, 2001 - JULY, 2001
    $4,950.00       Monthly Base Rent         $5,775.00       Monthly Base Rent
    $  330.00       Monthly CAM               $  330.00       Monthly CAM
    $   60.00       Monthly Water             $   60.00       Monthly Water
    ---------                                 ---------
    $5,340.00       TOTAL PAYMENT             $6,165.00       TOTAL PAYMENT

If the terms meet with your approval, pleases sign, date below your signature
on page 8 only insert your social security number and Texas Driver's license
number in the spaces provided on page 8, and return three (3) Agreements to me
with your check payable to SHEPHERD TURK, INC. in the amount of $3,765.00, the
balance of your required Security Deposit ($6,165.00 less $2,400.00 transferred
from a previous lease).

Once approved by the Lessor, I will forward on: (1) fully executed Lease to
you, for your files.

Please do not hesitate to call me should you have any questions concerning this
matter.


Sincerely

/s/ W. H. Sharp, Jr.

W. H. Sharp, Jr.
President
Agent for Owner/Lessor

enclosures

<PAGE>

                        OFFICE/WAREHOUSE LEASE AGREEMENT


STATE OF TEXAS    )

COUNTY OF HARRIS  )

This  Office/Warehouse  Lease  Agreement  ("Lease")  is entered  into as of the
______day  of________________,  2001,  by and between the Lessor and the Lessee
hereinafter named.


1.    LESSOR AND LESSEE:

      (a)   Lessor:                        SHEPHERD TURK INC.
                                           c/o Sharp & Associates, Inc.
      (b)   Lessor's Address:              9219 Katy Freeway, Suite 140
                                           Houston, Texas 77024

      (c)   Lessee:                        FAITH WALK DESIGNS

      (d)   Lessee's Guarantor:

      (e)   Lessee's Address:

            (i)      At the Demised
                     Premises              10925 Bareley Lane. Suite "D"
                                           Houston, Texas 77070

            (ii)     For Notices           10823 Dunbrook
                                           Houston, Texas 77070 or to the
                                           "Demised Premises"

      (f)   Lessee's Taxpayer
            Identification Number
            or Social Security
            Number:                        Tax ID# 2-460-82-6644-1

            Lessee's Emergency
            Phone No.:                     (0) 281/469-9355 (E) 281/955-5424

      (g)   Lessee's Trade Name:           FAITH WALK DESIGNS

      (h)   Additional Charges: All rental and other amounts payable under this
            Lease  by  Lessee,   other  than  Minimum   Guaranteed  Rental  and
            Percentage Rental.

      (i)   Uniform  Commercial Code - Financing  Statement  Filing Fee: Filing
            fee of $0.00 is payable upon execution of this lease.


2.    DEMISED  PREMISES:  Approximately  16,500  square  feet  of  space  in the
      Office/Warehouse  and being the  space  circumscribed  by red lines on the
      Site Plan.  Lessee  acknowledges  that in determining the number of square
      feel of space in the Demised  Premises,  all distances  have been measured
      from  the  exterior  face of all  exterior  walls  and the  center  of all
      partition  walls which  separate  the Demised  Premises  from any interior
      area.

THE SUBMISSION OF THIS LEASE FOR EXAMINATION BY LESSEE AND/OR EXECUTION THEREOF
BY  LESSEE  DOES NOT  CONSTITUTE  A  RESERVATION  OF OR OPTION  FOR THE  LEASED
PREMISES  AND THIS LEASE SHALL  BECOME  EFFECTIVE  ONLY UPON  EXECUTION  BY ALL
PARTIES HERETO AND DELIVERY OF A FULLY EXECUTED COUNTERPART HEREOF BY LESSOR TO
LESSEE.

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3.    TERM: In  consideration of the obligation of Lessee to pay rent as herein
      provided and perform Lessee's obligations performable by Lessee under the
      provisions  of this  Lease,  and in  consideration  of the  other  terms,
      covenants and  conditions  hereof,  Lessor  hereby  demises and leases to
      Lessee, and Lessor hereby takes from Lessor the demised premises. TO HAVE
      AND TO HOLD the  Demised  Premises  for the Lease Term all upon the terms
      and  conditions  set forth in this Lease.  Lessor  further agrees that if
      Lessee shall perform all of the covenants and agreements  herein required
      to be  performed  by Lease,  Lessee  shall,  subject to the terms of this
      Lease,  at all times during the  continuance  of this Lease have peaceful
      and quiet possession of the Demised Premises

      (a)   Commencement Date:             April 1, 2001

      (b)   Expiration Date:               July 31, 2002

      (c)   Term: In the case of the first Lease Year, the period  beginning on
            the  Commencement  Date and  ending on the last day of the  twelfth
            (12th) full calendar month after the Commencement  Date. Such first
            Lease  Year  shall  include  the  partial  month,  if  any,  at the
            commencement  of the Lease Term if the Lease Term does not commence
            on the first  (1st) day of the a calendar  month.  Each  subsequent
            Lease Year shall he the period of twelve (12) full calendar  months
            commencing  with the date  following  the last day of the preceding
            Lease Year and ending on the last day of the  twelfth  (12th)  full
            calendar month thereafter.

      (d)   Office/Warehouse:  10825 Barely Lane, a commercial  office/warehouse
            consisting  of the  existing  and future  buildings,  parking  area,
            sidewalks,  service  areas and other  improvements  now  existing or
            hereafter erected on the land located in Harris County,  Texas, more
            particularly described in Exhibit "A" attached hereto and made apart
            hereof for all purposes.

      (c)   Site Plan:  The map outlining the  Office/warhouse  and showing the
            Demised  Premises in relation  thereto,  attached hereto as Exhibit
            "B" and made a part hereof for all purposes.

4.    RENTAL:       $89,100.00  payable in advance  in monthly  installments  of
                    $4,950.00 per month for months April,  2001 - July, 2001 and
                    $5,775.00 per month for months August, 2001 through July 31,
                    2002. The first such installment shall be due and payable on
                    or before the Commencement  Date and subsquent  installments
                    shall  be  payable  on  the  first  day of  each  succeeding
                    calendar  month of the term of this  Lease,  along  with the
                    $60.00 per month  water  utilization  charge and the $330.00
                    per month Area Maintenance charge.

      (a)   Prepaid  Rental:  $5,340.00 being Rental and Lessee's Share of Water
            and Common Area  Maintenance  Charges for the first 1st  month(s) of
            the Lease Term and -0- Uniform Commercial Code -Financing  Statement
            Filing Fee.

      (b)   Security  Deposit:  Lessee shall deposit with Lessor upon  execution
            hereof  $6,165.00  ($2,400.00   transferred  form  prior  lease)  as
            security for Lessee's faithful  performance of Lessee's  obligations
            hereunder.  If  Lessee  fails  to pay  rent  or  other  charges  due
            hereunder,  or otherwise  defaults  with respect to any provision of
            this Lease,  Lessor may use,  apply or retain all or any part of the
            deposit  for the  payment of any rent or other  charge in default or
            for  the  payment  of any  other  sum to  which  Lessor  may  become
            obligated by reason of Lessee's default, or to compensate Lessor for
            any loss or damage  which  Lessor may suffer  thereby.  If Lessor so
            uses or applies  all or any  portion of the  deposit,  Lessee  shall
            within ten (10) days after written demand therefor deposit cash with
            Lessor in an amount  sufficient  to restore said deposit to the full
            amount  hereinabove  stated and Lessee's failure to do so shall be a
            material  breach  of  this  Lease  Agreement.  Lessor  shall  not be
            required to keep the deposit separate from its general accounts.  If
            Lessee performs all of Lessee's obligations hereunder, said deposit,
            or so much  thereof as has not  theretofore  been applied by Lessor,
            shall  be  returned,  without  payment  of  interest  or  any  other
            increment  for its use,  to  Lessee  upon his  written  request  and
            subject to the following conditions:

            A.    The  full  term  of  the  Lease,  including  any  renewals  or
                  extension periods, has expired;


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            B.    At the time of move out all rent must be paid in full  through
                  the Lease Term (renewals and extensions included). THE DEPOSIT
                  MAY NOT BE APPLIED TO RENT DUE AT MOVE OUT;

            C.    Lessee has surrendered the Demised Premises without eviction;

            D.    Lessee does not "hold over" at the end of the term;

            E.    LESSEE LEAVES HIS FORWARDING ADDRESS WITH LESSOR;

            F.    Lessee  surrenders  all  keys  to all  locks  on  the  Demised
                  Promises.

      (c)   Late Charges and Returned  Check Fees:  All rent herein agreed to be
            paid by Lessee shall be payable at Lessor's office at 6909 Ashcroft,
            Suite 200 in Houston, Texas, or such other place as may hereafter be
            designated in writing by Lessor. In the event Lessee fails to pay to
            Lessor  when due any  installment  of  rental or other sum which may
            become due hereunder,  Lessor will incur  additional  expenses in an
            amount not readily  ascertainable  and which has not been  elsewhere
            provided for between Lessor and Lessee. If Lessee should fail to pay
            to Lessor  when due any  installment  of rental or other sum payable
            hereunder,  Lessee shall pay to Lessor on demand a late charge equal
            to the greater of $10.00 per day for rentals  received after the 5th
            day of the month or 10% of the past due  amount.  Receipt  of rental
            shall  be  determined  by the  envelope  postmark  or the date it is
            received at the office of Lessor. In addition,  Lessee agrees to pay
            a $15.00  fee for each  returned  check plus late  payment  charges.
            Failure to pay such late charges or returned  check fees upon demand
            therefore  shall be an event of  default  hereunder.  If Lessor  has
            received  more than one  returned  check,  then Lessor  reserves the
            right to request  all  future  rental  payments  to be paid by money
            order,  cashiers check or cash.  This provision for such charges and
            fees shall be in addition to all other rights and remedies available
            to  Lessor  hereunder  or at  law  or in  equity  and  shall  not be
            construed as liquidated damages or limiting Lessor's remedies in any
            manner.  Any late charge  payable  under the terms  hereof  shall be
            payable as additional  rent hereunder and shall not be considered as
            a deduction from any other rentals owed.

5.    USE AND PROVISIONS

      (a)   Permitted  Use:  General  office and warehouse for  manufacturer  of
            painted  furniture;  no storage of hazardous  materials,  no outside
            storage  of  equipment  and/or  materials  and for no other  purpose
            whatsoever.

      (b)   Special Provisions:  See Addendum attached hereto and made a part of
            this Lease,

6.    UTILITIES, TAXES AND INSURANCE:  Lessee agrees to pay all charges incurred
      by him for the use of electric current, gas, all utilities appertaining to
      said premises or appurtenances  during the existence,  of this Lease, or a
      renewal or  extension  thereof,  and to protect  Lessor  against  any lien
      accruing  upon the  leased  premises  for any  unpaid  bills for the same.
      Lessee  agrees  to pay to  Lessor a monthly  water  utilization  charge of
      $60.00 due and payable  with the rental on the first day of each  calendar
      month of the Term of this Lease.

      Lessor  shall be  responsible  for ad  valorem  real  property  taxes  and
      building fire insurance  coverage during the primary period of this Lease,
      except  that  Lessee  agrees  to pay  any  increase  in the  cost  of such
      insurance  on the  building  of  which  the  Leased  Premises  form a part
      attributable to the nature of the business carried on therein by Lessee or
      otherwise  resulting  from the  storage of any items,  or material in such
      leased Premises.

      In  addition,  if alter the  calendar  year 2001 the ad  valorem  taxes or
      hazard insurance  premiums on this land and/or building  increase,  Lessee
      consents and agrees to pay to Lessor,  as additional rent, an amount equal
      to Lessee's pro rata portion of such increase over and above the taxes and
      insurance  premiums for 2001. Such pro rata portion shall be a part of the
      total amount of such  increase in the area of Leased  Premises are a part.
      Any such  amounts  shall be paid  within  thirty  (30)  days  after  being
      notified to do so, such notice to set forth the manner in which the amount
      is computed.  Failure to pay any amounts due hereunder shall  constitute a
      breach in the same manner as failure to pay rent.

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7.    FIRE CLAUSE: If the improvements on said Leased Premises, during the terms
      of this Lease should be seriously damaged by fire, explosion, windstorm or
      in any other manner,  so that said  improvements may become  untenantable,
      Lessor shall have the option within twenty (20) days thereafter  either to
      cancel this Lease or to begin  repairing or restoring the  improvements to
      their former condition, as nearly as may be; if Lessor elects to repair or
      restore  the  improvements,  the  duration of time when the  premises  are
      untenantable  shall be applied as a  reduction  of the term of the,  Lease
      Agreement,  so that no rent shall be paid during such time, but as soon as
      the Premises shall have been made  tenantable  again the Lessee shall then
      promptly  reoccupy the Premises under the terms and conditions  hereof. If
      the  building is only  partially  damaged,  so that there will be no total
      cessation of occupancy,  Lessor shall repair the damage within  reasonable
      dispatch,  but there will be no abatement of the rent on account  thereof.
      If the  building  is too badly  damaged  to  repair  the same or if Lessor
      elects  not to  restore  it to a  tenantable  condition,  the Lease  shall
      terminate  as of the  date  of  destruction  of  said  Premises,  and  the
      unmatured  rent  herein set forth  shall be,  canceled,  and any  unearned
      prepaid rental, if any, shall be refunded by Lessor to Lessee;  but if the
      Lessee  shall be in arrears in his  payment of the rental  accrued to that
      time,   Lessee  shall  forthwith  pay  up  the  unpaid  balance   thereof.
      Notwithstanding  the above,  should the damages to Leased  Premises render
      them  untenantable  and there is less than six (6) months remaining on the
      term of the Lease,  Lessee may terminate the Lease by so notifying  Lessor
      in writing within ten (10) days after said damage.

8.    REPAIRS:  Lessee  takes the Leased  Premises "as is" when  completed,  and
      Lessor  agrees to maintain  only the roof and structure of the building on
      said  Premises  in a good state of repair  (unless  such  damage is due to
      Lessee's  negligence,  in which case Lessee  shall repair  same);  but all
      other repairs and maintenance of whatever nature, including replacement or
      repair of glass, doors,  walls,  plumbing,  electrical,  air conditioning,
      etc.,  if any,  installation  of  fixtures  and  furniture,  to be used by
      Lessee,  lamp bulb  replacement,  shall be borne  and paid for by  Lessee.
      LESSEE IS NOT TO ALLOW  WATER  LEAKAGE  FROM ANY  PLUMBING  FIXTURE IN THE
      LEASED  PREMISES AND IS SOLELY  RESPONSIBLE  FOR ANY WATER LEAKAGE REPAIR.
      LESSOR MAY, AT LESSOR'S OPTION,  MAKE THE NECESSARY  REPAIRS AND LESSEE IS
      TO PROMPTLY  REIMBURSE LESSOR UPON  PRESENTATION OF INVOICE.  Lessee shall
      also pay all such bills for labor and  material,  and produce  receipts as
      evidence  thereof  when such  repairs or  alterations  are made so that no
      liens may be lawfully  claimed or fled  against the property of the Lessor
      for  non-payment  of labor and  materials  used in making such repairs and
      alterations,  Lessee agrees to yield up and surrender to Lessor  immediate
      possession  of said  Premises at expiration of this lease by lapse of time
      or otherwise; the Premises as so surrendered to be in as good condition as
      when received,  ordinary wear and tear excepted.  Lessor shall require any
      and all  containers  therefore in a manner that complies with all federal,
      state and local laws or regulations applicable to Hazardous Substances.

9.    LESSEE'S LIABILITY INSURANCE: Lessee shall procure and maintain throughout
      the terms of this Lease a policy or  policies  of  insurance,  at its sole
      cost and  expense,  insuring  both  Lessor and Lessee  against all claims,
      demands or actions  arising out of or in  connection  with Lessee's use or
      occupancy  of the Demised  Premises,  or by the  condition  of the Demised
      Premises,  the limits of such  policy or  policies  to be in an amount not
      less than  $1,000,000.00  combined  single  limit and shall be  written by
      insurance companies  satisfactory to Lessor. Such policy or policies shall
      include (i)  coverage  for bodily  injury and death,  property  damage and
      products liability coverage;  (ii) contractual liability coverage insuring
      the  obligations  of Lessee under the terms of this Lease;  and (iii) fire
      legal  liability  coverage  with  respect to the Demised  Premises and the
      building  of  which  they  are a  part.  Lessee  shall  obtain  a  written
      obligation on the part of each insurance company to notify Lessor at least
      thirty (30) days prior to  cancellation  of or any material change in such
      policies.  Such policies or duly executed  certificates of insurance shall
      be promptly  delivered to Lessor and renewals  thereof  required  shall be
      delivered to Lessor at least thirty (30) days prior to the  expiration  of
      the  respective  policy  terms.  If Lessee  should fail to comply with the
      foregoing requirements relating to liability insurance,  Lessor may obtain
      such insurance and Lessee shall pay to Lessor on demand as additional Rent
      hereunder  the premium cost thereof plus  interest at the rate of eighteen
      percent (18%) per annum from the date of payment until repaid by Lessee.

10.   INDEMNITY  LIABILITY:  Lessee shall  indemnify and save harmless Lessor of
      and from any and all lines, suits, claims, demands and actions of any kind
      by reason of any breach,  violation  or  nonperformance  of any  condition
      hereof on the part of Lessee, his agents or employees. Lessor shall not be
      liable to Lessee or Lessee's  agents,  employees,  invites or visitors for
      any damage to person or property due to condition, design or defect in the
      building or its mechanical systems or elsewhere in the Demised

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      Premises  or  building,  except,  latent  defects of which  Lessor is and
      Lessee is not aware.

11.   LOSS OR DAMAGE:  Lessor shall not be liable or responsible for any loss or
      damage to any property or person  occasioned by theft,  fire, Acts of God,
      public  enemy  injunction,  riot,  strike,  insurance,  war,  court order,
      requisition or order of  governmental  body of authority,  or other matter
      beyond the  control of Lessor,  or any damage or  inconvenience  which may
      arise through  repair of the roof or structure or failure to make any such
      repairs,  or from any cause  whatever,  unless  caused  solely by Lessor's
      negligence.

12.   ENTRY  AND  INSPECTION:   Lessor,  in  person  or  through  his  agent  or
      representative, shall have the right during the continuance of this Lease,
      at all reasonable and proper times,  to enter into and upon these Premises
      or any part thereof for the purpose of examining the condition of same.

13.   LEGAL USE:  Lessor leases the Premises above  described and Lessee accepts
      said Premises for use and occupancy for an office and warehouse subject to
      the limitations  contained in this Lease,  and any use of said Premises by
      Lessee in violation of any Statute, Ordinance or Regulation, Federal State
      or Municipal  shall be in violation  of the  covenants of this Lease;  and
      Lessee  hereby  agrees,  in the  carrying on of the  business in the Lease
      Premises,  to  comply  with all  Federal,  State  and  Municipal  Laws and
      Regulations,  and to keep said  Premises in a condition so as not to be in
      violation of any such laws,  ordinances  or  regulations;  and on Lessee's
      failure to comply with such haws, Lessor may, at his option,  declare this
      Lease forfeited and exercise any and all rights permitted in Paragraphs 12
      and 13 hereof.

14.   DEFAULT  BY LESSEE:  Default on the part of Lessee in paying  said rent or
      any installment thereof, as hereinabove  provided,  or default on Lessee's
      part in keeping or  performing  any other term,  covenant or  condition of
      this  Lease  shall  authorize  Lessor,  at his  option  at any time  after
      default,  without  notice as to the default in paying rent,  and after ten
      (10) days  written  notice to Lessee as to any other  default,  to declare
      this Lease terminated or at Lessor's option,  to terminate  Lessee's right
      to possession without terminating the Lease mid upon the occurrence of any
      one  or  more  of  such  defaults,  Lessor,  immediately  or at  any  time
      thereafter,  may re-enter said  Premises and remove all persons  therefrom
      with or without legal process,  and without  prejudice to any of his other
      legal  rights,  and all claims for damages by reason of such  re-entry arc
      expressly  waived,  as also are all  claims  for  damages by reason of any
      distress warrants or proceedings by sequestration  which Lessor may employ
      to recover said rents, or possession of said Premises; provided that other
      than  default in paying rent which  requires no notice,  Lessor  shall not
      leave the right to declare this Lease  terminated if, within ten (10) days
      after such notice of any such other default, lessee corrects same.

15.   REMEDIES: If the Demised Premises be abandoned or vacated by Lessee, or in
      the event of default as set out in the next preceding paragraph. Lessor at
      his option,  instead of canceling said Lease,  may take possession of said
      Premises and rent the same for the best price  attainable  and if the rent
      received  through  such  re-letting  is not at  least  equal  to the  rent
      provided  for  hereunder,  Lessee  shall pay and satisfy any  deficiencies
      between  the  amount  of the rent  called  for and that  received  through
      re-letting,  and all expenses incurred by any such altering and decorating
      for a new  occupant.  Nothing  herein  shall  be  construed  as in any way
      denying Lessor the right, in case of abandonment, vacation of premises, or
      other  breach of this  Contract by Lessee,  to treat the same as an entire
      breach and at Lessor's  option  immediately  sue for the entire  breach of
      this Contract and any and all damages  occasioned  Lessor thereby,  Lessee
      agrees to pay Lessor all reasonable  attorney's fees and expenses incurred
      by him in enforcing his rights under this Lease.

16.   WAIVER:  No  waiver by  Lessee  of a breach  of any of the  covenants  and
      conditions of this Lease shall be construed as being a waiver of any other
      succeeding  breach of the same or other  covenants;  and the acceptance of
      any one or all of the  installments  of rent at any time  other  than that
      herein  provided shall not be a waiver of the right to insist upon paymont
      of the succeeding  installments  thereof upon the day hereinabove provided
      for the payment.

17.   BANKRUPTCY:  If voluntary bankruptcy  proceedings be Instituted by Lessee,
      or if  proceedings  be  instituted  by any one  else to  adjudge  Lessee a
      Bankrupt,  or if  Lessee  makes  an  assignment  for  the  benefit  of his
      creditors,  or if execution  be issued  against him, or if the interest of
      Lessee in this  Contract pass by operation of law to any person other than
      Lessee,  this Lease may, at the option of lessor,  be terminated by notice
      addressed to Lessee and mailed in the Post Office at Houston, Texas.

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18.   ASSIGMNENT AND SUBLETTING BY LESSEE; ALTERATONS AND IMPROVEMENTS:  Lessee
      shall not have the right to sub-let said Premises or to assign this Lease
      without the prior written consent of Lessor,  nor permit said Premises to
      be used for any purpose other than stated in the USE clause  herein,  nor
      allow to be made any  physical  alterations  to the building or within or
      around  the  building,  nor erect nor hang any signs on the  building  or
      property   without  the  prior  written  consent  of  Lessor.   Any  such
      alterations or additions or improvements  when made, shall at once become
      the  property  of  Lessor,  but this  shall not apply to movable or trade
      fixtures  nor  furniture  of Lessee.  Lessor  agrees not to  unreasonably
      withhold consent to subletting by Lessee.  Under no  circumstances  shall
      Lessee be released from his obligations hereunder. No signs or attraction
      board shall be erected upon or near the Leased Premises  without Lessor's
      prior written consent.

19.   LIENS FOR RENT: The Lessor shall have, and he is hereby given and granted,
      a valid  first  lien upon all of the  assets of the  Lessee in and on said
      Premises  which lessee may have or own thereon at any time during the term
      of this Lease,  as security for all rents due and to become due hereunder,
      it being agreed that the lien given  aforesaid shall not be construed as a
      waiver  of any  statutory  lien  in  favor  of the  Lessor  but  shall  be
      additional  thereto.  Upon  request  of Lessor.  Lessee  agrees to execute
      Uniform  Commercial  Code financing  statements  relating to the aforesaid
      security interest, and also authorizes Lessor to do so in his behalf.

20.   HOLDING  OVER:  In the event Lessee  remains in  possession of the Demised
      Premises after the expiration of this Lease and without the execution of a
      new lease,  it shall be deemed to be occupying  the Demised  Premises as a
      lessee  at will at a rental  equal to the Rent  herein  provided  plus two
      hundred  percent  of  such  amount  and  otherwise   subject  to  all  the
      conditions,  provisions and  obligations of this Lease insofar as the same
      are applicable to a tenancy at will.

21.   POSSESSION:  Lessor shall use reasonable diligence to complete the Demised
      Premises  by the  commencement  time of this  Lease,  however,  if for any
      reason the Demised  Premises shall not be ready for occupancy by Lessee at
      such time,  this  Lease  shall not be  affected  thereby  except  that the
      commencement  date of this Lease  shall be  deferred to and begin upon the
      date that the Demised  Premises  shall become ready for occupancy and this
      Lease  shall run for the full term  thereafter,  and Lessee  shall have no
      claim against Lessor by reason thereof.

22.   PEACEFUL  ENJOYMENT:  Lessee  shall  peacefully  have,  hold and enjoy the
      Premises  subject to the terms hereof and provided  Lessee performs all of
      the covenants and agreements of this Lease.

23.   ASSIGNMENT BY LESSOR: This Lease shall insure to the benefit of the heirs,
      executors,  administrators  and  assigns of Lessor  and,  with the written
      consent  of Lessor  first  obtained  and had,  but not  otherwise,  to the
      successors  and  assigns  of  Lessee,  the same as if such  words had been
      inserted herein following the name of Lessor whenever appropriate.

24.   SUBORDINATION:  Lessor reserves the right to subject and subordinate  this
      Lease at all times to the lien of any  mortgage or  mortgages  whether now
      existing  or  hereafter  placed upon the Lease  Premises  and the land and
      buildings  of which  said  premises  and a part of and upon any  buildings
      hereafter  placed upon the land of which the Leased  Premises form a part.
      Lessee  covenants  and agrees to execute  and  deliver  upon  demand  such
      further  instruments  subordinating  this  Lease  to the  lien of any such
      mortgage or mortgages that Lessor may request. Lessor shall have the right
      to  transfer  and  assign  in  whole  or in part,  all of his  rights  and
      obligations  under this Lease and in the building and property referred to
      herein.

25.   EMINENT  DOMAIN:  If, during the term hereof,  all of said Leased Premises
      shall be taken for  public;  or  quasi-public  purposes,  this Lease shall
      thereupon terminate, but if only part of said Leased Premises be so taken,
      this Lease  shall  cease only as to the part taken and  continue as to the
      part not so taken,  and the rent herein shall be abated in the  proportion
      that the  building  area so taken bears to the total area of the  Premises
      herein leased,  and it is expressly  agreed and  understood  that all sums
      awarded or allowed  for such  taking  ofsaid  Leased  Premises or any part
      thereof,  or for damages for such taking,  shall belong to the Lessor, and
      same are hereby assigned to the Lessor.

                                    6 of 8
<PAGE>

26.   NOTICES:  Whenever  under this Lease  provision  is made for notice of any
      kind,  it shall be deemed  sufficient  notice of  service  thereof if such
      notice is to the Lessee in  writing,  by  certified  or  registered  mail,
      addressed to the Leased Premises, or the Lessor addressed to the attention
      of Edwin Freedman, 6909 Asheroft, Suite 200, Houston, Texas 77081 (or such
      other and different address or person as Lessor may designate).

27.   WAIVER  OF  SUBROGATION  AGREEMENT:  Lessor  hereby  waives  his  right of
      recovery against Lessee for damages caused by fire,  explosion,  and other
      casualty to any of its property to the extent that recovery is made by the
      Lessor under insurance  policies in effect at the time of loss; and Lessee
      hereby waives his rights of recovery  against Lessor for damages to any of
      its property,  caused by fire, explosion, and other casualty to the extent
      that recovery is made by the Lessee under insurance  politics in effect at
      the time of loss.

28.   TRASH  DISPOSAL:  Lessee  shall pay a Trash  Disposal Fee in the amount of
      $-0- per month.

29.   COMMON AREA:

      (a)   The term "Common  Area" is defined for all purposes of this Lease as
            all parking areas, private streets and alleys,  landscaping,  curbs,
            loading  areas,  sidewalks,  lighting  facilities,  roof  and  other
            facilities  intended  for the common use of all  tenants of the real
            property and  improvements of which the demised premises are a part,
            but  excluding  space  in  buildings  (now  or  hereafter  existing)
            designed for rental for commercial  purposes,  as the same may exist
            from  time  to  time,  and  further  excluding  streets  and  alleys
            maintained  by a public  authority.  Lessor  reserves  the  right to
            change from time to time the  dimensions  and location of the Common
            Area,  its  employees,   customers  and  invitees,  shall  have  the
            non-exclusive  right to use the Common Area, as consituted from time
            to time such use to be in common  with  Lessor,  other  tenants  and
            persons  permitted  by Lessor to use the same,  and  subject to such
            reasonable  rules  and  regulations  governing  use  as  Lessor  may
            prescribe from time to time. Lessee shall not use any portion of the
            Common Area for storage or for any other  purpose other than parking
            and access to and from the demised premises.  Lessor may temporarily
            close any part of the Common Area for such periods of time as may be
            necessary to prevent the public from obtaining  prescriptive  rights
            or to make repairs or alteration.

      (b)   The Common Area shall be subject to  Lessor's  sole  management  and
            control  and shall be  operated  and  maintained  in such  manner as
            Lessor, in its sole discretion, shall determine.

      (c)   In addition to rental and other  charges  prescribed  in this Lease,
            Lessee  shall pay to Lessor  each month in advance at the same place
            as the rental is payable  hereunder,  the sum of $330.00 as Lessee's
            estimated share of the cost of operation, management and maintenance
            of the Common Area (including, among other costs, those incurred for
            lighting, painting, cleaning, inspecting, landscaping, repairing and
            replacing) which may be incurred by Lessor,  in its sole discretion.
            If the lease term does not  commence  on the first day of a calendar
            month,  Lessee  shall also pay the pro rata part of such  amount for
            such partial  month.  Upon the  expiration of one (1) year after the
            commencement  date of this  Lease  and at  anytime  thereafter,  the
            amount hereinabove specified shall be adjusted to reflect changes in
            the price level of the common area maintenance  costs.  Lessor shall
            give Lessee written notice that an increase has become applicable in
            accordance with the provisions of this paragraph.

      (d)   Lessee consents and agrees to pay to Lessor,  as additional Rent, an
            amount equal to Lessee's pro rata portion of Lessor's  actual Common
            Area  Maintenance  costs  for the  previous  calendar  year less the
            aggregate  amount of estimated  monthly Common Area Maintenance paid
            by Lessee for the same calendar year. Any such amounts shall be paid
            within  thirty (30) days after being  notified to do so, such notice
            to set forth the manner in which the amount is computed.  Failure to
            pay any amounts due hereunder shall  constitute a breach in the same
            manner as failure to pay Rent. If Lessee's monthly  estimated Common
            Area  Maintenance   payments  exceed  Lessor's  actual  Common  Area
            Maintenance costs for the same calendar year, then Lessor may refund
            any difference to Lessee, at Lessor's sole discretion.

                                     7 of 8
<PAGE>

      EXECUTED IN DUPLICATE ORIGINALS this the______day of________________2001.



      LESSOR:                              LESSEE:

      SHEPHERD TURK INC.                   FAITH WALK DESIGNS

      By:______________________            By:______________________

      Name:       Edwin Freedman           Name:       John Michael Sandel

      Title:      Trustee                  Title:      Individually

      Date:                                Date:

                                           Home address:
                                           10823 Dunbrook
                                           Houston, Texas 77070
                                           Home Phone: (281) 955-5424
                                           SS#
                                           TDL#


      30.   LESSOR'S  AND  LESSEE'S  CONSTRUCTION  OBLIGATIONS:   Lesser  is  in
            possession  of the  Demised  Premises  under  a  prior  lease  dated
            September 1, 1997 which this Office/Warehouse  Lease Agreement shall
            supercede  and  void  any  and  all  prior  leases.  Notwithstanding
            anything to the contrary  contained herein, the Demised premises are
            already constructed to the extent of Lessor's obligations and Lessee
            has inspected  the Demised  Premises and accepts same in its "As Is"
            condition.

                                     8 of 8
<PAGE>

                                   EXHIBIT "A"

                               LEGAL DESCRIPTION
                              10825 BARELEY LANE



      1.57 acres of land,  lying in the William  Waters  Survey,  Abstract  851,
      Harris  County,  Texas,  and being a portion of that certain  41.2716 acre
      tract of land  described  in deed to Ronald D. Morney,  Trustee,  recorded
      under Film Code No.  164-27-1539,  Deed Records of Harris  County,  Texas;
      said 1.57  acres of land being more  particularly  described  by metes and
      bounds as follows, to-wit:

      COMMENCING at the Southwest  corner of the Ronald D. Morney Jr.,  Trustee,
      41.2716 acre tract Film Code 164-27-1539;

      THENCE,  South 89 degrees 12 minutes 00 seconds  East a distance of 524.77
      feet to the point of beginning;

      THENCE,  North 00 degrees 34 minutes 00 seconds  West a distance of 366.35
      feet to a point for corner;  said point being in the South R-O-W of Barely
      Lane;

      THENCE,  North 89 degrees 33 minute 29 seconds  East along the South R-O-W
      of Bareley Lane a distance of 186.00 feet to a point for corner;

      THENCE,  South 00 degrees 34 minutes 00 seconds  East a distance of 370.03
      feet to a  point  for  corner  in the  South  property  line of the  above
      mentioned Ronald D. Morney Tract;

      THENCE,  North 89 degrees 12 minutes 00 seconds  West a distance of 186.00
      feet along the South  property  line of the Ronald D. Morney  Tract to the
      point of beginning and containing 1.57 acres of land, more or less.


<PAGE>

                                  EXHIBIT "B"

                                   SITE PLAN

                           JONES ROAD SERVICE CENTER
                              [SITE PLAN OMMITTED]






                               "DEMISED PREMISES"
                               16,500 Sq.Ft. +/-

                 Mailing Address: 10825 Bareley Lane, Suite "D"
                                  Houston, Texas 77070

<PAGE>

                                    ADDENDUM


      LESSEE AGREES TO THE FOLLOWING:

      1.    THERE SHALL BE NO MORE THAN THE ALLOTTED NUMBER OF CARS IN FRONT OF
            TENANT'S PREMISES. THE ALLOTTED NUMBER SHALL BE DETERMINED BY THE
            NUMBER OF SPACES OUTLINED BY PARKING LINES. AT NO TIME SHALL THERE
            BE CARS PARKED DOUBLE OR TRIPLE DEEP. LESSOR SHALL HAVE THE RIGHT TO
            TOW ANY VEHICLES, AT LESSEE'S EXPENSE, WHICH ARE NOT IN COMPLIANCE
            WITH THE FOREGOING REQUREMENTS.

      2.    LESSEE SHALL MAINTAIN THE PARKING AREA IN FRONT OF THE LEASED
            PREMISES KEEPING IT FREE OF DEBRIS, OIL, OR OTHER SOLVENTS.

      3.    ALL MECHANICAL OPERATIONS ARE TO BE PERFORMED ONLY ON THE INSIDE OF
            THE LEASED PREMISES.

      4.    UPON TERMINATION OF THE LEASE FOR ANY REASON, THE LEASED PREMISES
            SHALL, AT LESSOR'S REQUEST, BE RESTORED TO THE SAME CONDITION
            EXISTING ON THE DATE OF THIS LEASE. INCLUDING WITHOUT LIMITATIONS,
            THE REMOVAL OR REPLACEMENT, AS THE CASE MAY BE, OF ALL INTERIOR
            PARTITIONS.

      5.    LESSEE SHALL NOT CAUSE NOR PERMIT TO OCCUR IN THE LEASED PREMISES
            ANY NOISES WHICH IN LESSOR'S JUDGEMENT UNREASONABLY INTERFERES WITH
            THE BUSINESS OPERATIONS OF OTHER TENANTS IN THE BUILDING IN WHICH
            THE LEASED PREMISES ARE LOCATED.

      6.    ALL EXTERIOR SIGNS. INCLUDING MERCHANDISE. DISPLAYS, ARE TO BE
            APPROVED BY THE LESSOR.

      7.    LESSEE SHALL NOT WASH CARS ON THE INTERIOR NOR EXTERIOR OF THE
            LEASED PREMISES.

      8.    LESSEE'S FAILURE TO COMPLY WITH ANY OF LESSEE'S OBLIGATIONS SET
            FORTH IN THIS ADDENDUM SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER
            PARAGRAPH 13 OF THE LEASE TO WHICH THIS ADDENDUM IS ATTACHED,
            WHEREUPON LESSOR MAY EXERCISE ALL, REMEDIES PROVIDED IN SAID
            PARAGRAPH 13. IN THE EVENT LESSOR NOTIFIES LESSEE MORE THAN TWO (2)
            TIMES OF ANY FAILURE TO PERFORM ANY OF THE OBLIGATIONS IN THIS
            ADDENDUM, LESSOR SHALL HAVE THE RIGHT AND OPTION TO TERMINATE THIS
            LEASE AT ANY TIME THEREAFTER.