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EXHIBIT NO. 10.4
                          RENTAL/UTILITIES AGREEMENT


     THIS RENTAL AGREEMENT ("Agreement") is made effective this 1st day of
September, 2001, by and between Cliff Halling, a Utah resident ("Landlord")
and Wrap-N-Roll USA, Inc., a Nevada Corporation ("Tenant").

1.   Premises.  In consideration of rents, covenants and agreements herein,
     Landlord agrees to rent to Tenant approximately 100 square feet of
     office space located at 1056 East Platinum Way, Sandy, UT  84094.

2.   Term and commencement date.  The term of this lease shall be on a
     month-to-month basis commencing on September 1, 2001.

3.   Rental Amount. Tenant agrees to pay Landlord at such place as Landlord
     may designate, without prior demand, and without any deduction or setoff
     whatsoever, a base rent of $100.00 per month, to be received by Landlord
     on the last day of the month.   If Cliff Halling, the Landlord, has
     received any draws from Wrap-N-Roll USA Inc., the Tenant, rental amounts
     will be applied towards the draw amount due until such time draws have
     been paid back in full.

4.   Utilities/Miscellaneous Expenses.  Tenant agrees to pay Landlord at such
     place as Landlord may designate, without prior demand, and without any
     deduction or setoff whatsoever, a base utilities/miscellaneous expense
     of $100.00 per month, to be received by Landlord on the last day of the
     month.  These expenses include but are not limited to heat, power,
     water, sewer, garbage collection, recycling, phone, fax, Internet,
     computer, printer and any other office items needed for the operations
     of the Company, not currently being paid by the company.  If Cliff
     Halling, the Landlord, has received any draws from Wrap-N-Roll USA Inc.,
     the Tenant, rental amounts will be applied towards the draw amount due
     until such time draws have been paid back in full.

5.   Use.  Tenant agrees to use the premises for the purposes of providing
     specialized advertising services to businesses of all sizes.

6.   Laws, Waste, Nuisance.  Tenant covenants that it: (i) will comply with
     all governmental laws, ordinances, regulations, and requirements, now in
     force, or which hereafter may be in force, of any lawful governmental
     body or authorities having jurisdiction over the Premises; (ii) will
     keep the Premises and every part thereof in a clean, neat, and orderly
     condition, free of objectionable noise, odors, or nuisances, and will in
     all respects and at all times, fully comply with all health and police
     regulations; and (iii) shall not suffer, permit, or commit any waste.

7.   Miscellaneous.

     (a)  The execution and performance of this Agreement has been duly
          authorized by all requisite individual or corporate actions and
          approvals and is free of conflict or violation of any other
          individual or corporate actions and approvals entered into jointly
          and severally by the parties hereto.  This Agreement represents
          the entire Agreement between the parties hereto, and supersedes
          any prior agreements with regards to the subject matter hereof.
          This Agreement may be executed in


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          any number of facsimile counterparts with the aggregate of the
          counterparts together constituting one and the same instrument.
          This Agreement constitutes a valid and binding obligation of the
          parties hereto and their successors, heirs and assigns and may
          only be assigned or amended by written consent from the other
          party.

     (b)  No term of this Agreement shall be considered waived and no breach
          excused by either party unless made in writing.  In the event that
          any one or more of the provisions contained in this Agreement
          shall for any reason be held to be invalid, illegal, or
          unenforceable in any respect, such invalidity, illegality or
          unenforceability shall not affect any other provisions of this
          Agreement, and this Agreement shall be constructed as if it never
          contained any such invalid, illegal or unenforceable provisions.
          The parties hereto shall cooperate with each other to achieve the
          purpose of this Agreement. From time to time, each party will
          execute additional instruments and take such action as may be
          reasonably requested by the other party to confirm or perfect
          title to any property transferred hereunder or otherwise to carry
          out the intent and purposes of this Agreement.

     (c)  The validity, interpretation, and performance of this Agreement
          shall be controlled by binding arbitration in the State of Utah
          under the rules then obtaining of the American Arbitration
          Association.  Such arbitration ruling shall be final and binding
          amongst the parties herein. If any action is brought to enforce or
          interpret the provisions of this Agreement, the prevailing party
          shall be entitled to recover reasonable attorneys' fees, court
          costs, and other costs incurred in proceeding with the action from
          the other party.

     (d)  The parties hereto agree to indemnify, hold harmless and defend
          the other from and against all demands, claims, actions, losses,
          damages, liabilities, costs and expenses, including without
          limitation, interest, penalties, court fees, and attorney's fees
          and expenses asserted against or imposed or incurred by either
          party by reason of or resulting from a breach of any
          representation, warranty, covenant condition or agreement of the
          other party to this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first written above.


Cliff Halling   (Landlord)

 /s/ Cliff Halling
______________________________________
By:  Cliff Halling, an Individual


WRAP-N-ROLL USA, INC.  (Tenant)

 /s/ Cliff Halling
______________________________________
By:  Cliff Halling, President


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