EXHIBIT 10.5(m)

STATE OF NEW MEXICO

DONA ANA COUNTY


               LEASE OF REAL PROPERTY; IMPROVEMENTS; OTHER ASSETS;
                     AND MISCELLANEOUS RESPECTIVE AGREEMENTS

                   PREAMBLE, PARTIES, PREMISES AND RECITAL OF
                              RESPECTIVE AGREEMENTS

         The  respective  agreements  entered  into  herein  are by and  between
BACCHUS  INDUSTRIES,  INC. (BII); and  REFRIGERATION  TECHNOLOGY,  INC., a newly
formed Delaware corporation (RTI); in each entities' respective  capacities,  as
hereinafter  set  forth,  for the lease of real  property;  improvements;  other
assets and miscellaneous respective agreements.

                                     PURPOSE

         The purpose of the  respective  agreements  contained  herein are for a
lease of real property,  improvements,  equipment,  molds, information and other
assets as related to sales;  and the respective  rights and obligations  between
BII and RTI for the  manufacturing  and production,  sales and all other related
rights, liabilities and obligations of the respective entities.

LEASE AGREEMENT

         LEASE

         This lease is made and entered  into by and between  BII,  Lessor,  and
RTI, Lessee.

         In  consideration  of the mutual  covenants and agreements set forth in
this lease, and other good and valuable consideration, Lessor demises and leases
to Lessee,  and Lessee leases from Lessor,  the premises  situated on 301 Antone
Street  in the city of  Sunland  Park,  Dona Ana  County,  New  Mexico  and more
particularly  described  in Exhibit A attained to this lease.  The  premises are
referred to in this lease as "the premises" or the "leased premises."
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                                 ARTICLE I. TERM

                                  TERM OF LEASE

1.01.  The Term of this lease shall be for three (3) years,  commencing on March
1, 1997,  and ending on March 1, 2000,  unless sooner  terminated as provided in
this  lease.  Provided  however,  that  BII or RTI,  will  each  have  the  sole
discretionary right,  respectively to terminate this Lease with 120 days notice,
as provided herein, to the other party.

                             OPTION TO EXTEND TERMS

1.02.  Lessee has the right to extend this  agreement  for five (5) years at its
option.


                                   ARTICLE II

                                   FIXED RENT

2.01. Lessee agrees to pay to Lessor the sum of $6,500.00 per month on or before
the 5th of each month until the full term of the lease has expired.

                    TAXES AND ASSESSMENTS AS ADDITIONAL RENT

2.02. In addition to the fixed rent specified in section 2.01,  Lessee shall pay
the full amount of all real property taxes, special assessments and governmental
charges of every  character  imposed upon the leased premises during the term of
this lease,  including  any  special  assessments  imposed  on, or against,  the
premises for the  construction or improvements of public works.  This additional
rent shall be payable  directly to the entity  prior to the entity  imposing the
tax, assessment,  or charge at least thirty days (30) prior to the date on which
the payment is due. Lessee shall provide Lessor with a receipt or other evidence
of payment for each such tax,  assessment,  or charge  paid within a  reasonable
time after receipt or other evidence is available to Lessee.

                          ARTICLE III. USE OF PREMISES

                                  PERMITTED USE

3.01.  Lessee may use the  premises  for offices and to operate and conduct heat
exchanger and an air conditioning manufacturing and warehousing.  Lessee may not
use the  premises  for any other  purpose  without  the  written  consent of the
Lessor. Such consent shall not be unreasonably withheld.

                        Waste, Nuisance, or Illegal Uses

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3.02.  Lessee  shall not use,  or permit the use of, the  premises in any manner
than results in waste of the premises or  constitutes a nuisance or violates any
statute,  ordinance,  rule, or regulation  applicable to the premises or for any
illegal purpose.

                       ARTICLE 4. REPAIRS AND MAINTENANCE

                        REPAIRS AND MAINTENANCE BY LESSEE

4.01. Lessee shall, throughout the term of this lease and any extensions of that
term, at its own expenses and right, maintain the order and condition, including
but not  limited to making all repairs and  replacements  necessary  to keep the
premises and  improvements  in such condition.  All  maintenance,  repairs,  and
replacements required by this section must be performed promptly when required.

                    ARTICLE 5. UTILITIES AND GARBAGE REMOVAL

                                 UTILITY CHARGES

5.01.  Lessee shall pay all utility charges for water,  electricity,  heat, gas,
and telephone  service used in and about the leased  premised during the term of
the lease,  all such  charges to be paid by the Lessee  directly  to the utility
company or  municipality  furnishing  the same,  before  the same  shall  become
delinquent.

                                 GARBAGE REMOVAL

5.02.  Lessee  shall pay for the removal of all its garbage and rubbish from the
leased premises during the term of the lease.

               ARTICLE 6. ALTERATIONS, ADDITIONS, AND IMPROVEMENTS

                                CONSENT OF LABOR

6.01. Lessee shall not make any alterations,  additions,  or improvements to the
leased  premises   without  prior  written   consent  of  Lessor.   Consent  for
nonstructural alterations,  additions, or improvements shall not be unreasonably
withheld by Lessor.

                               PROPERTY OF LESSOR

6.02. All alterations,  additions,  or improvements  made by Lessee shall become
property  of Lessor at the  termination  of this  lease.  Lessor  may,  however,
require that Lessee remove any or all  alterations,  additions,  or improvements
installed or made by the Lessee,  and any other property  placed on the property
by Lessee,  upon  termination  of the Lease.  In the event that Lessor  requires
Lessee to remove such  alterations,  additions,  or  improvements,  Lessee shall
repair any damage to the premises caused by such removal.

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                       ARTICLE 7. TRADE FIXTURES AND SIGNS

                                 TRADE FIXTURES

7.01.  Lessee  has the right at all  times to erect or  install  shelves,  bins,
machinery,  or other  trade  fixtures,  in,  on or about  the  leased  premises,
provided that Lessee complies with all applicable governmental laws, ordinances,
and  regulations  regarding  such  fixtures.  Lessee has the right to remove all
trade  fixtures  at the  termination  of this lease,  provided  Lessee is not in
default  under the terms of the and that the  fixtures  can be  removed  without
structural damage to the building.

                           ARTICLE 8. MECHANIC'S LIEN

8.01.  Lessee will not permit any mechanic's lien or liens to be placed upon the
leased premises or improvements on the premises.

                       ARTICLE 9. INSURANCE AND INDEMNITY

                               PROPERTY INSURANCE

9.01.  Lessee shall, at its own expense,  during the term of the lease, keep all
buildings and improvements on the leased premises insured against loss or damage
by fire with  extended  coverage,  to include  direct loss by  windstorm,  hail,
explosion,  riot,  or  riot  attending  a  strike,  civil  commotion,  aircraft,
vehicles,  and smoke,  in the  aggregate  amounts of not less than the full fair
insurable  value of the buildings and  improvements.  Such policy or policies of
insurance  shall name both Lessor and Lessee as named insured.  The policy shall
provide that any  proceeds  for loss or damage to  buildings or to  improvements
shall be payable  solely to Lessor,  which such Lessor  shall use for repair and
restoration purposes.

         Lessee shall procure  tenant  insurance to cover all of the contents of
the building and premises,  against loss by fire,  theft and all other  extended
coverage.

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                               LIABILITY INSURANCE

9.02. Lessee, at its own expense, shall provide and maintain in force during the
term of this lease,  liability  insurance in the amount of $1,000,000,  covering
Lessor/Lessee,  for any liability for property damage or personal injury arising
as a result of Lessee's occupation or Lessor's ownership of the leased premises.
This insurance is to be carried by one or more insurance companies authorized to
transact business in the state of New Mexico and approved by Lessor.

                     REMEDY FOR FAILURE TO PROVIDE INSURANCE

9.03.  Lessor/Lessee  shall  furnish  Lessor/Lessee  with  certificates  of  all
respective insurance requires by this article.

                              HOLD-HARMLESS CLAUSE

9.04.  Lessee agrees to indemnify and hold Lessor  harmless  against any and all
claims, demands,  costs, and expenses,  including reasonable attorney's fees for
the defense of such claims and demands arising from the conduct or management of
Lessee's  business on the lease  premises,  or its use of the leased premises or
from any breach on the part of Lessee of any  conditions of this Lease,  or from
any  negligence  of Lessee,  its  agents,  contractors,  employees,  subtenants,
concessionaires,  or  licensees in or about the lease  premises.  In case of any
action or proceeding brought against Lessor by reason of any such claim,  Lessee
upon  notice from Lessor  agrees to defend the action or  proceeding  by counsel
acceptable to Lessor.

                       ARTICLE 10. ASSIGNMENT AND SUBLEASE

                       ASSIGNMENT AND SUBLETTING BY LESSEE

10.01.  Lessee may not sublet,  assign,  encumber,  or otherwise  transfer  this
lease,  or any right or interest in this lease or in the leased  premises or the
improvements  on the leased  premises,  without  written  consent of Lessor.  If
Lessee sublets, assigns, encumbers or otherwise transfers its rights or interest
in this  lease or in the  leased  premises  or the  improvements  on the  leased
premises  without  the  written  consent of Lessor,  Lessor  may, at its option,
declare this lease  terminated.  In the event  Lessor  consents in writing to an
assignment,  sublease,  or transfer of all or any of the  Lessee's  rights under
this  lease,  the  assignee  or  sublessee  must  assume  all  of  the  Lessee's
obligations under the lease, and Lessee shall remain liable for every obligation
under the lease.  Lessor's consent under this section will not be arbitrarily or
unreasonably withheld.

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                              ASSIGNMENT OF LESSOR

10.02. Lessor may assign or transfer any or all of its interests under the terms
of this lease.

                            ARTICLE 11. MISCELLANEOUS

                              NOTICES AND ADDRESSES

11.01.  All  notices  required  under this lease must be given by  certified  or
registered mail, addressed to the proper party, at the following addresses:

                         BII, Lessor
                         P.O. Box 465
                         Sunland Park, New Mexico 88063

                         RTI, lessee
                         P.O. Box 3048
                         Sunland Park, New Mexico 88063

Each party may change the  address to which  notices are to be sent it by giving
the other  party  notice  of the new  address  in the  manner  provided  in this
section.

                                  PARTIES BOUND

11.02.  This  agreement  shall be binding upon, and inure to the benefit of, the
parties  to the lease and their  respective  heirs,  executors,  administrators,
legal representatives, successors, and assigns when permitted by this agreement.

                             NEW MEXICO LAW TO APPLY

11.03. This agreement shall be construed under, and in accordance with, the laws
of the State of New Mexico,  and all  obligations of the parties created by this
lease are performable in Dona Ana County, New Mexico.

                               LEGAL CONSTRUCTION

11.04.  In  case  any  one or more of the  provisions  contained  in this  lease
agreement  shall for any reason be held by a court of competent  jurisdiction to
be  invalid,  illegal,  or  enforceability  in  any  respect,  such  invalidity,
illegality,  or  unenforceability  shall not affect any other  provision of this
agreement, and this agreement shall be construed as if the invalid,  illegal, or
unenforceable provision had never been included in this agreement.

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                           PRIOR AGREEMENTS SUPERSEDED

11.05. This agreement  constitutes the sole and only agreement of the parties to
this  agreement  and  supersedes  any prior  understandings  or  written or oral
agreements between the parties respecting the subject matter of this agreement.

                                    AMENDMENT

11.06. No amendment,  modification, or alteration of the terms of this agreement
shall be binding unless it is in writing,  dated  subsequent to the date of this
agreement, and duly executed by the parties to this agreement.

                         RIGHTS AND REMEDIES CUMULATIVE

11.07. The rights and remedies  provided by this lease agreement are cumulative,
and the use of any one right or remedy by either  party  shall not  preclude  or
waive  that  party's  right to use any or all other  remedies.  The  rights  and
remedies  provided in this lease are in addition to any other rights the parties
may have by law, statute, ordinance or otherwise.

                            ATTORNEY'S FEES AND COSTS

11.08.  If, as a result of a breach of this agreement by either party, the other
party  employs an attorney or  attorneys to enforce its rights under this lease,
then the  breaching  or  defaulting  party  agrees  to pay the  other  party the
reasonable attorney's fees and costs incurred to enforce the lease.

                                  FORCE MAJEURE

11.09.  Neither  Lessor  nor  Lessee  shall be  required  to  perform  any term,
condition,  or covenant in this lease so long as such  performance is delayed or
prevented by force  majeure,  which shall mean acts of God,  strikes,  lockouts,
material  or labor  restrictions  by any  governmental  authority,  civil  riot,
floods,  and any other  cause not  reasonable  within  the  control of Lessor or
Lessee and which by the  exercise of due  diligence  Lessor or Lessee is unable,
wholly or in part, to prevent or overcome.

                                 TIME OF ESSENCE

11.10.   Time is of the essence of this agreement.


12.01.  In the event of  foreclosure  directly or indirectly  by the U.S.  Small
Business  Administration  (SBA) on BII,  RTI has the right to break the lease at
its option without penalty.  RTI must give SBA 60 days written notice and vacate
premises accordingly.

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         The  undersigned  Lessor and Lessee execute this agreement on MARCH 13,
1997, at Sunland Park, Dona County, New Mexico.

                                    BII, Lessor


                                    By: /s/ Rick Bacchus
                                       -----------------------------
                                            Rick Bacchus
                                            P.O. Box 465
                                            Sunland Park, New Mexico 88063

                                    RTI, lessee


                                    By: /s/ Ron Campbell
                                       -----------------------------
                                            Ron Campbell
                                            P.O. Box 3048
                                            Sunland Park, New Mexico 88063


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