LEASE AGREEMENT

This Lease Agreement ("Lease") is made and effective January 1, 2005, by and
between John Bessone, hereinafter referred to as "Lessor", whose address is 8665
Mission Gorge Rd, Santee, CA 92071, and Smog Centers of California, LLC,
hereinafter referred to as "Lessee", whose address is 2434 Vineyard Ave., Ste
101, Escondido, CA 92029, who agree as follows:

         1. Premises. Lessor hereby leases to Lessee, and Lessee leases from
Lessor, that portion of the property located at, 8665 Mission Gorge Rd, Ste C,
Santee, CA 92071 comprised of approximately 1250 + 600 loft square feet and
described as Suite C of the building with its own entrance and rollup door,
herein called "the Premises", as reflected on Exhibit "A" attached hereto.
Lessor agrees to provide three (3) paved parking spaces, located directly in
front of rollup door, to Lessee's customers and smog technician(s), as reflected
on Exhibit "A". Lessee agrees to direct its customers and smog technician(s) to
these parking spaces. Lessee agrees to use its reasonable and best efforts to
ensure that Lessee's customers and smog technician(s) do not park in Lessor's
parking areas other than the above-referenced three (3) parking spaces. Lessee
further agrees that it shall use its best and reasonable efforts to insure that
none of Lessee's customers' or smog technician(s)' vehicles are parked overnight
on Lessor's property.

         2. Improvements. Lessee may install, at its expense, a dynamometer
below-ground at the Premises, and Lessor expressly grants Lessee permission to
cut the concrete and make any necessary alternations for this purpose, with a
refundable security deposit of One Thousand Dollars ($1000.00). Refunded if cut
out for dyno is filled and repaired at end of lease.

         3. Term. The term of this lease shall be for five (5) years commencing
on January 1, 2005, and continuing thereafter until December 31, 2009, subject
to Lessee's option to extend the term an additional five (5) years, as set forth
in Paragraph 5 below, unless terminated earlier as provided in paragraph 5
below.

         4.       Rent. Lessee agrees to pay to Lessor a monthly rental payment
                  for the use and occupancy of the Premises, as follows:
         4.1      January 1, 2005-Dec 31, 2005: $1,500 per month;
         4.2      January 1, 2006-Dec 31, 2006: $1500 per month plus cost of
                  living increase from a reputable publication of at least 5%
                  but not more than 10%.
         4.3      January 1, 2007-Dec 31, 2007: 2006 per month rent plus a cost
                  of living increase from a reputable publication of at least 5%
                  but not more than 10%.
         4.4      January 1, 2008-Dec 31, 2008: 2007 per month rent plus a cost
                  of living increase from a reputable publication of at least 5%
                  but not more than 10%.
         4.5      January 1, 2009-Dec 31, 2009: 2008 per month rent plus a cost
                  of living increase from a reputable publication of at least 5%
                  but not more than 10%.

Rent shall be due upon the first of the month and payable no later than the
fifth of the month. If received after the fifth of the month, a ten percent
(10%) penalty shall be charged.

Lessee shall be required to deposit $1,500 as a refundable security deposit with
Lessor prior to taking possession of the premises.

         5. Early Termination Option by Lessee; Option to Extend Lease Term.

                                       1
<PAGE>
         5.1 Lessor acknowledges and agrees that if Lessee is unable to obtain
licenses from the Bureau of Automotive Repair needed to operate a smog-test-only
station at the Premises within ninety (90) days from the commencement date of
this lease, Lessee shall have the option to terminate this lease in its entirety
by providing written notice to Lessor. The lease shall terminate in its entirety
as of the effective date specified in the notice ("early termination date"), and
Lessee shall vacate the Premises as of the early termination date. Lessee shall
restore the Premises to the condition it was at the commencement of the Lease.
Lessee shall owe to Lessor rent through the early termination date only; no
further rent or damages shall be due or owing by Lessee to Lessor pursuant to
this lease, which shall terminate in its entirety and the parties shall be
released from any further liability thereon.

         5.2 Lessee is hereby granted and shall, if not then in default under
this lease, have the option to extend the term of this lease for an additional
five (5) years, from January 1, 2010, through December 31, 2014 ("extended lease
term"), on the same terms, covenants and conditions contained in this lease,
except that rent to be paid by Lessee to Lessor for the extended term from
January 1, 2010-December 31, 2014 rent shall increase annually at the cost of
living increase from a reputable publication of at least 5% but not more than
10%. This option shall be exercised only by Lessee's delivering to Lessor, at
least thirty (30) days before December 31, 2009, written notice of Lessee's
election to renew the term of this lease.

         5.3 Notwithstanding Lessee's option to the extend the lease term,
Lessor shall have the right to terminate the extended lease term by providing
Lessee with six months' advance written notice if its election to terminate
same. Lessor agrees that in the event that it terminates the extended lease
term, Lessor shall not relet the Premises to any business which conducts or
performs any smog-testing through the original extended lease term expiration
date of December 31, 2014.

         6. Use and Limitations. Lessee shall use the Premises for the purpose
of smog (emissions) testing of vehicles only, and for no other use, without
Lessor's prior written consent.

         7. Maintenance, Alterations, Taxes and Utilities.

         7.1 Maintenance by Lessor. Lessor shall, at its own cost and expense,
maintain in good condition and repair the roof, walls, structural supports, the
foundation of said Premises, fences and parking area, and make all necessary
repairs to, or replacements of, the plumbing and electrical systems of the
Premises.

         7.2 Repairs by Lessee. Except as provided in paragraph 7.1 of this
lease, Lessee shall, at its own cost and expense, maintain the Premises in a
clean condition, and shall repair any damages to the roof, walls, structural
supports, foundation, fences, parking area, plumbing, heating, air conditioning
and electrical systems on the Premises that are rendered necessary by the
negligence or abuse by Lessee.

         7.3 Signs. Lessee may erect and maintain signs, with Lessor's approval,
on the Premises relating to Lessee's business, provided the signs comply with
any law or ordinance of any governmental agency having jurisdiction over the
Premises Upon termination of the Lease, Lessee shall remove, at Lessee's sole
cost and expense, any signs erected by Lessee.

         7.4 Real Property Taxes. All real property taxes and assessments levied
or assessed against the Premises by any governmental entity, including any
special assessment imposed on or


                                       2
<PAGE>
against the Premises for the construction or improvement of public works in, on,
or about said Premises, shall be paid, before they become delinquent, by Lessor.

         7.5 Payment of Utility Charges will be paid by Lessee since there is a
separate meter for the space.

         7.6 Payment of Telephone Charges. Lessor shall allow Lessee to make all
necessary and reasonable efforts to have two telephone lines to the premises
installed, at Lessee's expense, with an account in Lessee's name, by the
commencement date of this lease. Lessee shall be responsible for paying all
telephone charges for the account in Lessee's name for telephone service to the
Premises during the term of this lease, any early termination, or any extension
thereof.

         7.7 Inspections. If any governmental inspections are required, Lessor
agrees to pay for repairs, improvements or building code compliance necessary
for its existing operations. Lessee agrees to pay for repairs, improvements or
building code compliance necessary for the operation of its smog test-only
facility.

         7.8 Personal Property Taxes. Lessee shall pay, before they become
delinquent, all taxes, assessments, or other charges levied or imposed by any
governmental entity on the furniture, trade fixtures, appliances and other
personal property of Lessee on the Premises during the term of this lease, or an
early termination or any extension thereof.

         8. Insurance. Lessee agrees to maintain a General Liability insurance
policy with coverage limits in the minimum amount of One Million Dollars
($1,000,000.00). Lessee shall provide Lessor with a Certificate of Liability
Insurance naming Lessor as a certificate holder on the insurance policy.

         9. Destruction. Should the Premises be destroyed in whole or in part by
fire, earthquake or other accident of calamity, to such an extent that in the
opinion of the Lessor it is not feasible to repair them, then this lease shall
terminate and all parties shall be released from any further liability thereon;
however, in any such event of the Lessor shall elect to repair or replace same,
then this Lease shall continue in effect, but the rent shall be prorated or
rebated in proportion to the possible use of the Premises by Lessee during the
time required for such repair.

         10. Condemnation. If, during the term of this lease or any extension
thereof, there is any taking of all or any part of the Premises or any interest
in this lease by condemnation, then this lease shall terminate and the rights
and obligations of the parties shall cease.

         11. Assignment. Lessee may not assign this lease or any interest
therein, or sublet the premises without first having obtained the written
consent of the Lessor to such assignment or sublease, which consent shall not be
unreasonably withheld.

         12. Default. The occurrence of any of the following shall constitute a
default by Lessee: (a) Failure to pay rent when due, if the failure continues
for five (5) days after written notice has been given by Lessor; (b) Failure to
perform any other provision of this lease if the failure to perform is not cured
within thirty (30) days after written notice has been given to Lessee. If the
default cannot reasonably be cured within thirty (30) days after written notice
to Lessee, Lessee shall not be in default of this lease if Lessee commences to
cure the default within the thirty (30) day period and diligently and in good
faith continues to cure the default. Notices given under this paragraph shall
specify the alleged default and the applicable lease provisions, and shall
demand that Lessee perform the provisions of this lease or pay the rent which is
in


                                       3
<PAGE>
arrears, as the case may be, within the applicable period of time, or quit the
Premises. No such notice shall be deemed a forfeiture or a termination of this
lease unless Lessor so elects in the notice. Lessor can terminate Lessee's right
to possession of the Premises if Lessee is in default of this lease and the
applicable time to cure said default has expired, and shall be able to recover
damages as allowed by law.

         13. Lessor's Right to Enter Premises. Upon twenty-four (24) hours
advance written notice, Lessor shall have the right to enter the Premises at all
reasonable times to do any necessary maintenance and to make any restoration to
the Premises the Lessor has the right or obligation to perform.

         14. Surrender of Premises; Holding Over.

         14.1 Surrender of Premises. On termination of this lease, Lessee shall
surrender to Lessor the Premises in good condition (except for ordinary wear and
tear) and shall remove all of its personal property from the Premises.

         14.2 Holding Over. If Lessee, with Lessor's consent, remains in
possession of the Premises after expiration or termination of the term, or after
the date of any notice given by Lessor to Lessee terminating this lease, such
possession by Lessee shall be deemed to be a month-to-month tenancy terminable
on thirty (30) days' written notice given at any time by either party. The rent
paid shall be equal to the last monthly payment made by Lessee to Lessor. All
provisions of this lease except those pertaining to term shall apply to the
month-to-month tenancy.

         15. Miscellaneous Provisions.

         15.1 Notices. Any notices which either party desires or is required to
give to the other party or any other person shall be in writing and either
delivered personally, or sent by pre-paid, first-class mail, addressed to the
other party, at the address set forth in the introductory paragraph to this
lease. Either party may change its address by notifying the other party in
writing of the change of address.

         15.2 No Waiver. No waiver of any covenant or condition contained in
this lease, or of any breach of any such covenant or condition shall constitute
a waiver of the rights of either party to act upon any subsequent breach of such
covenant or condition, or justify or authorize the non-observance of any other
occasion of the same or any other covenant or condition hereof of either party.

         15.3 Independent Advice of Counsel. Each of the parties hereto
represent that in executing this lease they rely solely upon their own judgment,
belief and knowledge, or the advice of their counsel; that they have had an
opportunity to obtain counsel or have declined to do so, and that they have not
been influenced to any extent whatsoever in executing this lease by way of any
representations or statements covering any matters made by the parties hereto
which are not contained herein, or by any person representing any of the parties
hereto.

         15.4 Authority. The signatories to this lease warrant and represent
that they have full legal power and authority to enter into this lease on behalf
of the parties hereto.

         15.5 Modification. This lease may not be amended, modified, or
supplemented except by a written agreement signed by both parties hereto.

                                       4
<PAGE>
         15.6 Time is of the Essence. Time is of the essence of each provision
of this lease.

         15.7 Successors. This lease shall be binding on and inure to the
benefit of the parties and their successors.

         15.8 Governing Law. This lease shall be governed, construed and
interpreted in accordance with the laws of the State of California.

         15.9 Severability. The unenforceability, invalidity, or illegality of
any provision shall not render the other provisions unenforceable, invalid or
illegal.


         Executed this 13th day of December, 2004.



LESSEE:                                              LESSOR:

SMOG CENTERS OF CALIFORNIA, LLC             JOHN BESSONE

/s/STEPHEN D. WILSON                        /s/JOHN BESSONE
-----------------------------------         --------------------------
BY: STEPHEN D. WILSON, MANAGER              BY:
        12/13/04                                  12-13-04


































                                       5