LEASE AGREEMENT


1.   PARTIES:

     This Lease is made and entered into this 1st day of February, 1998  by
and between Thomas T Anderson, A Professional Corporation (hereinafter
referred to as "Landlord") and Entropin, Inc. (hereinafter referred to as
"Tenant").

2.   PREMISES:

     Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, on the terms and conditions hereinafter set forth, that certain
real property and the building and other improvements located thereon
situated in the City of Indio, State of California, commonly known as 45926
Oasis Street. This Lease is limited to Three (3) Offices, Hallway and
separate Entrance located in the South wing of said building (said real
property is hereinafter called the "Premises"). Tenant shall also have
access to all common areas, including but not limited to Copy Rooms,
Conference Room, Break Room, Bathrooms, Halls and front Entrance. In
addition a receptionist is also provided when needed.

3.   TERM:

     The term of this Lease shall be for Two (2) years, commencing on
February 1, 1998 and ending on January 31, 2000.

4.   RENT:

     Tenant shall pay to Landlord as rent for the Premises, the sum of
$1,100.00 dollars per month, in advance on the first day of each month
during the term hereof. Rent shall be payable without notice or demand and
without any deduction, off-set, or abatement in lawful money of the United
States to the Landlord at the address stated herein for notices or to such
other persons or such other places as the Landlord may designate to Tenant
in writing.

5.   TAXES:

     (a) REAL PROPERTY TAXES:
     Landlord shall pay all real property taxes and general assessments
levied and assessed against the Premises during the term of this Lease.

     (b) PERSONAL PROPERTY TAXES:
     Tenant shall pay prior to the delinquency all taxes assessed against
and levied upon the trade fixtures, furnishings, equipment and other
personal property the Tenant contained in the Premises.

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6.   UTILITIES:

     Landlord shall pay for all water, electricity, cable and basic
janitorial services.

     Tenant shall pay for all telephone and fax lines.

7.   ALTERATIONS AND ADDITIONS:

     Tenant shall not, without the Landlord's prior written consent, make
any alterations, improvements or additions in or about the Premises.

8.   HOLD HARMLESS:

     Tenant shall indemnify and hold Landlord harmless from and against any
and all claims arising from the Tenant's use or occupancy of the Premises
or from the conduct of its business or from any activity, work, or things
which may be permitted or suffered by Tenant in or about the Premises
including all damages, costs, attorney's fees, expenses and liabilities
incurred in the defense of any claim or action or proceeding arising
therefrom. Except for Landlord's willful or grossly negligent conduct,
Tenant hereby assumes all risk of damage to property or injury to person in
or about the Premises.

9.   ASSIGNMENT AND SUBLETTING:

     Tenant shall not voluntarily or by operation of law assign, transfer,
sublet, mortgage, or otherwise transfer or encumber all of or any part of
Tenant's interest in this Lease or in the Premises without Landlord's prior
written consent which consent shall not be unreasonably withheld.

10.  DEFAULT:

     It is agreed between the parties hereto that if any rent shall be due
hereunder and unpaid, or if Tenant shall default and breach any other
covenant or provision of the Lease, then the Landlord, after giving proper
notice required by law, may re-enter the Premises and remove any property
and any and all persons therefrom in the manner allowed by law. The
Landlord may, at its option, either maintain this Lease in full force and
effect and recover the rent and other charges as they become due or, in the
alternative, terminate this Lease. In addition, the Landlord may recover
all rentals and any other damages and pursue any other rights and remedies
which the Landlord may have against the Tenant by reason of such default as
provided by law.

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11.  SURRENDER:

     On the last day of the term of this Lease, Tenant shall surrender the
Premises to Landlord in good condition, broom clean, ordinary wear and tear
and damage by fire and the elements excepted.

12.  HOLDING OVER:

     If Tenant, with the Landlord's consent, remains in possession of the
Premises after expiration or termination of the term of this Lease, such
possession by Tenant shall be deemed to be a tenancy from month-to-month at
a rental in the amount of the last monthly rental plus all other charges
payable hereunder, and upon all the provisions of this Lease applicable to
such a month-to-month tenancy.

13.  BINDING ON SUCCESSORS AND ASSIGNS:

     Each provision of this Lease performable by Tenant shall be deemed
both a covenant and a condition. The terms, conditions and covenants of
this Lease shall be binding upon and shall inure to the benefit of each of
the parties hereto, their heirs, personal representatives, successors and
assigns.

14.  NOTICES:

     Whenever under this Lease a provision is made for any demand, notice
or declaration of any kind, it shall be in writing and served either
personally or sent by registered or certified United States mail, postage
prepaid, addressed at the address as set forth below:

          TO LANDLORD AT:     Cory Hammond
                              Thomas T Anderson, A Prof Corp
                              45926 Oasis Street
                              Indio, Ca   92201

          TO TENANT AT:       Higgins D. Bailey
                              Entropin, Inc.
                              45926 Oasis Street
                              Indio, Ca   92201

     Such notice shall be deemed to be received within forty-eight (48)
hours from the time of mailing, if mailed as provided for in this
paragraph.

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15.  WAIVERS:

     No waiver by landlord of any provision hereof shall be deemed a waiver
of any provision hereof or of any subsequent breach by Tenant of the same
or any other provision.

16.  TIME:

     Time is of the essence of this Lease.


THE PARTIES HERETO HAVE EXECUTED THIS LEASE ON THE DATE FIRST ABOVE
WRITTEN.

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Landlord:                          Tenant:


By:  /s/ THOMAS T. ANDERSON        By:  /s/ HIGGINS D. BAILEY
     ----------------------------  ----------------------------
     Thomas T Anderson             Higgins D Bailey
     Thomas T Anderson, A PC       Entropin, Inc.