EXHIBIT 10.2

                      COMMERCIAL LEASE AND DEPOSIT RECEIPT

AGENCY RELATIONSHIP CONFIRMATION. The following agency relationship is hereby
confirmed for this transaction and supersedes any prior agency election (if no
agency relationship, insert "NONE"):

      LISTING AGENT: Arizona Home is the agent of (check one): {Print Firm Name)

----the Lessor exclusively; or ---- both the Lessee and the Lessor

Leasing Agent:_____________(if the same as the Listing Agent) is the agent of
(check one)

The lessee exclusively; or --- the Lessor exclusively; or --- both the Lessee
and the Lessor.

Note: This confirmation DOES NOT take the place of the AGENCY DISCLOSURE form
which may be

Required by law

RECEIVED FROM Oxford Ventures, Inc. hereinafter referred to as LESSEE, the sum
of $ ( dollars), evidenced by as a deposit which will belong to Lessor and will
be applied as follows:

<TABLE>
<CAPTION>
                                                                        TOTAL        RECEIVED   BALANCE DUE PRIOR TO OCCUPANCY
<S>                                                                    <C>
Rent for the period from .Jan  1 .04 to Jan 31, 2004                   $8,287.50

Security deposit (not applicable toward last mon1h's rent)            $10.000.00
Other
Total                                                                 $18,287.50
</TABLE>

Lessee offers to lease from Lessor 1he premises situated in the city of Mesa
County of Maricopa State of AZ , described as 4655 East Ivy Street suites
101,102,104 consisting of approximately 9750 square feet, upon the following
terms and conditions.

1. TERM. The term will commence on (date) 1-1-2004 , and end on (date)
12-31-2008 .

2. RENT. The base rent will be $8,287.50 per moth payable on the 1st day of each
month. After the first 12 months the rent will be adjusted as follows :
effective upon the first day of the month immediately following the expiration
of 12 months from date of commencement of the term, and upon the expiration of
each 12 months thereafter, in accordance with changes in the U.S. Consumer Price
Index for ___All Urban Consumers (1982-84:: 100), or __X__ (other index) 3%ger
annum CPI"). The base rent will be increased to an amount equal to the monthly
rent, multiplied by a fraction, the numerator of which is the CPI for the second
calendar month immediately preceding the adjustment date, and the denominator of
which is the CPI for second calendar month preceding the commencement of the
Lease term; provided however, that the monthly rent will not be less than 1hat
immediately preceding the adjustment All rents will be paid to Lessor or his or
her authorized agent, at the following address 6446-30 East Trial Ridge Circle.
Mesa Al. 85215 or at such other places as may be designated by Lessor from time
to time. In the event rent is not received by Lessor within 5- days after due
date, Lessee agrees to pay a late charge of $ 800.00 plus interest at 18 % per
annum on the delinquent amount. Lessee further agrees to pay $ 25.00 for each
dishonored bank check. The late charge period is not a grace period, and Lessor
is entitled to make written demand for any rent if not paid when due.

3. COMMON AREA EXPENSES. If checked ----- Lessee agrees to pay, in addition to
the base monthly rental set forth in item 2, % of common area operating
expenses, including utility and service costs, insurance and real property
taxes. Tenants monthly share of said expenses at the commencement of the term is
$ .

4. USE. The premises are to be used for the operation of Manufacturing of Arcade
Games, Simulato( and for no other purpose, without prior written consent of
Lessor. Lessee will not commit any waste upon the premises, or any nuisance or
act which may disturb the quiet enjoyment of any tenant in the building.

5. USES PROHIBITED. Lessee will not use any portion of the premises for purposes
other than those specified. No use will be made or permitted to be made upon the
premises, nor acts done, which will increase the existing rate of insurance upon
the property, or cause cancellation of insurance policies covering the property.
Lessee will not conduct or permit any sale by auction on the premises.

6. ASSIGNMENT AND SUBLETTING. Lessee will not assign this Lease or sublet any
portion of the premises without prior written consent of the Lessor, which will
not be unreasonably withheld. Any such assignment or subletting without consent
will be void and, at the option of the Lessor, will terminate this Lease.

7. ORDINANCES AND STATUTES. Lessee will comply with all statutes, ordinances,
and requirements of all municipal, state and federal authorities now in force,
or which may later be in force, regarding the use of the premises. The
commencement or pendency of any state or federal court abatement proceeding
affecting the use of the premises will, at the option of the Lessor, be deemed a
breach of this Lease.

Lessee |_|  |_|  has read this page.

CAUTION: The copyright laws of the United States forbid the unauthorized
reproduction of this form by any means including scanning or computerized
formats. Page 1 of 4


<PAGE>

FORM 107.1 (10-2003) COPYRIGHT @ 1993-2003 BY PROFESSIONAL PUBUSHING, 365 BEL
MARIN KEYS BLVD., SUITE 100, NOVATO, CA 94949 (415) 664-2164 I PROFESSIONAL Form
generated by: TrueForms'" from REVEAL('@1svSTEMS, Inc. 800-499-9612 PUBLISHING

Property Address 4655 East Ivy Street Suite 101,102,104

8. MAINTENANCE, REPAIRS, ALTERATIONS. Unless otherwise indicated, Lessee
acknowledges that the premises are in good order and repair. Lessee will, at his
or her own expense, maintain the premises in a good and safe condition,
including plate glass, electrical wiring, plumbing and heating and air
conditioning installations, and any other system or equipment. The premises will
be surrendered, at termination of the Lease, in as good condition as received,
normal wear and tear excepted. Lessee will be responsible for all repairs
required during the term of the lease, except the following which will be
maintained by Lessor: roof, exterior walls, structural foundations (including
any retrofitting required by governmental authorities) and the following:

Lessee will, X will not maintain the property adjacent to the premises, such as
sidewalks, driveways, lawns, and shrubbery, which would otherwise be maintained
by Lessor. No improvement or alteration of the premises will be made without the
prior written consent of the Lessor. Prior to the commencement of any
substantial repair, improvement, or alteration, Lessee will give Lessor at least
two (2) days written notice in order that Lessor may post appropriate notices to
avoid any liability for liens.

9. ENTRY AND INSPECTION. Lessee will permit Lessor or Lessor's agents to enter
the premises at reasonable times and upon reasonable notice for the purpose of
inspecting the premises, and will permit Lessor, at any time within sixty (60)
days prior to the expiration of this Lease, to place upon the premises any usual
"For Lease" signs, and permit persons desiring to lease the premises to inspect
the premises at reasonable times.

10. INDEMNIFICATION OF LESSOR. Lessor will not be liable for any damage or
injury to Lessee, or any other person, or to any property , occurring on the
premises. Lessee agrees to hold Lessor harmless from any claims for damages
arising out of Lessee's use of the premises, and to indemnify Lessor for any
expense incurred by Lessor in defending any such claims. 11. POSSESSION. If
Lessor is unable to deliver possession of the premises commencement date set
forth above, Lessor will not be liable for any damage caused by the delay, nor
will Lease be void or voidable, but Lessee will not be liable for any rent until
possession is delivered. Lessee may terminate this possession is not delivered
within 5 days of the commencement term in Item 1.

12. LESSEE'S INSURANCE. Lessee, at his or her expense, will maintain plate
glass, public liability, and property damage insurance insuring Lessee and
Lessor with minimum coverage as folIows: $1,000,000 Lessee will provide Lessor
with a Certifiate of Insurance showing Lessor as additional insured. The policy
will require ten (10) day's written notice to Lessor prior to cancellation or
material change of coverage.

13. LESSOR'S INSURANCE. Lessor will maintain insurance covering one hundred
percent (100%) actual cash value of the improvements throughout the term. The
Lessor's insurance will not insure Lessee's personal property, leasehold
improvements, or trade fixtures.

14. SUBROGA TION. To the maximum extent permitted by insurance policies which
may be owned by the parties, Lessor and Lessee waive any and all rights of
subrogation against other which might otherwise exist.

15. UTILITIES. Lessee agrees that he or e will be responsible for the payment of
all utilities, including water, gas, electricity, heat and other services
delivered to the premises, except: Landscape bv Lessor .

16. SIGNS. Lessee will not place, maintain, nor permit any sign or awning on any
exterior door, wall, or window of the premises without the express written
consent of Lessor, which will not be unreasonably withheld, and of appropriate
governmental authorities.

17. ABANDONMENT OF PREMISES. Lessee will not vacate or abandon the premises at
any time during the term of this Lease. If Lessee does abandon or vacate the
premises, or is dispossessed by process of law, or otherwise, any personal
property belonging to Lessee left on the premises will be deemed to be
abandoned, at the option of Lessor.

18. CONDEMNATION. If any part of the premises is condemned for public use, and a
part remains which is susceptible of occupation by Lessee, this Lease will, as
to the part taken, terminate as of the date the condemnor acquires possession.
Lessee will be required to pay such proportion of the rent for the remaining
term as the value of the premises remaining bears to the total value of the
premises at the date of condemnation; provided, however, that either party may,
at his or her option, terminate this Lease as of the date the condemnor acquires
possession. In the event that the premises are condemned in whole, or the
remainder is not susceptible for use by the Lessee, this Lease will terminate
upon the date which the condemnor acquires possession. All sums which may be
payable on account of any condemnation will belong solely to the Lessor; except
that Lessee will be entitled to retain any amount awarded to him orher for his
or her trade fixtures and moving expenses. 19. TRADE FIXTURES. Any and all
improvements made to the premises during the term will belong to the Lessor,
except trade fixtures of the Lessee. Lessee may, upon termination, remove all
his or her trade fixtures, but will pay for all costs necessary to repair any
damage to the premises occasioned by the removal.

20. DESTRUCTION OF PREMISES. In the event of a partial destruction of the
premises during the term, from any cause except acts or omission of Lessee,
Lessor will promptly repair the premises, provided that such repairs can be
reasonably made within sixty (60) days. Such partial destruction will not
terminate this Lease, except that Lessee will be entitled to a proportionate
reduction of rent while such repairs are being made, based upon the extent to
which the making of such repairs interferes with the business of Lessee on the

Lessee |_|  |_| has read this page.

CAUTION: The copyright laws of the United States forbid the unauthorized
reproduction of this form by any means including scanning or computerized
formats. Page 2 of 4 FORM 107.2 (10-2003) COPYRIGHT @ 1993-2003 BY PROFESSIONAL
PUBLISHING. 365 BEL MARIN KEYS BLVD" SUITE 100, NOVATO, CA 94949 (415) 884-2164
IDiI PROFESSIONAL Form generated by. TrueForms~ from REVEAL('@:1sySTEMS,lnc
800-499-9612 II PUBLISHINC

Property Address 4655 East Ivy Street Suites 101,102,104


<PAGE>

premises. If the repairs cannot be made within sixty (60) days, this Lease may
be terminated at the option of either party by giving written notice to the
other party within the sixty (60) day period.

21. HAZARDOUS MATERIALS. Lessee will not use, store, or dispose of any hazardous
substances upon the premises, except the use and storage of such substances that
are customarily used in Lessee's business, and are in compliance with all
environmental laws, Hazardous substances means any hazardous waste, substance or
toxic materials regulated under any environmental laws or regulations applicable
to the property .Lessee will be responsible for the cost of removal of any toxic
contamination caused by lessee's use of the premises.

22. INSOLVENCY. The appointment of a receiver, an assignment for the benefits of
creditors, or the filing of a petition in bankruptcy by or against Lessee, will
constitute a breach of this Lease by Lessee.

23. DEFAULT. In the event of any breach of this Lease by Lessee, Lessor may, at
his or her option, terminate the Lease and recover from Lessee: (a) the worth at
the time of award of the unpaid rent which had been earned at the time of
termination; (b) the worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination until the time of the
award exceeds the amount of such rental loss that the Lessee proves could have
been reasonably avoided; (c) the worth at the time of award of the amount by
which the unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss that the Lessee proves could be
reasonably avoided; and (d) any other amount necessary to compensate Lessor for
all the detriment proximately caused by the Lessee's failure to perform his or
her obligations under the Lease or which in the ordinary course of things would
be likely to result therefrom, including, but not limited to, that portion of
any leasing commission paid by Lessor and applicable to the unexpired term of
the lease.

Lessor may, in the alternative, continue this Lease in effect, as long as Lessor
does not terminate Lessee's right to possession, and Lessor may enforce all of
Lessor's rights and remedies under the Lease, Including the right to recover the
rent as it becomes due under the Lease. If said breach of Lease continues,
Lessor may, at the time thereafter, elect to terminate the Lease.

These provisions will not limit any other rights or remedies which Lessor may
have.

24. SECURITY. The security deposit will secure the performance of the Lessee's
obligations. Lessor may, but will not be obligated to,apply all or portions of
the deposit on account of Lessee .Any balance remaining upon termination will be
returned to Lessee. Lessee will not have the right to apply the security deposit
in payment of the last month's rent.

25. DEPOSIT REFUNDS. The balance of all deposits will refunded within three (3)
weeks (or as otherwise required by law), from date possession is delivered to
Lessor or his or her authorized agent, together with a statement showing any
charges made against the deposits by Lessor.

26. A TTORNEY FEES. In any action, arbitration, or other proceeding involving a
dispute between Lessor and Lessee arising out of this Lease, the prevailing
party will be entitled to reasonable attorney fee, expert witness fees, and
costs.

27. WAIVER. No failure of Lessor to enforce any term of this Lease will be
deemed to be a waiver.

28. NOTICES. Any notice which either party may or is required to give, will be
given by mailing the notice, postage prepaid, to Lessee at the premises, or to
Lessor at the address shown in Item 2, or at such other places as may be
designated in writing by the parties from time to time. Notice will be effective
five (5) days after mailing, or on personal delivery, or when receipt is
acknowledged in writing.

29. HOLDING OVER. Any holding over after the expiration of this Lease, with the
consent of Owner, will be a month-to-month tenancy at a monthly rent of $
9,800.00 , payable in advance and otherwise subject to the terms of this Lease,
as applicable, until either party will terminate the tenancy by giving the other
party thirty (30) days written notice.

30. TIME. Time is of the essence of this Lease.

31. HEIRS, ASSIGNS, SUCCESSORS. This Lease is binding upon and inures to the
benefit of the heirs, assigns, and successors of the parties.

32. TAX INCREASE. In the event there is any increase during any year of the term
of this Lease in real estate taxes over and above the amount of such taxes
assessed for the tax year during which the term of this Lease commences, Lessee
will pay to Lessor an amount equal to 0 % of the increase in taxes upon the land
and building in which the leased premises are situated. In the event that such
taxes are assessed for a tax year extending beyond the term of the Lease, the
obligation of Lessee will be prorated. Lessee will not be responsible for any
tax increase occasioned solely by a sale or transfer of the premises by Lessor.
33. OPTION TO RENEW. Provided that Lessee is not in default in the performance
of this Lease, Lessee will have the option to renew the Lease for an additional
term of 60 months commencing at the expiration of the initial Lease term. All of
the terms and conditions of the Lease will apply during the renewal term, except
that the monthly rent will be the sum of $ 9,800.00 which will be adjusted after
commencement of the renewal term in accordance with the cost of living increase
provision set forth in Item 2. The option will be exercised by written notice
given to Lessor not less than 60 days prior to the expiration of the initial
Lease term. If notice is not given within the time specified, this Option will
expire.

34. AMERICANS WITH DISABILITIES ACT. The parties are alerted to the existence of
the Americans With Disabilities Act, which may require costly structural
modifications. The parties are advised to consult with a professional familiar
with the requirements of the Act.

Lessee r 1 [ 1 has read this page.

CAUTION: The copyright laws of the United States forbid the unauthorized
reproduction of this form by any means including scanning or computerized
formats. Page 3 of 4 FORM 107.3 (10-2003) COPYRIGHT @ 1993-2003 BY PROFESSIONAL
PUBLISHING, 365 BEL MARIN KEYS BLVD" SUITE 100. NOVATO, CA 94949 (415) 884-2164
IDjI PROFESSIONAL 1!QI PUBLISHINC Foml generated by TrueForms'" from
REVEAL@JsVSTEMS, Inc 800-499-9612

Property Address 4655 East Ivy Street 101,102,104

35. LESSOR'S LIABILITY. In the event of a transfer of lessor's title or interest
to the property during the term of this lease, lessee agrees that the grantee of
such title or interest will be substituted as the lessor under this lease, and
the original lessor will be released of all further liability; provided, that
all deposits will be transferred to the grantee. 36. ESTOPPEL CERTIFICATE. (a)
On ten (10) days' prior written notice from lessor, lessee will execute,
acknowledge, and deliver to lessor a statement in writing: [1] certifying that
this lease is unmodified and in full force and effect (or, if modified, stating
the nature of such modification and certifying that this lease, as so modified,
is in full force and effect), the amount of any security deposit, and the date
to which the rent and other charges are paid in advance, if any; and [2]
acknowledging that there are not, to lessee's knowledge, any uncured defaults on
the part of lessor, or specifying such defaults if any are claimed. Any such
statement may be conclusively relied upon by any prospective buyer or
encumbrancer of the premises.


<PAGE>

(b) At lessor's option, lessee's failure to deliver such statement within such
time will be a material breach of this lease or will be conclusive upon lessee:
[1] that this lease is in full force and effect, without modification except as
may be represented by lessor; [2] that there are no uncured defaults in lessor's
performance; and [3] that not more than one month's rent has been paid in
advance. (c) If lessor desires to finance, refinance, or sell the premises, or
any part thereof, lessee agrees to deliver to any lender or buyer designated by
lessor such financial statements of lessee as may be reasonably required by such
lender or buyer. All financial statements will be received by the lessor or the
lender or buyer in confidence and will be used only for the purposes set forth.
37. SUBORDINATION. This lease, at Lessor's option, will be subordinate to any
mortgage, deed of trust, or other security now existing or later placed upon the
property; provided, however, that Lessee's right to quiet possession will not be
disturbed if Lessee is not in default on the payment of rent or other provision
of this lease.

38. ENTIRE AGREEMENT. The foregoing constitutes the entire agreement between the
parties and may be modified only in writing signed by all parties. The following
exhibits are a part of this lease:

Exhibit A:

Exhibit B:

39. ADDITIONAL TERMS AND CONDITIONS. Lessor agrees to reduce the monthly rent by
1/2 for Feb, March and April of 2004.

Lessee agrees to rent suite 103 when vacated by current tenant rate to be the
same price per SF as paying for 101,102,104

The undersigned lessee acknowledges thoroughly read and approved each of the
provisions contained in this Offer, and agrees to the terms and conditions
special

Lessee_________Date__________ Lessee____________ Date_____________
Receipt for deposit acknowledged by_________________________Date____________

                                   ACCEPTANCE

The undersigned Lessor accepts the foregoing Offer and agrees to lease the
premises on the terms and conditions set forth above.

NOTICE: The amount or rate of real estate commissions is not fixed by law. They
are set by each broker individually and may be negotiable between the owner and
broker.

The lessor agrees to pay to Arizona Home, the Broker in this transaction, the
sum of $ 14.544.00 for services rendered and authorizes Broker to deduct said
sum from the deposit received from Lessee.

In the event the Lease is extended for a definite period of time or on a
month-to-month basis after expiration of the original term, Lessor will pay to
Broker an additional commission of % of the total rental for the extended
period. This commission will be due and payable at the commencement of the
extended period if for a fixed term, or if on a month-to-month basis, at the
termination of lessee's occupancy or one year, whichever is earlier.

In any action for commission, the prevailing party will be entitled to
reasonable attorney fees.

Lessor_____________ Date____________Lessor____________ Date__________________
TGR Properties

lessor's Address 6446-30 East Trailridge

Lessor's Telephone 602-510-0912 Lessor's Fax 602-470-4316

lessee acknowledges receipt of a copy of the accepted lease on (date) [   ][   ]
(initials)

CAUTION: The copyright laws of the United States forbid the unauthorized
reproduction of this form by any means including scanning or computerized
formats.

Page 4 of 4 IDiI PROFESSIONAL FORM 107.4 {10-2003) COPYRIGHT @ 1993-2003 BY
PROFESSIONAL PUBLISHING, 365 BEL MARIN KEYS BLVD" SUITE 100, NOVATO, CA94949
(415) 884-2164 m PUBLISHINC Form generated by' TrueFormsN from
REVEAL(@:1svSTEMS, Inc. 800-499-9612