EXHIBIT 10.8


                                 LEASE AGREEMENT


         THIS  LEASE  AGREEMENT,  is made and  entered  into as of this /flay of
January,  2004, by and between ADRIAN RAND ROBISON and DOROTHY ROBISON,  husband
and wife, referred to herein as "Lessor",  and INTERNATIONAL  ISOTOPES,  INC., a
Texas corporation, referred to herein as "Lessee".

                                   WITNESSETH:

         In  consideration  of the mutual  covenants,  conditions and agreements
contained  herein and the  payment of rents  herein  specified,  it is agreed as
follows:

         1.     DEMISED PREMISES. Lessor does hereby lease, demise and rent unto
Lessee the following  described  premises and all  improvements  located thereon
situated  in the  County of  Bonneville,  State of Idaho,  to-wit  (the  "Leased
Premises"):

                Lot 3 Block  2,  St.  Leon  Industrial  Park,  Division  No.  1,
                according to the recorded plat thereof.

                SUBJECT TO THE FOLLOWING:

                1     Declaration of Covenants,  Conditions and Restrictions for
                      St.  Leon  Industrial  Park,  recorded  in the  records of
                      Bonneville   County,   Idaho,  on  October  22,  1996,  as
                      Instrument No. 930434.

                2     All  existing  easements  or claims of  easements,  patent
                      reservations,  rights-of-way, protective covenants, zoning
                      ordinances,   and  applicable  building  codes,  laws  and
                      regulations,   encroachments,   overlaps,   boundary  line
                      disputes and other  matters which would be disclosed by an
                      accurate survey or inspection of the premises.

         2.     TERM. The term of this Lease Agreement shall be as follows:

                2.1   Initial  Term.  The initial  term of this Lease  Agreement
shall be for a term of five (5)  years  commencing  on  February  1,  2004  (the
"Commencement  Date") and  extending  to midnight on January 31,  2009,  subject
however to prior  termination  as  hereinafter  set forth.  For purposes of this
Lease  Agreement,  the term "Lease  Year" shall refer to the period of time each
year  commencing  on the  1st day  of  February  and ending at midnight on the 3
1st day of January.



<PAGE>

                2.2   Early  Termination of Lease.  Lessee has a patent purchase
pending and Lessee is entering into this Lease  Agreement  under the  assumption
that such patent will be acquired  prior to February 29,  2004.  Notwithstanding
anything  contained  herein to the contrary,  the parties agree that Lessee,  at
Lessee's option,  may terminate this Lease Agreement by giving written notice to
Lessor of such termination prior to 5:00 p.m. Mountain Standard Time on February
29, 2004, if Lessee  determines  prior to such time that such patent will not be
acquired. Such notice of termination must be sent by facsimile to Lessor in care
of Charles A. Homer at 208-523-95 18 prior to 5.00 p.m.  Mountain  Standard Time
on February 29, 2004. If Lessee properly terminates this Lease Agreement in such
manner,  Lessee shall vacate the Leased  Premises within thirty (30) days of the
date such  notice is given and this Lease shall be  terminated  as of such time.
Lessor shall in the event of such early termination retain the $3,000.00 deposit
referred to in paragraph 3.6 herein,  be entitled to receive and retain rent for
the entire  month of February,  2004,  and for any time  thereafter  that Lessee
retains  possession of the Leased  Premises.  Lessee's  right to terminate  this
Lease Agreement in the above  described  manner shall expire if Lessee  does not
send the notice of termination to Lessor in the above manner prior  to 5:00 p.m.
Mountain Standard Time on February 29, 2004.

                2.3   Option to Renew.  The term of this Lease  Agreement may be
extended, at the option of the Lessee, for one (1) successive period of five (5)
years, being herein sometimes referred to as the extended term, as follows:

                      Extended Term   -   Commencing five (5) years from the
                                          Commencement Date and continuing
                                          for five (5) years thereafter.

                      At the  expiration  of the  Initial  Term,  if  this Lease
shall be in full force and effect and the Lessee shall have fully  performed all
of its terms and  conditions,  the Lessee  shall have the option to extend  this
Lease, upon the same terms and conditions,  with rent to be paid as set forth in
Article 3 herein, for an extended term of five (5) years to commence immediately
upon the  termination  of the Initial  Term of this Lease.  The option for  such
extended term shall be exercised by the Lessee giving  written notice thereof to
the Lessor not less than one hundred  eighty (1 80) days prior to the expiration
of the then current term.

                      The extended term shall be upon the same terms,  covenants
and  conditions as the original  term of this Lease.  In the event this Lease is
extended as aforesaid,  a new Lease  Agreement  for the term of  such  extension
shall be unnecessary on such extension, this Lease constituting a present demise
for both the original  and the  extended  term.  Any  termination  of this Lease
during the Initial Term shall terminate all rights of extension hereunder.


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<PAGE>


         3.     RENT AND SECURITY  DEPOSIT.  Lessee  covenants,  stipulates  and
agrees to pay to Lessor as rent for the Leased Premises the following:

                3.1   Lessee shall pay to Lessor monthly rental  payments in the
         amount of $4,309.50 each.

                3.2   At the  conclusion  of each Lease Year  during the term of
         this Lease  Agreement  (the  "Adjustment  Date"),  the monthly  rent as
         specified  herein shall be adjusted  according to the following  terms.
         The  adjusted  rent  shall be based on the  percent  change  in the CPI
         published  by the  Bureau  of Labor  Statistics  of the  United  States
         Department  of Labor for All Urban  Consumers,  U.S.  City Average (All
         Cities)  for All Items with the index base being the  current  official
         base of 1982 -1984 = 100  (hereafter  the "CPI").  The monthly rent due
         following  each  Adjustment  Date shall be increased by a percentage of
         the initial rent  determined by comparison of the CPI on the Adjustment
         Date to the CPI of the Base Month.  The "Base  Month",  for purposes of
         the rent  adjustment  provided  herein  shall be  February,  2004.  The
         adjusted rent shall be computed by creating a fraction, the denominator
         of which is the CPI for the Base Month. The numerator of which shall be
         the CPI on the  Adjustment  Date. This  fraction shall be multiplied by
         the initial rent of $4,309.50 to determine the amount  of the  adjusted
         rent. The adjusted  monthly rent shall be the rent due hereunder during
         the next  ensuing  Lease Year  until the next  Adjustment  Date.  In no
         event, however,  shall the amount of adjusted rent due be reduced below
         the rent of $4,309.50 per month.

                3.3   In the event that the  CPI for the Adjustment  Date is not
         published  or  not  available  on the  Adjustment  Date,  Lessee  shall
         continue  paying rent at the last  effective rate until the CPI for the
         Adjustment  Date  becomes  available.  At that  time the rent  shall be
         adjusted  as  provided  herein  and  Lessee  shall  pay to  Lessor  the
         difference  between the rent due under the proper  adjustment  from the
         Adjustment  Date to the date  the adjusted rent is  calculated  and the
         amount of rent actually paid during that period.

                3.4   In the event the  publication of the CPI identified  above
         is discontinued, the parties hereto shall  thereafter accept comparable
         statistics  on the  cost  of  living  as they  shall  be  computed  and
         published by an official  agency or  department of the United States of
         America or by a responsible  financial  entity of recognized  authority
         then to be selected by the parties hereto, making such revisions as the
         circumstances may require to carry out the intent of this paragraph.


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<PAGE>

                3.5   All monthly rental  payments shall be paid in advance with
         the first months lease payments to be paid on or before February 1,2004
         and all  subsequent  lease  payments to be paid on the 1st day of  each
         month during the term of this Lease Agreement.

                3.6   Lessee has on this date  deposited  with Lessor the sum of
         $3,000.00.  Such deposit  amount of $3,000.00  shall be deposited  with
         Lessor  as  security  for the  faithful  performance  by  Lessee of all
         terms,  provisions,  conditions  and covenants hereof upon the Lessee's
         part to be  kept,  observed  and  performed,  and  said  sum  shall  be
         returned to Lessee after the time fixed as the expiration of this Lease
         Agreement;  provided,  however,  Lessee  shall  have  faithfully  kept,
         observed  and  performed  all the  terms,  provisions,  conditions  and
         covenants on Lessee's part to be kept and  performed;  that in case  of
         default  on the part of Lessee to comply  with the  provisions  hereof,
         said deposit shall be used first for the payment of delinquent  rental,
         secondly for the  payment of costs and  expenses  incurred by Lessor in
         repairing damage to the Leased Premises occasioned by the tenancy,  and
         thirdly,  for the repair and  renovation of the grounds,  occasioned by
         the default on the part of Lessee to comply with the terms hereof.  Any
         surplus over the amount  deposited  hereof,  in excess of the costs and
         expenses of Lessor in repairing  damages due to the fault or neglect of
         Lessee  shall be  returned to Lessee.  In the event the deposit  herein
         made is not sufficient to cover costs of such repair,  Lessee agrees to
         forthwith pay to Lessor, or Lessor's agents,  the amount necessary over
         and above such deposit, to repair the Leased Premises.

                3.7   In the event  Lessee is  delinquent  in paying  the rental
         payments or any other payments  required of Lessee herein all such past
         due payments  shall bear interest at eighteen  percent (1 8%) per annum
         from the date of default until paid.

         4.     ASSIGNMENT OR SUBLEASING.  Lessee shall not assign, mortgage, or
encumber this Lease  Agreement,  nor sublet or permit the Leased Premises or any
part  thereof to be used by others for any  purpose,  without the prior  written
consent of Lessor being first obtained in each instance; provided, however, that
regardless  of any such  assignment or sublease,  Lessee shall remain  primarily
liable for the payment of the rent herein  reserved and  for the  performance of
all the other terms of this Lease Agreement required to be  performed by Lessee.
Lessor does hereby specifically  consent to the sublease of this Lease Agreement
by  Lessee to its  subsidiary,  International  Isotopes  Idaho,  Inc.  Provided,
however,  regardless of such sublease,  Lessee shall remain primarily liable for
the payment of the rent herein reserved and for the performance of all the other
terms of this Lease Agreement required to be performed by Lessee.


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<PAGE>

         5.     USAGE OF PREMISES AND COMPLIANCE WITH LAWS AND INSURANCE. Lessee
shall not use, nor permit the use of the Leased Premises, for any other  purpose
or purposes or under any other trade name without the prior  written  consent of
Lessor.  The Leased  Premises shall not be used for any unlawful  purpose during
the  term of this  Lease  Agreement,  and  Lessee  agrees  to  comply  with  all
restrictive  covenants  (including any further  covenants  which may be recorded
pertaining to the Premises) and all federal,  state, county and city ordinances,
laws and  regulations,  present or future,  affecting  the use of or the type of
business  to be  carried on in the Leased  Premises.  Lessee  shall not use  the
Leased  Premises in a manner  which shall  increase the rate of fire or extended
coverage  insurance on the building  situate on the Leased Premises over that in
effect prior to this Lease Agreement. It is understood that before Lessee or any
sublessee  of Lessee can  conduct  certain  operations  on the  Leased  Premises
contemplated  by Lessee,  a license to conduct such  operations  will need to be
obtained from the nuclear regulatory commission and other governmental agencies.
It is anticipated that in connection with the issuance of such licenses,  Lessee
will be required to obtain a surety bond insuring  against any damages caused to
the Leased Premises by hazardous  waste and materials.  Lessor shall be named as
an insured  party and  beneficiary  of any such  surety bond or  insurance.  THE
PROVISIONS  CONCERNING  HAZARDOUS  WASTE AND  MATERIAL  SET FORTH IN  APPENDIX 1
ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE AND ARE SPECIFICALLY MADE A
PART OF THIS LEASE AGREEMENT.

         6.     UTILITIES.  Lessee  shall  furnish  and timely pay for all heat,
gas,  electricity,  power, water, hot water,  lights,  telephone,  and all other
utilities  of every  type and  nature  whatsoever  used in or about  the  Leased
Premises at Lessee's own cost and  expense,  and shall indemnify  Lessor against
any liability on such account. Lessor shall be under no obligation to furnish or
pay for any of such utilities.

         7.     LESSOR'S  RIGHT OF ENTRY.  Lessor or their agents shall have the
right to enter the Leased  Premises at any reasonable time upon notice to Lessee
to examine the same and determine the state of repair or alteration  which shall
or may be necessary for the safety or preservation of the Leased Premises.

         8.     ALTERATIONS.  No  alteration,  addition,  or  improvement to the
Leased Premises shall be made by Lessee witho.ut the written consent of  Lessor.
Any alteration,  addition or improvement made by Lessee after such consent shall
have been given, and any fixtures  installed as part thereof,  shall at Lessor's
option  become  the  property  of  Lessor  upon the  termination  of this  Lease
Agreement and be surrendered with the Leased Premises;  provided,  however, that
Lessor  shall  have the  right to  require  Lessee to remove  such  fixtures  at
Lessee's cost upon the termination of this Lease Agreement.  Upon the removal of
any such  fixtures,  Lessee  shall be required to promptly  repair any damage or
injury  done to the Leased  Premises  by such  removal  and  restore  the Leased
Premises to as good  condition  as the same are in at the time Lessee shall take
possession,  reasonable wear and tear excepted.  Lessee shall  indemnify  Lessor
against any mechanic's or  materialman's  lien or other lien  arising out of the
making of any alteration, repair, addition, or improvement by  Lessee, and shall
hold Lessor harmless of any such liens or claims,  including reasonable attorney
fees and costs that may be incurred in removing any such liens.


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<PAGE>

         9.     SIGNS.  Lessee shall not affix or maintain  upon the glass panes
or supports of the windows,  doors or the exterior walls of the Leased Premises,
any  signs,  advertising  placards,  names,  insignia,  trademarks,  descriptive
material or any other such like items  except as shall have first  received  the
written approval of Lessor as to the size, type, color,  location,  copy, nature
and display  qualities.  Lessee may,  upon  approval of Lessor,  have windows or
doors of the Leased Premises  painted,  or place decals thereon with the name of
Lessee,  Lessee's  address and business hours,  provided said painting or decals
are removed  upon  termination  or  vacation of the Leased  Premises at Lessee's
expense.


         10.    WASTE. Lessee shall not commit any waste or damage to the Leased
Premises hereby leased, nor permit any waste or damage to be done thereto.

         11.    PROTECTION  OF  PROPERTY.  Lessee  agrees to maintain the Leased
Premises in as good  condition  as the same is in at the time Lessee  shall take
possession of the Leased  Premises,  reasonable  wear and tear excepted.  At the
termination  of this Lease  Agreement in any manner  Lessee will  surrender  the
Leased  Premises to Lessor in the condition  above  described.  Damage to walls,
doors,  windows,  ceiling tiles and other parts of the Leased  Premises shall be
repaired and painted by Lessee at Lessee's sole cost and expense and returned in
good condition at the termination of this Lease Agreement and at the termination
of this Lease  Agreement  carpets  shall be  repaired  and  cleaned by Lessee at
Lessee's cost and expense. Upon the termination of this Lease Agreement,  Lessee
may  remove  any signs  owned by  Lessee  from  the  Leased  Premises,  promptly
repairing  any damage or injury done to the Leased  Premises by such removal and
restoring the Leased Premises to the condition above described.

         12.    MAINTENANCE.  All maintenance  and repair  necessary to keep the
Leased Premises in good condition and repair shall be made at Lessee's sole cost
and expense,  including,  but not limited to, normal  maintenance and repairs to
the  furnace or any other  heating  or air  conditioning  equipment,  electrical
fixtures, all interior and exterior painting and decorating,  glass replacement,
plumbing and sewer  repair,  and all other  repairs of every  kind,  nature  and
description.  Lessee further agrees that all damage or injury done to the Leased
Premises by Lessee or by any person who may be in or upon the Leased Premises at
Lessee's invitation or with Lessee's  permission  shall be repaired by Lessee at
their sole cost and expense.


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<PAGE>

         13.    INSURANCE.

                13.1  Lessee  shall  maintain  and pay  for  adequate  fire  and
         extended coverage insurance upon the improvements located on the Leased
         Premises.

                13.2  Lessee  shall  also  obtain,  at  Lessee's  sole  cost and
         expense, general public liability insurance protecting and indemnifying
         Lessor and Lessee  against all claims for damages to person or property
         or for loss of life or of  property  occurring  upon,  in, or about the
         Leased Premises,  with liability  limits of $50,000.00  property damage
         and  $500,000.00  with  respect  to  injuries  to any one  person,  and
         $1,000,000.00 in respect to any one accident or disaster or incident of
         negligence.

                13.3  Lessee shall  obtain all such  insurance  policies  before
         Lessee takes  possession of the Leased  Premises.  In  the event of any
         loss or  destruction of the Leased  Premises by any insured cause,  the
         insurance  proceeds  paid or payable as a result of said  insured  loss
         shall be paid to Lessor and Lessor shall use such insurance proceeds to
         repair  the  Leased  Premises  unless  as a  result  of  such  loss  or
         destruction  this Lease  Agreement is terminated in accordance with the
         provisions  of paragraph 20 herein.  In the event of such  termination,
         Lessor,  at Lessor's option,  shall determine  whether or not to retain
         the insurance proceeds for other purposes or use the insurance proceeds
         to repair or  restore  the  Leased  Premises.  Lessor  shall  remain as
         co-insured on all such policies.  Such insurance policies shall provide
         that all notices  issued by the  insurance  company  pertaining  to any
         changes in insurance  coverage under the insurance  policy,  delinquent
         premium notices,  or other matters  pertaining to the coverage provided
         by such  insurance  policies  shall be sent to both  Lessor and Lessee.
         Evidence  of such  insurance  policies  shall be  delivered  to Lessor.
         Lessor shall have the right at any time to require Lessee to provide to
         Lessor copy of such insurance policies, together with any amendments or
         additions to such  insurance  policies  and evidence  that all payments
         required to be made in order to maintain such  insurance in full course
         and effect have been paid in full by Lessee.

         14.    TAXES AND  ASSESSMENTS.  Lessee shall pay all real estate taxes,
real property  assessments and Owner's  Association  dues or assessments  levied
against  the Leased  Premises  pertaining  to the term of this Lease  Agreement.
Lessee  shall pay all other  taxes,  licenses,  and  assessments  of every kind,
nature and  description,  including all taxes and  assessments on any equipment,
machinery, or assets of any kind or nature placed in or upon the Leased Premises
by Lessee.


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         15.    FIRE RISK.  Lessee shall not do anything in the Leased  Premises
or bring or keep anything  therein which in any way increase or tend to increase
the risk of fire or  damage  by  explosion,  or  which  will  conflict  with the
regulations  of the fire  department  or fire laws,  or with any fire  insurance
policy on the  building  or any part  thereof,  or with any rules or  ordinances
established  by the Health  Department or with any municipal,  state,  county or
federal laws, ordinances or regulations.

         16.    ACCEPTANCE OF PREMISES.  Lessee has examined the Leased Premises
and the buildings and improvements  situate thereon, and accepts the same in the
condition and state of repair they are now in.

         17.    QUIET  ENJOYMENT.  Lessor  covenants and warrants that if Lessee
shall  faithfully and fully discharge the obligations  herein set forth,  Lessee
shall  have and  enjoy  during  the term of this  Lease  Agreement,  a quiet and
undisturbed  possession  of  the  Leased  Premises,  together  with  all  of its
appurtenances.

         18.    LESSEE INDEMNIFICATION. Lessee covenants and agrees not to do or
suffer  anything to be done by which persons or property in or about or adjacent
to the Leased  Premises may be injured,  damaged,  or endangered.  Lessee hereby
agrees to indemnify  Lessor against and to hold Lessor harmless from any and all
claims or demands  for loss of or damage to  property  or for injury or death to
any  person  from any cause  whatsoever  while  in,  upon,  or about the  Leased
Premises  during  the term of this Lease  Agreement  or any  extension  thereof.
Lessee  shall,  at Lessee's own expense,  maintain  any  workman's  compensation
insurance or any other form of insurance  required by law upon the  employees or
agents employed by Lessee and Lessor shall have no  responsibility  with respect
thereto.

         19.    CONDEMNATION. If the Leased Premises, or any substantial portion
thereof,  is condemned or taken by right of eminent  domain,  or by purchase  in
lieu thereof,  then and in any such event,  this Lease Agreement shall terminate
and cease as of the time when  possession  is taken by the public  authority and
rental  shall be accounted  for between  Lessor and Lessee as of the date of the
surrender of  possession.  Such  termination  shall be without  prejudice to the
rights of either Lessor or Lessee to recover  compensation  from  the condemning
authority for any loss or damage caused by such condemnation. Neither Lessor nor
Lessee  shall have any rights in or to any award or payment made to the other by
the condemning authority.


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         20.    DESTRUCTION.  It is  understood  and agreed that if the building
upon the Leased  Premises  shall be  destroyed  by fire,  the  elements,  riots,
insurrections,  explosions or any other cause,  or be so damaged thereby that it
becomes  untenantable and cannot be rendered  tenantable within ninety (90) days
from the date of such damage,  this Lease  Agreement may be terminated by either
Lessor or  Lessee;  provided,  however,  that in the event  the  building  is so
damaged,  Lessee shall not be required to pay the rental herein  provided during
the term the Leased  Premises are wholly unfit for occupancy.  In the event that
only a portion of the Leased Premises be damaged or become  untenantable,   then
the rental during the period that said premises  remain  partially  untenantable
shall be reduced in the proportion that the  untenantable  portion of the Leased
Premises bear to the total thereof.  Lessor shall make all reasonable effort  to
repair the Leased Premises within ninety (90) days or  upon such extended period
as both parties shall agree, provided that if said partially tenantable premises
cannot be  rendered  fully  tenantable  within said ninety (90) days or extended
period agreed upon by both Lessor or Lessee,  from the date of said damage, this
Lease Agreement can be terminated by either Lessor or Lessee.

         21.    DEFAULT

                A.    Time  and  prompt  performance  of each  and  every  term,
         covenant and  condition of this Lease  Agreement is material and of the
         essence of this Lease Agreement.  Every term, covenant and condition is
         a material  term,  covenant  and  condition  of this  Lease  Agreement.
         Performance  means  compliance  that is full and to the  letter of this
         Lease  Agreement.   Substantial  compliance  will  not  be  sufficient.
         Performance  by Lessee  is a  condition  precedent  to  performance  by
         Lessor.

                B.    The  following  or any of  them  constitute  an  event  of
         default of the terms of this Lease Agreement:

                      (1)   Failure by Lessee to pay when due any installment of
                rent or any other sum herein  specified  to be paid by Lessee if
                the failure  continues for three (3) days after  written  notice
                has been given to Lessee;

                      (2)   Abandonment  of   the  Leased   Premises  by  Lessee
                without cause (for the purposes hereof the failure to occupy and
                operate the Leased Premises for ten (10)  consecutive days shall
                be conclusively  deemed an abandonment of the Leased Premises by
                Lessee);

                      (3)   Failure by Lessee to perform any other  provision of
                this  Lease  Agreement  required  of Lessee,  if the  failure to
                perform  the same is  not cured  within  thirty  (30) days after
                written notice has been given to Lessee;



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<PAGE>

                      (4)   If Lessee shall file or have filed against Lessee in
                any court  pursuant to any statute,  either in the United States
                or of any other state,  a Petition in Bankruptcy or  Insolvency,
                or for  reorganizations,  or for  appointment  of a receiver  or
                trustee of all or a substantial portion of the property owned by
                Lessee,  or if Lessee  makes an  assignment  for the  benefit of
                creditors, or an execution or attachment shall be issued against
                Lessee on all or a  substantial  portion of  Lessee's  property,
                whereby  all or any  portion of the Leased  Premises  covered by
                this Lease Agreement or any improvements thereon shall be  taken
                or  occupied,  or  attempted  to be taken or occupied by someone
                other than Lessee,  except as may herein be otherwise  expressly
                permitted,  and  such  adjudication,   appointment,  assignment,
                petition,  execution  or  attachment  shall  not be  set  aside,
                vacated,  discharged or bonded within thirty (30) days after the
                termination, issuance, or filing of the same; and

                      (5)   The  taking by any  person,  except by Lessor or its
                agents or  affiliates,  of the leasehold  created  hereby or any
                part thereof upon  execution,  or other process of law or equity
                other than by assignment or sublease.


                C.    Upon  the  occurrence  of any  event of  default,  and the
         failure,  neglect  or  refusal  of Lessee to cure the same  during  any
         notice  period  required  for such  default  specified  above,  without
         further notice to Lessee,  Lessor shall be entitled to effectuate  such
         rights and remedies against Lessee as are available to Lessor under the
         terms of this  Lease  Agreement  and the  laws  of the State of  Idaho,
         including, without limitation, the following remedies:

                      (1)   Lessor shall have the immediate  right,  but not the
                obligation, to terminate this Lease Agreement, and all rights of
                Lessee  hereunder by giving  Lessee  written  notice of Lessor's
                election to terminate. No act by Lessor other than giving notice
                to Lessee shall terminate this Lease Agreement.  In the event of
                such  termination,   Lessee  agrees  to  immediately   surrender
                possession of the Leased Premises.  Should Lessor terminate this
                Lease  Agreement,  it may recover from Lessee all damages Lessor
                may incur by reason of Lessee's  breach,  including  the cost of
                recovering the Leased  Premises,  reasonable  attorney fees, and
                the worth at the time of such termination of the excess, if any,
                of the amount of rent and charges equivalent to rent reserved in
                this Lease  Agreement  for the remainder of the stated term over
                the then reasonable  rental value of the Leased Premises for the
                remainder  of the  stated  term,  all of which  amount  shall be
                immediately  due and payable  from Lessee to Lessor.


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<PAGE>

                      (2)   Lessor shall also have the right, without process of
                law,  to enter the Leased  Premises  and remove all  persons and
                property from the Leased Premises without being deemed guilty of
                or liable in trespass.  No such re-entry or taking possession of
                the Leased  Premises by Lessor shall be construed as an election
                on its part to terminate this Lease  Agreement  unless a written
                notice of such  intention is given by Lessor to Lessee.  No such
                action  by  Lessor  shall be  considered  or  construed  to be a
                forcible entry.

                      (3)   Lessor  may,  at any  time,  and from  time to time,
                without  terminating  this Lease  Agreement,  enforce all of its
                rights and remedies  under this Lease  Agreement,  or allowed by
                law or equity,  including  the right to  recover  all rent as it
                becomes due.

                      (4)   In  addition  to the other  rights of Lessor  herein
                provided,  Lessor shall have the right, without terminating this
                Lease Agreement,  at its option, with or without process of law,
                to reenter and retake possession of the Leased Premises, and all
                improvements  thereon,  and  collect  rents from  any  Sublessee
                and/or  sublet the whole or any part of the Leased  Premises for
                the account of Lessee, upon any terms or  conditions  determined
                by Lessor.  Lessee shall be liable immediately to Lessor for all
                costs Lessor incurs in reletting the Leased Premises,  including
                without   limitation,   brokers'   commissions,    expenses   of
                remodeling the Leased Premises  required by  the reletting,  and
                like  costs.  Re-letting  can be for a period  shorter or longer
                than the remaining term of this Lease Agreement. In the event of
                such re-letting, Lessor shall have the right to collect any rent
                which may become  payable  under any sublease and apply the same
                first  to  the  payment  of  expenses   incurred  by  Lessor  in
                dispossessing  Lessee,  and in re-letting  the Leased  Premises,
                and, thereafter,  to the payment of the  rent herein required to
                be  paid  by  Lessee,  in  fulfillment  of  Lessee's   covenants
                hereunder;  and  Lessee  shall be liable to Lessor  for the rent
                herein required to be paid, less any amounts  actually  received
                by  Lessor  from a  sublease,  and  after  payment  of  expenses
                incurred,  applied on account of the rent due hereunder.  In the
                event of such  election,  Lessor  shall  not be  deemed  to have
                terminated  this Lease  Agreement  by taking  possession  of the
                Leased Premises unless notice of  termination,  in writing,  has
                been given by Lessor to Lessee.

                D.    The  remedies   provided  in  this  Lease   Agreement  are
         cumulative  in addition to any remedies now or later  allowed by law or
         equity.  The exercise of any remedy by Lessor shall not be exclusive of
         the right to effect any other remedy, allowed Lessor under the terms of
         this Lease Agreement, or now or later allowed by law or equity.


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<PAGE>

                E.    Any delay by Lessor  in enforcing  the terms of this Lease
         Agreement  or any  considerations  or  departures  therefrom  shall not
         operate  to waive or be deemed  to be a waiver of any right to  require
         compliance that is full and to the letter of this Lease Agreement or to
         thereafter require  performance by Lessee in strict accordance with the
         terms of this Lease Agreement.

                F.    In the event that any remedy  granted to Lessor  under the
         terms of this Lease  Agreement  is held void or  unenforceable,  Lessor
         shall  nevertheless  have all of the other  remedies  provided  in this
         Lease Agreement that are not contrary to law.

                G.    Lessee  hereby  expressly  waives  any and all  rights  of
         redemption  granted by or under any present or future laws in the event
         of Lessee being evicted or dispossessed  for any cause, or in the event
         of Lessor obtaining  possession of the Leased Premises by reason of the
         violation  by Lessee of any of the  covenants  and  conditions  of this
         Lease Agreement or otherwise.

         22.    ENFORCEMENT.  Should either party default in the  performance of
any covenants or agreements contained herein, such defaulting party shall pay to
the other party all costs and expenses, including but not limited to, reasonable
attorney  fees,  including such fees on appeal,  which the prevailing  party may
incur in enforcing this Lease Agreement or in pursuing any remedy allowed by law
for breach hereof.

         23.    LESSOR'S  RIGHT  TO CURE  LESSEE'S  DEFAULTS.  If  Lessee  shall
default in the  performance of any covenant or condition in this Lease Agreement
required to be performed by Lessee, Lessor may, after thirty (30) days notice to
Lessee,  or without notice if in Lessor's opinion an emergency  exists,  perform
such  covenant or condition  for the  account and at  the expense of Lessee,  in
which event Lessee shall reimburse Lessor for all sums paid to effect such cure,
together with interest from the date of the  expenditure at the rate of eighteen
percent  (18%)  per annum and  reasonable  attorney  fees.  All amounts owed  by
Lessee to Lessor under this  paragraph  shall be  additional  rent.  In order to
collect such additional rent Lessor shall have all the remedies  available under
this Lease  Agreement for a default in the payment of rent and the provisions of
this paragraph shall survive the termination of  this Lease  Agreement.  Nothing
in this paragraph provided shall in any way require Lessor to perform or correct
any such defaults on the part of Lessee.

         24.    NOTICES.  Service of any notice  permitted or required under the
terms of this Lease  Agreement  shall be deemed complete upon the deposit of the
same in the United States


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<PAGE>

         27.    LESSEE AS  INDEPENDENT  CONTRACTOR.  Lessee's  use of the Leased
Premises  shall be as an  independent  contractor  and nothing  herein  shall be
deemed to create a partnership,  joint venture,  employment,  or  master-servant
relationship between the parties.

         28.    IDAHO LAW GOVERNS.  This Lease  Agreement  shall be governed by,
construed,  and enforced in  accordance  with the laws of the State of Idaho.

         29.    MODIFICATION. This Lease Agreement contains the entire agreement
between the parties,  and may not be modified or changed orally,  but only by an
agreement  in writing and signed by the party  against whom  enforcement  of any
waiver, change, modification, or discharge is sought.

         30.    SEVERANCE AND VALIDITY. In the event any provision of this Lease
Agreement  or any part  thereof  shall be  determined  by any court of competent
jurisdiction  to be invalid,  void,  or otherwise  unenforceable,  the remaining
provisions  hereunder or parts  thereof,  shall remain in full force and effect,
and shall in no way be  affected,  impaired  or  invalidated  thereby,  it being
agreed  that such  remaining  provisions  shall be  construed  in a manner  most
closely  approximating the intention of the parties with respect to the invalid,
void or unenforceable provision or part thereof.

         31.    BINDING ON SUCCESSORS.  It is further expressly agreed, that the
provisions,  stipulations, terms, covenants, conditions and undertakings in this
Lease Agreement and any renewals  thereof shall inure to the benefit of and bind
the heirs,  executors,  administrators  and assigns or successors in interest of
both the Lessor and Lessee.

         32.    MUTUAL RELEASE OF LIABILITY TO THE EXTENT OF INSURANCE COVERAGE.
Neither  Lessor  nor  Lessee  shall be  liable  to the  other  for any  business
interruption  or any loss or damage to property or injury to or death of persons
occurring on the Leased  Premises or the  adjoining  property,  or in any manner
growing out of or  connected  with  Lessee's  use and  occupation  of the Leased
Premises,  or the condition thereof, or the adjoining  property,  whether or not
caused by the negligence or other fault of Lessor or Lessee or their  respective
agents, employees, subtenants, licensees, or assignees. This release shall apply
only to the extent that such business  interruption  loss or damage to property,
or injury to or death of persons is covered by insurance,  regardless of whether
such  insurance is payable to or protects  Lessor or Lessee or both.  Nothing in
this paragraph shall be construed to impose any other or greater  liability upon
either Lessor or Lessee than would have existed in the absence of the paragraph.
This  release  shall  be in  effect  only so long  as the  applicable  insurance
policies  contain a clause to the effect that this release  shall not affect the
right of the insured to recover under such policies.



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<PAGE>


                                   APPENDIX 1
                    HAZAKDOUS WASTE AND MATERIAL - INDEMNITY

         Lessee  shall not  cause or  permit  any  Hazardous  Waste or  Material
(hereafter  defined)  to be brought  upon,  kept or used in or  about the Leased
Premises by Lessee,  or agents,  employees,  contractors  or invitees of Lessee,
expect in strict compliance with all applicable  federal.  state and local laws.
statutes. ordinances and regulations.  Lessee agrees to indemnify, save and hold
Lessor  harmless  from and  against  any  claim,  liability,  damage,  judgment,
penalty, fine, cost, loss or expenses, including, without limitation, diminution
in value of the  Leased  Premises,  damages  for loss or  restriction  on use of
rentable  or usable  space or of any  amenity  of the Leased  Premises,  damages
arising  from any  adverse  impact  on  marketing  of  space,  and sums  paid in
settlement of claims,  reasonable  attorney's fees,  reasonable consultant fees,
engineer's fees and other expert fees,  which arise from or relate to the breach
by Lessee of the  prohibition  herein  contained and which arise during or after
the  lease  term as a  result  of said  breach.  This  indemnification  and hold
harmless  of the Lessor by the Lessee for the breach of the  prohibition  herein
contained includes, without limitation,  reasonable costs incurred in connection
with an investigation  of site conditions or any clean up, remedial,  removal or
restoration work required by any federal,  state or local governmental agency or
political subdivision because of Hazardous Waste or Material present in the soil
or ground water on or under the Leased Premises caused by or  resulting from the
breach by Lessee of the  prohibition  herein  contained.  Without  limiting  the
foregoing,  if the  presence  of any  Hazardous  Waste or Material on the Leased
Premises is caused or  permitted by Lessee and results in any  contamination  of
the Leased  Premises,  Lessee shall  promptly take all  actions at Lessee's sole
cost and  expense  as are  necessary  to  return  the  Leased  Premises  to  the
condition  necessary  to meet the  requirements  of any  competent  governmental
authorities with jurisdiction over the Leased Premises.

         As used herein,  the term  "Hazardous  Waste  or  Material"  means  any
hazardous or toxic substance, material or waste which is or becomes regulated by
any  local,  state or  governmental  authority  charged  with  interpreting  and
enforcing the various statutes identified in this paragraph or similar statutes,
or their state or local  counterparts.  The term  "Hazardous  Waste or Material"
includes,  without  limitation,  any  material,  waste or substance  that is (i)
petroleum,  (ii) asbestos, (iii) designated as a "pollutant" pursuant to Section
311 of the Federal Water Pollution Control Act (33 U.S.C. ss.1321), (iv) defined
as a "Hazardous Waste" pursuant to ss 1004 of the Federal Resource  Conservation
and Recovery Act, 42 U.S.C. ss.6901, et. seq. (42 U.S.C.  ss.6903), or the Idaho
Hazardous  Waste  Management Act of 1983,  Title 39, Chapter 44, Idaho Code, (v)
defined  as a  "hazardous  substance"  pursuant  to ss.101 of the  Comprehensive
Environmental  Response,  Compensation  and Liability Act, 42 U.S.C. ss.9501, et
seq.,  (vi) or otherwise  regulated under the Toxic  Substances  Control Act, 15
U.S.C.  ss.2601,  et seq.;  the Clean Air Act, 42 U.S.C.  ss.7401,  et seq.; the
Clean Water Act, 33 U.S.C.  ss.1251,  et seq.;  or (vii) defined as a "regulated
substance"  pursuant to subchapter IX, Solid Waste  Disposal Act  (regulation of
underground storage tanks), 42 U.S.C. ss.6991, et seq.



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