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                                                                   EXHIBIT 10.13


STATE OF CALIFORNIA                               DEPARTMENT OF GENERAL SERVICES
                                                  REAL ESTATE SERVICES DIVISION
JOINT VENTURE BY-STATE LEASE AGREEMENT



  LEASE COVERING PREMISES LOCATED AT         LEASE NO.: L-1724
  CHUCKAWALLA VALLEY STATE PRISON
  19025 WILEYS WELL ROAD
  BLYTHE,CA 92225
  AGENCY
  DEPARTMENT OF CORRECTIONS

This Lease, dated for reference purposes only, this first day of August 1998,
by and between the State of California, acting by and through its Director of
General Services, with the approval of the Department of Corrections
hereinafter called STATE, and Labor-to-Industry Inc., hereinafter called
LESSEE. The parties agree as follows:

                                   WITNESSETH

The STATE, by virtue of Title 15, Article 9, Section 3480 of the California
Code of Regulations, has added the Joint Venture Program, which seeks to
contract with privately owned businesses in a unique cooperative venture to
produce goods or services.

Pursuant to Section 14672.16(a) of the Government Code, Proposition 139,
effective November 7, 1990, known as the "Prison Inmate Labor Initiative of
1990", the primary purposes of the Joint Venture Program are to establish
contracts that give priority to inmate employment which will retain or reclaim
jobs in California, support emerging California industries or create jobs for a
deficient labor market and further rehabilitation, provide vocational training,
develop job skills and qualify inmates for employment upon release from the
institution.

LESSEE agrees to enter into a cooperative venture with the STATE to manufacture
and produce goods at the Chuckawalla Valley State Prison (CVSP), utilizing and
hiring the services of inmates of the STATE in accordance with the terms and
conditions Stated in the Standard Agreement #CV98042, dated September 1, 1998,
between the California Department of Corrections (CDC) and the LESSEE.

DESCRIPTION                1.       STATE does hereby lease to LESSEE, and
                                    LESSEE hereby hires from STATE
                                    approximately 20,300 (square feet) of
                                    warehouse space, and approximately 16,000
                                    (square feet) of space on C Facility for a
                                    total of 36,300 square feet, located within
                                    the boundaries of CVSP, situated in the
                                    County of Riverside, State of California,
                                    hereinafter called the Premises, as
                                    outlined in red on Exhibits "A", "B-l" and
                                    "B-2" incorporated herein and by this
                                    reference, made a part hereof.

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TERM                       2.       The term of the Lease shall be for a period
                                    of five (5) years, commencing on
                                    September 1, 1998 and terminating on
                                    August 31, 2003, with such rights of
                                    termination as may be hereinafter expressly
                                    set forth.

                                    This Lease may be renewed in writing by the
                                    parties for additional successive five (5)
                                    year terms, which shall not exceed fifty
                                    (50) years total.

                                    The provisions of each renewal shall be
                                    negotiated between the parties and are
                                    subject to the Department of General
                                    Services approval.

RENT                       3.       Effective December 1, 1998, the monthly
                                    rental rate shall be SEVEN HUNDRED TWENTY
                                    SIX DOLLARS AND NO CENTS ($726.00), payable
                                    monthly, in advance.

                                    Payments shall be made as follows:

                                      Department of General Services
                                      Attn.: Receivable Unit, PAL (#L-1724)
                                      P. O. Box 151
                                      Sacramento, CA 95812-0151

UTILITIES                  4.       a. LESSEE agrees to pay all water, electric
                                    and other utility charges in connection
                                    with LESSEE's use of the Premises during
                                    the term of this Lease. STATE assumes no
                                    liability for the existence or
                                    non-existence nor service connection to
                                    said utilities. Direct billing by CVSP will
                                    be charged each month in arrears, based
                                    upon estimated use, beginning on the first
                                    day of each month starting October 1, 1998.
                                    Payment shall be made directly to CVSP, in
                                    person or mailed to the address as shown in
                                    Paragraph 14 herein.

                                    b. LESSEE acknowledges the existence of an
                                    interruptible power supply agreement with
                                    Southern California Edison. In the event of
                                    a power loss, the LESSEE shall have the
                                    same rate of commercial power recovery as
                                    CVSP.

                                    c. Installation, monthly billing,
                                    maintenance and removal of any telephone
                                    systems will be the sole responsibility of
                                    the LESSEE.

                                    d. Trash removal shall be the sole
                                    responsibility of the LESSEE.

RENTAL ADJUSTMENT          5.       It is hereby mutually agreed that,
                                    notwithstanding anything to the contrary
                                    herein contained and in the event the costs
                                    to the STATE to furnish space, maintenance
                                    and administrative services increase in any
                                    one year period during the term hereof, the
                                    monthly rental rate shall, at the option of
                                    the STATE, be adjusted to include such
                                    increase in costs, effective upon
                                    commencement of the next following annual
                                    anniversary date of the Lease.

                                    The LESSEE's monthly rate for utilities may
                                    be adjusted to include any increase in the
                                    cost to the STATE for furnishing utilities.
                                    STATE will give LESSEE written notice of
                                    any increase in the utility rate thirty
                                    (30) days prior to such date when said
                                    increase shall become effective.

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TERMINATION                6.       The parties hereto agree that either party
                                    may terminate this Lease at anytime during
                                    the term hereof by giving notice to the
                                    other party in writing thirty (30) days
                                    prior to the date when termination shall
                                    become effective. Notice must be given in
                                    accordance with the instructions contained
                                    in paragraph 14 herein.

USE                        7.       LESSEE agrees to use the Premises for the
                                    purposes of manufacturing of office
                                    furnishings only and for no other purposes.

                                    LESSEE's activities will be conducted
                                    hereunder only in a manner agreed upon by
                                    the STATE and the event any operation or
                                    person is determined objectionable by the
                                    Warden of said institution, LESSEE agrees
                                    to discontinue such operation or remove
                                    such person after notice thereof.

CANCELLATION               8.       Any violation of the terms of this Lease or
                                    of the rules and regulations of CVSP shall
                                    be grounds for immediate cancellation of
                                    the Lease and removal of the LESSEE.

DEFINITION OF ADULT        9.       Adult Offender (AO), as used in this Lease,
OFFENDER                            is anyone under the care, custody, and
                                    control of CDC.

LEASE COORDINATOR         10.       The Warden of CVSP, or designee, is
                                    appointed as the "Lease Coordinator" for
                                    the institution during the term of this
                                    Lease.

LEASE REVIEW              11.       This Lease shall be subject to an annual
                                    review by the STATE, the Lease Coordinator
                                    and the LESSEE, who shall assure the STATE
                                    the original purpose of the Lease is being
                                    carried out and determine what, if any,
                                    adjustments should be made in the terms and
                                    conditions of this Lease.

HOLDING OVER              12.       Any holding over after expiration of the
                                    term of this Lease with the consent of
                                    STATE expressed or implied, shall be deemed
                                    to be a tenancy only from month-to-month.
                                    Said month-to-month tenancy shall be
                                    subject otherwise to all the terms and
                                    conditions of this Lease so far as
                                    applicable.

RECOVERY OF LEGAL FEES    13.       If action be brought by STATE for the
                                    recovery of any rent due under the
                                    provisions hereof or for any breach hereof,
                                    or to restrain the breach of any agreement
                                    contained herein, or for the recovery of
                                    possession of said Premises, or to protect
                                    any right given to STATE against LESSEE,
                                    and if STATE shall prevail in such action,
                                    LESSEE shall pay to STATE such amount of
                                    all costs and expenses including attorney's
                                    fees in said action as the court shall
                                    determine to be reasonable, which shall be
                                    fixed by the court as part of the costs of
                                    said action.

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NOTICES                   14.       All notices herein provided to be given or
                                    which may be given by either party to the
                                    other, shall be deemed to have been fully
                                    given when made in writing and deposited in
                                    the United States mail, certified and
                                    postage prepaid, and addressed as follows:

                                    To the LESSEE:  Labor-To-Industry Inc.
                                                      Chuckawalla Valley
                                                    U.S. Technologies Inc.
                                                    3901 Roswell Road, Suite 300
                                                    Marietta, GA 30062

                                    To the STATE:   Department of General
                                                    Services
                                                    Real Estate Services
                                                    Division
                                                    400 R Street, Suite 5000
                                                    Sacramento, CA 95814

                                    To the STATE:   Department of Corrections
                                    (Institution)   Chuckawalla Valley State
                                                    Prison
                                                    Attn.: Warden
                                                    P.O. Box 2289
                                                    Blythe, CA 92226

                                    The address to which notices may be mailed
                                    to either party may be changed by written
                                    notice given by subject party to the other,
                                    but nothing herein contained shall preclude
                                    the giving of any such notice by personal
                                    service.

RIGHT OF ENTRY            15.       During continuance in force of this Lease,
                                    there shall be and is hereby expressly
                                    reserved to STATE and to any of its
                                    agencies, contractor agents, employees,
                                    representatives or licensees, the right at
                                    any and all times, and any and all places,
                                    to temporarily enter upon said Premises for
                                    STATE purposes.

FAILURE TO PERFORM        16.       In the event of the failure, neglect, or
                                    refusal of LESSEE to do or perform work, or
                                    any part thereof, or any act or thing in
                                    this Lease provided to be done and
                                    performed by LESSEE, STATE shall, as its
                                    option, have the right to do and perform
                                    the same, and LESSEE hereby covenants and
                                    agrees to pay STATE the cost hereof on
                                    demand.

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CONDITION OF PREMISES     17.       LESSEE accepts the Premises as being in good
                                    order, condition and repair, unless
                                    otherwise specified herein, provided,
                                    however, that LESSEE shall conduct a final
                                    walk through of the Premises prior to
                                    occupancy. LESSEE further agrees that on
                                    the last day of the term, or sooner
                                    termination of this Lease, to surrender up
                                    to STATE, the Premises with any
                                    appurtenances or improvements in the same
                                    condition as when received, reasonable use
                                    and wear thereof and damage by act of God
                                    excepted.

                                    LESSEE has inspected said Premises
                                    and it is agreed that the area stated
                                    herein and outlined on Exhibits "A", "B-1",
                                    and "B-2" is only approximate and the STATE
                                    does not hereby warrant or guarantee the
                                    actual area included hereunder.

                                    LESSEE accepts the air compressor located in
                                    C Facility at CVSP as is, and will be
                                    responsible for its repair, maintenance and
                                    certification.

COMPLIANCE                18.       LESSEE agrees to maintain said Premises in
                                    compliance with the sanitation laws and
                                    regulations of the State of California, and
                                    in compliance with all other laws of the
                                    STATE, and the rules and regulations of
                                    CVSP.

                                    LESSEE shall, at his sole cost and expense,
                                    comply with all of the laws and
                                    requirements of all Municipal, State, and
                                    Federal authorities now in force including,
                                    but not limited to, the Mojave Desert Air
                                    Quality Management District or which may
                                    hereinafter be in force pertaining to the
                                    Premises and the use of the Premises as
                                    provided in this Lease.

ABANDONMENT               19.       If the LESSEE abandons, vacates, surrenders,
                                    or is dispossessed by process of law from
                                    the Premises, any personal property
                                    belonging to LESSEE and left on the
                                    Premises shall be deemed to be abandoned,
                                    at the option of the STATE.

EASEMENTS AND             20.       This Lease is subject to all existing
RIGHTS-OF-WAY                       easements and rights of way. STATE further
                                    reserves the right to grant additional
                                    public utility easements as may be
                                    necessary and LESSEE hereby consents to the
                                    granting of any such easement. The public
                                    utility will be required to reimburse
                                    LESSEE for any damages caused by the
                                    construction work on the easement area.

MAINTENANCE               21.       a. STATE shall maintain Premises in
                                    reasonable functional condition during the
                                    term of this Lease.

                                    b. Janitorial services will be provided by
                                    LESSEE during the term of this Lease.

ALTERATIONS/REPAIRS       22.       LESSEE shall not construct improvements upon
                                    the Premises or make alterations hereto,
                                    either temporary or permanent without first
                                    having obtained written approval of STATE.
                                    All improvements and alterations shall be
                                    in compliance with the Public Health and
                                    Safety Codes and shall conform to the
                                    California Occupational Safety and Health
                                    Standards.

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SURRENDER OF PREMISES     23.       Upon termination of this Lease for any
                                    cause, the LESSEE shall remove any and all
                                    equipment and improvements of the LESSEE
                                    and restore the entire Premises to its
                                    condition prior to the execution of this
                                    Lease, except however, the STATE may
                                    approve, in writing, any deviation from
                                    this requirement.

MEDICAL                   24.       With the exception of AO's, no medical
                                    support will be provided to LESSEE or
                                    LESSEE's employees by CVSP or by the STATE,
                                    unless for life threatening emergencies.

PROHIBITED ITEMS          25.       a. Since the Premises are situated on the
                                    grounds of CVSP, the LESSEE will comply
                                    with all rules and regulations adopted by
                                    said Institution. No article or material
                                    which the STATE considers as being
                                    contraband shall be brought on the
                                    Premises. Said rules prohibit, but are not
                                    limited to: beer, alcoholic beverages,
                                    narcotics, the possession or use of
                                    firearms, explosives or edged weapons, or
                                    restricted controlled substances. Any
                                    willful violation of said rules and
                                    regulations or of the terms of this Lease
                                    will be grounds for immediate cancellation
                                    of this Lease and removal of the LESSEE.

                                    b. No cellular phones or two-way radio
                                    systems will be used on institutional
                                    grounds by LESSEE or LESSEE's employees.
                                    Cordless phones and pagers will be allowed
                                    only with prior approval of the warden.

                                    c. Smoking is not allowed in or upon the
                                    Premises.

HOLD HARMLESS             26.       This Lease is made upon the express
                                    condition that the State of California is to
                                    be free from all liability and claims for
                                    damages by reason of any injury to any
                                    person or persons, including LESSEE, or
                                    property of any kind whatsoever and to
                                    whomsoever belonging including LESSEE, from
                                    any cause or causes whatsoever while in,
                                    upon, or in any way connected with the
                                    Premises during the term of this Lease or
                                    any occupancy hereunder, except those
                                    arising out of the sole negligence of the
                                    STATE. LESSEE agrees to defend, indemnify,
                                    and save harmless the State of California
                                    from all liability, loss, cost or
                                    obligation on account of or arising out of
                                    any such injury or loss, however occurring.
                                    LESSEE further agrees to provide necessary
                                    Workers Compensation Insurance for all non
                                    AO employees of LESSEE upon said Premises
                                    at the LESSEE's own cost and expense.

DAMAGE TO PROPERTY        27.       Notwithstanding any other language to
                                    the contrary, the STATE, its agents or
                                    employees shall not be liable or
                                    responsible for any damage to property or
                                    persons on the Premises pursuant to this
                                    Lease caused by acts of the AOs of the
                                    STATE or by employees of CVSP while in the
                                    performance of their duties in respect to
                                    the AOs. LESSEE understands that the
                                    Premises are a part of a correctional
                                    institution and such possible damage or
                                    injury is one of the risks of occupancy.
                                    CVSP reserves the right to go on the
                                    Premises for search and to preserve law and
                                    order, or to perform any other act or acts
                                    necessary or advisable for the welfare of
                                    such AOs.

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INSURANCE                 28.       LESSEE shall furnish a Certificate of
                                    Insurance with the STATE's Lease Number
                                    indicated on the face of said certificate,
                                    issued to STATE with amounts of Commercial
                                    General Liability of at least $1,000,000
                                    per occurrence and Fire Legal Liability of
                                    at least $100,000 naming the State of
                                    California, its officers, agents and
                                    employees as additional insureds. Said
                                    certificate of insurance shall be issued by
                                    an insurance company with a rating which is
                                    acceptable to the Department of General
                                    Services, Office of Risk and Insurance
                                    Management.

                                    It is agreed that STATE shall not be liable
                                    for the payment of any premiums or
                                    assessments on the insurance coverage
                                    required by this paragraph. The Certificate
                                    of Insurance shall provide that the insurer
                                    will not cancel the insured's coverage
                                    without thirty (30) days prior written
                                    notice to STATE. LESSEE agrees that the
                                    insurance herein provided for shall be in
                                    effect at all times during the term of the
                                    Lease. In the event said insurance coverage
                                    expires at any time or times during the
                                    term of this Lease, LESSEE agrees to
                                    provide STATE, at least thirty (30) days
                                    prior to said expiration date, a new
                                    Certificate of Insurance, evidencing
                                    insurance coverage as provided for herein
                                    for not less than one (1) year. New
                                    Certificates of Insurance are subject to
                                    the approval of the Department of General
                                    Services. In the event LESSEE fails to keep
                                    in effect at all times, insurance coverage
                                    as herein provided, STATE may, in addition
                                    to any other remedies it may have,
                                    terminate this Lease upon the occurrence of
                                    such event.

LOSSES                    29.       The STATE will not be responsible for
                                    losses, or damage to personal property,
                                    equipment or material of the LESSEE or
                                    LESSEE's employees or agents. All losses
                                    shall be reported to the STATE immediately
                                    upon discovery.

TAXES/ASSESSMENTS         30.       LESSEE agrees to pay all lawful taxes,
                                    assessments, or charges which at anytime
                                    may be levied upon interest in this
                                    agreement. It is understood that this Lease
                                    may create a possessory interest subject to
                                    property taxation and LESSEE may be subject
                                    to the payment of property taxes levied on
                                    such interest.

NON-DISCRIMINATION        31.       LESSEE agrees that it will not discriminate
                                    against any employee or applicant for
                                    employment because of race, color, religion,
                                    ancestry, national origin, sex, age or
                                    physical handicap. LESSEE agrees to ensure
                                    that applicants are employed and that
                                    employees are treated during employment,
                                    without regard to their race, color,
                                    religion, ancestry, national origin, sex,
                                    age or physical handicap. (See California
                                    Government Code Sections 12920-12994 for
                                    further details.)

DEBT LIABILITY            32.       STATE will not be liable for any debts or
                                    claims that arise from the DISCLAIMER
                                    operation of this Lease.

PARTNERSHIP DISCLAIMER    33.       LESSEE and any and all agents and employees
                                    of LESSEE shall act in an independent
                                    capacity and not as officers or employees
                                    of the STATE. Nothing herein contained
                                    shall be construed as constituting the
                                    parties herein as partners.

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ENVIRONMENTAL             34.       A. The LESSEE agrees to comply with all
COMPLIANCE                          applicable Federal, State and local
                                    regulations pertaining to hazardous
                                    materials' use, storage and disposal. The
                                    LESSEE shall indemnify and hold harmless
                                    the STATE and its agents and
                                    representatives for any violation of
                                    environmental and/or hazardous materials
                                    law caused by LESSEE or LESSEE's
                                    representatives. Furthermore, LESSEE shall
                                    reimburse the STATE for any and all costs
                                    related to investigation, clean up and/or
                                    fines incurred by the STATE for
                                    environmental regulation non-compliance by
                                    the LESSEE or LESSEE's representative.

                                    B. If the LESSEE is required to prepare a
                                    Business Plan, as specified by Health and
                                    Safety Code Section 25500 et seq., or a
                                    Hazardous Waste Contingency Plan, as
                                    specified in 22 CCR 66264.51 et seq., then
                                    a copy of the plan shall be submitted first
                                    to the Associate Warden, Business Services.

                                    C. If LESSEE or LESSEE's representative
                                    generates any regulated hazardous wastes on
                                    the STATE's property, LESSEE agrees to
                                    dispose of such wastes in accordance with
                                    all applicable Federal, State and local
                                    regulations. Copies of all hazardous waste
                                    manifests or disposal certificates shall be
                                    submitted to the Associate Warden, Business
                                    Services.

                                    D. Storage of hazardous waste shall comply
                                    with 22 CCR 66264 et al., and all
                                    applicable fire regulations. The LESSEE
                                    shall not apply to become a "Permitted"
                                    hazardous waste storage facility without
                                    permission from the Associate Warden,
                                    Business Services.

                                    E. The STATE or its representatives
                                    reserves the right to inspect all areas
                                    which are Leased or rented by LESSEE, for
                                    the purpose of verifying environmental
                                    compliance.

                                    F. The LESSEE shall provide copies of
                                    Material Safety Data Sheets (MSDS) for all
                                    hazardous materials used on STATE's
                                    property to the Associate Warden, Business
                                    Services.

                                    G. Any violation in Federal, State or local
                                    environmental law including but not limited
                                    to the Mojave Desert Air Quality Management
                                    District, deemed serious by the STATE will
                                    be grounds for termination of Lease in
                                    accordance with applicable sections herein.
                                    Termination of Lease by either party or
                                    evacuation of Leased property by LESSEE
                                    shall not relieve LESSEE of environmental
                                    or hazardous materials related liabilities
                                    incurred by the STATE during LESSEE's
                                    occupancy or incurred as a result of
                                    LESSEE's actions.

PROTECTION OF PREMISES    35.       LESSEE shall not commit or suffer to be
                                    committed any waste or nuisance upon the
                                    Premises and further agrees to exercise due
                                    diligence in the protection of the Premises
                                    against damage or destruction by fire or
                                    other cause at all times.

                                    There shall be no hunting on the Premises.

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MINERAL RIGHTS            36.       LESSEE agrees not to interfere, in any way,
                                    with the interests of any person or persons
                                    that may presently, or in the future, hold
                                    oil, gas, or other mineral rights upon or
                                    under said Premises; nor shall LESSEE, in
                                    any way, interfere with the rights of
                                    ingress and egress of said interest
                                    holders.

DESTRUCTION               37.       If fire or other casualty totally
                                    destroys the Premises, this Lease shall
                                    terminate. If the building is not replaced
                                    by the LESSEE's insurance company, any
                                    monies received from LESSEE's insurance
                                    policy for the building shall be conveyed
                                    to the STATE. This applies to the building
                                    only and does not include LESSEE's personal
                                    property, equipment or material of the
                                    LESSEE or LESSEE's employees or agents.

SUBLET                    38.       LESSEE shall not assign this Lease in any
                                    event and shall not sublet the Premises or
                                    any part thereof and will not permit the
                                    use of the Premises by anyone other than
                                    the LESSEE without prior written consent of
                                    the STATE, including approval by the
                                    Department of General Services, which may
                                    be withheld for any reason.

MUTUAL CONSENT            39.       Notwithstanding anything herein contained to
                                    the contrary, this Lease may be terminated,
                                    and the provisions of this Lease may be
                                    altered, changed, or amended by mutual
                                    consent in writing of the parties hereto.
                                    Any amendment is subject to the approval by
                                    the Department of General Services.

BINDING                   40.       The terms and provisions of this agreement
                                    shall extend to and shall bind and inure to
                                    the benefit of the heirs, representatives,
                                    assigns, and successors in interest of the
                                    parties hereto.

SECTION HEADINGS          41.       All section headings contained herein are
                                    for convenience of reference only and are
                                    not intended to define or limit the scope
                                    of any provision of this Lease.

ESSENCE OF TIME           42.       Time is of the essence for each and all of
                                    the provisions, covenants and conditions
                                    of this agreement.

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IN WITNESS WHEREOF, this Lease has been executed by the parties hereto as of
the date first hereinabove written.

STATE OF CALIFORNIA                     LESSEE:  LABOR-TO-INDUSTRY INC.
DEPARTMENT OF GENERAL SERVICES
REAL ESTATE SERVICES DIVISION           BY: /s/
Approval Recommended:
                                        --------------------------------
BY: /s/                                 TITLE:     President
   --------------------------------               -------------------------
TITLE:  Real Estate Officer             TELEPHONE: 770-565-4311
      -----------------------------               -------------------------


APPROVED:

BY: /s/ Cheryl L. Allen
   --------------------------------
TITLE:  Senior Real Estate Officer
      -----------------------------
DATE:   9/10/98
      -----------------------------

APPROVED:
STATE OF CALIFORNIA
DEPARTMENT OF CORRECTIONS

BY: /s/ Judy Buckman
   --------------------------------
        Judy Buckman, Chief
TITLE:  Business Management Branch
      -----------------------------


STATE OF CALIFORNIA
DEPARTMENT OF CORRECTIONS
CHUCKAWALLA VALLEY STATE PRISON

BY: /s/
   --------------------------------
TITLE:  Warden
      -----------------------------
TELEPHONE: (760) 922-5300 X5000
          -------------------------

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                                     [MAP]


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                                                                     EXHIBIT B-1

                                                Chuckawalla Valley State Prison
                                                                  PIA WAREHOUSE

Approximately 20,295 sq. ft. of floor space
One 18 x 14 roll-up door
One 12 x 12 roll-up door with dock access
One access door off of dock
Approximately 476 sq. ft. of office space (including restrooms)

                                     [MAP]


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                                  EXHIBIT B-2
                        Chuckawalla Valley State Prison


                                [MAP]

Approximately 16,000 sq. ft. floor space           PIA SEWING
One roll-up door accessing dock