EXHIBIT 10.2

                                COMMERCIAL LEASE

BETWEEN THE UNDERSIGNED

Mr. JACQUES COTTET
of French Nationality
Born October 24, 1939 at Saint Jean de Braye (45)
Residing at 159 Rue des Chanterelles 45160 OLIVET
Married by legal common law to
Mrs. MARYSE COTTETT

                                           Hereafter referred to as the "lessor"
                                           As one party

AND

THE CEFCA SARL
Company with limited responsibility
At a capital of 100 000 Francs
Of which the head office is located at 616 Rue de l'Anguille 45160 OLIVET
Registered at RCS Orleans B 416 625 096
Represented by its manager Mr. CYRIL HEITZLER

                                           Hereafter referred to as the "lessee"
                                           As second party

THIS EXPOSED; THE FOLLOWING WAS CONVENED AND SETTLED

By those present,  the lessor leases,  conforming to the  disposition  stated in
decree # 53.960 of September  30th,  1953,  to lessee,  SARL CEFCA to accept the
property business stated below, located at 616 Rue de l'Anguille 45160 OLIVET.

DESIGNATION

           The  premises  in which the  business  is  operating  is  situated on
terrain surface of 4.382m2.

-        workshop capacity of. ..............................700m2
-        office capacities of.................................55m2
-        locker capacities of.................................45m2
-        store capacity of....................................45m2

according to plan.

As mentioned  places exist in their  actual  condition,  the lessee will declare
these places visited and seen for the current lease.

A right of passage is consented by the lessee to profit Mr. and Mrs.  COTTETT to
facilitate  access to their house situated at the end of the  courtyard,  unless
the house is sold.


<PAGE>



PROPERTY ORIGIN

The places  leased by those  present  belong to Mr.  JACQUES  COTTETT,  which he
acquired in front of attorney BOITELLE, an Orleans Notary.

LENGTH

The  present  lease is  consented  and  accepted  for a  duration  of nine whole
consecutive years counting from the date of the signing.

TRIENNIAL NOTICE PERIOD

In  accordance  with the  disposition  of Article 3.1 of the decree of September
30th,  1953,  the lessee  will have full  responsibility  to give  notice of the
expiration  each  triennial.  The  lessor  will  have  the  same  responsibility
understanding  the  dispositions  of articles  10, 13 and 15 of the same decree,
invoked to rebuild the  existing  building,  to  renovate or undergo  authorized
construction in a property restoration operation.

The party  that will want to stop the lease  described  below  will have to give
notice to the other party through an extra judiciary act in less then six months
before the expiration of the current triennial period.

DESTINATION OF THE RENTAL PROPERTY

The rental property must serve exclusively for water treatment activity.

The additional  connected  activity,  the exercised on the rental property,  for
several  different  activities  performed other then those expected will only be
possible  following  the fixed  conditions  in  Articles  34-8,  included in the
September 30th, 953 decree.

CHARGES AND CONDITIONS

The present lease is consented and accepted under ordinary charges and condition
by law,  as well as those  following  below,  where the lessee is  obligated  to
execute, without power to request indemnity, or rental reduction.

CONDITIONS OF RENTALS

The lessee will accept the rental property in their existing  conditions the day
of entry.

During the month of entry,  a rental  condition  will be drawn up after  hearing
both parties,  which will paid by the lessor,  with the  exception  being if the
lessee receives the rental property in perfect condition.

MAINTENANCE AND REPAIR

The  lessee  will keep the rental  property  in  perfect  condition,  free local
repairs and  maintenance  under  Article  1754 of the civil code.  The lessor is
obligated to undertake major repairs under Article 606 of the civil code.


<PAGE>



As to the other repairs  stated in Article 606 and 1754 of the civil code,  they
will be performed with consent and  authorization of the lessor,  and the lessee
will be responsible for all costs.

Should any of these repairs become  necessary  during the lease  agreement,  the
lessee will need to inform the lessor.

In case of a refusal by the lessor to execute the work incumbent of him,  within
fifteen  days of the  summation  by the  bailiff,  while  recalling  the present
clause,  the  lessee  can be  authorized  by a judge of high  authority  in such
situation, ruling a judgment to proceed on the reparations in question.

The  lessee  can  not  claim  any  indemnity  or  rent   reduction   during  the
construction, whatever the nature, past forty days.

AMELIORATIONS

The lessee shall support all  transformation  charges necessary for its activity
needs, including the construction stipulated by the administrative authority.

The lessee shall not demolish anything without the written  authorization of the
lessor,   including  wall  or  partition  drilling,   re-distribution  of  floor
elevation.  These constructions,  if authorized,  will give the lessor the right
for surveillance of the architecture, of which the lessee will pay the charges.

OCCUPATION-USE

The  lessee  shall use the  rentals  with  care.  He will not  engage in, or let
anything be done to bring trouble to the neighborhood,  particularly for sounds,
smells, smoke, or in general fashion abuse its use.

The  lessee  shall  satisfy  all city,  sanitary,  police  security  and  health
regulation  charges,  as well as the regulations which could be imposed by urban
management, and those which could be created for replacement,  in a manner where
the lessor will never be responsible for these matters.

The lessee shall not engage in, or let anything happen to deteriorate the rental
and will  personally be responsible  to warn the  responsible to warn the lessor
without delay through writing,  of any  deterioration or degradation which might
be caused to the rental property, that immediate repair by the lessor.

The lessee shall keep the rental furnished with valued  materials  responding to
the exact rental payment and accomplished charges of the present lease.

The lessee  shall not modify in any way the  exterior of the  building by adding
walls or  decorations  visible  from the outside,  or put up  publicity  panels,
without  written  agreement  from the  lessor  under the  strict  and  permanent
reservations of all regulations which might follow.

The lessee  shall sweep the  chimney and pipes,  if any, at his own costs once a
year.

The  lessee  shall not demand of the  lessor to have the  building  guarded by a
concierge or guardian, and will not ask for any indemnity in case of suppression
of these services.



<PAGE>



The lessee  shall not raise any  complaint  for service  interruption  of water,
electricity, gas or phone, resulting of construction or any other outside force.

In case of expropriation for public use occurrence, the lessee will not complain
to the lessor,  all the lessee's rights being reserved against the expropriating
party.

In case of destruction of the building, total or partial, whether it is from age
or building defect, fortuitous or by any other cause not intended by the lessor,
the present lease will be cancelled in full right without indemnity.

RENTAL TRANSFER

The lessee personally  undertakes the use of his business,  whatever its nature,
"intuit personae" with consideration to the contract.

Thus,  all  contradicting  operation  of this  obligation,  notably  the  rental
management of the business,  the  constitution  of the usufruct of the business,
subletting  of the  property,  the  ending  of the  right  to  lease,  or of the
business,  direct or indirectly,  resulting in, for example. The changing of the
majority of the share capital of the lessee, or of a company contribution to the
lease or to the business is forbidden.  The only exception being in the right of
transfer of the lease in Article 34-3-1 of the September 30th, 1953 decree, to a
successor  in the  business,  conforming  to the Article 3-1 of the decree,  for
which the lessee must require written and prior consent of the lessor.

If the lessor agrees, the lessee will address a copy of the act to the lessor of
the operation conclusions, which involve the lessor.

The assignor will remain  guarantor and sole  respondent of the assignee for the
rental  payments,  charges and accessories with respect to the conditions of the
lease. This disposition applies to all successive transfers.  All transfers must
take place under private agreement.

PRE-EMPTIVE RIGHT

The lessor  reserves  the  pre-emptive  right in case of a lease  transfer.  The
signification  willhave  to be sent by  certified  mail with  acknowledgment  of
receipt.  It will have to take  place  within a month.  If the  lessor  does not
respond within one month, he will loose the benefit of rights.

In case of a bankruptcy of judicial regulation, the trustee will stop the lessee
except under the indicated conditions in the previous paragraph.

RIGHT OF PREFERENCE FOR BENEFIT OF THE LESSEE

A right of preference in case of a wall transfer,  is given at the same price to
the  lessee  by  the  lessor.  It  will  be  done  by a  certified  letter  with
acknowledgment  of receipt.  It must take place within one month.  If the lessor
does not respond within one month, he will loose the benefit of rights.

CONDITIONS AND CHARGES

The lessee will pay all personal services, professional taxes, rental and other,
of any nature concerning  personal activity of which the tenants are or could be
subjugated.


<PAGE>



He will notably support the household  garbage taxes,  sweeping taxes,  property
taxes, all new additions, municipal taxes, or other tax increases which might be
created of certain nature and some denominations,  and will reimburse the lessor
the amounts advanced to him for that subject.

He will satisfy all city charges,  police and garbage  collection,  of which the
tenants are ordinarily responsible for, in any manner which the lessor could not
be bothered or wanted for.

INSURANCE

The  lessee  must  personally  insure  himself  against  all  damage  caused  by
development  which will affect the rental  property,  as well as those caused by
development  which  will  affect the renta;  property,  as well as those  caused
against personal property, material,  merchandise, or any other items he owns or
keep for any reason, to renounce these and his insurance company at all recourse
against the lessor and his insurers.

He will insure all proper risks at his use to a notorious  and credited  company
(for fires, explosions, water damage etc.) As well as for rental risks.

The lessee must declare  within seven business days prior to the insurer as well
as to the lessor all accidents  affecting these goods,  whatever the importance,
or should there never be an appearant damage.

The lessee will  guarantee all  financial  consequences  of the  responsibility,
which he could encounter concerning the neighbors or third parties in general.

The lessor will on his part  renounce  his  subrogated  insurers at all recourse
against the lessee and his insurers under the reservation of reciprocation.

The lessor is reminded that the abandoning of the  reciprocated  recourse stated
above will not be valid if the  responsible  party for the damages  committed an
intentional or severe fault.

The lessee will have to justify the  entirety  of his  contracts  and payment of
premiums according to the lessor's first demand.

In the case where  merchandise  stored in storage brings extra costs,  insurance
related, for the lessor, the lessee would reimburse him.

VISITATION OF RENTALS

The lessee will allow the lessor, his architect,  all contractors and workers to
penetrate  the rentals to determine  their  condition,  with the presence of the
lessee.

He will  allow the  lessor to visit with  potential  lessees,  when the lease is
almost due, or in cancellation, for a period of six months prior to the lessee's
departure.  He will  support the  written  apposition  or posting in  convenient
places for the lessor during the same period.

RENT



<PAGE>



The present  lease is consented and accepted  averaging a monthly  payment of 12
000 Francs (twelve thousand Francs) in principal without taxes.

The present rent is submissive to V.A.T. (Value added tax.)

The charges  will paid by the lessee  through a provision at the end of the year
by justification of the detailed bill by the lessor.

The rent  will be paid each  month,  in  advance,  and the  first  payment  will
retrospectively take place on September 1, 1998.

REVISION OF RENT

The rent , as stated above,  will be submissive to an annual  adjustment,  which
will not under any  circumstance,  be  confused  with the legal  revision of the
rent.  Consequently,  the rent will be  increased or decreased in full right and
without any judicial  formality  each year,  at the  anniversary  date of entry,
proportional  to the  variation  of the  national  index  of  construction  cost
established  by the National  Institute of  Statistics  and  Economical  Studies
(INSEE), (based on 100 in the 4th trimester of the year 1953.)

Retained as a reference  index,  the last one published for rents is in the 1016
index.

The  comparison  index  serving  to  calculate  the  revision  will be the  last
published index for the anniversary date taking effect from the lease.

In  the  circumstance  of  suspension  of  the  aforementioned   index,  without
coefficent and connecting index following, it will be legally substituted, or if
the index is revealed or  inapplicable,  the most used by the court  division of
commerce, for business material estimation and commercial rent.

Each time this clause is used, the rent will be raised or lowered by more than a
quarter as opposed to the  proceeding  set contract.  Or by a judge's  decision.
Each  party ill be able to take up the issue  with the judge in order to use the
"stepladder" for reaching the rental value.

SECURITY DEPOSIT

To guarantee the execution of the lessee's obligations, he will pay the lessor a
sum of 24 000 Francs (twenty four thousand francs)  corresponding to two monthly
leasing terms.

This deposit will be made at the convenience of the lessor at his first demand.

This sum is used to  guarantee  the  execution  of the  charges by the  lessee's
clauses and obligations expected in virtue of him for present lease.

This sum will remain at the disposition of the lessor until the lease expires in
guarantee of the regulations, should the lessee owe the lessor at his departure.

In case of termination of the present lease due to th e non-execution  of one of
the conditions for one reason or another attributable to the lessee, the deposit
will guarantee the lessor the needs for  damages/interest,  without prejudice of
all others.


<PAGE>



The formal  agreement  given as a  security  deposit  is not  productive  of any
interest.

It is formally  agreed that in case of rental  variation in the claude in virtue
stipulated above, or of any other legal revision, this sum will have to increase
or  decrease  in the  same  proportion  to be in  harmony  with  the  new  rent.
Consequently, the lessee will first increased term, this guarantee deposit,

SOLIDARITY AND INDIVISIBLITY

The resulting  obligation of the present lease for the lessee,  will  constitute
for his successor or party entitled, or any other person held for payment to the
execution of a solidarity and indivisible charge.

NON COMPETITION CLAUSE

The lessor is forbidden to exploit  directly or indirectly,  included the rental
to a third  party,  in the rest of the  building  or  buildings  adjacent  to, a
business which the lessee claims to exercise.

RESOLUTION CLAUSE

In case of fault of  perfect  execution  by the  lessee,  even  minimal,  of the
obligation  issues  present in the contract,  the contract will be terminated in
full right month  after the  emission  of the  unsuccessful  command to execute,
without the needs for other formalities.

The eviction of the lessee and the other  occupants of his use,  will have right
by virtue of a simple order of summary  proceedings  without prejudice of costs,
damages  and  interests,  and without  the effect of the  present  clause  being
annulled by other true offers, passed the time frame indicated below.

In this case,  an  indemnity of the monthly  occupation  equal to the value of a
quarterly lease will be due to the lessor.  The lessor will acquire the security
deposit.

TOLERANCE AND MODIFICATION

Those present express the whole agreement  included between the parties relative
to the  present  lease.  All  previous  agreements,  written  or  oral  must  be
considered nullfied.

The same stands for all modifications by those present that can only result in a
written  bilateral  document.  I  cannot  in any  circumstance  be  deducted  by
tolerance.  The lessor  can at any time  demand to  respect  all  clauses of the
present lease.

REGISTRATION

The parties  requiring the  registration  of those present by right  provided in
Article 739 of the general tax code.

CODE

All  costs,  rights and fees of those  present,  and the lessee to which he will
oblige will support their followers.


<PAGE>



ELECTION OF DOMICILE

To execute the following, the parties will elect a domicile:
8.         the lessor at his personal domicile,
9.         the lessee in his rental property

DRAWN UP IN 6 EXEMPLARIES ON JULY 16TH, 1998


THE LESSOR                               THE LESSEE

/s/ Jacques Cottet                       THE CEFCA SARL
                                         /s/ Cyril Heitzler