EXHIBIT 10.47

FORM A140                            COMMERCIAL LEASE

     THIS  LEASE  is  made between Burr D. Northrop of 1181 Village Drive, Chino
Hills,  CA  herein  called  Lessor,  and H. B. Covey, Inc., of 309 E. Commercial
Street,  Pomona,  CA,  herein  called  Lessee.

     Lessee  hereby  offers  to lease from Lessor the premises situated in, 4774
Central  Ave  the  City  of  Chino  CA  91710, County of San Bernardino State of
California,  described  as  8000 square foot warehouse, upon the following TERMS
and  CONDITIONS:

1.  TERM  AND  RENT. Lessor demises the above premises for a term of Five years,
commencing Sept. 1, 2001, and terminating on Oct. 31, 2006 or sooner as provided
herein  at  the annual rental of Four Thousand Five Hundred Dollars ($4,500.00),
payable in equal installments in advance on the first day of each month for that
month's rental, during the term of this lease. All rental payments shall be made
to  Lessor,  at  the  address specified above. A 5% late fee will be assessed if
payment  is  not  received  by  the  5th  of  the  month.

2.  USE.  Lessee  shall use and occupy the premises for Operation of maintenance
business.  The  premises  shall  be used for no other purpose. Lessor represents
that  the  premises  may  lawfully  be  used  for  such  purpose.

3.  CARE  AND MAINTENANCE OF PREMISES. Lessee acknowledges that the premises are
in  good  order  and repair, unless otherwise indicated herein. Lessee shall, at
his  own  expense  and  at  all  times,  maintain  the premises in good and safe
condition,  including  plate  glass,  electrical  wiring,  plumbing  and heating
installations  and  any  other  system  or equipment upon the premises and shall
surrender  the  same,  at  termination hereof, in as good condition as received,
normal  wear  and  tear  excepted.  Lessee  shall be responsible for all repairs
required,  excepting  the  roof, exterior walls ,structural foundations, and; 0,
which  shall  be  maintained  by  Lessor.  Lessee  shall  also  maintain in good
condition  such portions adjacent to the premises, such as sidewalks, driveways,
lawns  and  shrubbery,  which  would  otherwise  be required to be maintained by
Lessor.

4. ALTERATIONS. Lessee shall not, without first obtaining the written consent of
Lessor,  make  any  alterations, additions, or improvements, in, to or about the
premises.

5.  ORDINANCES  AND  STATUTES. Lessee shall comply with all statutes, ordinances
and  requirements  of all municipal, state and federal authorities now in force,
or which may hereafter be in force, pertaining to the premises, occasioned by or
affecting  the  use  thereof  by  Lessee.

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

7. UTILITIES. All applications and connections for necessary utility services on
the  demised premises shall be made in the name of Lessee only, and Lessee shall
be  solely  liable  for  utility charges as they become due, including those for
sewer, water, gas, electricity, and telephone services.

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

9.  POSSESSION. If Lessor is unable to deliver possession of the premises at the
commencement  hereof,  Lessor shall not be liable for any damage caused thereby,
nor shall this lease be void or voidable, but Lessee shall not be liable for any
rent  until  possession  is  delivered.  Lessee  may  terminate  this  lease  if
possession  is not delivered within days of the commencement of the term hereof.

10.  INDEMNIFICATION  OF  LESSOR.  Lessor  shall not be liable for any damage or
injury  to  Lessee,  or  any  other person, or to any property, occurring on the
demised  premises or any part thereof, and Lessee agrees to hold Lessor harmless
from  any  claims  for  damages,  no  matter  how  caused.

11.  INSURANCE.  Lessee,  at  his expense, shall maintain plate glass and public
liability  insurance including bodily injury and property damage insuring Lessee
and Lessor with minimum coverage as follows: $1,000,000 liability.

     Lessee  shall provide Lessor with a Certificate of Insurance showing Lessor
as  additional  insured.  The  Certificate  shall  provide for a ten-day written
notice to Lessor in the event of cancellation or material change of coverage. To
the  maximum extent permitted by insurance policies which may be owned by Lessor
or  Lessee,  Lessee and Lessor, for the benefit of each other, waive any and all
rights  of  subrogation  which  might  otherwise  exist.


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12.  EMINENT  DOMAIN. If the premises or any part thereof or any estate therein,
or  any  other  part  of  the  building materially affecting Lessee's use of the
premises,  shall  be  taken by eminent domain, this lease shall terminate on the
date  when  title  vests  pursuant  to such taking. The rent, and any additional
rent, shall be apportioned as of the termination date, and any rent paid for any
period  beyond that date shall be repaid to Lessee. Lessee shall not been titled
to  any  part  of  the award for such taking or any payment in lieu thereof, but
Lessee  may  file  a  claim for any taking of fixtures and improvements owned by
Lessee,  and  for  moving  expenses.

13.  DESTRUCTION  OF  PREMISES.  In  the  event  of a partial destruction of the
premises  during  the term hereof, from any cause, Lessor shall forthwith repair
the  same,  provided  that such repairs can be made within sixty (60) days under
existing  governmental  laws and regulations, but such partial destruction shall
not  terminate  this  lease,  except  that  Lessee  shall  be  entitled  to  a
proportionate  reduction  of  rent while such repairs are being made, based upon
the extent to which the making of such repairs shall interfere with the business
of Lessee on the premises. If such repairs cannot be made within said sixty (60)
day,  Lessor,  at  his  option, may make the same within a reasonable time, this
lease  continuing  in  effect with the rent proportionately abated as aforesaid,
and  in  the event that Lessor shall not elect to make such repairs which cannot
be  made  within  sixty (60) days, this lease may be terminated at the option of
either  party.  In the event that the building in which the demised premises may
be  situated  is  destroyed  to  an  extent  of  not  less than one-third of the
replacement  costs thereof, Lessor may elect to terminate this lease whether the
demised premises be injured or not. A total destruction of the building in which
the  premises  may  be  situated  shall  terminate  this  lease

14.  LESSOR'S REMEDIES ON DEFAULT. If Lessee defaults in the payment of rent, or
any  additional  rent,  or  defaults  in  the  performance  of  any of the other
covenants  or  conditions  hereof, Lessor may give Lessee notice of such default
and if Lessee does not cure any such default within 10 days, after the giving of
such  notice  (or  if  such  other  default  is of such nature that it cannot be
completely  cured  within  such  period, if Lessee does not commence such curing
within such 10 days and thereafter proceed with reasonable diligence and in good
faith  to  cure  such default}, then Lessor may terminate this lease on not less
than 30 days' notice to Lessee. On the date specified in such notice the term of
this  lease  shall  terminate,  and  Lessee  shall  then  quit and surrender the
premises  to  Lessor, but Lessee shall remain liable as hereinafter provided. If
this  lease  shall  have  been  so  terminated by Lessor, Lessor may at any time
thereafter  resume  possession  of  the  premises by any lawful means and remove
Lessee  or  other  occupants  and  their effects. No failure to enforce any term
shall  be  deemed  a  waiver.

15.  SECURITY  DEPOSIT.  Lessee shall deposit with Lessor on the signing of this
lease  the  sum  of  ($4,500)  as  security  for  the  performance  of  Lessee's
obligations  under  this  lease,  including  without limitation the surrender of
possession  of  the premises to Lessor as herein provided. If Lessor applies any
part  of  the  deposit  to  cure  any  default of Lessee, Lessee shall on demand
deposit  with  Lessor  the  amount so applied so that Lessor sha11 have the ful1
deposit  on  hand  at  all  times  during  the  term  of  this  lease.

16. TAX INCREASE. In the event there is any increase during any year of the term
of  this lease in the City, County or State real estate taxes over and above the
amount  of  such  taxes  assessed for the tax year during which the term of this
lease  commences,  whether  because of increased rate or valuation, Lessee shall
pay  to  Lessor  upon presentation of paid tax bills an amount equal to 100 % of
the  increase  in  taxes upon the land and building in which the leased premises
are situated. In the event that such taxes are assessed for a tax year extending
beyond the term of the lease, the obligation of Lessee shall be proportionate to
the  portion  of  the  lease  term  included  in  such  year.

17.  COMMON  AREA  EXPENSES. In the event the demised premises are situated in a
shopping  center  or  in  a commercial building in which there are common areas,
Lessee agrees to pay his pro-rata share of maintenance, taxes, and insurance for
the common area. 100% of taxes & association fees.

18.  ATTORNEY'S  FEES.  In  case  suit  should  be  brought  for recovery of the
premises,  or  for  any sum due hereunder, or because of any act which may arise
out  of  the  possession  of the premises, by either party, the prevailing party
shall  been  titled  to  all  costs  incurred  in  connection  with such action,
including  a  reasonable  attorney's  fee.

19.  WAIVER.  No failure of Lessor to enforce any term hereof shall be deemed to
be  a  waiver.

20.  NOTICES. Any notice which either party may or is required to give, shall be
given by mailing the same, postage prepaid, to Lessee at the premises, or Lessor
at  the address shown below, or at such other places as may be designated by the
parties  from  time  to  time.

21.  HEIRS,  ASSIGNS,  SUCCESSORS.  This lease is binding upon and inures to the
benefit of the heirs, assigns and successors in interest to the parties.

22.  OPTION  TO RENEW. Provided that Lessee is not in default in the performance
of this lease, Lessee shall have the option to renew the lease for an additional
term of 60 months commencing at the expiration of the initial lease term. All of
the terms and conditions of the lease shall apply during the renewal term except
that  the  monthly  rent  shall  be  the  sum  of $6,000.00. The option shall be
exercised  by written notice given to Lessor not less than 3 0 days prior to the
expiration  of  the  initial  lease  term.  If notice is not given in the manner
provided herein within the time specified, this option shall expire.

23.  SUBORDINATION.  This lease is and shall be subordinated to all existing and
future  liens  and  encumbrances  against  the  property.

24. ENTIRE AGREEMENT. The foregoing constitutes the entire agreement between the
parties  and  may  be  modified  only  by  a writing signed by both parties. The
following  Exhibits,  if  any,  have  been  made a part of this lease before the
parties'  execution  hereof.


     Signed this 1st day of September 2003

---------------------------------              ---------------------------------


By: /s/  (illegible)                           By: /s/  (illegible)
   ------------------------------                 ------------------------------
   Lessee                                         Lessor

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