**EXHIBIT 10.2**

**AMERICAN INDUSTRIAL REAL ESTATEASSOCIATION**

**STANDARD SUBLEASE(Long-form to be used with pre-1996 AIR leases)**

             1.          **Parties**. This Sublease, dated, for reference purposes only, April 17, 2001,is made by and between Lee Pharmaceuticals, a California corporation (**"Sublessor"**) and Bi-Tank,Inc., a California corporation (**"Sublessee"**).             2.          **Premises.**        Sublessorhereby subleases to Sublessee and Sublessee hereby subleases from Sublessor forthe term, at the rental, and upon all of the conditions set forth herein, thatcertain real property, including all improvements therein, and commonly knownby the street address of 1470 Santa Anita Avenue, South El Monte locatedin the County of Los Angeles, State of California 91733 andgenerally described as (describe briefly the nature of the property) aone-story building of approximately 8,400 square feet (**"Premises"**).             3.          **Term.**                           3.1        **Term.**  The term of this Sublease shall be for four(4) years and eight (8) months commencing on April 1, 2001 andending on November 30, 2005 unless sooner terminated pursuant to anyprovision hereof.                           3.2        **Delayin Commencement.      **Sublessoragrees to use its best commercially reasonable efforts to deliver possession ofthe Premises by the commencement date. If, despite said efforts, Sublessor isunable to deliver possession as agreed, Sublessor shall not be subject to anyliability therefor, nor shall such failure affect the validity of thisSublease. Sublessee shall not, however, be obligated to pay Rent or perform itsother obligations until it receives possession of the Premises. If possessionis not delivered within sixty days after the commencement date, Sublessee may,at its option, by notice in writing within ten days after the end of such sixtyday period, cancel this Sublease, in which event the Parties shall bedischarged from all obligations hereunder. If such written notice is notreceived by Sublessor within said ten day period, Sublessee's right to cancelshall terminate. Except as otherwise provided, if possession is not tendered toSublessee when required and Sublessee does not terminate this Sublease, asaforesaid, any period of rent abatement that Sublessee would otherwise haveenjoyed shall run from the date of delivery of possession and continue for aperiod equal to what Sublessee would otherwise have enjoyed under the termshereof, but minus any days of delay caused by the acts or omissions ofSublessee. If possession is not delivered within 120 days after thecommencement date, this Sublease shall automatically terminate unless theParties agree, in writing, to the contrary.             4.          **Rent.**                           4.1        **BaseRent.      **Sublessee shall payto Sublessor as Base Rent for the Premises equal monthly payments of $ NoneSee Paragraph 12.b.                           4.2        **RentDefined.**  All monetaryobligations of Sublessee to Sublessor under the terms of this Sublease (exceptfor the Security Deposit) are deemed to be rent (**"Rent"**). Rent shall be payable in lawful money ofthe United States to Sublessor at the address stated herein or to such otherpersons or at such other places as Sublessor may designate in writing.             6.          **Use.**                           6.1        **AgreedUse.    **The Premises shall beused and occupied only for warehouse and distribution of bicycles onlyand for no other purpose.                           6.2        **Compliance.   **Sublessor warrants that theimprovements on the Premises comply with all applicable covenants orrestrictions of record and applicable building codes, regulations andordinances (**"ApplicableRequirements"**) in effect on the commencement date. Saidwarranty does not apply to the use to which Sublessee will put the Premises orto any alterations or utility installations made or to be made by Sublessee.NOTE: Sublessee is responsible for determining whether or not the zoning isappropriate for its intended use, and acknowledges that past uses of the Premisesmay no longer be allowed. If the Premises do not comply with said warranty,Sublessor shall, except as otherwise provided, promptly after receipt ofwritten notice from Sublessee setting forth with specificity the nature andextent of such non-compliance, rectify the same at Sublessor's expense. IfSublessee does not give Sublessor written notice of a non-compliance with thiswarranty within six months following the commencement date, correction of thatnon-compliance shall be the obligation of Sublessee at its sole cost andexpense. If the Applicable Requirements are hereafter changed so as to requireduring the term of this Sublease the construction of an addition to or analteration of the Building, the remediation of any Hazardous Substance, or thereinforcement or other physical modification of the Building (**"Capital Expenditure"**), Sublessorand Sublessee shall allocate the cost of such work as follows:                           (a)         If such Capital Expenditures arerequired as a result of the specific and unique use of the Premises bySublessee as compared with uses by tenants in general, Sublessee shall be fullyresponsible for the cost thereof provided, however, that if such CapitalExpenditure is required during the last two years of this Sublease and the costthereof exceeds six months' Base Rent, Sublessee may instead terminate thisSublease unless Sublessor notifies Sublessee in writing, within ten days afterreceipt of Sublessees's termination notice that Sublessor has elected to paythe difference between the actual cost thereof and the amount equal to sixmonths' Base Rent. If the Parties elect termination, Sublessee shallimmediately cease the use of the Premises which requires such CapitalExpenditure and deliver to Sublessor written notice specifying a terminationdate at least ninety days thereafter. Such termination date shall, however, inno event be earlier then the last day that Sublessee could legally utilize thePremises without commencing such Capital Expenditure.                           (b)        If such Capital Expenditure is not theresult of the specific and unique use of the Premises by Sublessee (such asgovernmentally mandated seismic modifications, then Sublessor shall pay forsaid Capital Expenditure and the cost thereof shall be prorated between theSublessor and Sublessee and Sublessee shall only be obligated to pay, eachmonth during the remainder of the term of this Sublease, on the date on whichRent is due, an amount equal to the product of multiplying the cost of suchCapital Expenditure by a fraction, the numerator of which is one, and thedenominator of which is the number of months of the useful life of such CapitalExpenditure as such useful life is specified pursuant to Federal income taxregulations or guidelines for depreciation thereof (including interest on theunamortized balance as is then commercially reasonable in the judgment ofSublessor's accountant), with Sublessee reserving the right to prepay itsobligation at any time. Provided, however, that if such Capital Expenditure isrequired during the last two years of this Sublease or if Sublessor reasonablydetermines that it is not economically feasible to pay its share thereof,Sublessor shall have the option to terminate this Sublease upon ninety daysprior written notice to Sublessee unless Sublessee notifies Sublessor, inwriting, within ten days after receipt of Sublessor's termination notice thatSublessee will pay for such Capital Expenditure. If Sublessor does not elect toterminate, and fails to tender its share of any such Capital Expenditure, Sublesseemay advance such funds and deduct same, with interest, from Rent untilSublessor's share of such costs have been fully paid. If Sublessee is unable tofinance Sublessor's share, or if the balance of the Rent due and payable forthe remainder of this Sublease is not sufficient to fully reimburse Sublesseeon an offset basis, Sublessee shall have the right to terminate this Subleaseupon ten days written notice to Sublessor.                           (c)         Notwithstanding the above, theprovisions concerning Capital Expenditures are intended to apply only tonon-voluntary, unexpected, and new Applicable Requirements. If the CapitalExpenditures are instead triggered by Sublessee as a result of an actual orproposed change in use, change in intensity of use, or modification to thePremises then, and in that event, Sublessee shall be fully responsible for thecost thereof, and Sublessee shall not have any right to terminate thisSublease.                           6.3        **Acceptanceof Premises and Lessee**. Sublesseeacknowledges that:                           (a)         it has been advised by Brokers tosatisfy itself with respect to the condition of the Premises (including but notlimited to the electrical, HVAC and fire sprinkler systems, security,environmental aspects, and compliance with Applicable Requirements), and theirsuitability for Sublessee's intended use,                           (b)        Sublessee has made such investigation asit deems necessary with reference to such matters and assumes allresponsibility therefor as the same relate to its occupancy of the Premises,and                           (c)         neither Sublessor, Sublessor's agents,nor any Broker has made any oral or written representations or warranties withrespect to said matters other than as set forth in this Sublease.In addition, Sublessor acknowledges that:                           (a)         Broker has made no representations,promises or warranties concerning Sublessee's ability to honor the Sublease orsuitability to occupy the Premises, and                           (b)        it is Sublessor's sole responsibility toinvestigate the financial capability and/or suitability of all proposedtenants.             7.          **Master Lease**                           7.1        Sublessor is the lessee of the Premisesby virtue of a lease, hereinafter the **"MasterLease"**, a copy of which is attached hereto marked Exhibit 1,wherein Lee Pharmaceuticals leased from Art Weiss, Lessor, the building,Lease is dated April 16, 1990. Also, Amendment No. 1 to 1470 Santa Anita Lease.is the lessor, hereinafter the **"MasterLessor"**                           7.2        This Sublease is and shall be at alltimes subject and subordinate to the Master Lease.                           7.3        The terms, conditions and respectiveobligations of Sublessor and Sublessee to each other under this Sublease shallbe the terms and conditions of the Master Lease except for those provisions ofthe Master Lease which are directly contradicted by this Sublease in whichevent the terms of this Sublease document shall control over the Master Lease.Therefore, for the purposes of this Sublease, wherever in the Master Lease theword "Lessor" is used it shall be deemed to mean the Sublessor hereinand wherever in the Master Lease the word "Lessee" is used it shallbe deemed to mean the Sublessee herein.                           7.4        During the term of this Sublease and forall periods subsequent for obligations which have arisen prior to thetermination of this Sublease, Sublessee does hereby expressly assume and agreeto perform and comply with, for the benefit of Sublessor and Master Lessor,each and every obligation of Sublessor under the Master Lease except for thefollowing paragraphs which are excluded therefrom:
 

                           7.5        The obligations that Sublessee hasassumed under paragraph 7.4 hereof are hereinafter referred to as the **"Sublessee's Assumed Obligations"**.The obligations that Sublessee has not assumed under paragraph 7.4 hereof arehereinafter referred to as the **"Sublessor'sRemaining Obligations"**.                           7.6        Sublessee shall hold Sublessor free andharmless from all liability, judgments, costs, damages, claims or demands,including reasonable attorneys fees, arising out of Sublessee's failure tocomply with or perform Sublessee's Assumed Obligations.                           7.7        Sublessor agrees to maintain the MasterLease during the entire term of this Sublease, subject, however, to any earliertermination of the Master Lease without the fault of the Sublessor, and tocomply with or perform Sublessor's Remaining Obligations and to hold Sublesseefree and harmless from all liability, judgments, costs, damages, claims ordemands arising out of Sublessor's failure to comply with or performSublessor's Remaining Obligations.                           7.8        Sublessor represents to Sublessee thatthe Master Lease is in full force and effect and that no default exists on thepart of any Party to the Master Lease.             8.          **Assignment of Subleaseand Default.**                           8.1        Sublessor hereby assigns and transfersto Master Lessor the Sublessor's interest in this Sublease, subject however tothe provisions of Paragraph 8.2 hereof.                           8.2        Master Lessor, by executing thisdocument, agrees that until a Default shall occur in the performance ofSublessor's Obligations under the Master Lease, that Sublessor may receive,collect and enjoy the Rent accruing under this Sublease. However, if Sublessorshall Default in the performance of its obligations to Master Lessor thenMaster Lessor may, at its option, receive and collect, directly from Sublessee,all Rent owing and to be owed under this Sublease. Master Lessor shall not , byreason of this assignment of the Sublease nor by reason of the collection ofthe Rent from the Sublessee, be deemed liable to Sublessee for any failure ofthe Sublessor to perform and comply with Sublessor's Remaining Obligations.                           8.3        Sublessor hereby irrevocably authorizesand directs Sublessee upon receipt of any written notice from the Master Lessorstating that a Default exists in the performance of Sublessor's obligationsunder the Master Lease, to pay to Master Lessor the Rent due and to become dueunder the Sublease. Sublessor agrees that Sublessee shall have the right torely upon any such statement and request from Master Lessor, and that Sublesseeshall pay such Rent to Master Lessor without any obligation or right to inquireas to whether such Default exists and notwithstanding any notice from or claimfrom Sublessor to the contrary and Sublessor shall have no right or claimagainst Sublessee for any such Rent so paid by Sublessee.                           8.4        No changes or modifications shall bemade to this Sublease without the consent of Master Lessor.             9.          **Consent of Master Lessor**.                           9.1        In the event that the Master Leaserequires that Sublessor obtain the consent of Master Lessor to any sublettingby Sublessor then, this Sublease shall not be effective unless, within ten daysof the date hereof, Master Lessor signs this Sublease thereby giving itsconsent to this Subletting.                           9.2        In the event that the obligations of theSublessor under the Master Lease have been guaranteed by third parties thenneither this Sublease, nor the Master Lessor's consent, shall be effectiveunless, within 10 days of the date hereof, said guarantors sign this Subleasethereby giving their consent to this Sublease.                           9.3        In the event that Master Lessor doesgive such consent then:                           (a)         Such consent shall not releaseSublessor of its obligations or alter the primary liability of Sublessor to paythe Rent and perform and comply with all of the obligations of Sublessor to beperformed under the Master Lease.                           (b)        The acceptance of Rent by Master Lessorfrom Sublessee or anyone else liable under the Master Lease shall not be deemeda waiver by Master Lessor of any provisions of the Master Lease.                           (c)         The consent to this Sublease shall notconstitute a consent to any subsequent subletting or assignment.                           (d)        In the event of any Default of Sublessorunder the Master Lease, Master Lessor may proceed directly against Sublessor,any guarantors or anyone else liable under the Master Lease or this Subleasewithout first exhausting Master Lessor's remedies against any other person orentity liable thereon to Master Lessor.                           (e)         Master Lessor may consent to subsequentsublettings and assignments of the Master Lease or this Sublease or anyamendments or modifications thereto without notifying Sublessor or anyone elseliable under the Master Lease and without obtaining their consent and suchaction shall not relieve such persons from liability.                           (f)         In the event that Sublessor shallDefault in its obligations under the Master Lease, then Master Lessor, at itsoption and without being obligated to do so, may require Sublessee to attorn toMaster Lessor in which event Master Lessor shall undertake the obligations ofSublessor under this Sublease from the time of the exercise of said option totermination of this Sublease but Master Lessor shall not be liable for anyprepaid Rent nor any Security Deposit paid by Sublessee, nor shall MasterLessor be liable for any other Defaults of the Sublessor under the Sublease.                           9.4        The signatures of the Master Lessor and anyGuarantors of Sublessor at the end of this document shall constitute theirconsent to the terms of this Sublease.                           9.5        Master Lessor acknowledges that, to thebest of Master Lessor's knowledge, no Default presently exists under the MasterLease of obligations to be performed by Sublessor and that the Master Lease isin full force and effect.                           9.6        In the event that Sublessor Defaultsunder its obligations to be performed under the Master Lease by Sublessor,Master Lessor agrees to deliver to Sublessee a copy of any such notice ofdefault. Sublessee shall have the right to cure any Default of Sublessordescribed in any notice of default within ten days after service of such noticeof default on Sublessee. If such Default is cured by Sublessee then Sublesseeshall have the right of reimbursement and offset from and against Sublessor.             10.        **Brokers Fee.**                           10.1      Upon execution hereof by all parties,Sublessor shall pay to *  *No Broker                      a licensed real estate broker, (**"Broker"**), a fee as set forth ina separate agreement between Sublessor and Broker, or in the event there is nosuch separate agreement, the sum of $ None             forbrokerage services rendered by Broker to Sublessor in this transaction.                           10.2      Sublessor agrees that if Sublesseeexercises any option or right of first refusal as granted by Sublessor herein,or any option or right substantially similar thereto, either to extend the termof this Sublease, to renew this Sublease, to purchase the Premises, or to leaseor purchase adjacent property which Sublessor may own or in which Sublessor hasan interest, then Sublessor shall pay to Broker a fee in accordance with theschedule of Broker in effect at the time of the execution of this Sublease.Notwithstanding the foregoing, Sublessor's obligation under this Paragraph 10.2is limited to a transaction in which Sublessor is acting as a Sublessor, lessoror seller.                           10.3      Master Lessor agrees that if Sublesseeshall exercise any option or right of first refusal granted to Sublessee byMaster Lessor in connection with this Sublease, or any option or rightsubstantially similar thereto, either to extend or renew the Master Lease, topurchase the Premises or any part thereof, or to lease or purchase adjacentproperty which Master Lessor may own or in which Master Lessor has an interest,or if Broker is the procuring cause of any other lease or sale entered intobetween Sublessee and Master Lessor pertaining to the Premises, any partthereof, or any adjacent property which Master Lessor owns or in which it hasan interest, then as to any of said transactions, Master Lessor shall pay toBroker a fee, in cash, in accordance with the schedule of Broker in effect atthe time of the execution of this Sublease.                           10.4      Any fee due from Sublessor or MasterLessor hereunder shall be due and payable upon the exercise of any option toextend or renew, upon the execution of any new lease, or, in the event of apurchase, at the close of escrow.                           10.5      Any transferee of Sublessor's interest inthis Sublease, or of Master Lessor's interest in the Master Lease, by acceptingan assignment thereof, shall be deemed to have assumed the respectiveobligations of Sublessor or Master Lessor under this Paragraph 10. Broker shallbe deemed to be a third-party beneficiary of this paragraph 10.             11.        **Attorney's Fees.**          If any party or the Broker namedherein brings an action to enforce the terms hereof or to declare rightshereunder, the prevailing party in any such action, on trial and appeal, shallbe entitled to his reasonable attorney's fees to be paid by the  losing party as fixed by the Court.             12.        **Additional Provisions.**             [If there are no additionalprovisions, draw a line from this point to the next printed word after thespace left here. If there are additional provisions place the same here.   12.a. INSURANCE: Sublessee shall obtain apolicy of general commercial liability insurance as required in the MasterLease, naming Art Weiss and Lee Pharmaceuticals, Inc. as additional insured.12.b. RENT: All terms and conditions of the sublease agreement, includingpayment of rent, shall be the responsibility jointly of Steady Star, Inc. andBi-Tank, Inc.12.c. Sublessee agrees to accept the Premises "as is". Any repairs,alterations or modifications are to be at the sole cost of Sublessee.
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**ATTENTION:****NO REPRESENTATION OR  RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR  BY ANY REAL ESTATE BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX  CONSEQUENCES OF THIS SUBLEASE OR THE TRANSACTION TO WHICH IT RELATES. THE  PARTIES ARE URGED TO:** **1.**          **SEEK  ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS SUBLEASE.** **2.**          **RETAIN  APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE  PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE  POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE  STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND  THE SUITABILITY OF THE PREMISES FOR SUBLESSEE'S INTENDED USE.** **WARNING:****IF THE SUBJECT  PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF  THE SUBLEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN  WHICH THE PROPERTY IS LOCATED.**
 
Executed  at:   South El MonteLee  Pharmaceuticalson:   04/24/01By   /s/ Ronald G. Lee           Ronald G. LeeAddress:   1434 Santa Anita AvenueBy    So. El Monte, CA 91733"Sublessor"  (Corporate Seal)   Executed  at:   South EL MonteBi-Tank,  Inc.on:   4/27/01By   /s/ Long Jing Jing           Jing Jing LongAddress:   1470 Santa Anita AveBy    S. EL Monte, CA 91733"Sublessee"  (Corporate Seal)   Executed  at:   South El MonteArt  Weisson:   4-24-2001By   /s/ Art Weiss          Art WeissAddress:   10616 Rush StreetBy    South El Monte CA 91733-3432"Master  Lessor" (Corporate Seal)
 

**NOTE: These forms are often modified to meet changingrequirements of law and needs of the industry. Always write or call to makesure you are utilizing the most current form: AMERICAN INDUSTRIAL REAL ESTATEASSOCIATION, 700 So. Flower St., Suite 600, Los Angeles, CA 90017. (213)687-8777.**