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                                  EXHIBIT 10.13

                               SUBLEASE AGREEMENT

        THIS SUBLEASE AGREEMENT ("Sublease") is entered into this 31st day of
October, 2000, by and between Enmax Corporation ("Sublessor"), and
EnvironMax.com, Inc. ("Sublessee"), with reference to the following:

        A. Sublessor, as tenant, entered into that certain lease agreement
("Prime Lease") dated October, 1998, with PEKA Properties ("Landlord"), as
landlord, leasing certain property located at 360 King Street, Layton, Utah
("Premises"), as more particularly described in the Prime Lease. A copy of the
Prime Lease including all amendments thereto is attached hereto as Exhibit A and
made a part hereof.

        B. Sublessor and Sublessee have agreed, that Sublessor shall sublet to
Sublessee, and Sublessee shall sublease from Sublessor, a portion of the
Premises in accordance with the terms of this Sublease.

        FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, Sublessor and Sublessee hereby covenant and agree
as follows:

        1. Subleased Premises. Sublessor hereby leases to Sublessee, and
Sublessee leases from Sublessor, approximately 5124 square feet of space,
comprising a portion of the Premises, which is more particularly shown cross
hatched in red on the schematic drawing attached hereto as Exhibit B ("Subleased
Premises").

        2. Term.

                a. Original Term. The term ("Original Term") of this Sublease
shall commence on November 1, 2000 ("Commencement Date"), and shall end on
October 31, 2001, unless sooner terminated pursuant to this Sublease or the
Prime Lease.

        3. Rent. Sublessee shall pay to Sublessor, as monthly rent ("Rent") for
the Subleased Premises, in advance on the first day of each and every month
during the term hereof beginning on November 1, 2000, without deduction or
offset, the amount of $4,107. It is the intent of the parties that Sublessee
shall pay any and all costs and expense related to the Subleased Premises
including common area charges and utilities. If the Commencement Date or the
expiration or termination date of this Sublease occurs on a day other than the
first day of a calendar month, the Rent for such fractional month shall be
prorated on a per diem basis. All Rent shall be paid by Sublessee to Sublessor
in lawful money of the United States of America, in immediately available funds,
without notice or demand, at the address for Sublessor set forth below.
Sublessee shall pay when due during the Term all charges for utilities of any
nature incurred at the Subleased Premises.

        4. Use. Sublessee shall use the Subleased Premises for the carrying out
of its business and for no other purpose without the prior written consent of
Sublessor. Sublessee's



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violation of this clause shall constitute a material breach by Sublessee under
this Sublease, which shall entitle Sublessor to pursue any of the remedies
available to Sublessor under this Sublease.

        5. Late Fee and Interest. All installments of Rent which are not paid by
Sublessee to Sublessor within five (5) days after the same is due ("Delinquency
Date") shall bear interest from and after the due date until paid at a rate
equal to the lesser of eighteen percent (18%) per annum or the highest legal
rate of interest. In addition to the foregoing, Sublessee shall immediately pay
Sublessor as a late fee an amount equal to five percent (5%) of any amounts not
paid to Sublessor on or before such Delinquency Date.

        6. Use; Alterations. The Subleased Premises shall be used solely for
uses permitted by the Prime Lease. Sublessee shall not make any alterations,
additions, or improvements to the Subleased Premises without Sublessor's prior
written consent. In connection with the operation of Sublessee's business in the
Subleased Premises, Sublessee shall be responsible for complying with all
applicable governmental laws, statutes, rules, regulations, orders and
ordinances ("Laws"). In the event any governmental authority requires any
repairs, improvements or alterations to be made to the Subleased Premises or any
portion thereof (collectively, "Governmental Repairs") as a result of the
specific nature of Sublessee's business operations in the Subleased Premises,
Sublessee shall make and pay for such Governmental Repairs. Any such
Governmental Repairs shall be completed in accordance with plans and
specifications approved by Sublessor and Sublessor shall have the option, in its
sole discretion, to complete any such Governmental Repairs and bill Sublessee
for all costs in connection therewith.

        7. Condition of Subleased Premises. Sublessee represents to Sublessor
that Sublessee has been given the opportunity to inspect the Subleased Premises
prior to the execution and delivery of this Sublease and has found the same to
be satisfactory for all purposes hereunder and, Sublessee accepts the Subleased
Premises in, their "As Is", "Where Is" condition, subject to all legal
requirements, and any state of facts which an accurate survey or physical
inspection of the Sublease Premises might show, without warranties, either
express or implied, and "with all faults", including but not limited to both
latent and patent defects. Sublessee hereby waives all warranties, express or
implied, regarding the title, condition and use of the Subleased Premises,
including, but not limited to any warranty of merchantability or fitness for a
particular purpose.

        8. Prime Lease. This Sublease is subject and subordinate to the Prime
Lease. Except as may be inconsistent with the terms hereof, all the terms,
covenants and conditions in the Prime Lease shall be applicable to this Sublease
with the same force and effect as if Sublessor were the landlord under the Prime
Lease and Sublessee were the tenant under the Prime Lease. Sublessee shall have
no right to exercise, and Sublessor shall have no obligation to exercise, any
options available to Sublessor under the Prime Lease or any rights of control or
termination under the Prime Lease. Sublessee shall neither do nor permit
anything to be done which would cause the Prime Lease to be terminated or
forfeited by reason of any right of termination or forfeiture reserved or vested
in Sublessor under the Prime Lease, and Sublessee shall indemnify and hold
Sublessor and Landlord harmless from and against all claims of any kind
whatsoever by reason of any breach or default on the part of Sublessee by reason
of which the Prime Lease may be terminated or forfeited. Sublessee represents
that it has read and is familiar with the terms of the Prime Lease.



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        9. Maintenance. Sublessee covenants and agrees, at its own expense, to
keep and maintain the Subleased Premises in good order and repair and shall not
damage or deface the Subleased Premises. Sublessee shall be obligated to repair
and maintain the Subleased Premises including structural repairs, replacement or
repair of plumbing, electrical systems, site improvements such as sewer and
water, roof, exterior walls and foundation, entry ways, parking areas,
landscaping and walkways, windows, HVAC system, interior walls, lighting,
carpeting and flooring. Said repairs and maintenance shall also include, but is
not limited to, repairs, cleaning and snow and ice removal.

        10. Insurance.

                a. Sublessee waives all claims against Sublessor for damage to
property in, upon or adjoining the Subleased Premises, and for injuries to
persons in or about said Subleased Premises from any cause arising at any time
during Term, if not attributable to the gross negligence or willful misconduct
of Sublessor. Sublessee, at its sole costs and expense, shall maintain
throughout the Term commercial general public liability and property damage
insurance covering risks on the Subleased Premises in an amount of at least
$2,000,000 combined single limit liability, with deductibles of no greater than
$5,000.00. Sublessee shall be responsible for the payment of all deductibles in
connection with any and all claims under such insurance policy or policies.

                b. During the Term, Sublessee shall maintain an all-risk special
form policy of property insurance for the benefit of Sublessor, Sublessor's
mortgagee, if any, and Sublessee, on all improvements upon the Subleased
Premises, in an amount not less than the full replacement value thereof
(excluding excavation, footing and foundation costs), with agreed amount
endorsement and deductibles of no greater than $5,000.00. Such replacement cost
shall be determined from time to time (but not more frequently than once every
three years) at Sublessor's request. Sublessee shall be responsible for the
payment of all deductibles in connection with any and all claims under such
insurance policy or policies.

                c. Sublessee shall procure, on any policy of all-risk property
insurance covering the Subleased Premises and business personal property
contained therein, an appropriate endorsement pursuant to which the insurers
waive subrogation or consent to a waiver of right of recovery, and having
obtained such endorsements of waiver or consent, each party agrees not to: (i)
make any claim against or seek to recover from the other for any loss or damage
to its property, or the property of others, resulting from fire or other hazards
covered by casualty insurance maintained by such party, except for Sublessor's
claim against Sublessee for the payment of deductibles in connection with any
claim under such insurance as provided in this paragraph 11; (ii) assign to any
insurer or to anyone claiming under or through any insurer, any right or cause
of action for damages to said property on or to the Subleased Premises or to the
building of which the Subleased Premises are a part, compensated for by property
insurance or any of the risks enumerated in any other hazard insurance,
specifically including such damage caused by negligence, which it now has or may
subsequently acquire against the other party during the term of this Sublease,
provided, however, that the release, discharge, exoneration, and covenant not to
sue herein contained shall be limited by the terms and provisions of the waiver
of



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subrogation endorsements consenting to a waiver of right of recovery, and shall
be co-extensive therewith.

                d. Said policies of insurance shall: (i) name Sublessor as one
of the insureds thereunder, (ii) be maintained at Sublessee's sole cost and
expense; and (iii) contain a clause or endorsement to the effect that the policy
may not be terminated or materially amended except after 10 days written notice
thereof to Sublessor. Within 10 days of the date of this Sublease, Sublessee
shall deliver copies of said policies or certificates of insurance to Sublessor.

                e. Sublessee agrees to indemnify, defend and hold harmless
Sublessor from and against any and all claims, demands, causes of action, costs,
losses or expenses, including attorneys' fees and other legal expenses, or other
liabilities for damage to property or injury to, harassment of, or death of any
person (including any servant, agent or employee of Sublessee, and any servant,
agent or employee of any third party hired or retained by Sublessee) arising out
of or in consequence of Sublessee's use of the Subleased Premises, the operation
of Sublessee's business on the Subleased Premises (including any contamination
of the Subleased Premises or any other property resulting from the presence or
use of hazardous material caused or permitted by Sublessee), or any other acts
or omissions of the Sublessee or any third party hired or retained by Sublessee
(or any servant, agent or employee of any of them). Sublessee's obligations
hereunder shall survive the expiration or earlier termination of this Sublease.

        11. Default. Each of the following events shall constitute a default by
Sublessee under this Sublease:

                a. Sublessee's failure to pay rent;

                b. Sublessee's failure to pay any other sums to be paid by
Sublessee hereunder (and not constituting rent), within 10 days after the
respective due date thereof;

                c. Sublessee shall commit or allow to continue any other breach
of this Sublease, which shall not have been cured within 20 days after written
notice from Sublessor specifying the breach; provided, however, that if the
breach cannot be cured within 20 days, Sublessee shall not be in default if
within such 20 day period, Sublessee shall have commenced to cure said breach
and shall continue its efforts with due diligence;

                d. Sublessee shall file, or a third party shall file against
Sublessee, a petition in bankruptcy, liquidation, dissolution or reorganization
that remains undismissed for 60 days; or

                e. Sublessee shall make a general assignment for the benefit of
all creditors of Sublessee.

        12. Remedies. Upon the occurrence of a default, Sublessor has the right
to use any of the remedies below:

                a. Terminate this Sublease and thereupon re-enter and take
possession of the Subleased Premises by any means provided by law;



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                b. From time to time, without terminating this Sublease,
re-enter (by any means provided by law) and relet the Subleased Premises for the
account of Sublessee, upon such reasonable terms and conditions as Sublessor may
deem advisable or satisfactory, in which event rents received for such reletting
shall be applied first to the expense of such reletting (including necessary
renovations to return the Subleased Premises to a condition equivalent to that
of their original condition) and thereafter toward payment of all sums due or to
become due Sublessor hereunder. If a sufficient sum shall not be realized or
secured from such reletting to pay such sums and other charges, Sublessee shall
pay Sublessor any deficiency on a monthly basis. Sublessor shall not, in any
event, be required to pay Sublessee any surplus of any sums received by
Sublessor on a reletting of the Subleased Premises in excess of the amounts due
from Sublessee as provided in this Sublease, but all such excess shall become
the property of Sublessor;

                c. Continue this Sublease in full force and effect to the end of
the term, notwithstanding the occurrence of such default, and enforce, by all
proper and legal means, Sublessor's rights herein, including the monthly
collection of rent and other amounts due, including without limitation, late
payment fees and interest on the amounts due under this Sublease; or

                d. Pursue any other remedy available at law or equity. All
remedies provided in this Sublease shall be cumulative and nonexclusive.

        13. Sublessee's Financial Condition. Within ten (10) days after written
request from Sublessor, Sublessee shall deliver to Sublessor such financial
statements as Sublessor reasonably requires to verify the net worth of
Sublessee. Sublessee represents and warrants to Sublessor that each such
financial statement is a true and accurate statement as of the date of such
statement. All financial statements shall be confidential and shall be used only
for the purposes set forth in this Sublease.

        14. Commissions. Sublessor and Sublessee each hereby represents and
warrants to the other that it has not entered into any contracts whatsoever with
any brokers or finders or in any manner obligated itself to pay any real estate
commission or finder's fee on account of this transaction. In connection with
the foregoing, each party hereby agrees to indemnify and hold the other harmless
from any claim arising out of or related to a breach by such party of its
representations and warranties herein contained.

        15. Surrender. Upon the expiration or earlier termination of this
Sublease, Sublessee shall deliver the Subleased Premises to Sublessor in the
same condition as of the date hereof, reasonable wear and tear excepted.
Sublessee shall reimburse Sublessor for and indemnify Sublessor against all
damages which Sublessor incurs from Sublessee's delay in vacating the Subleased
Premises.

        16. Holdover. In the event Sublessee holds over, following the
expiration or termination of this Sublease, Sublessee shall be deemed to be
occupying the Subleased Premises as a month-to-month tenant, and shall pay as
rent a sum equal to (i) one hundred fifty twenty five percent (150%) of the Rent
and (ii) such other charges as are payable hereunder, pro-rated on a



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monthly basis. In no event shall such holding over be deemed to create a tenancy
from year-to-year nor shall either Sublessor or Sublessee have the right to
create such a tenancy.

        17. Effective Date. Sublessor and Sublessee acknowledge that Sublessor's
right to Sublease the Subleased Premises to Sublessee is subject to Sublessor
first obtaining the consent of Landlord, accordingly, this Sublease shall not
become effective and it shall be of no force and effect until such consent is
obtained. In addition, this Sublease is subject to Sublessor's reference
checking on Sublessee.

        18. Assignment; Subletting. Sublessee shall not assign this Sublease nor
sublet the Subleased Premises, in whole or in part, and shall not permit
Sublessee's interest in this Sublease to be vested in any third party by
operation of law or otherwise.

        19. Right of Entry. Sublessor hereby reserves the right for itself, and
its duly authorized agents and representatives, at all reasonable times, to
enter upon the Subleased Premises for the purpose of inspecting the same and
showing the same to any prospective tenant, purchaser or encumbrancer, and for
all other reasonable purposes. Nothing contained herein shall imply or impose
any duty on Sublessor to inspect the Subleased Premises.

        20. Merger. All prior understandings and agreements between Sublessor
and Sublessee are merged within this Sublease, which alone fully and completely
sets forth the understanding of the parties; and this Sublease may not be
changed or terminated orally or in any manner other than by a signed written
agreement.

        21. Waiver. No waiver of any breach hereof by Lessor shall be considered
to be a waiver of any other or subsequent breach.

        22. Successors and Assigns. The covenants and agreements herein
contained shall bind and inure to the benefit of Sublessor and Sublessee, and
their respective executors, administrators, successors and assigns.

        23. Governing Law. This Sublease shall be governed by and interpreted in
accordance with the laws of the State of Utah.

        24. Counterparts. This Sublease may be executed in any number of
counterpart originals, each of which shall be deemed an original instrument for
all purposes, but all of which shall comprise one and the same instrument. This
Sublease may be delivered by facsimile.

        IN WITNESS WHEREOF, the parties hereto have executed this Sublease to be
effective as of the date first above written.

SUBLESSOR:                             SUBLESSEE:

Enmax Corporation                      EnvironMax.com, Inc
a Utah corporation                     a Utah corporation

By: /s/ Charles M. Meredith            By: /s/ Fred Nichols
    ------------------------------         -------------------------------------
Print Name: Charles M. Meredith        Print Name: Fred Nichols
Title: Executive Vice President        Title: President/GNC



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