EXHIBIT 10.2

                                 LEASE AGREEMENT

         This Lease Agreement ("Lease") is made and effective November 15, 2003,
by and between APRO,  LLC, a Delaware  limited  liability  company,  hereinafter
referred to as  "Lessor",  whose  address is 17311 South Main  Street,  Gardena,
California 90248, and Smog Centers of California,  LLC,  hereinafter referred to
as  "Lessee",  whose  address  is 3790  Via de la  Valle,  Suite  103,  Del Mar,
California 92014, who agree as follows:

         1.       Premises.  Lessor hereby  leases to Lessee,  and Lessee leases
from  Lessor,  that portion of the  property  located at 555 West Grand  Avenue,
Escondido,  California 92025,  comprised of approximately  1,028 square feet and
described as two automotive bays, herein called "the Premises",  as reflected on
Exhibit  "A"  attached  hereto.  Lessor  agrees  to  provide  to  Lessee's  smog
technician(s) access to Lessor's bathroom  facilities,  which are located behind
Lessor's cashier, during business hours. Lessor agrees to provide five (5) paved
parking  spaces,  located  on the  southeast  corner of  Lessor's  property,  to
Lessee's customers and smog  technician(s),  as reflected on Exhibit "A". Lessee
agrees to direct its customers and smog  technician(s)  to these parking spaces.
Lessee  agrees to use its  reasonable  and best efforts to ensure that  Lessee's
customers  and smog  technician(s)  do not park in front of Lessor's gas station
pumps or at any parking areas other than the  above-referenced  five (5) parking
spaces.  Lessee further agrees that it shall use its best and reasonable efforts
to insure that none of Lessee's customers' or smog  technician(s)'  vehicles are
parked  overnight  on Lessor's  property.  Lessor  agrees that Lessee shall have
access to and may use Lessor's air compressor.

         2.       Improvements. Lessee may install, at its expense, dynamometers
below-ground at the Premises,  and Lessor expressly grants Lessee  permission to
cut the concrete and make any necessary alternations for this purpose.

         3.       Term.  The term of this  lease  shall  be for  five (5)  years
commencing on November 15, 2003,  and continuing  thereafter  until November 14,
2008,  subject  to  Lessee's  option to extend the term an  additional  five (5)
years, as set forth in Paragraph 5 below,  unless terminated earlier as provided
in paragraph 5 below.

         4.       Rent.  Lessee agrees to pay to Lessor a monthly rental payment
for the use and occupancy of the Premises, as follows:

         4.1      November 15, 2003 - November 14, 2006:  $1,500 per month, with
                  the first month free;
         4.2      November 15, 2006 - November 14, 2007: $1,700 per month; and
         4.3      November 15, 2007 - November 14, 2008: $1,800 per month.

Rent  shall be due upon the first of the  month,  and  payable no later than the
fifth of the month.  If  received  after the fifth of the month,  a ten  percent
(10%) penalty shall be charged.

Lessee shall be required to deposit $1,500 as a refundable security deposit with
Lessor prior to taking possession of the premises.

         5.       Early  Termination  Option by Lessee;  Option to Extend  Lease
                  Term.

         5.1      Lessor  acknowledges  and  agrees  that if Lessee is unable to
obtain  licenses  from the  Bureau of  Automotive  Repair  needed  to  operate a
smog-test-only  station  at the  Premises  within  ninety  (90)  days  from  the
commencement date of this lease,  Lessee shall have the option to terminate this
lease in its entirety by  providing  written  notice to Lessor.  The lease shall
terminate  in its  entirety as of the  effective  date  specified  in the notice
("early termination date"), and Lessee shall vacate the Premises as of the early
termination  date.  Lessee shall restore the Premises to the condition it was at
the commencement of the Lease. Lessee shall owe to Lessor rent through the early
termination  date  only;  no further  rent or  damages  shall be due or owing by
Lessee to Lessor pursuant to this lease,  which shall terminate in its entirety,
and the parties shall be released from any further liability thereon.

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         5.2      Lessee is hereby  granted  and  shall,  if not then in default
under  this  lease,  have the  option  to extend  the term of this  lease for an
additional  five (5) years,  from November 15, 2008,  through  November 14, 2013
("extended lease term"), on the same terms,  covenants and conditions  contained
in this lease,  except that rent to be paid by Lessee to Lessor for the extended
term from November 15, 2008 - November 14, 2009 shall be $2000.  Thereafter  the
rent shall increase 5% annually. This option shall be exercised only by Lessee's
delivering  to Lessor,  at least  thirty (30) days  before  November  14,  2008,
written notice of Lessee's election to renew the term of this lease.

         5.3      Notwithstanding  Lessee's option to the extend the lease term,
Lessor  shall have the right to terminate  the extended  lease term by providing
Lessee with six months'  advance  written  notice if its  election to  terminate
same.  Lessor  agrees that in the event that it  terminates  the extended  lease
term,  Lessor  shall not relet the Premises to any  business  which  conducts or
performs any smog- testing  through the original  extended lease term expiration
date of November 14, 2013.

         6.       Use and  Limitations.  Lessee  shall use the  Premises for the
purpose of smog  (emissions)  testing of  vehicles  only,  and for no other use,
without  Lessor's  prior written  consent.  Lessee agrees that it shall not sell
automobiles on the Premises.

         7.       Maintenance, Alterations, Taxes and Utilities.

         7.1      Maintenance  by  Lessor.  Lessor  shall,  at its own  cost and
expense,  maintain  in good  condition  and repair the roof,  walls,  structural
supports, the foundation of said Premises, fences and parking area, and make all
necessary repairs to, or replacements of, the plumbing and electrical systems of
the Premises.

         7.2      Repairs by Lessee. Except as provided in paragraph 7.1 of this
lease,  Lessee  shall,  at its own cost and expense,  maintain the Premises in a
clean  condition,  and shall repair any damages to the roof,  walls,  structural
supports,  foundation, fences, parking area, plumbing, heating, air conditioning
and  electrical  systems on the  Premises  that are  rendered  necessary  by the
negligence or abuse by Lessee.

         7.3      Signs.  Lessee may erect and  maintain  signs,  with  Lessor's
approval,  on the  Premises  relating to Lessee's  business,  provided the signs
comply with any law or ordinance of any governmental  agency having jurisdiction
over the Premises. Lessor acknowledges and agrees that Lessee may place signs on
the sign pole located on the  northwest  corner of the  property;  on the north,
south,  west and east walls of the building;  and may place movable signs on the
property at its perimeters  bordering  Quince  Street,  Grand Avenue and Second.
Upon  termination of the Lease,  Lessee shall remove,  at Lessee's sole cost and
expense, any signs erected by Lessee.

         7.4      Real Property  Taxes.  All real property taxes and assessments
levied or assessed  against the Premises by any governmental  entity,  including
any special  assessment  imposed on or against the Premises for the construction
or improvement  of public works in, on, or about said  Premises,  shall be paid,
before they become delinquent, by Lessor.

         7.5      Payment of Utility  Charges.  Lessor shall make all  necessary
and  reasonable  efforts  to have a separate  utility  meter  installed  with an
account in  Lessee's  name,  for gas and  electricity  for the  Premises  by the
commencement  date of this lease.  Lessee  shall be  responsible  for paying all
utility  charges  for  the  account  in  Lessee's  name  for  the use of gas and
electricity  to  the  Premises  during  the  term  of  this  lease,   any  early
termination,  or any extension thereof.  If a separate utility meter for gas and
electricity  cannot be  installed,  Lessee  shall pay to Lessor  the  difference
between the current  month's  utility  charge,  less the average monthly utility
charge for the property for the preceding twelve months,  which Lessor agrees is
a reasonable and fair charge, for the use of gas and electricity to the Premises
during the term of this lease, any early termination,  or any extension thereof.
Lessor shall  provide  Lessee with access to the trash  dumpster  located on the
southeast corner of the property.  Trash removal is to be provided by Lessor, at
Lessor's expense.

         7.6      Payment of  Telephone  Charges.  Lessor  shall allow Lessee to
make all necessary

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and reasonable efforts to have two telephone lines to the premises installed, at
Lessee's expense,  with an account in Lessee's name, by the commencement date of
this lease. Lessee shall be responsible for paying all telephone charges for the
account in Lessee's name for telephone  service to the Premises  during the term
of this lease, any early termination, or any extension thereof.

         7.7      Inspections.  If any  governmental  inspections  are required,
Lessor  agrees to pay for  repairs,  improvements  or building  code  compliance
necessary  for its  existing  operations.  Lessee  agrees  to pay  for  repairs,
improvements or building code compliance necessary for the operation of its smog
test-only facility.

         7.8      Personal Property Taxes.  Lessee shall pay, before they become
delinquent,  all taxes,  assessments,  or other charges levied or imposed by any
governmental  entity on the  furniture,  trade  fixtures,  appliances  and other
personal property of Lessee on the Premises during the term of this lease, or an
early termination or any extension thereof.

         8.       Insurance.  Lessee agrees to maintain a General  Liability and
Garage-keepers  Legal  Liability  insurance  policy with coverage  limits in the
minimum  amount of One Million  Dollars  ($1,000,000.00).  Lessee shall  provide
Lessor with a Certificate of Liability  Insurance naming Lessor as a certificate
holder on the insurance policy.

         9.       Destruction.  Should the  Premises be destroyed in whole or in
part by fire,  earthquake or other accident of calamity,  to such an extent that
in the opinion of the Lessor it is not feasible to repair them,  then this lease
shall  terminate and all parties  shall be released  from any further  liability
thereon;  however,  in any such  event of the  Lessor  shall  elect to repair or
replace same,  then this Lease shall  continue in effect,  but the rent shall be
prorated or rebated in  proportion to the possible use of the Premises by Lessee
during the time required for such repair.

         10.      Condemnation.  If,  during  the  term  of  this  lease  or any
extension thereof, there is any taking of all or any part of the Premises or any
interest in this lease by condemnation,  then this lease shall terminate and the
rights and obligations of the parties shall cease.

         11.      Assignment.  Lessee may not assign this lease, or any interest
therein,  or sublet the  premises  without  first  having  obtained  the written
consent of the Lessor to such assignment or sublease, which consent shall not be
unreasonably withheld.

         12.      Default.   The  occurrence  of  any  of  the  following  shall
constitute a default by Lessee: (a) Failure to pay rent when due, if the failure
continues for five (5) days after written  notice has been given by Lessor;  (b)
Failure to perform any other  provision  of this lease if the failure to perform
is not cured  within  thirty  (30) days after  written  notice has been given to
Lessee.  If the default cannot reasonably be cured within thirty (30) days after
written notice to Lessee, Lessee shall not be in default of this lease if Lessee
commences to cure the default  within the thirty (30) day period and  diligently
and in good  faith  continues  to cure the  default.  Notices  given  under this
paragraph shall specify the alleged default and the applicable lease provisions,
and shall  demand that Lessee  perform the  provisions  of this lease or pay the
rent which is in arrears,  as the case may be, within the  applicable  period of
time,  or quit the  Premises.  No such notice shall be deemed a forfeiture  or a
termination  of this lease  unless  Lessor so elects in the  notice.  Lessor can
terminate  Lessee's  right to possession of the Premises if Lessee is in default
of this lease and the  applicable  time to cure said  default has  expired,  and
shall be able to recover damages as allowed by law.

         13.  Lessor's  Right to Enter  Premises.  Upon  twenty-four  (24) hours
advance written notice, Lessor shall have the right to enter the Premises at all
reasonable times to do any necessary  maintenance and to make any restoration to
the Premises the Lessor has the right or obligation to perform.

         14.      Surrender of Premises; Holding Over.

         14.1     Surrender of Premises.  On termination  of this lease,  Lessee
shall  surrender to Lessor the Premises in good  condition  (except for ordinary
wear and tear) and shall remove all of

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its personal property from the Premises.

         14.2     Holding Over. If Lessee,  with  Lessor's  consent,  remains in
possession of the Premises after expiration or termination of the term, or after
the date of any notice given by Lessor to Lessee  terminating  this lease,  such
possession by Lessee shall be deemed to be a month-to-month  tenancy  terminable
on thirty (30) days' written notice given at any time by either party.  The rent
paid shall be equal to the last monthly  payment  made by Lessee to Lessor.  All
provisions  of this lease  except  those  pertaining  to term shall apply to the
month-to-month tenancy.

         15.      Miscellaneous Provisions.

         15.1     Notices. Any notices which either party desires or is required
to give to the other  party or any other  person  shall be in writing and either
delivered  personally,  or sent by pre-paid,  first-class mail, addressed to the
other  party,  at the address set forth in the  introductory  paragraph  to this
lease.  Either  party may change its  address by  notifying  the other  party in
writing of the change of address.

         15.2     No Waiver. No waiver of any covenant or condition contained in
this lease, or of any breach of any such covenant or condition shall  constitute
a waiver of the rights of either party to act upon any subsequent breach of such
covenant or condition,  or justify or authorize the non- observance of any other
occasion of the same or any other covenant or condition hereof of either party.

         15.3     Independent  Advice of  Counsel.  Each of the  parties  hereto
represent that in executing this lease they rely solely upon their own judgment,
belief  and  knowledge,  or the advice of their  counsel;  that they have had an
opportunity  to obtain counsel or have declined to do so, and that they have not
been  influenced to any extent  whatsoever in executing this lease by way of any
representations  or statements  covering any matters made by the parties  hereto
which are not contained herein, or by any person representing any of the parties
hereto.

         15.4     Authority. The signatories to this lease warrant and represent
that they have full legal power and authority to enter into this lease on behalf
of the parties hereto.

         15.5     Modification.  This  lease may not be  amended,  modified,  or
supplemented except by a written agreement signed by both parties hereto.

         15.6     Time  is of the  Essence.  Time  is of  the  essence  of  each
provision of this lease.

         15.7     Successors.  This  lease  shall be binding on and inure to the
benefit of the parties and their successors.

         15.8     Governing  Law.  This lease shall be governed,  construed  and
interpreted in accordance with the laws of the State of California.

         15.9     Severability. The unenforceability,  invalidity, or illegality
of any provision shall not render the other provisions unenforceable, invalid or
illegal.


         Executed this 15th day of November, 2003.



LESSEE:                                               LESSOR:

SMOG CENTERS OF CALIFORNIA, LLC                       APRO, LLC


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BY: STEPHEN D. WILSON, MANAGER                        BY: JEFF APPEL, MANAGER
























































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