<PAGE>

EXHIBIT 10.2

                                                          LEASE AGREEMENT

         This Lease is made this 14 day of March, 2000 between R2H2 LLC, a
Washington limited liability company ("Landlord") and URBAN JUICE & SODA
COMPANY, a Wyoming corporation ("Tenant"). Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord the Premises upon the following terms and
conditions.

         Landlord and Tenant agree:

         1. DEFINITIONS Whenever used in this Lease, the following terms shall
have the meanings indicated below.

                  1.1 ADDITIONAL RENT. The Tax Rent and all other amounts,
except Fixed Rent, payable by Tenant under this Lease.

                  1.2 BUILDING. The improvements known as 234 - 9th Avenue
North, Seattle, Washington ("Building") plus the underlying land described in
Exhibit A ("Building Parcel").

                  1.3 PREMISES. Approximately 7,989 rentable square feet located
in the Building.

                  1.4 COMMENCEMENT DATE. March 1, 2000, subject to the terms of
Section 3 below.

                  1.5 FIXED RENT. $10,984.88 per month.

                  1.6 PERMITTED USES. General office purposes.

                  1.7 NOTICE ADDRESSES.

                             Landlord:   R2H2 LLC
                                    227 WESTLAKE AVENUE NORTH

                                    SEATTLE, WASHINGTON  98109

                                    ATTN:  SCOTT REDMAN

                             Tenant:     Urban Juice & Soda Company
                                         234 - 9th Avenue North
                                         Seattle, Washington  98109

                                      67
<PAGE>

                  1.8 RENT. The Fixed Rent and Additional Rent.

                  1.9 TERM. Three (3) years.

                  1.10 SECURITY DEPOSIT. $10,984.88

         2.       RENT

                  2.1 PAYMENT. All Rent shall be paid in lawful money of the
United States which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment, at the address of Landlord set forth
in this Lease or at such other place as Landlord in writing may designate,
without any set-off or deduction whatsoever and without any prior demand
therefor. Upon execution of this Lease, Tenant shall pay to Landlord the Fixed
Rent for the first and last months of the Term as well as the Security Deposit.

                  2.2 FIXED RENT. Tenant shall pay the Fixed Rent in equal
monthly installments in advance on the first day of each calendar month included
in the Term.

                  2.3 TAX RENT. In addition to the Fixed Rent, Tenant shall pay,
prior to delinquency, all Real Property Taxes (sometimes referred to herein as
Tax Rent). "Real Property Taxes" shall mean real and personal property taxes,
LID's, assessments, and other governmental impositions and charges of every kind
and nature, now or hereafter imposed, including surcharges with respect thereto,
which may during the Term of this Lease be levied, assessed, imposed, or
otherwise become due and payable with respect to the Building, including tenant
improvements and the Building Parcel and all improvements, fixtures, and
equipment thereon, or the use, occupancy or possession thereof; taxes on
property of Tenant; and any taxes levied or assessed in addition to, in lieu of,
or as a substitute for, in whole or part, taxes now levied or assessed or any
other tax upon owning, leasing or rents receivable by Landlord from the
Building, but not including any federal or state income tax imposed on Landlord.

                  2.4 ADDITIONAL RENT. Unless another time shall be herein
expressly provided, Additional Rent shall be due and payable on demand or
together with the next succeeding installment of Fixed Rent, whichever shall
first occur; and Landlord shall have the same remedies for failure to pay the
Additional Rent as for a non-payment of Fixed Rent.

                  2.5 RENT FOR A PARTIAL MONTH. For any portion of a calendar
month included at the beginning or end of the Term, Tenant shall pay 1/30th of
each monthly installment of Rent for each day of such portion, payable in
advance at the beginning of such portion.

                  2.6 INTEREST AND LATE CHARGE. From and after 5 days after the
due date of any payment of Rent, interest shall accrue thereon at the rate of
the lesser of 1-1/2% per month or the maximum rate permitted by law. Any amounts
of Rent not paid within five (5) days after their due date shall be subject to a
late charge equal to five percent (5%) of the delinquent amount.

                                      68
<PAGE>

         3. COMMENCEMENT DATE AND IMPROVEMENTS The Term of this Lease shall
commence on the later of: (i) March 1, 2000; or (ii) the date Landlord has
completed the installation of new carpet in the Premises and the painting of the
Premises, all to be conducted at Landlord's expense. The color of such paint
shall be subject to Tenant's reasonable approval. In addition to the foregoing,
prior to the commencement of the Term, Landlord and Tenant shall conduct a
walk-through inspection of the Premises for the purpose of identifying and
replacing any broken lighting fixtures, or broken or cracked windows. All such
items shall be replaced at Landlord's expense. Notwithstanding the foregoing,
Landlord's maximum liability for the cost of such carpeting, painting and
repairs or replacements shall be Four Dollars ($4.00) per rentable square foot
of area in the Premises. Any costs in excess of that amount shall be borne by
Tenant.

         4. SECURITY DEPOSIT As security for the performance of this Lease by
Tenant, Tenant has paid to Landlord the Security Deposit as specified in Section
1.10 hereof, receipt of which is hereby acknowledged. Landlord may apply all or
any part of the Security Deposit to the payment of any sum in default or any
other sum which Landlord may in its reasonable discretion deem necessary to
spend or incur by reason of Tenant's default. In such event, Tenant shall,
within five (5) days of written demand therefore by Landlord, deposit with
Landlord the amount so applied. The amount of the Security Deposit then held by
Landlord shall be repaid to Tenant within thirty (30) days after the expiration
or sooner termination of this Lease. Landlord shall not be required to keep any
Security Deposit separate from its general funds and Tenant shall not be
entitled to any interest thereon.

         5. NET LEASE The parties agree that the rent provided for in this Lease
shall be absolutely net to Landlord, free of any and all real estate taxes,
personal property taxes and other taxes, expenses, liabilities, charges or other
deductions whatsoever with respect to the Premises and/or the ownership,
leasing, operation, maintenance, repair, rebuilding, use or occupation thereof,
or with respect to any interest of Landlord therein, it being the intention of
the parties that, by the execution of this Lease, Tenant shall, during the term
of this Lease, assume with respect to the Premises every obligation relating
thereto which the ownership thereof would entail and which, but for this Lease,
would be borne by Landlord. This Lease is a net lease and, notwithstanding any
law, all rent and other amounts payable under this Lease by Tenant shall be paid
without offset, counterclaim, abatement or defense, except as specifically
provided herein.

         6. UTILITIES SERVICE Tenant shall be solely responsible and shall pay
separately, directly to the provider thereof, for all charges for fuel, heat,
water, sewer service, refuse collection, gas, electricity, telephone and for all
other utilities used or consumed in the Premises. It is understood that Landlord
shall not be required to provide any services or utilities to Tenant and shall
not be responsible for any failure or interruption thereof, and Tenant shall
make any necessary arrangements to have all of such services or utilities billed
directly to and paid directly by Tenant.

         7.       LANDLORD'S COVENANTS

                  7.1 REPAIRS BY LANDLORD. Landlord shall make necessary repairs
to the exterior foundations and structural members of the roof of the Building
and shall make necessary structural repairs to the exterior walls of the
Building, provided that Landlord shall not be obligated hereby to

                                      69
<PAGE>

do any work required to be done because of any damage caused by any act,
omission or negligence of Tenant and its visitors, agents, and employees.
Routine repairs and maintenance of the roof of the Building shall be the
responsibility of Tenant. Landlord shall commence any such repair within a
reasonable time after written notice from Tenant that the same is necessary.
Landlord warrants that all mechanical, plumbing and electrical systems in the
Building shall remain in good working condition through the period expiring
ninety (90) days after the Commencement Date. Any claim by Tenant under this
warranty must be delivered to Landlord in writing within such 90-day period.

                  7.2 QUIET ENJOYMENT. Landlord covenants that Tenant, on paying
the Rent and performing Tenant's obligations in this Lease, shall peacefully and
quietly have, hold and enjoy the Premises throughout the Term without hindrance,
ejection or molestation by any person lawfully claiming under Landlord, subject
to the other terms and provisions of this Lease and to all mortgages and
underlying leases of record to which this Lease is or may become subject and
subordinate.

                  7.3 LANDLORD'S LIABILITY. Anything in this Lease to the
contrary notwithstanding, covenants, undertakings and agreements herein made on
the part of Landlord are made and intended for the purpose of binding only the
Landlord's interest in the Building and Building Parcel, as the same may from
time to time be encumbered, and are not intended to bind personally or the
assets of Landlord (other than Landlord's interest in the Building and Building
Parcel). Except to the extent of Landlord's interest in the Building and the
Building Parcel, no personal liability or personal responsibility is assumed by,
nor shall at any time be asserted or enforceable against Landlord or its
partners or shareholders or their respective heirs, legal representatives,
successors, and assigns on account of the Lease or on account of any covenant,
undertaking or agreement of Landlord in or relating to this Lease.

                  7.4 INDEMNITY. Landlord shall indemnify and save Tenant
harmless of and from all loss, cost liability, damage and expense, including,
but not limited to, attorneys' fees, penalties and fines, incurred in connection
with or arising from (i) any default by Landlord in the observance or
performance of any of the terms, covenants or conditions of this Lease on
Landlord's part to be observed or performed, or (ii) the negligent acts or
omissions of Landlord or its contractors, agents or employees during or after
the expiration of the Term.

         8.       TENANT'S ADDITIONAL COVENANTS

                  8.1 AFFIRMATIVE COVENANTS. Tenant covenants, at all times
during the Term:

                             8.1.1 To use the Premises only for the Permitted
Use and for no other purpose and in no event shall Tenant permit the use of the
Premises in violation of any federal, state or local laws or regulations, in
violation of any covenants and restrictions affecting the Building and Building
Parcel, or for any unlawful, or noxious or offensive purpose or in such a manner
as to constitute a nuisance.

                             8.1.2 Except for repairs required to be made by
Landlord, to take good care of the Premises and, at Tenant's sole cost and
expense, to make all improvements, repairs

                                      70
<PAGE>

(including without limitation all routine repairs and maintenance of the roof of
the Building) and replacements, interior and exterior, structural or
nonstructural, foreseen or unforeseen as and when needed to preserve the
Premises in good working order and condition and in compliance with all
applicable laws and regulations. Without in any way limiting the foregoing,
Tenant shall make any improvements or upgrades required by applicable laws
(including without limitation the Americans With Disabilities Act) as a result
of Tenant's use of, or improvements to, the Building or the Premises.

                             8.1.3 To pay promptly when due the entire cost of
any work to the Premises, including equipment, facilities and fixtures therein,
undertaken by Tenant, so that the Premises and the Building shall, at all times,
be free of liens for labor and materials; to procure all governmental approvals
before undertaking such work.

                             8.1.4 To indemnify and save Landlord harmless of
and from all loss, cost liability, damage and expense, including, but not
limited to, attorneys' fees, penalties and fines, incurred in connection with or
arising from (i) any default by Tenant in the observance or performance of any
of the terms, covenants or conditions of this Lease on Tenant's part to be
observed or performed, (ii) the use or occupancy or manner of use or occupancy
of the Premises, the Building, or the Building Parcel by Tenant or any Person
claiming through or under Tenant, (iii) acts, omissions or negligence of Tenant
or any such Person, or the contractors, agents, servants, employees, visitors or
licensees of Tenant or any Person claiming through or under Tenant, in or about
the Premises either prior to, during or after the expiration of the Term, or
(iv) any claims by any Persons, by reason of injury to Persons or damage to
property occasioned by any use, occupancy, act, omission or negligence referred
to herein.

                             8.1.5 To maintain with responsible insurance
companies approved by Landlord (i) commercial general liability insurance, with
contractual liability endorsement covering the matters set forth in subsections
8.1.4(ii), (iii) and (iv) above, with a combined single limit in an amount not
less than $1,000,000 which insurance shall name Landlord and its agents as an
additional insured; (ii) fire insurance, with extended coverage, vandalism,
malicious mischief and sprinkler leakage endorsements covering all fixtures and
equipment, stock in trade, furniture, furnishings, improvements or betterments
installed or made by Tenant in, on or about the Premises to the extent of their
full replacement value. Tenant's insurance shall be in form satisfactory to
Landlord and shall provide that it shall not be subject to cancellation,
termination or material change, nor shall the policies therefor be surrendered
for termination except after at least ten (10) days' prior written notice to
Landlord and, upon Landlord's request, to any mortgagee of Landlord. In
addition, Tenant will procure and maintain, at Tenant's expense, physical damage
insurance covering all real and personal property, located on or in, or
constituting a part of, the Building in an amount equal to one hundred percent
(100%) of the replacement value of all such property. Such insurance shall
afford coverage for damages resulting from (i) perils covered by what is
commonly referred to as "broad from all perils coverage" (but excluding
earthquake and flood), and (ii) boilers and machinery coverage as appropriate
for apparatus located in the Building. All policies required pursuant to this
paragraph or duly executed certificates for such policies shall be deposited
with Landlord not less than ten (10) days from the day Tenant is expected to
take occupancy and upon

                                      71
<PAGE>

renewals of said policies not less than fifteen (15) days prior to the
expiration of the term of such coverage.

                             Notwithstanding anything to the contrary herein,
Landlord and Tenant mutually agree that with respect to any loss or damage to
the real or personal property of either on the Building Parcel, including the
Building itself (whether caused by the negligence of Landlord or Tenant or any
other cause), which is covered by insurance then being carried by them
respectively, or required to be carried, or as to any coverage which Landlord
agrees need not be carried, the party suffering a loss releases the other of and
from any and all claim with respect to such loss; and they further mutually
agree that their respective insurance companies shall have no right of
subrogation against the other on account thereof.

                             8.1.6 The Landlord and Landlord's agents and
employees shall not be liable for, and Tenant waives all claims for, loss or
damage to Tenant's business or damage to person or property sustained by Tenant
resulting from any accident or occurrence (unless caused by or resulting from
the negligence of Landlord, its agents, servants or employees other than
accidents or occurrences against which the Tenant is insured or required to be
insured) or in or upon the Premises or the Building.

                             8.1.7 To permit Landlord and its agents to have
access in and about the Premises including, without limitation, the right to
enter the Premises on twenty-four (24) hours' prior notice (except in the case
of emergency) to examine the Premises or for the purpose of performing any
obligation of Landlord under this Lease or exercising any right or remedy
reserved to Landlord in this Lease.

                             8.1.8 To pay on demand Landlord's expenses,
including reasonable attorneys' fees, at trial and on appeal, incurred in
successfully enforcing any obligation of the Tenant under this Lease or incurred
in any action or proceeding arising out of or pursuant to this Lease.

                             8.1.9 This Lease and all of Tenant's rights
hereunder are subject and subordinate to any mortgages or deeds of trust that
now exist or may hereafter be placed upon the Building, the Building Parcel or
any part thereof and to any and all advances to be made thereunder.

                             8.1.10 In addition to and not in limitation of
Section 8.1.1, Tenant shall, at its expense, comply with any existing or
hereafter-enacted environmental cleanup responsibility laws affecting Tenant's
operation at the Premises ("Cleanup Laws"). Tenant shall, at its expense, make
all submissions to, provide all information to, and comply with all requirements
of the appropriate governmental authority (the "Authority") under the Cleanup
Laws. Should the Authority determine that a cleanup plan be prepared and that a
cleanup be undertaken because of any spills or discharges of hazardous
substances or wastes at the Premises which occur during the Lease term, Tenant
shall at its expense prepare and submit the required plans and financial
assurances and carry out the approved plans. Tenant's obligations under this
Section 8.1.10 shall arise if there is any closing, terminating or transferring
of operations of an industrial establishment

                                      72
<PAGE>

at the Premises pursuant to the Cleanup Laws. At no expense to Landlord, Tenant
shall promptly provide all information requested by Landlord for preparation of
affidavits required by Landlord to determine the applicability of the Cleanup
Laws to the Premises, and shall sign the affidavits promptly when requested to
do so by Landlord.

                             Tenant shall indemnify, defend, and hold harmless
Landlord from all fines, suits, procedures, claims and actions of any kind
arising out of or in any way connected with any spills or discharges of
hazardous substances or wastes (as described in any Cleanup Laws) at the
Premises that occur during the Lease term, including all fines, suits,
procedures, claims and actions of any kind arising out of Tenant's failure to
provide all information, make all submissions and take all steps required by the
Authority under the Cleanup Laws or any other environmental laws. Tenant's
obligations and liabilities under this paragraph shall survive termination or
sooner expiration of this Lease. Tenant's failure to abide by the terms of this
Section shall be restrainable by injunction.

                             8.1.11 Upon the expiration or sooner termination of
the Term, to quit and surrender the Premises to Landlord, broom clean, in the
condition existing on the Commencement Date, ordinary wear and tear and casualty
not caused by Tenant excepted. To remove all property of Tenant and, at
Landlord's option, to remove any alteration, addition and improvement made by
Tenant and to repair all damages to the Premises caused by such removal. Any
improvements or installations which are required to be but are not so removed
shall be deemed to have been abandoned by Tenant and may be retained or disposed
of by Landlord, as Landlord shall desire, but Tenant shall be responsible for
the cost of restoration of the Premises and removal and disposal.

                  8.2 NEGATIVE COVENANTS. Tenant covenants at all times during
the Term and such further time as Tenant occupies the Premises or any part
thereof:

                             8.2.1 Not to make or perform, or permit the making
or performance of, any alterations, subdivisions, installations, decorations,
improvements, additions or other physical changes in or about the Premises
including those which are necessary to satisfy any applicable laws or
regulations (referred to collectively as "alterations") without Landlord's prior
written consent. Landlord agrees not to unreasonably withhold its consent to any
interior nonstructural alterations to be made by Tenant to adapt the Premises
for Tenant's business purposes.

                             8.2.2 Not to assign, sell, mortgage, pledge, or in
any manner, voluntarily or involuntarily, transfer or permit the transfer of
this Lease or any interest therein, or sublet the Premises or parts thereof
without Landlord's prior written consent, which Landlord shall not unreasonably
withhold or delay. A transfer or change in the owners of Tenant's stock or a
change in the composition of any noncorporate Tenant shall, unless such stock is
publicly traded, be deemed an assignment. Consent by Landlord to an assignment,
subletting, concession or license shall not be construed to relieve Tenant from
obtaining the express consent of Landlord to any further assignment or
subletting, nor shall the collection of Rent by Landlord from any assignee,
subtenant or other occupant be deemed a waiver of this covenant or an acceptance
of the assignee

                                      73
<PAGE>

or subtenant as Tenant or a release of Tenant from the covenants in this Lease
on Tenant's part to be performed. Tenant and any assignee or subtenant shall be
jointly and severally liable for the obligations of this Lease. Notwithstanding
the foregoing, in lieu of granting its consent to any proposed assignment or
subletting, Landlord may elect to terminate this Lease with respect to the area
being assigned or sublet and recapture such area, in which event Tenant shall be
released from all subsequent liability hereunder with respect to such area so
recaptured.

         9.       DESTRUCTION:  CONDEMNATION

                  9.1        DAMAGE OR DESTRUCTION.

                             9.1.1 In case of damage to the Premises or the
Building by fire or other casualty, Tenant shall give immediate notice to
Landlord. If the Building is damaged by fire or any other cause to such extent
that the cost of restoration, as reasonably estimated by Landlord, will equal or
exceed 30% of the replacement value of the Building (exclusive of foundations)
just prior to the occurrence of the damage, or if insurance proceeds sufficient
for restoration are for any reason unavailable, then Landlord may no later than
the sixtieth (60th) day following the damage, give Tenant a notice of election
to terminate this Lease. In the event of such an election this Lease shall be
deemed to terminate on the third day after the giving of said notice, Tenant
shall surrender possession of the Premises within a reasonable time thereafter,
and the Rent and Additional Rent shall be apportioned as of the date of said
surrender and any Rent paid for any period beyond said date shall be repaid to
Tenant. If the cost of restoration as estimated by Landlord shall amount to less
than 30% of such replacement value of the Building and insurance proceeds
sufficient for restoration are available, or if despite the cost Landlord does
not elect to terminate this Lease, Landlord shall restore the Building and the
Premises (to the extent of improvements to the Premises originally provided by
Landlord hereunder) with reasonable promptness, subject to delays beyond
Landlord's control and delays in the making of insurance adjustments by
Landlord, and Tenant shall have no right to terminate this Lease except as
herein provided. To the extent that the Premises are rendered untenantable, the
Rent shall proportionately abate, except in the event such damage resulted from
or was contributed to, directly, or indirectly, by the act, fault or neglect of
Tenant, Tenant's contractors, agents, employees, invitees or licensees, in which
event Rent shall abate only to the extent Landlord receives proceeds from
Landlord's rental income insurance policy to compensate Landlord for loss of
rent.

                             9.1.2 No damages, compensations or claim shall be
payable by Landlord for inconvenience, loss of business or annoyance arising
from any repair or restoration of any portion of the Premises or of the
Building. Landlord shall use its best efforts to effect such repairs promptly.

                             9.1.3 Landlord will not carry insurance of any kind
on any improvements paid for by Tenant or on Tenant's furniture or furnishings
or on any fixtures, equipment, personal property, inventory, improvements or
appurtenances of Tenant under this Lease and Landlord shall not be obligated to
repair any damage thereto or replace the same.

                                      74
<PAGE>

                  9.2 DOMAIN. If all of the Premises or such portions of the
Building as may be required for the reasonable use of the Premises, are taken by
eminent domain, this Lease shall automatically terminate as of the date title
vests in the condemning authority and all Rents, Additional Rents and other
payments shall be paid to that date.

         10.      DEFAULTS AND REMEDIES

                  10.1 DEFAULT. Upon the occurrence, at any time prior to or
during the Term, of any one or more of the following events (referred to as
"Events of Default"):

                             10.1.1 If Tenant shall default in the payment when
due of any installment of Fixed Rent or in the payment when due of any
Additional Rent, and such default shall continue for a period of five (5) days;
or

                             10.1.2 If Tenant shall default in the observance or
performance of any term, covenant or condition of this Lease on Tenant's part to
be observed or performed (other than covenants for the payment of Fixed Rent and
Additional Rent) and Tenant shall fail after notice by Landlord of such default
to remedy such default within twenty (20) days or if said default is not capable
of being cured within said twenty (20) day period and Tenant shall not commence
the cure within said period or shall not thereafter diligently prosecute to
completion all steps necessary to remedy such default;

Then, after the occurrence of such Event of Default, Landlord at any time
thereafter, at Landlord's option, may terminate this Lease by written notice to
Tenant but Tenant shall remain liable for damages as provided herein, or
Landlord may relet the Premises without terminating this Lease, or Landlord may
exercise any other right or remedy allowed by law or provided herein.

                  10.2       REMEDIES OF LANDLORD.

                             10.2.1 If an Event of Default has occurred, then,
in any of such events, Landlord may without notice, institute summary
proceedings, terminate all services, dispossess Tenant and the legal
representative of Tenant or other occupants of the Premises, and remove their
effects and hold the Premises as if this Lease had not been made, and Tenant
shall remain liable for damages as provided herein.

                             10.2.2 Upon an Event of Default, Landlord, in
addition to any other rights or remedies it may have, at its option, may enter
the Premises or any part thereof, either with or without process of law, and
expel, remove or put out Tenant or any other persons who may be thereon,
together with all personal property found therein; and Landlord may terminate
this Lease, or it may from time to time, without terminating this Lease and as
agent of Tenant, re-let the Premises or any part thereof for such term or terms
(which may be for a term less than or extending beyond the term hereof), and at
such rental or rentals and upon such other terms and conditions as Landlord in
its sole discretion may deem advisable, with the right to repair, renovate,
remodel, redecorate, alter and change the Premises, Tenant remaining liable for
any deficiency computed as hereinafter set forth. In the case of any default,
re-entry and/or dispossession by summary

                                      75
<PAGE>

proceedings or otherwise, all Rent and Additional Rent shall become due
thereupon and be paid up to the time of such re-entry or dispossession, together
with such expenses as Landlord may incur in connection with such default for
attorneys fees, advertising expenses, brokerage fees and/or putting the Premises
in good order or preparing the same for re-rental.

                             10.2.3 If an Event of Default has occurred,
Landlord shall have the right to have a receiver appointed to collect rent and
conduct Tenant's business. Neither the filing of a petition for appointment of a
receiver nor the appointment itself shall constitute an election by Landlord to
terminate this Lease.

                             10.2.4 Tenant, for itself, and on behalf of any and
all persons claiming through or under it, including creditors of all kinds, does
hereby waive and surrender all right and privilege which they or any of them
might have under or by reason of any present or future law, to redeem the
Premises or to have a continuance of this Lease for the term hereof, as it may
have been extended, after having been dispossessed or ejected therefrom by
process of law or under the terms of this Lease or after the termination of this
Lease as herein provided.

                             10.2.5 At the option of Landlord, rents received by
the Landlord from such re-letting shall be applied first to the payment of any
indebtedness from Tenant to Landlord other than Rent and Additional Rent due
hereunder; second, to the payment of any costs and expenses of such re-letting
and including, but not limited to, attorneys fees, advertising fees and
brokerage fees, and to the payment of any alteration and changes in the
Premises; third, to the payment of Rent and Additional Rent due and to become
due hereunder, and, if after so applying said rents there is any deficiency in
the Rent or Additional Rent to be paid by Tenant under this Lease, Tenant shall
pay any deficiency to Landlord monthly on the dates specified herein and any
payment made or suits brought to collect the amount of the deficiency for any
month shall not prejudice in any way the right of Landlord to collect the
deficiency for any subsequent month. The failure or refusal of Landlord to
re-let the Premises or any part or parts thereof shall not release or affect
Tenant's liability hereunder, nor shall Landlord be liable for failure to
re-let. No such re-entry or taking possession, of the Premises shall be
construed as an election on Landlord's part to terminate this Lease unless a
written notice of such intention be given to Tenant.

                  10.3 LANDLORD'S RIGHT TO CURE DEFAULTS. Landlord may cure,
after notice of default is served, any default by Tenant under this Lease; and
whenever Landlord so elects, all costs and expenses incurred by Landlord in
curing a default, including, without limitation, reasonable attorneys' fees,
together with interest on the amount of costs and expenses so incurred at the
rate provided in Section 2.6 hereof, shall be paid by Tenant to Landlord on
demand, and shall be recoverable as Additional Rent.

                  10.4 WAIVER OF DEFAULT. No consent or waiver, express or
implied, by Landlord or Tenant to or of any breach of any covenant, condition or
duty of the other shall be construed as a consent or waiver to or of any other
breach of the same or any other covenant, condition or duty of Tenant, unless in
writing signed by the party against whom waiver is sought.

                                      76
<PAGE>

                  10.5 HOLDOVER BY TENANT. In the event Tenant remains in
possession of any portion of the Premises after the expiration of the Term as to
such portion but with the written permission of Landlord, Tenant shall be deemed
to be occupying such portion of the Premises as a tenant from month to month, at
a monthly rental equal to twice the monthly installment of Fixed Rent payable
during the last month of the Term, subject to all the other conditions,
provisions and obligations of this Lease insofar as the same are applicable to a
month-to-month tenancy. Tenant shall not and hereby waives the right to
interpose any counterclaim or counterclaims in a summary proceeding or other
action by Landlord based on holdover.

         11. SIGNAGE Any signage installed by Tenant shall be subject to
Landlord's prior written consent, which Landlord may withhold in its sole
discretion. All such signage shall be installed and maintained at Tenant's sole
expense, and on or before the expiration of the Term of this Lease, such signage
shall be removed by Tenant at its sole expense. Tenant shall repair any damage
caused to the Building by such removal. All such signage shall comply with all
applicable laws and codes.

         12. PARKING Tenant shall be entitled to use the loading dock area on
the Building Parcel for parking Tenant's vehicles at no additional cost to
Tenant. Such parking shall be subject to such reasonable rules and regulations
as Landlord may issue from time to time. At Tenant's request, Landlord shall use
reasonable efforts to obtain for Tenant off-site parking spaces near the
Premises, on a month to month basis, at the rate charged by the owner of such
parking facilities.

         13.      MISCELLANEOUS PROVISIONS

                  13.1 NOTICES. Any notice or demand from Landlord to Tenant or
from Tenant to Landlord shall be in writing and shall be deemed duly served if
mailed by registered or certified mail, return receipt requested, addressed, if
to Tenant, at the address of Tenant set forth herein, or to such other address
as Tenant shall have last designated by notice in writing to Landlord, and if to
Landlord, at the address of Landlord set forth herein or such other address as
Landlord shall have last designated by notice in writing to Tenant. Notice shall
be deemed served when mailed.

                  13.2 BROKERAGE. Tim O'Keefe of Colliers International
("Landlord's Broker") represented Landlord and R. Hans Kemp of The Staubach
Company ("Tenant's Broker") represented Tenant in connection with this Lease.
Landlord shall pay any commission owing to Landlord's Broker, and Landlord's
Broker shall pay any commission owing to Tenant's Broker, in connection with
this Lease. Tenant and Landlord warrant that they have had no dealings with any
broker or agent in connection with this Lease other than the Landlord's Broker
and Tenant's Broker, and each covenants to pay, hold harmless and indemnify the
other from and against any and all cost, expense or liability for any
compensation, commissions and charges claimed by any other broker or agent with
respect to this Lease or the negotiation thereof with whom they had dealings.

                  13.3 ESTOPPEL CERTIFICATES. Each of the parties agrees that it
will, at any time and from time to time, within 10 business days following
written notice by the other party hereto specifying that it is given pursuant to
this Section, execute, acknowledge and deliver to the party

                                      77
<PAGE>

who gave such notice a statement in writing certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified and stating the
modifications), and the dates to which the Rent and any other payments due
hereunder from Tenant have been paid in advance, if any, and stating whether or
not to the best of knowledge of the signer of such certificate the other party
is in default in performance of any covenant, agreement or condition contained
in this Lease, and, if so, specifying each such default of which the signer may
have knowledge.

                  13.4 APPLICABLE LAW AND CONSTRUCTION. The laws of the State of
Washington shall govern the validity, performance and enforcement of this Lease.
The invalidity or unenforceability of any provision of this Lease shall not
affect or impair any other provision.

                  13.5 RELATIONSHIP OF THE PARTIES. Nothing contained herein
shall be deemed or construed by the parties hereto, or by any third party, as
creating the relationship of principal and agent or partnership or joint venture
between the parties hereto.

                  13.6 BINDING EFFECT OF LEASE. The covenants, agreements and
obligations herein contained, except as herein otherwise specifically provided
shall extend to, bind and inure to the benefit of the parties hereto and their
respective personal representatives, heirs, successors and permitted assigns.

                  13.7 NO ORAL CHANGES. Neither this Lease nor any provision
hereof may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought.

                  13.8 ENTIRE AGREEMENT. This Lease is the final and complete
expression of Landlord and Tenant relating in any manner to the leasing, use and
occupancy of the Premises, to Tenant's use of the Building and other matters set
forth in this Lease. No prior agreement or understanding pertaining to the same
shall be valid or of any force or effect.

                                      78
<PAGE>

         Landlord and Tenant have executed this Lease as of the day and year set
forth at the beginning of this Lease.

         LANDLORD:           R2H2 LLC, a Washington limited liability company

                             By: /s/ Scott Redman
                             Its:
                                 -------------------------

         TENANT:             URBAN JUICE & SODA COMPANY, a

                             Wyoming corporation

                             By: /s/ Jennifer Cue
                             Its: Chief Financial Officer


                               79