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                                                                   EXHIBIT 10.85


AND WHEN RECORDED MAIL TO
WHEN RECORDED MAIL TO


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                                    SPACE ABOVE THIS LINE FOR RECORDER'S USE



                            SUBORDINATION AGREEMENT

NOTICE:  THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE
PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER
OR LATER SECURITY INSTRUMENT.

     THIS AGREEMENT, made this ____________ day of ____________________,
19_____, by  Llo-Gas, Inc. owner of the land hereinafter described and
            --------------
hereinafter referred to as "Owner," and       Time Out, LLC
                                        ---------------------------------------,
present owner and holder of the deed of trust and note first hereinafter
described and hereinafter referred to as "Beneficiary";

                                  WITNESSETH

     THAT WHEREAS,                       Llo-Gas, Inc.
                   -------------------------------------------------------------
did execute a deed of trust, dated         October 29, 1999
                                   --------------------------------------------,
to                  Time Out, LLC
   ----------------------------------------------------------------------------,
as trustee, covering:

THE SOUTH ONE-HALF OF THE EAST ONE-HALF OF THE EAST ONE HALF OF FARM LOT 840, IN
THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO MAP SHOWING
SUBDIVISION OF LANDS BELONG TO SEMI-TROPIC LAND AND WATER COMPANY, AS PER MAP
RECORDED IN BOOK 11 OF MAPS, PAGE 12, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY EXCEPT THE NORTH 75 FEET OF THE EAST 160 FEET THEREOF
ALSO EXCEPTING THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED
FEBRUARY 6, 1958 IN BOOK 4430 OF OFFICIAL RECORDS, PAGE 391.  RECORDS OF SAID
COUNTY AREAS AND DISTANCES OF THE ABOVE DESCRIBED PROPERTY ARE COMPUTED TO THE
CENTER LINE OF ALL ADJOINING STREET AND ROADS.

to secure a note in the sum of $300,000.00                              , dated
                                ----------------------------------------
October 29, 1999     , in favor of   Time Out, LLC        , which deed of trust
---------------------              -----------------------
was recorded on ________________________________, in book _____________ page
________________ Official Records of said county; and

     WHEREAS, Owner has executed, or is about to execute, a deed of trust and
note in the sum of $ 200,000.00                      , dated __________________
                    ---------------------------------
____________________________, in favor of  Capstone Financial
                                          -------------------------------------,
hereinafter referred to as "Lender," payable with interest and upon the terms
and conditions described therein, which deed of trust is to be recorded
concurrently herewith; and

     WHEREAS, it is a condition precedent to obtaining said loan that said deed
of trust last above mentioned shall unconditionally be and remain at all times a
lien or charge upon the land hereinbefore described, prior and superior to the
lien or charge of the deed of trust first above mentioned; and

     WHEREAS, Lender is willing to make said loan provided the deed of trust
securing the same is a lien or charge upon the above described property prior
and superior to the lien or charge of the deed of trust first above mentioned
and provided that Beneficiary will specifically and unconditionally subordinate
the lien or charge of the deed of trust first above mentioned to the lien or
charge of the deed of trust in favor of Lender; and

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     WHEREAS, it is to the mutual benefit of the parties hereto that Lender make
such loan to Owner; and Beneficiary is willing that the deed of trust securing
the same shall, when recorded, constitute a lien or charge upon said land which
is unconditionally prior and superior to the lien or charge of the deed of trust
first above mentioned.

     NOW, THEREFORE, in consideration of the mutual benefits accruing to the
parties herein and other valuable consideration, the receipt and sufficiency of
which consideration is hereby acknowledged, and in order to induce Lender to
make the loan above referred to, it is hereby declared, understood and agreed as
follows:

          (1) That said deed of trust securing said note in favor of Lender, and
     any renewals or extensions thereof, shall unconditionally be and remain at
     all times a lien or charge on the property therein described, prior to and
     superior to the lien or charge of the deed of trust first above mentioned.

          (2) That Lender would not make its loan above described without this
     subordination agreement.

          (3) That this agreement shall be the whole and only agreement with
     regard to the subordination of the lien or charge of the deed of trust
     first above mentioned to the lien or charge of the deed of trust in favor
     of Lender above referred to and shall supersede and cancel, but only
     insofar as would affect the priority between the deed of trust hereinbefore
     specifically described, any prior agreements as to such subordination,
     including, but not limited to, those provisions, if any, contained in the
     deed of trust first above mentioned, which provide for the subordination of
     the lien or charge thereof to another deed or deeds of trust or to another
     mortgage or mortgages.

Beneficiary declares, agrees and acknowledges that

          (a) He consents to and approves (i) all provisions of the note and
     deed of trust in favor of Lender above referred to, and (ii) all
     agreements, including but not limited to any loan or escrow agreements,
     between Owner and Lender for the disbursement of the proceeds of Lender's
     loan;

          (b) Lender in making disbursements pursuant to any such agreement is
     under no obligation or duty to, nor has Lender represented that it will,
     see to the application of such proceeds by the person or persons to whom
     Lender disburses such proceeds and any application or use of such proceeds
     for purposes other than those provided for in such agreement or agreements
     shall not defeat the subordination herein made in whole or in part;

          (c) He intentionally and unconditionally waives, relinquishes and
     subordinates the lien or charge of the deed of trust first above mentioned
     in favor of the lien or charge upon said land of the deed of trust in favor
     of Lender above referred to and understands that in reliance upon, and in
     consideration of, this waiver, relinquishment and subordination specific
     loans and advances are being and will be made and, as part and parcel
     thereof, specific monetary and other obligations are being and will be
     entered into which would not be made or entered into but for said reliance
     upon this waiver, relinquishment and subordination; and

          (d) An endorsement has been placed upon the note secured by the deed
     of trust first above mentioned that said deed of trust has by this
     instrument been subordinated to the lien or charge of the deed of trust in
     favor of Lender above referred to.

NOTICE:  THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE
PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF
WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND.


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     Time Out, LLC                        Llo-Gas, Inc.
     -------------                        -------------

                                         /s/ John Castellucci
------------------------------        --------------------------------
By:  James Borba Beneficiary            By:  John Castellucci Owner

(ALL SIGNATURES MUST BE ACKNOWLEDGED)