LEASE AGREEMENT

Made this 1st day of June, 2003, by and between:

LANDLORD:    RIVERBEND PROPERTIES

And

TENANT:      ESSXSPORT CORP.

1. PREMISES. Witnesseth: That the Landlord in consideration of the covenants and
agreements set forth in this lease  agreement  (this "Lease") to be performed by
Tenant and upon the terms and conditions  hereinafter  stated does hereby lease,
demise and let unto Tenant the following described premises.

Approximately 3,000 square feet of office/warehouse  space located and described
as 7624  Pebble  Drive,  Building  28 (the  "Premises")  being a portion  of the
Riverbend Properties, Fort Worth, Texas 76118 (the "Project").

For a term (the "Lease  Term") of 36 months,  commencing on the 1st day of June,
2003 (the "Lease  Commencement  Date"),  and ending on the 31st day of May, 2006
(the "Lease Expiration Date").

2. USE. The Premises  shall be used for office / warehouse for light assembly of
fiber glass  tubing and other  related  items (the  "Permitted  Use") and for no
other purpose.  Tenant and its employees or agents shall not perform any acts or
carry on any practices  which may injure the building or be a nuisance or menace
to other  tenants in the  building,  or use the  Premises  for any  business  or
purpose which is unlawful or violates any public or municipal ordinances.

3. RENT. In consideration of this Lease, Tenant agrees to pay Landlord,  without
deduction  or  offset,  the basic  rent for the  Premises,  at the rate of $(see
paragraph  37) per month,  due and payable in advance on or before the first day
of each calendar month during the term of this Lease.  Tenant has deposited with
the  Landlord  a sum of N/A to be applied to first  month's  rent.  Rent for any
fractional  month has been or shall be prorated.  All sums payable  hereunder by
Tenant shall be made to Landlord at the address designated in Paragraph 34 or to
such other party or address as Landlord may designate.

4.  ADDITIONAL  RENT.  In addition to the basic rent payable  under  Paragraph 3
above,  Tenant shall pay to  Landlord,  in the manner and at the times set forth
below,  additional rent equal to Tenant's Proportionate Share of any increase in
Operating Expenses. In the event that during the Lease Term, the total Operating
Expenses  for any  calendar  year  divided  by the total  square  footage of the
rentable area of the Project  exceed the Base Expense Rate,  Tenant shall pay to
Landlord Tenant's  Proportionate Share of such increase for the calendar year in
question.  If the first and last years  during the Lease Term are less than full
calendar years, then Tenant's  Proportionate  Share of any increase in Operating
Expenses  shall be prorated  based on the number of months in such calendar year
included  within the Lease Term. As used herein,  the following terms shall have
the meanings respectively indicated:

     (a)  "Operating   Expenses"   means  all  expenses,   costs,   charges  and
disbursements of every kind which Landlord shall pay or incur in connection with
the  ownership,  operation  and  maintenance  of  the  Project  (including  such
additional  facilities  hereafter  placed in  operation as Landlord may consider
necessary or beneficial  for the operation of the Project),  including,  without
limitation,  the following:  (i) wages,  salaries and fees (including management
fees) of all  personnel or entities  engaged in the  management,  operation  and
maintenance  of the  Project;  (ii) all  costs  of  operating,  maintaining  and
repairing the Common Areas; (iii) all supplies,  tools,  equipment and materials
used in the  operation and  maintenance  of the Project;  (iv) all  maintenance,
janitorial and service agreements for the Project and the equipment therein; (v)
all  insurance  related to the Project;  (vi) all taxes,  assessments  and other
governmental  charges  assessed  against or  attributable  to the Project or its
operation, exclusive of any income or profit taxes which may be assessed against
Landlord; (vii) all repairs and general maintenance on or of the Project; (viii)
all utilities for the Project; (ix) all costs incurred by Landlord in connection
with any change of any company providing electricity service, including, without
limitation,  maintenance,  repair,  installation  and service  costs  associated
therewith;  and (x) amortization of capital items which in Landlord's reasonable
judgment will reduce  Operating  Expenses or enhance the Project or which may be
required by any governmental authority.

     (b) The "Base Expense Rate" means $1.21 per square foot.

     (c) "Tenant's Proportionate Share" means a fraction, the numerator of which
is the square footage of the Premises and the  denominator of which is the total
rentable area of the Project.

1
<PAGE>

At any time and from time to time during the Lease Term, Landlord may, by giving
notice to  Tenant,  increase  the basic rent per month  payable by Tenant  under
Paragraph 3 above to include Tenant's  Proportionate Share of Operating Expenses
in excess of the Base Expense Rate,  as estimated by Landlord in its  reasonable
judgment.  Tenant shall begin paying the estimated amount together with the next
monthly payment of basic rent due after receipt by Tenant of Landlord's notice.

On or before April 1 of each year, Landlord will prepare and deliver to Tenant a
statement  including (i) the previous calendar year's Operating  Expenses,  (ii)
Tenant's Proportionate Share of any increase in Operating Expenses over the Base
Expense Rate for the prior  calendar year, and (iii) the net amount due Landlord
or, if Tenant has made  estimated  payments of  additional  rent pursuant to the
preceding  paragraph,  any amount  due to be  reimbursed  to Tenant or  credited
against the next rental or other  payments due from Tenant.  Within  thirty (30)
days  after  receipt  of  such  statement,  Tenant  shall  pay to  Landlord  any
additional rent payable by Tenant as reflected therein.

If the Lease Term expires or this Lease terminates before a final  determination
of Tenant's actual Proportionate Share of Operating Expenses has been made, then
the amount of any  increase in  Operating  Expenses  over the Base  Expense Rate
payable for the  preceding  calendar year or the final partial year of the Lease
Term will be estimated by Landlord  based on the best data available to Landlord
at the time of the estimate.  Prior to the Lease  Expiration Date, or as soon as
possible after an earlier  termination  date, an adjustment will be made between
Landlord and Tenant  regarding any additional  rent payable by Tenant under this
Lease. All obligations set forth in this Paragraph 4 shall survive expiration or
earlier termination of this Lease.

5. POSSESSION. Tenant acknowledges that Tenant has fully inspected the Premises,
and on the basis of such inspection, Tenant hereby accepts the Premises, and the
buildings and  improvements  situated  thereon,  as suitable for the purpose for
which they are leased in their present  condition  with such changes  therein as
may be caused by reasonable  deterioration between the date hereof and the Lease
Commencement Date;  provided that in the event any presently installed plumbing,
plumbing fixtures, electrical wiring, lighting fixtures, or air conditioning and
heating  equipment are not in good working  condition on the Lease  Commencement
Date,  Landlord  agrees to repair  promptly  any such  defects  of which  Tenant
delivers  written  notice to  Landlord  within  thirty (30) days after the Lease
Commencement Date.

6. PRIOR  TENANCY.  To the extent Tenant has been a prior tenant of the Project,
execution of this Lease creates a new tenancy  relationship between Landlord and
Tenant and shall not be considered or  interpreted  to be a renewal of any prior
contracts,  leases or  agreements  between  Tenant and  Landlord  or  Landlord's
predecessors-in-interest.  As  additional  consideration  for entering into this
Lease,  Tenant  hereby  waives any and all claims  which  Tenant has or may have
against Landlord or Landlord's predecessors-in-interest arising out of any prior
contracts,  leases or  agreements  or resulting  from any tenancy of the Project
under any such prior contracts, leases or agreements.

7. MAINTENANCE.

     7.1 LANDLORD'S  MAINTENANCE  OBLIGATIONS.  Landlord shall at all times keep
the roof,  foundation,  exterior  walls  (excluding  all  windows and doors) and
underground pipes and all other outside plumbing connections of the improvements
situated on the Premises in good repair. Landlord shall not be obligated to make
any repairs under this  Paragraph  7.1 until a reasonable  time after receipt of
written  notice from Tenant of the need of such  repairs.  Landlord's  liability
hereunder  shall be limited to the cost of such repairs or  corrections.  Tenant
waives the  benefit of any  present or future  law,  which might give Tenant the
right to repair the Premises at  Landlord's  expense or to  terminate  the Lease
because of the condition of the Premises.  Landlord and Tenant  expressly  agree
that  repair,  maintenance  and other  services to be  performed  by Landlord or
Landlord's agents exclusively consists of the exercise of professional  judgment
by such service providers,  and Tenant expressly waives any claims for breach of
warranty arising from the performance of such services.

     7.2 TENANT'S  MAINTENANCE  OBLIGATIONS.  Tenant shall keep the building and
other improvements  located on the Premises in good condition and shall make all
necessary  repairs (except those expressly  required to be made by the Landlord)
including but not limited to repairs to all glass windows, doors, plumbing work,
pipes and fixtures,  the interior of the building,  paved areas exclusively used
by Tenant and other exterior improvements.  Tenant shall also be responsible for
the maintenance of air conditioning,  plumbing fixtures and heating equipment or
components  thereof  and  insect/animal  eradication  located  on or serves  the
Premises.  Tenant will also be  obligated  to  regularly  maintain,  service and
repair air conditioning and heating equipment.  Tenant shall promptly repair any
damage  caused by Tenant's  negligence or default  thereunder,  or negligence of
Tenant's  invitees,  employees or customers.  In the event Tenant should fail to
maintain the Premises as herein required, Landlord shall have the right to cause
repairs or corrections to be made and any reasonable  costs  therefore  shall be
payable by Tenant as additional rental on the next rental installment date.

     7.3 HVAC WARRANTY AND  MAINTENANCE.  Landlord  agrees to warrant and repair
the heating,  ventilating,  and air conditioning (HVAC) units during the initial
six (6) months of the Lease Term, provided:

2
<PAGE>

          (a) Tenant must contract  with a qualified  and properly  insured HVAC
contractor  to have the HVAC units  serviced  at a minimum of one (1) time every
three (3) months. Such service shall include, but not be limited to, cleaning of
the coil and condenser of each unit, checking the electrical connections, oil or
refrigerant  leaks,  safety  devices,  blower belt wear,  tension and alignment,
expansion valve and coil temperature,  and condensate drain, and the lubrication
and addition of freon. Tenant must change filter(s) on a monthly basis.  Failure
by Tenant to properly  maintain HVAC units including monthly filter changes will
void Landlord's warranty.

          (b) Tenant shall  provide a copy of such service  contract  before the
expiration of Landlord's warranty period described above and on each anniversary
date of the Lease thereafter.

     7.4 CONDITION UPON TERMINATION.  Upon the termination of this Lease, Tenant
shall surrender the Premises to Landlord,  broom clean and in the same condition
as received,  except for ordinary  wear and tear which Tenant was not  otherwise
obligated to remedy under any provision of this Lease. Upon termination,  Tenant
shall  deliver to Landlord  all keys to the  Premises.  The costs of any repairs
necessary  to restore the  Premises to the  condition  in which the Premises are
required to be  surrendered  to Landlord  shall be borne  solely by Tenant.  All
alterations,  additions or  improvements  made in or upon the Premises either by
Landlord or Tenant,  shall be Landlord's  property on  termination of this Lease
and shall remain on the Premises.  All  furniture,  movable  trade  fixtures and
equipment  installed  by Tenant may be removed by Tenant at the  termination  of
this Lease,  provided  Tenant is not in default  under this Lease at the time of
such removal, and shall be so removed if required by Landlord. All such removals
and restoration shall be accomplished in a good workmanlike  manner so as not to
damage the primary  structure or structural  qualities of the building and other
improvements situated on the Premises.

8.  UTILITIES

     8.1  GENERAL.  Landlord  covenants  that the  Premises are served by water,
sewer,  electrical  and gas  utilities  but Tenant shall pay all utility use and
connection  charges,  if any, and all charges incurred for any utilities used on
the Premises.  Landlord may, at Landlord's sole discretion,  provide one or more
utility services to the Premises, in which case Tenant agrees to pay to Landlord
its pro rata share of the costs of such utilities services. Tenant shall furnish
all  electrical  light  bulbs and  tubes.  Landlord's  failure  to any extent to
furnish or any stoppage or interruption  of these  utilities  resulting from any
cause  shall not render  Landlord  liable in any  respect  for damages to either
person or property nor relieve  Tenant from the  fulfillment  of any covenant or
agreement hereof.

     8.2 TRASH  REMOVAL.  Tenant shall provide for removal of Tenant's waste and
trash  in  a  commercially   reasonable  manner  and  shall  provide  all  trash
receptacles  and dumpsters in sufficient  amount and capacity to handle Tenant's
waste,  trash and  disposals.  If Tenant fails to have Tenant's  waste and trash
removed in a commercially  reasonable  manner,  Landlord after  forty-eight (48)
hours written notice to Tenant, may cause said waste and trash to be removed. If
Landlord causes Tenant's waste and trash to be removed from the Property, Tenant
shall pay a trash fee, for each such  incident,  in an amount which shall be the
greater of Fifty  Dollars  ($50.00)  or the  Landlord's  cost of having any such
trash  collected  and removed  from the  Property.  If the trash fee is not paid
within five (5) days  following  delivery of an invoice to Tenant for such trash
removal  or if  Tenant  fails to  provide  adequate  trash  receptacles  for its
Premises, Tenant shall be deemed in default of the terms of this Lease.

     8.3 UTILITY DEREGULATION.  Landlord has advised Tenant that presently Texas
Utilities  ("Electric  Service  Provider")  is the utility  company  selected by
Landlord to provide  electricity  service for the Project.  Notwithstanding  the
foregoing,  if permitted by applicable law, Landlord shall have the right at any
time and from time to time during the Lease Term to either  contract for service
from a different company or companies  providing  electricity service (each such
company shall hereinafter be referred to as an "Alternate  Service Provider") or
continue to contract  for service  from the Electric  Service  Provider.  Tenant
shall cooperate with Landlord,  the Electric Service Provider, and any Alternate
Service  Provider  at all  times  and,  as  reasonably  necessary,  shall  allow
Landlord,   Electric  Service  Provider,  and  any  Alternate  Service  Provider
reasonable access to the Project's electric lines, feeders,  risers, wiring, and
any other machinery  within the Premises.  Landlord shall in no way be liable or
responsible for any loss, damage, or expense that Tenant may sustain or incur by
reason of any change, failure, interference, disruption, or defect in the supply
or  character  of the  electric  energy  furnished  to the  Premises,  or if the
quantity or character of the electric  energy  supplied by the Electric  Service
Provider or any Alternative  Service Provider is no longer available or suitable
for Tenant's requirements,  and no such change, failure, defect, unavailability,
or unsuitability shall constitute an actual or constructive  eviction,  in whole
or in part, or entitle Tenant to any abatement or diminution of rent, or relieve
Tenant from any of its obligations under this Lease.

9. LEASEHOLD  IMPROVEMENTS.  Landlord  agrees to install at Landlord's  cost and
expense the  improvements  described in Exhibit "A" attached  hereto.  Except as
expressly set forth in Exhibit "A" attached  hereto,  and except for  Landlord's
agreement to repair the items described in Paragraph 7.1 above, the Premises are
delivered  to Tenant  and are being  leased "AS IS" and "WITH ALL  FAULTS,"  and
Landlord makes no representation or warranty of any kind,  expressed or implied,
with respect to the condition of the Premises.  TO THE MAXIMUM EXTENT  PERMITTED
BY APPLICABLE LAW, LANDLORD HEREBY DISCLAIMS,  AND TENANT WAIVES THE BENEFIT OF,
ANY AND ALL IMPLIED  WARRANTIES,  INCLUDING IMPLIED  WARRANTIES OF HABITABILITY,
FITNESS OR SUITABILITY FOR PURPOSE, OR THAT THE BUILDING OR THE IMPROVEMENTS ON

3
<PAGE>

THE PREMISES HAVE BEEN  CONSTRUCTED  IN A GOOD AND  WORKMANLIKE  MANNER.  TENANT
EXPRESSLY ACKNOWLEDGES THAT LANDLORD DID NOT CONSTRUCT OR APPROVE THE QUALITY OF
CONSTRUCTION OF THE BUILDING.

10.  SIGNS.  Tenant  shall have the right to install  signs upon the exterior of
said  building  only when first  approved  in writing  by  Landlord  in its sole
discretion and subject also to any  applicable  governmental  laws,  ordinances,
regulations,   requirements   and  in   accordance   with  Exhibit   "C",   Sign
Specifications.  Tenant shall remove all signs at the termination of this Lease.
Such installations and removals shall be made in such manner as to avoid injury,
defacement  of the  building  or other  improvements.  The cost of repair of any
damage to the  Premises or  building  caused by the  installation  or removal of
signs shall be borne by Tenant.

11.  ALTERATIONS.  Tenant will not make or allow to be made any  alterations  or
physical  additions in or to the Premises  without the prior written  consent of
Landlord,  which consent shall not be unreasonably withheld as to non-structural
alterations.  Tenant shall fully comply with all applicable  governmental  laws,
ordinances,  codes, and regulations with respect to any alterations or additions
made by Tenant.

Neither Tenant nor anyone holding possession of the Premises through Tenant, has
authority, express or implied, to create or place any lien or encumbrance of any
kind or  nature  whatsoever  upon,  or in any  manner  to bind the  interest  of
Landlord in the Premises,  including those who may furnish  materials or perform
labor for any construction or repairs at the request of Tenant. Tenant covenants
and agrees that it will pay or cause to be paid all sums  legally  performed  on
the Premises and that it will save and hold  harmless  Landlord from any and all
loss,  cost or  expense  based on or  arising  out of  asserted  claims or liens
against  the  Premises  or against  the right,  title and  interest  of Landlord
therein.  Tenant shall  immediately  provide Landlord with written notice of the
placing of any lien or encumbrance against the Premises.  If a mechanics lien or
other  similar lien is recorded  against the Premises or the Project as a result
of  Tenant's  failure to pay for any work  provided  to Tenant at the  Property,
Tenant shall within ten (10) days  following  recordation of any such lien cause
that lien be removed from the Property, regardless of the merits of any disputes
between Tenant and lienholder.

12. DAMAGE TO PREMISES.  In case of damage by fire or other insured  casualty to
the  Premises,  Tenant  shall give  immediate  notice to the  Landlord who shall
thereupon cause the damage to be repaired forthwith, and allow the Tenant a fair
abatement  of  diminution  of rental in  proportion  to the  extent to which the
Premises  are  untenable;  but if the  Premises  or the  building  of which  the
Premises are a part, shall be deemed by Landlord, in Landlord's sole opinion, to
be so damaged as to be unfit for  occupancy,  or if the Landlord shall decide to
not rebuild, this Lease shall terminate and Tenant shall only be liable for rent
and other monetary  obligations  under this Lease to the time of the fire or the
casualty.  Notwithstanding  the foregoing,  if the damage to the Premises or any
portion  of the  Project  shall be caused by the  willful or  negligent  acts of
Tenant,  or its employees,  agents or invitees,  Tenant shall not be entitled to
any rent abatement or other relief and shall  immediately  cause all such damage
to be repaired forthwith at Tenant's sole expense.

13. INDEMNITY.  Landlord shall not be liable to Tenant or to Tenant's employees,
customers,  invitees or visitors, for any injury or damage to person or property
caused  by any act,  omission  or  neglect  of  Tenant  or  Tenant's  employees,
customers, invitees or visitors or any other tenant of the Project (or caused by
the building and improvements located on the Premises becoming out of repair) or
due to any  other  cause  whatsoever,  other  than  as a  result  of  Landlord's
negligence  or  willful  misconduct  and  Tenant  agrees to  indemnify  and hold
Landlord free and harmless from any loss,  expense or claims arising out of such
injury  or  damage  to any  person or  property  caused  by  Tenant,  customers,
invitees, visitors.

14. COMMON AREAS. The use and occupation by Tenant of the Premises shall include
the use, in common with others entitled  thereto,  of the common areas,  parking
areas, access roads,  service roads,  loading facilities,  sidewalks,  and other
facilities as may be designated from time to time by Landlord, subject, however,
to the  terms  and  conditions  of  this  Lease  and  to  reasonable  rules  and
regulations for the use thereof as prescribed from time to time by Landlord.

All common areas  described above shall at all times be subject to the exclusive
control and management of Landlord,  and Landlord shall have the right from time
to time to establish,  modify and enforce  reasonable rules and regulations with
respect to the Common  Areas.  Attached  hereto as Exhibit "B" are the Rules and
Regulations effective as of the date of this Lease.

15.  INSURANCE.  Landlord  shall,  at all times  during  the term of this  Lease
maintain  a policy  or  policies  of  insurance  issued by and  binding  upon an
insurance  company,  insuring  the  building  of which the  Premises  are a part
against loss or damage by fire or other  hazards and  contingencies  as Landlord
determines in its sole opinion or as Landlord's  mortgagees may require.  Tenant
shall  not keep  anything  upon the  Premises  or do  anything  in or about  the
Premises,  which will increase the rates for fire and standard extended coverage
insurance  upon the  Project or any  portion  thereof.  Tenant  agrees to pay on
demand any increase in insurance  premiums caused by or attributable to Tenant's
tenancy at the Premises.

4
<PAGE>

Tenant shall procure and maintain  throughout the term of this Lease a policy of
insurance,  at its sole cost and expense,  insuring Landlord (Halawa View Apts.,
GP dba Riverbend  Properties),  Landlord's  mortgagee (GE Capital  Corp.),  Huff
Brous  McDowell  Management,  Inc.  ("managing  agent")  and Tenant  against all
claims,  demands or actions arising out of or in connection with Tenant's use or
occupancy of the Premises,  or by the  condition of the Premises,  the limits of
such policy or policies to be in an amount not less than  $1,000,000  in respect
to injuries to or death of any person, and in an amount not less than $1,000,000
in respect to  property  damaged or  destroyed,  and to be written by  insurance
companies satisfactory to Landlord.  Tenant shall obtain a written obligation on
the part of each insurance  company to notify Landlord at least thirty (30) days
prior to  cancellation  of such  insurance.  Tenant shall also  maintain its own
insurance on Tenant's  merchandise,  equipment,  and possessions in or about the
Premises.  Any insurance coverage maintained by Landlord shall insure Landlord's
property  only  and  will not  insure  Tenant's  property,  trade  fixtures,  or
merchandise on the Premises in the event of damage however caused.

16.  TAXES.

     16.1 REAL ESTATE TAXES.  Landlord  shall pay all real estate taxes assessed
against the Premises and the Project during the Lease Term.

     16.2 PERSONAL  PROPERTY TAXES.  Tenant shall pay all taxes assessed against
trade fixtures, furnishings, equipment, or any other personal property belonging
to Tenant.  Tenant shall use  reasonable  efforts to have its personal  property
taxed separately from the Premises,  but if any of Tenant's personal property is
taxed with the  Premises,  Tenant shall pay the taxes for the personal  property
within  fifteen (15) days after  Tenant  receives a written  statement  for such
personal property taxes.

17.  RELOCATION OF TENANT.  Landlord  retains the right to relocate  Tenant into
such  other  space,  on any floor  within the  Building,  as  Landlord  may deem
advisable or necessary  provided that such space is of similar size to the Lease
Premises.  Such  relocation  shall be  completed  within  sixty  (60)  days from
Landlord's  written  notification  to  Tenant.  If  such a  relocation  is  made
hereunder, Tenant agrees to execute, upon the request of Landlord, any amendment
to the Lease  redescribing the Leases Premises,  but all other terms,  covenants
and  conditions  of this Lease shall  remain in full force and effect.  Landlord
shall pay all reasonable moving costs incurred by Tenant in connection with such
move.

18. WAIVER OF SUBROGATION.  The parties release each other, and their respective
authorized  representatives,  from any claims for damage to any person or to the
Premises  and  the  Project,  and to the  fixtures,  personal  property,  tenant
improvements,  and  alterations  of  either  Landlord  or  Tenant in or upon the
Premises and the Project which are caused by or result from any of the perils to
be insured  against as  required by  Paragraph  15 of this Lease as long as such
policies  of  insurance  are in force at the time of any such  damage  or afford
coverage  for such  damages,  but only to the extent that such loss or damage is
recoverable under such insurance policies.  Each party hereby agrees immediately
to give to each of its insurance  companies which have issued policies  required
under this Lease written notice of the terms of such mutual waivers and to cause
such  insurance  policy to be properly  endorsed,  if necessary,  to prevent the
invalidation of such insurance coverages by reason of such waivers.

19.  ASSIGNMENT.  Tenant  shall not  assign  this  Lease and shall not sublet or
underlet the Premises, or any part thereof, without the prior written consent of
Landlord,  which  consent  Landlord  agrees will not be  unreasonably  withheld.
Notwithstanding the foregoing, no assignment or subletting, whether consented to
or not, shall release Tenant from any obligations or liability hereunder.  If an
event of default  occurs and the  Premises or any part  thereof are  assigned or
sublet,  then Landlord,  in addition to any other remedies herein  provided,  or
provided by law, may collect  directly  from any such  sublessee or assignee all
rents payable to Tenant and apply such rent against any sums due Landlord  under
this Lease. No such collection  shall be construed to constitute a novation or a
release  of  Tenant  from  the  further  performance  of  Tenant's   obligations
hereunder.  Landlord's  consent to any one sublease or  assignment  shall not be
deemed approval of any other sublease or assignment.  If Tenant is not a natural
person and there  occurs a change in  ownership  of a majority of the  ownership
interest of Tenant,  then such change in ownership  interest  shall be deemed an
assignment of this Lease by Tenant and therefore subject in all respects to this
Paragraph 18; provided,  however,  this provision shall not apply if at the time
of the execution of this Lease such ownership  interests of Tenant are listed on
a recognized security exchange or over-the-counter market.

20. DEFAULT OF TENANT. Each of the following events shall be an event of default
under this Lease:

     (a) Failure of Tenant to pay any  installment  of rent or other sum payable
to  Landlord  hereunder  on the date  that  same is due and such  failure  shall
continue for a period of ten (10) days;

     (b)  Failure of Tenant to comply  with any term,  condition  or covenant of
this  Lease,  other  than the  payment  of rent or other sum of money,  and such
failure shall not be cured within twenty (20) days after written  notice thereof
to Tenant;

     (c)  Tenant  or any  guarantor  of  Tenant's  obligations  hereunder  shall
commence  any  case,   proceeding  or  other  action   seeking   reorganization,
arrangement,  adjustment,  liquidation,  dissolution or composition of it or its
debts under any law relating to

5
<PAGE>

bankruptcy,  insolvency,   reorganization  or  relief  of  debtors,  or  seeking
appointment of a receiver,  trustee,  custodian or other similar official for it
or for all or any substantial part of its property;

     (d) Any case, proceeding or other action against Tenant or any guarantor of
Tenant's  obligations  hereunder shall be commenced seeking to have an order for
relief entered  against it as debtor,  or seeking  reorganization,  arrangement,
adjustment, liquidation, dissolution or composition of it or its debts under any
law relating to bankruptcy, insolvency,  reorganization or relief of debtors, or
seeking appointment of a receiver,  trustee, custodian or other similar official
for it or for all or any substantial part of its property,  and Tenant (i) fails
to obtain a dismissal of such case,  proceeding,  or other  action  within sixty
(60) days of its commencement; or (ii) converts the case from one chapter of the
Federal Bankruptcy Code to another chapter;  or (iii) is the subject of an order
of relief  which is not fully stayed  within  seven (7) business  days after the
entry thereof; and

     (e)  Abandonment  by Tenant of any  substantial  portion of the Premises or
cessation of the use of the Premises for the purpose leased.

21.  LANDLORD'S  REMEDIES.  Upon the  occurrence of any of the events of default
listed in Paragraph 20, Landlord shall have the option to pursue any one or more
of the following remedies without any prior notice or demand whatsoever:

     (a) Terminate this Lease, in which event Tenant shall immediately surrender
the Premises to Landlord. If Tenant fails to so surrender the Premises, Landlord
may,  without  prejudice to any other remedy which it may have for possession of
the  Premises  or  arrearages  in rent,  enter upon and take  possession  of the
Premises  and expel or remove  Tenant and any other  person who may be occupying
the Premises or any part thereof  without  being liable for  prosecution  or any
claim for damages therefor. Tenant shall pay to Landlord on demand the amount of
all loss and damage  which  Landlord  may suffer by reason of such  termination,
whether  through  inability  to relet  the  Premises  on  satisfactory  terms or
otherwise.

     (b) Enter upon and take  possession  of the Premises,  without  terminating
this Lease and without being liable for prosecution or for any claim for damages
therefor,  and expel or remove  Tenant and any other person who may be occupying
the  Premises or any part  thereof.  Landlord may relet the Premises and receive
the rent  therefor.  Tenant agrees to pay to Landlord  monthly or on demand from
time to time any deficiency that may arise by reason of any such  reletting.  In
determining the amount of such deficiency, leasing commissions, attorneys' fees,
remodeling  expenses and other costs of reletting  shall be subtracted  from the
amount of rent received under such reletting.

     (c) Enter upon the  Premises,  without  terminating  this Lease and without
being  liable for  prosecution  or for any claim for  damages  therefor,  and do
whatever Tenant is obligated to do under the terms of this Lease.  Tenant agrees
to pay  Landlord  on  demand  for  expenses  which  Landlord  may  incur in thus
effecting compliance with Tenant's  obligations under this Lease,  together with
interest  thereon  at the rate of twelve  percent  (12%) per annum from the date
expended until paid.  Landlord shall not be liable for any damages  resulting to
Tenant from such action, whether caused by negligence of Landlord or otherwise.

     (d) In addition to the foregoing remedies, Landlord shall have the right to
change or modify the locks on the  Premises in the event Tenant fails to pay any
rent when due hereunder.  Landlord shall not be obligated to provide another key
to Tenant  or allow  Tenant to regain  entry to the  Premises  unless  and until
Tenant pays Landlord all rent which is  delinquent.  Tenant agrees that Landlord
shall not be liable for any damages resulting to Tenant from the lockout.

     (e) No re-entry or taking  possession of the Premises by Landlord  shall be
construed as an election to  terminate  this Lease,  unless a written  notice of
such  intention  is given to  Tenant.  Notwithstanding  any  such  reletting  or
re-entry or taking  possession,  Landlord may, at any time thereafter,  elect to
terminate  this Lease for a previous  default.  Pursuit of any of the  foregoing
remedies  shall not preclude  pursuit of any of the other  remedies  provided by
law, nor shall pursuit of any remedy herein provided  constitute a forfeiture or
waiver of any monthly  installment  of rent due to Landlord  hereunder or of any
damages  accruing to Landlord  by reason of the  violation  of any of the terms,
provisions and covenants  herein  contained.  Forbearance by Landlord to enforce
one or more of the remedies  herein  provided upon an event of default shall not
be deemed or construed to constitute a waiver of any other violation or default.
The loss or damage that  Landlord  may suffer by reason of  termination  of this
Lease or the  deficiency  from any reletting as provided for above shall include
the expense of repossession and any repairs or remodeling undertaken by Landlord
following  possession.  Should Landlord terminate this Lease at any time for any
default, in addition to any other remedy Landlord may have, Landlord may recover
from Tenant all damages Landlord may incur by reason of such default,  including
the cost of  recovering  the Premises and the cost of the rental then  remaining
unpaid.

22. TENANT'S REMEDIES/LIMITATION OF LIABILITY.  Landlord shall not be in default
hereunder  and  Tenant  shall  not have any  remedy  or cause of  action  unless
Landlord fails to perform any of its  obligations  hereunder  within thirty (30)
days after  written  notice from Tenant  specifying  such  failure  (unless such
performance will, due to the nature of the obligation,  require a period of time
in excess of thirty (30) days,  then after such period of time as is  reasonably
necessary).  All  obligations  of  Landlord  hereunder  shall  be  construed  as
covenants, not conditions; and, except as may be otherwise expressly provided in
this Lease, Tenant may not terminate this Lease

6
<PAGE>

for breach of Landlord's  obligations  hereunder.  All  obligations  of Landlord
under this Lease will be binding upon Landlord only during  Landlord's period of
ownership of the Premises and not thereafter.  The term "Landlord" in this Lease
shall mean only the owner, for the time being of the Premises,  and in the event
of the transfer by such owner of its interest in the Premises,  such owner shall
thereupon be released and discharged for all obligations of Landlord  thereafter
accruing,  but such obligations shall be binding during the Lease Term upon each
new owner for the duration of such owner's ownership.  Any liability of Landlord
under this Lease shall be limited solely to its interest in the Project,  and in
no event shall any personal liability be asserted against Landlord in connection
with this Lease nor shall any  recourse  be to any other  property  or assets of
Landlord.

23.  LANDLORD'S  LIEN. In addition to the statutory  landlord's  lien,  Landlord
shall have at all times a valid security  interest to secure payment of all rent
and other  sums of money  becoming  due  hereunder  from  Tenant,  and to secure
payment of any damages or loss which Landlord may suffer by reason of the breach
by Tenant of any covenant,  agreement or condition  contained  herein,  upon all
goods, wares, equipment,  fixtures,  furniture,  improvements and other personal
property  of  Tenant  presently,  or which may  hereafter  be,  situated  on the
Premises,  and all proceeds  therefrom,  and such property  shall not be removed
therefrom  without the consent of Landlord  until all arrearages in rent as well
as any and all other sums of money then due to  Landlord  hereunder  shall first
have been paid and discharged  and all the covenants,  agreements and conditions
hereof  have  been  fully  complied  with  and  performed  by  Tenant.  Upon the
occurrence  of an event of default by Tenant,  Landlord  may in  addition to any
other remedies  provided herein or under the Uniform  Commercial Code as adopted
by the state in which the Premises  are located  (including  without  limitation
Texas  section  9.505(b) or its  equivalent),  enter upon the  Premises and take
possession  of  any  and  all  goods,  wares,  equipment,  fixtures,  furniture,
improvements  and other  personal  property of Tenant  situated on the Premises,
without  liability  for trespass or  conversion,  and sell the same at public or
private sale,  with or without  having such  property at the sale,  after giving
Tenant reasonable notice of the time and place of any public sale or of the time
after which any private  sale is to be made,  at which sale the  Landlord or its
assigns may  purchase  unless  otherwise  prohibited  by law.  Unless  otherwise
provided by law,  and without  intending  to exclude any other  manner of giving
Tenant reasonable  notice,  the requirement of reasonable notice shall be met if
such  notice is given in the manner  prescribed  in this Lease at least ten (10)
days before the time of sale.  Any sale made pursuant to the  provisions of this
paragraph shall be deemed to have been a public sale conducted in a commercially
reasonable manner if held in the above described  Premises or where the property
is located after the time, place and method of sale and a general description of
the  types of  property  to be sold have been  advertised  in a daily  newspaper
published in the county in which the  Premises are located for five  consecutive
days before the date of the sale. The proceeds from any such  disposition,  less
any and all  expenses  connected  with the  taking of  possession,  holding  and
selling  of  the  property  (including  reasonable  attorney's  fees  and  legal
expenses),  shall be applied as a credit against the indebtedness secured by the
security  granted in this  paragraph.  Any surplus shall be paid to Tenant or as
otherwise required by law. The Tenant shall pay any deficiencies  forthwith upon
request or demand by Landlord.  Tenant agrees to execute and deliver to Landlord
a financing  statement in form  sufficient  to perfect the security  interest of
Landlord  in  the  aforementioned   property  and  proceeds  thereof  under  the
provisions  of the  Uniform  Commercial  Code in force in the state in which the
Premises are located.  The  statutory  lien for rent is not hereby  waived,  the
security interest herein granted being in addition and supplementary thereto.

24.  CONDEMNATION

     24.1 INTEREST OF PARTIES.  If all or a substantial part of the Premises are
taken for any public or quasi-public use under  governmental  law,  ordinance or
regulations,  or by right of eminent domain, or by purchase in lieu thereof, and
the taking  prevents or materially  interferes  with the use of the Premises for
the purpose of which they were leased to Tenant,  this Lease shall terminate and
the rent shall be abated during the unexpired  portion of this Lease,  effective
on the date of such taking.  If less than a substantial part of the Premises are
taken for any public or quasi-public use under  governmental  law,  ordinance or
regulations, or by right of eminent domain, or by purchase in lieu thereof, this
Lease shall not terminate,  but the rent payable  hereunder during the unexpired
portion  of this  Lease  shall  be  reduced  to such  extent  as may be fair and
reasonable  under  all  of  the  circumstances.   All  compensation  awarded  in
connection with or as a result of any of the foregoing  proceedings shall be the
property of Landlord  and Tenant  hereby  assigns any  interest in such award to
Landlord;  provided  however,  Landlord  shall have no interest in any  specific
award to Tenant for loss of  business  or goodwill or for the taking of Tenant's
fixtures and improvements, if a separate award for such items is made to Tenant.

     24.2  VOLUNTARY  CONVEYANCE.  Nothing in  Paragraph  23.1  above  prohibits
Landlord  from  voluntarily  conveying  all or part of the  Premises to a public
utility, agency or authority under threat of a taking under the power of eminent
domain.  Any such voluntary  conveyance  shall be treated as a taking within the
meaning of this Article.

25.  HOLDING OVER.  In the event Tenant holds over after the  expiration of this
Lease,  it shall be  deemed  to be  occupying  said  Premises  as a tenant  from
month-to-month, subject to all of the conditions, provisions, and obligations of
this Lease insofar as the same are applicable to a month-to-month tenancy except
that monthly  rental shall be 150% of the last monthly rental payment due before
the ending date of this  Lease.  This  provision  shall not be  construed  as an
extension of this Lease but is to define any holding  over,  with or without the
consent of the Landlord.

26. ACCESS.  Landlord or its representatives  shall have the right to enter into
and upon the Premises at  reasonable  hours to inspect,  clean,  make repairs or
alterations as Landlord may deem necessary.

7
<PAGE>

27. OUTSIDE  STORAGE.  No outside  storage shall be permitted  except by written
agreement between Tenant and Landlord.

28. LATE  PAYMENTS.  A penalty  charge  shall be applied to all  monthly  rental
payments  which have not been received by Landlord on or before the 10th of each
month.  If paying by check,  a $25.00 return check fee will be charged after the
first check is  returned.  If this  occurs more than two (2) times,  Tenant must
make monthly  rental  payments for the  remainder of the Lease term by cashier's
check or money order.

29.  BROKERS.  Landlord or its assignees  agree to pay NAI Stoneleigh Huff Brous
McDowell  ("Broker") for negotiating  this Lease,  the leasing fee that has been
previously  negotiated.  Landlord and Tenant  acknowledge  Broker may share such
leasing fee with Trey Fricke, NAI Stoneleigh Huff Brous McDowell  ("Co-Broker").
Except for Broker and Co-Broker, no other agents or brokers are involved. Except
for commissions  payable to the brokers  identified  above,  Landlord and Tenant
hereby  indemnify  each  other,  and shall  hold each  other  harmless  from and
against,  all  liabilities  arising  from any claim for a  broker's  or  leasing
agent's commission.

30. SECURITY DEPOSIT.  Upon execution hereof, Tenant shall deposit with Landlord
the amount of $ 1,125.00 to be held by Landlord, without interest, as a security
deposit.  In the event Tenant has performed  all of the terms and  conditions of
this Lease throughout the term, upon Tenant vacating the Premises,  the security
deposit  shall be returned  to Tenant  after  deducting  any sums which might be
owing to Landlord. Landlord may apply all or part of the security deposit to any
unpaid rent or other  charges  due from Tenant or to cure any other  defaults of
Tenant.  Landlord  shall not be required to keep the security  deposit  separate
from its other accounts and no trust relationship is created with respect to the
security deposit.  If Tenant is in default of this Lease more than two (2) times
within any twelve-month  period,  irrespective of whether or not such default is
cured, then, without limiting  Landlord's other rights and remedies provided for
in this Lease or at law or equity,  the security deposit shall  automatically be
increased  by an amount equal to the greater of (a) three (3) times the original
security deposit, or (b) three (3) months' basic rent (as set forth in Paragraph
3 hereof), which shall be paid by Tenant to Landlord forthwith on demand.

31.  COMPLIANCE  WITH  LAWS.  Tenant,  at its  expense,  shall  comply  with all
environmental,   air  quality,  zoning,  planning,   building,   health,  labor,
discrimination,   fire,  safety  and  other  governmental  or  regulatory  laws,
ordinances,   codes  and  other  requirements  applicable  to  the  Premises  or
pertaining to Tenant's use of and activities on the Premises, including, without
limitation,  the Americans  with  Disabilities  Act of 1990  (collectively,  the
"Building Laws"). Prior to occupancy, Tenant shall obtain certificates as may be
required or customary evidencing  compliance with all building codes and permits
and approval of full occupancy of the Premises and of all installations therein.
Tenant  shall  cause the  Premises to be  continuously  in  compliance  with all
Building Laws (as they may be amended from time to time).

Tenant agrees to defend,  indemnify, and hold Landlord harmless from and against
all  liability  threatened  against or suffered  by Landlord  due to a breach by
Tenant of its  obligations  and covenants set forth in the preceding  paragraph.
The  foregoing  indemnity  shall  include  the  cost of all  alterations  to the
Premises,  all fines,  fees,  and  penalties,  and all legal and other  expenses
(including  reasonable attorneys' fees) incurred by Landlord because of Tenant's
breach of such obligations and covenants.

32. HAZARDOUS MATERIAL.  Tenant shall not cause or permit any Hazardous Material
to be brought  upon,  kept or used in or about the  Premises  or the  Project by
Tenant,  its agents,  employees,  contractors  or  invitees  without the express
written  consent of  Landlord.  If the  presence  of  Hazardous  Material on the
Premises or the Project caused or permitted by Tenant  results in  contamination
of the  Premises or the  Project,  or if  contamination  of the  Premises or the
Project by Hazardous  Material otherwise occurs for which Tenant is responsible,
Tenant  shall  indemnify,  defend and hold  Landlord  harmless  from any and all
claims,  judgments,  damages,  penalties,  fines,  costs,  liabilities or losses
(including, without limitation,  diminution in value of the Project, damages for
the loss or restriction of use of rentable or usable space or any amenity of the
Project or damages  arising from any adverse  impact on the  marketing of space,
and sums paid in  settlement of claims,  attorney's  fees,  consultant  fees and
expert  fees)  which  arise  during or after the Lease  Term as a result of such
contamination.

This indemnification includes, without limitation,  costs incurred in connection
with any investigation of on-site conditions or any clean up, remedial,  removal
or restoration work required by any federal, state or local government agency or
political  subdivision  because  of  Hazardous  Material  present in the soil or
ground water on or under the Project.  Without  limiting the  foregoing,  if the
presence of any Hazardous  Material on the Project caused or permitted by Tenant
results in any  contamination  of the Project,  Tenant shall  promptly  take all
actions  at its sole  expense  as are  necessary  to return  the  Project to the
condition  existing prior to the introduction of any such Hazardous  Material to
the Project,  provided  that  Landlord's  approval of such action shall first be
obtained with respect to actions required by Tenant,  Landlord's approval not to
be unreasonably  withheld.  The foregoing indemnity shall survive the expiration
or earlier termination of the Lease.

8
<PAGE>

As used  herein,  "Hazardous  Material"  means any element,  compound,  mixture,
solution,  particle or substance which presents  danger or potential  danger for
damage or injury to health, welfare or to the environment and shall include, but
shall  not be  limited  to any  pollutant,  toxic  substance,  hazardous  waste,
hazardous material,  hazardous  substance,  or oil as defined in or pursuant to:
(a)  the  Resource   Conservation   and  Recovery  Act,  as  amended;   (b)  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended,  the  Federal  Clean Water Act,  as  amended;  (c) any other  chemical,
material or substance (i) which is regulated as a "toxic  substance" (as defined
by the Toxic Substance Control Act, 15 U.S.C. Sec. 2601 et seq., as amended); or
(ii) which is a "hazardous  waste" (as defined by the Resource  Conservation and
Recovery  Act, 42 U.S.C.  Sec.  6901 et seq.,  as amended);  or (iii) which is a
"hazardous  substance" (as defined by the  Comprehensive  Environment  Response,
Compensation and Liability Act of 1980 ("CERCLA"),  42 U.S.C. Sec. 9601 et seq.,
as  amended);   (d)  those   substances  which  are  inherently  or  potentially
radioactive,  explosive,  ignitable, corrosive, reactive, carcinogenic or toxic;
(e) those  substances  which have been  recognized  as dangerous or  potentially
dangerous  to  health,  welfare or to the  environment  by any  federal,  state,
municipal,  county or other governmental or quasi-governmental  authority and/or
any  department or agency thereof or which are the subject of any other federal,
state or local environmental law, regulation,  ordinance, rule or bylaw, whether
existing as of the date hereof,  previously  enforced or  subsequently  enacted,
including  but not limited to: (i)  polychlorinated  byphenyls  ("PCBs") or "PCB
items" (as defined in 40 C.F.R.  Sec.  761.3) or any  equipment  which  contains
PCBs; (ii) any asbestos or asbestos-containing  materials;  (iii) stored, leaked
or spill petroleum products; or (iv) exposure to which is prohibited, limited or
regulated by any federal, state, county,  regional,  local or other governmental
statute, regulation,  ordinance or authority of which, even if not so regulated,
may or could pose a hazard to the health and safety of the Tenant,  Landlord and
the occupants of or invitees to the Premises.

33.  SUBORDINATION.  Tenant  accepts this Lease subject and  subordinate  to any
mortgage,  deed of trust or other lien presently  existing or hereafter  arising
upon the  Premises,  or upon the Project and to any  renewals,  refinancing  and
extensions  thereof.  Tenant agrees that any such mortgagee shall have the right
at any time to subordinate  such  mortgage,  deed of trust or other lien of this
Lease on such term and subject to such  conditions  as such  mortgagee  may deem
appropriate in its discretion.  Landlord is hereby  irrevocably vested with full
power and authority to subordinate this Lease to any mortgage,  deed of trust or
other lien now existing or hereafter placed upon the Premises, or the Project as
a whole and Tenant  agrees  upon  demand to  execute  such  further  instruments
subordinating  this  Lease or  attorning  to the  holder  of any  such  liens as
Landlord  may  request.  The terms of this Lease are  subject to approval by the
Landlord's  lender(s),  and such approval is a condition precedent to Landlord's
obligations  hereunder.  In the event that  Tenant  should  fail to execute  any
subordination  or  other  agreement  required  by this  paragraph,  promptly  as
requested,  Tenant hereby  irrevocably  constitutes  Landlord as its attorney in
fact to execute such  instrument  in Tenant's  name,  place and stead,  it being
agreed that such power is not coupled  with an interest.  Tenant  agrees that it
will from time to time upon  request by  Landlord  execute  and  deliver to such
persons as Landlord shall request a statement in recordable form certifying that
this Lease is unmodified (or if modified, the terms of such modification) and in
full force and effect, stating the dates to which rent and other charges payable
under  this  Lease  have been  paid,  stating  that  Landlord  is not in default
hereunder (or, if Landlord is claimed to be in default, stating why) and further
state such other matters as Landlord shall reasonably require.

34. NOTICES.  All rents and any notices required to be delivered hereunder shall
be mailed to the  following  addresses  (rent shall be delivered  to  Landlord's
first address below):

      LANDLORD:   Riverbend Properties
                  2501 Gravel Drive
                  Fort Worth, Texas 76118

      TENANT:     Essxsport Corp.
                  ______________________
                  ______________________

35.  MISCELLANEOUS

     35.1 NO AGENCY OR PARTNERSHIP RELATIONSHIP.  Nothing herein contained shall
be deemed or  construed  by the  parties  hereto,  nor by any  third  party,  as
creating the  relationship  of principal and agent or of partnership or of joint
venture between the parties hereto,  it being understood and agreed that neither
the method of computation of Rent, nor any other provision contained herein, nor
any acts of the  parties  hereto,  shall be deemed to  create  any  relationship
between the parties hereto other than the  relationship  of Landlord and Tenant.
Whenever  herein the singular number is used, the same shall include the plural,
and words of any gender shall include each other gender.

     35.2 CAPTIONS. The captions used herein are for convenience only and do not
limit or amplify the provisions hereof.

     35.3  WAIVERS.  One or more waivers of any  covenant,  term or condition of
this Lease by either  party shall not be  construed  as a waiver of a subsequent
breach of the same  covenant,  term or  condition.  The  consent or  approval by
either  party to or of any act by the other  party  requiring  such  consent  or
approval  shall  not be  deemed to waive or  render  unnecessary  consent  to or
approval of any subsequent similar act.

9
<PAGE>

     35.4 REASONABLE  DELAYS BEYOND  CONTROL.  Except for the payment of Rent by
Tenant, whenever a period of time is herein prescribed for action to be taken by
Tenant or Landlord,  Landlord or Tenant shall not be liable or responsible  for,
and there shall be excluded from the computation of any such period of time, any
delays due to strikes, riots, acts of God, shortages of labor or materials, war,
government  laws,  regulations or  restrictions  or any other causes of any kind
whatsoever which are beyond the reasonable control of Landlord or Tenant.

     35.5 QUIET ENJOYMENT AND  POSSESSION.  Landlord agrees that if Tenant shall
perform all of the covenants and agreements  herein  required to be performed by
Tenant,  Tenant shall,  subject to the terms of this Lease,  at all times during
the  continuance  of this  Lease  have the  peaceable  and quiet  enjoyment  and
possession of the Premises.

     35.6 ENTIRE AGREEMENT OF PARTIES.  This Lease and those documents set forth
in Paragraph 35 of this Lease contain the entire agreement  between the parties,
and no agreement shall be effective to change, modify or terminate this Lease in
whole or in part  unless  such  agreement  is in writing  and duly signed by the
party against whom  enforcement of such change,  modification  or termination is
sought.

     35.7  APPLICABLE  LAW.  The laws of the  State of Texas  shall  govern  the
interpretation, validity, performance and enforcement of this Lease.

     35.8 INVALID TERMS NOT TO AFFECT REMAINDER.  If any provision of this Lease
should be held to be invalid or unenforceable,  the validity and  enforceability
of the remaining provisions of this Lease shall not be affected thereby.

     35.9 TERMS BINDING.  The terms,  provisions and covenants contained in this
Lease  shall apply to,  inure to the benefit of and be binding  upon the parties
hereto  and  their   respective   heirs,   successors   in  interest  and  legal
representatives except as otherwise herein expressly provided.

36. TENANT MUST PROVIDE FIRST MONTHS RENT, SECURITY DEPOSIT AND A CERTIFICATE OF
INSURANCE  TO  LANDLORD  PRIOR  TO  TAKING  POSSESSION  OF  THE  PREMISES.   THE
CERTIFICATE OF OCCUPANCY WILL NOT BE APPLIED FOR UNTIL ALL OF THESE REQUIREMENTS
HAVE BEEN MET.

37. RENTAL SCHEDULE.
                June 1, 2003 - May 1, 2004:     $1,125.00 per month ($4.50 psf)
                June 1, 2004 - May 31, 2005:    $1,162.50 per month ($4.65 psf)
                June 1, 2004 - May 31, 2006:    $1,200.00 per month ($4.75 psf)

38. OTHER DOCUMENTS

     The following Exhibits are attached hereto and incorporated herein.

          Exhibit "A" - Tenant Improvements
          Exhibit "B" - Rules and Regulations
          Exhibit "C" - Sign Specifications
          Exhibit "D" - Lease Guaranty
          Exhibit "E" - Hazardous Material Statement

TENANT:

ESSXSPORT CORP.

By:  _____________________________________
Name:  Bruce Caldwell_____________________
Title:      ______________________________


LANDLORD:

HALAWA VIEW APTS G.P., DBA RIVERBEND PROPERTIES

By:______________________________________
      Norman M. Kronick, Trustee
      Norman M. Kronick 1981 Revocable Trust, General Partner

Executed on the          day of                  , 200__.

10
<PAGE>

                                   EXHIBIT "A"

                              RIVERBEND PROPERTIES
                               TENANT IMPROVEMENTS


Except for the refurbishing,  modification and additions indicated below, Tenant
accepts  the  Premises  in "AS IS"  condition  and  acknowledges  that no  other
improvements or alterations will be made to the Premises by Landlord.

Landlord  will provide an amount of $220.00  towards  carpet  installation.  The
$220.00 will be used toward the  installation  of carpet,  cove base and padding
that  tenant  chooses  from  Landlord's  selection  of carpets  provided by Shaw
Carpet.  Landlord will submit payment of $220.00 directly to Shaw Carpet and any
amounts exceeding the $220.00 will be at Tenant's expense.

                            [GRAPHIC OF FLOOR PLAN]

<PAGE>

                                   EXHIBIT "B"

                              RULES AND REGULATIONS

     1.  Sidewalks,  doorways,  vestibules,  halls,  stairways and similar areas
shall not be  obstructed by Tenants or their  officers,  agents,  servants,  and
employees, or used for any purpose other than ingress and egress to and from the
Premises  and for going from one part of the  Building  to  another  part of the
Building.

     2. Landlord  agrees to furnish  Tenant two keys for each lock existing upon
the  entrance  doors when Tenant  assumes  possession.  Additional  keys will be
furnished at a nominal charge. No additional locks or bolts of any kind shall be
placed upon any of the entrance doors, nor shall any changes be made to existing
locks or the mechanism thereof.

     3. Plumbing  fixtures and appliances shall be used only for the purpose for
which constructed, and no sweepings,  rubbish, rags or other unsuitable material
shall be thrown or placed therein.  Any stoppage or damage resulting to any such
fixtures or appliances from misuse on the part of a Tenant's  officers,  agents,
servants, and employees shall be paid by such Tenant.

     4. No signs,  posters,  advertisements,  or  notices  shall be  painted  or
affixed on any of the windows or doors,  or other parts of the Building,  except
of such color,  size and style and in such places, as shall be first approved in
writing by Landlord.  No nails, hooks or screws shall be driven into or inserted
in any part of the  Building,  except by building  maintenance  personnel  or as
directed by Landlord.

     5. Tenant  shall not at any time occupy any part of the Premises or Project
as sleeping or lodging quarters.

     6. Landlord will not be responsible for lost or stolen property, equipment,
money or jewelry from the Premises or the Project.

     7. Tenant shall not do anything, or permit anything to be done, in or about
the Building,  or bring or keep anything therein,  that will in any way increase
the  possibility  of fire or other  casualty or obstruct or  interfere  with the
rights of, or  otherwise  injure or annoy,  other  tenants,  or do  anything  in
conflict  with  the  valid  pertinent   laws,   rules  and  regulations  of  any
governmental authority.

     8. Tenant and its employees, agents and invitees shall park their vehicles,
i.e.  cars,  trucks,  semi-trailers,  only in those parking areas  designated by
Landlord.  Tenant  shall not leave any  vehicle in a state of  disrepair  on the
Premises or Project.  If Tenant or its employees,  agents or invitees park their
vehicles in areas other than the  designated  parking areas or leave any vehicle
in a state of disrepair,  Landlord,  after posting written notice on the vehicle
of such  violation,  shall  have the right to remove  such  vehicles  at vehicle
owner's  expense.  Specific parking spaces allocated for any one Tenant shall be
limited to those spaces  situated  directly in front of that Tenant's  Premises.
Unless otherwise  designated by Landlord,  all other parking spaces not directly
in front of a lease space shall be common parking and available on a first come,
first served basis. Each parking space is limited to one vehicle.  These parking
regulations are intended to be self-enforcing and each Tenant shall post written
notice  of  these  regulations  on its  Premises  and  shall  ensure  compliance
therewith by all of Tenant's employees. Landlord reserves the right to limit the
number of parking  spaces  available  to any Tenant that fails to abide by these
regulations.

     9.  Landlord  shall have the power to prescribe  the weight and position of
heavy items,  which may over stress any portion of the floor,  parking or access
areas. All damage done to the Building, parking or access areas, by the improper
placing of heavy items which over stress the floor, parking or access areas will
be repaired at the sole expense of Tenant.

     10. Each Tenant shall cooperate with Building employees in keeping Premises
neat and clean.

     11. No birds, animals or reptiles, or any other creatures, shall be brought
into or kept in or about the Building.

     12. Tenant shall keep all its equipment,  materials,  products or any other
items  inside the  Premises  and there  shall be no outside  storage of any type
without the written approval of Landlord.

     13. Should a Tenant  require  telegraphic,  telephone,  annunciator  or any
other  communication   service,   Landlord  will  direct  the  electricians  and
installers  where and how the wires are to be  introduced  and placed,  and none
shall be introduced or placed except as Landlord shall direct.

     14. No access to Roof.  Tenant shall have no right of access or penetration
to the roof of the Premises or the Building and shall not install, repair, place
or replace any serial fan,  air  conditioner  or other device on the roof of the
Premises or the Building  without the prior  written  consent of  Landlord.  Any
serial fan, air  conditioner or device  installed  without such written  consent
shall be subject to removal, at Tenant's expense, without notice, at any time.

     15. Tenant shall not make or permit any improper noises in the Building, or
otherwise  interfere in any way with other Tenants,  or persons having  business
with them.

     16. No equipment  of any kind shall be operated on the Premises  that could
in any way annoy any other Tenants in the Building  without the written  consent
of Landlord.

<PAGE>

     17.  Tenant  shall  not use or  keep in the  Building  any  inflammable  or
explosive fluid or substance, or any illuminating material, unless it is battery
powered, UL approved.

     18.  Landlord  has the right to evacuate the Building in event of emergency
or catastrophe.

     19.  Landlord may waive any one or more of these Rules and  Regulations for
the benefit of any particular Tenant or Tenants,  but no such waiver by Landlord
shall be  construed  as a waiver of such Rules and  Regulations  in favor of any
other Tenant or Tenants nor prevent Landlord from thereafter  enforcing any such
Rules and Regulations against any or all Tenants in the Project.

     20. Landlord reserves the right to rescind any of these Rules and make such
other and further  Rules and  Regulations  as in the judgment of Landlord  shall
from time to time be needed for the safety, protection,  care and cleanliness of
Project,  the Premises or the Building,  the operation thereof, the preservation
of good order  therein,  and the  protection  and comfort of its Tenants,  their
agents,  employees and invitees,  which rules when made and notice thereof given
to a Tenant  shall be binding  upon it in like  manner as if  originally  herein
prescribed.  In the event of any conflict,  inconsistency,  or other differences
between  the terms and  provisions  of these  Rules and  Regulations,  as now or
hereafter in effect,  and the terms and provisions of any lease now or hereafter
in effect between  Landlord and any Tenant in the Building,  Landlord shall have
the right to rely on the term or  provision  in either  such lease or such Rules
and Regulations  which is most  restrictive on such Tenant and most favorable to
Landlord.

<PAGE>

                                   EXHIBIT "C"
                              RIVERBEND PROPERTIES
                               SIGN SPECIFICATION

     1. Sign Copy Permitted:  Sign copy shall be limited to the name under which
Tenant is doing  business.  One (1) sign will be allowed per Tenant,  except for
spaces with double  frontage.  Landlord  will pay $146  directly to Fleming Sign
Company for the panel and installation of such sign.  Tenant will be responsible
for payment of the balance of the cost of  manufacture  and/or  installation  of
such sign.

     2. When Tenant has a logo or trademark  which is used in  conjunction  with
Tenant's name,  Tenant may seek  Landlord's  approval for the use of the logo in
conjunction with their sign,  provided logo meets size and specifications  under
the criteria (no product logos are permitted).

     3. Color:  All signs  shall have a white  background  with  address in dark
brown vinyl lettering with 3/8" brown inset border.

     4. Style of Letters: Only standard bold condensed is permitted.

     5. Illumination: Lighted signage is not permitted.

     6.   Size of Letters:
          A. Face size of aluminum panels 1'-2"x 9'-10"x 1"
          B. Sign to consist of white aluminum panel with brown vinyl lettering.
          C. Length: 1 panel 1'-2"x 9'-10"x 1". All signs shall be centered on
             store front.

     7.   Letter Construction:
          A. No plastic or wooden signs are permitted.
          B. No channel-lume letters or lighted signs are permitted.
          C. No logos and trademarks.

     8.  Installation:  All panels will be  individually  mounted with  aluminum
clips . NO glue to be used  for  mounting  without  prior  written  approval  by
Landlord.

     9. Permits:  All required  City of Fort Worth  permits and  approvals  from
Landlord are required prior to sign fabrication.

     10. Window Signs/Door Sign and Decals: Permanently painted window signs are
not permitted. Vinyl lettering door signs are permitted as follows:

     A.   Tenant name under which Tenant is conducting business:
          (1) Size: 2" maximum height with 24" length.
          (2) Color: White
          (3) Style: Helvetica
          (4) Placement: 8" above horizontal door bar.

     B.   Store Hours:
          (1) Size: 1" maximum height and 24: length, centered 12" below
              Tenant name
          (2) Color: White
          (3) Style: Helvetica

     11.  Service  Door Signs:  Copy shall be limited to Tenant name and address
only. Letters shall be white vinyl,  Helvetica style and a maximum of 3" height.
The top letters  spelling  Tenant's name will be placed 5'-6' from the bottom of
the door and  beginning  6" from the left  edge of the  door.  Letters  spelling
Tenant's  address  shall be placed  beginning  2" beneath  the lower edge of the
door.

     12. Tenant  Responsibilities:  The removal of signs and necessary repair to
facade by the mounting of signs are the responsibility of the Tenant. Upon field
inspection, any sign company not conforming to approved sign specifications will
be required to bring signage into  compliance with  specifications  at their own
expense.

     13. Submittal for Approval:  Two (2) sets of drawings showing complete sign
on store front with dimensions,  construction  and installation  details must be
submitted to:

                              Riverbend Properties
                                2501 Gravel Drive
                             Fort Worth, Texas 76118

<PAGE>

                                   EXHIBIT "D"
                                 LEASE GUARANTY

     In order to induce  Riverbend  Properties (the  "Landlord") to execute that
certain  Lease  Agreement  (the  "Lease")  dated , 200__,  between  Landlord and
EssxSport  Corp.("Tenant")  for the lease of that real  property  referred to as
7624  Pebble  Drive,  Bldg.  28 being a  portion  of the  Riverbend  Properties,
situated  in the  City of  Fort  Worth,  State  of  Texas  (the  Premises),  the
undersigned   (hereinafter   referred  to  individually   and   collectively  as
"Guarantor",  whether one or more) hereby  jointly and severally  guarantee unto
Landlord the payment and  performance of (i) all of the rental and other sums or
charges  which  may ever  become  due and  payable  by Tenant  under the  Lease,
including, without limitation,  rental that becomes due and payable by reason of
the exercise of any power to accelerate  granted to Landlord under the Lease and
any  damages or other  sums that  become  payable  on account of any  default by
Tenant under the Lease, and (ii) all of the other  obligations,  liabilities and
duties of Tenant under the Lease (the  rental,  other sums and charges and other
obligations,  liabilities and duties described in the foregoing  clauses (i) and
(ii) being hereinafter  collectively  referred to as the "Obligations").  In the
event  of  default  by  Tenant  in  the  payment  or  performance  of any of the
Obligations,  Guarantor  shall on demand  pay the  amount  due to  Landlord  and
perform all of the other  Obligations  of Tenant with respect to which Tenant is
then in default.  For the purposes  hereof,  the term "Tenant" shall include any
assignee of Tenant and the term "Lease" shall include any amendment of the Lease
effected by Landlord  and Tenant,  with or without the consent or  knowledge  of
Guarantor.

     Landlord  shall not be  required,  before  invoking  the  benefits  of this
Guaranty,  to institute  suit  against or exhaust its  remedies  with respect to
Tenant or any other person liable for the  Obligations  or to enforce its rights
with  respect  to any  security  which  shall have ever been given to secure the
payment and  performance of the  Obligations;  and the  obligations of Guarantor
hereunder  shall not be released or impaired in any way by any  neglect,  delay,
omission, failure or refusal of Landlord to take or prosecute any action for the
collection or enforcement of the Obligations, or any failure of Landlord to give
Guarantor any notice of any kind under any circumstances whatsoever with respect
to or in connection  with the  Obligations.  Suit may be brought and  maintained
against Guarantor  without the joiner of Tenant or any other person,  and in the
event that there is more than one guarantor of the Obligations, Landlord may (i)
bring suit against all  guarantors  jointly and  severally or against any one or
more of them,  (ii)  compound or settle with any one or more of such  guarantors
for such  consideration  as Landlord may deem proper,  and (iii)  release one or
more of the  guarantors  from liability  without  impairing the liability of the
guarantors  not so  released,  and no action  brought by  Landlord  against  any
guarantor  of the  Obligations  shall impair the right of Landlord to bring suit
against any remaining guarantor or guarantors, including Guarantor hereunder.

     The  obligations  of  Guarantor  shall be  irrevocable  and  unconditional,
irrespective of the genuineness,  validity,  regularity or enforceability of the
Lease or any security given for the Obligations or any other circumstances which
might  otherwise  constitute  a legal or  equitable  discharge  of a  surety  or
guarantor,  and Guarantor  waives the benefit of all principles or provisions of
law, statutory or otherwise, which are or might be in conflict with the terms of
this  Guaranty,  and  agrees  that the  obligations  of  Guarantor  shall not be
affected by any circumstances, whether or not referred to in this Guaranty which
might  otherwise  constitute  a legal or  equitable  discharge  of a surety or a
guarantor. Specifically, Guarantor waives the benefits of any right of discharge
under Chapter 34 of the Texas Business and Commerce Code and any other rights of
sureties and  guarantors  thereunder.  Without  limiting the  generality  of the
foregoing,  Guarantor  agrees  that  Landlord  may,  in its  sole  and  absolute
discretion,  without  notice to or consent by Guarantor,  and without in any way
releasing or impairing any  liability or  obligation of Guarantor  hereunder (i)
waive  compliance by Tenant with any of its  Obligations or covenants  under the
Lease or waive  any  default  thereunder,  or grant any  other  indulgence  with
respect to the Lease,  (ii) modify,  amend or change any provision of the Lease,
(iii) grant  extensions or renewals of the Lease or the  Obligations,  or effect
any release,  compromise or settlement  in connection  therewith,  including any
release of the  liability of Tenant or any  guarantor or other person  liable on
the Obligations or any part thereof,  (iv) transfer its interest in the Premises
covered  by the Lease or its  rights  under this  Guaranty,  (v)  consent to the
assignment  by  Tenant  of its  rights  under  the  Lease,  and (vi) deal in all
respects with Tenant and the Obligations as if this Guaranty were not in effect.
Guarantor  further  waives (i)  notices of  acceptance  of this  Guaranty,  (ii)
notices to Guarantor  of any kind in any  circumstances  whatsoever,  including,
without limitation, notice of dishonor and notice of any default by Tenant under
the Lease and all waivers or indulgences granted by Landlord to Tenant under the
Lease, and (iii) diligence,  presentment and suit on the part of Landlord in the
enforcement of any of the Obligations.

     This Guaranty shall be enforceable  despite any exculpation  from liability
granted to Tenant under the Lease,  with the same force and effect as if no such
exculpation from liability had been granted to Tenant.

     Guarantor agrees to pay the reasonable  attorneys' fees and all other costs
and  expenses  incurred by  Landlord  in order to enforce its rights  under this
Guaranty.

     In the event any  payment by Tenant to  Landlord  is held to  constitute  a
preference  under the  bankruptcy  laws, or if for any other reason  Landlord is
required to refund such  payment or pay the amount  thereof to any other  party,
such payment by Tenant to Landlord  shall not  constitute a release of Guarantor
from any  liability  hereunder,  but  Guarantor  agrees  to pay such  amount  to
Landlord upon demand.

     Until the Obligations have been paid in full,  Guarantor shall not have any
right of  subrogation  unless  such  right is  expressly  granted  in writing by
Landlord. Any indebtedness of Tenant held by Guarantor is hereby subordinated to
this Guaranty; and any such indebtedness of Tenant to Guarantor,  if Landlord so
requests, shall be collected,  enforced and received by Guarantor as trustee for
Landlord and shall be paid over to Landlord in order to satisfy the  Obligations
guaranteed hereunder.

     Landlord in its sole discretion may apply all payments  received by it from
Tenant, Guarantor or any other guarantor under any other instrument, or realized
by it from any  security in such  manner and order or priority as Landlord  sees
fit, to any of the Obligations of Tenant,  whether or not any of the Obligations
to which any payment is applied are due at the time of such application.

<PAGE>

     If  this  Guaranty  is  signed  by  more  than  one  person,  then  all the
obligations  of  Guarantor  arising  hereunder  shall be jointly  and  severally
binding  on each of the  undersigned,  and their  respective  heirs,  executors,
administrators,  successors,  and  assigns.  The word  "person"  as used  herein
includes natural persons and entities of all kinds.

      This Guaranty  shall be construed in  accordance  with and governed by the
laws of the State of Texas.

      This Guaranty  shall be binding upon  Guarantor and the heirs,  executors,
administrators,  successors  and  assigns  of  each  of the  persons  comprising
Guarantor,  and shall inure to the benefit of Landlord  and its  successors  and
assigns.

     EXECUTED THIS _____________ DAY OF _____________, 200____.

GUARANTOR:
                 S/S/ ON File   ______________________    ______________________
Name                            Social Security Number    Drivers License Number

Home Address: __________________________________________________________________

Telephone Number: ______________________________________________________________

<PAGE>

                                   EXHIBIT "E"

                         HAZARDOUS SUBSTANCES STATEMENT

THIS HAZARDOUS SUBSTANCES STATEMENT is made as of the date of that certain Lease
by and between Riverbend Properties  ("Landlord") and EssxSport  Corp.("Tenant")
dated June 1st , 2003 (the "Lease").

     A. The term  "Hazardous  Substance"  as used in this  Hazardous  Substances
Statement shall have the same meaning as does "Hazardous  Material" as set forth
in section 32 of the Lease.

     B. Tenant  represents and warrants to Landlord that at all times during the
term of this Lease and any extensions or renewals thereof, Tenant shall:

          (i) Obtain  Landlord's prior written  consent,  which consent shall be
granted  or  withheld  in  Landlord's  sole  discretion,  to the  manufacturing,
processing,  distributing,  using, producing,  treating, storing (above or below
ground level),  disposing of, or allowing to be present (the  "Presence") of any
Hazardous  Substance  in or about the  Premises.  In  connection  with each such
consent  requested by Tenant,  Tenant  shall  submit to Landlord a  description,
including  the  composition,  quantity  and all other  information  requested by
Landlord concerning the proposed Presence of any Hazardous Substance. Landlord's
consent to the Presence of any  Hazardous  Substance may be deemed given only by
inclusion  of a  description  of the  composition  and  quantity of the proposed
Hazardous  Substance  on  Schedule A to this  Addendum to Lease.  Any  Hazardous
Substance, which Landlord has agreed to the Presence thereof, shall be deemed to
be an Allowed Substance for purposes of this Article.  Landlord's consent to the
Presence of any Hazardous Substance at any time during the lease term or renewal
thereof shall not waive the requirement of obtaining  Landlord's  consent to the
subsequent  Presence  of  any  other,  or  increased  quantities  of,  Hazardous
Substance in or about the  Premises.  If Landlord  subsequently  consents to the
Presence of any other  Hazardous  Substance,  or to increased  quantities of any
Hazardous  Substance,  such  consent  shall be deemed given only by amendment of
Schedule A to this Hazardous Substances Statement.

          (ii) refrain from (and prohibit  others from) allowing the Presence of
any  Hazardous  Substance  in or about  the  Premises  which  is not an  Allowed
Substance;

          (iii) promptly comply at Tenant's own cost an expense,  with all laws,
orders, rules, regulations, certificates of occupancy, or other requirements, as
the same now exist or may hereafter be enacted,  amended or promulgated,  of any
federal,  municipal,  state, county or other governmental or  quasi-governmental
authorities  and/or any department or agency thereof relating to the Presence of
Hazardous  Substances in or about the Premises,  whether or not such  substances
are Allowed Substances.

          (iv) indemnify and hold Landlord,  its agents and employees,  harmless
from any and all  demands,  claims,  causes of action,  penalties,  liabilities,
judgments,  damages (including  consequential  damages) and expenses  including,
without  limitation,  court costs and  reasonable  attorneys'  fees  incurred by
Landlord  as a  result  of (a)  Tenant's  failure  or  delay  in  complying,  to
Landlord's  satisfaction,  with the provisions of sections (B)(i) or (ii) above;
(b) Tenant's failure or delay in properly  complying with such law, order, rule,
regulation, certificate of occupancy or other requirement referred to in section
(B)(iii) above; or (c) any adverse effect which results from the Presence of any
Hazardous  Substance  in or about the  Premises,  whether or not such  Hazardous
Substance  is an  Allowed  Substance.  If any  action or  proceeding  is brought
against Landlord,  its agents or employees by reason of any such claim,  Tenant,
upon notice from  Landlord,  will  defend  such claim at Tenant's  expense  with
counsel reasonably  satisfactory to Landlord.  This indemnification by Tenant of
Landlord shall survive the termination of the Lease.

          (v)  promptly  disclose  to  Landlord  by  delivering,  in the  manner
prescribed  for  delivery  of  notice  in  the  Lease,  a  copy  of  any  forms,
submissions,  notices, reports, or other written documentation  (Communications)
relating  to the  Presence  of any  Hazardous  Substance  or Allowed  Substance,
regardless  of  whether  such  Communications  are  delivered  to  Tenant or are
requested of Tenant by any federal, municipal, state, county or other government
or quasi-governmental authority and/or any department or agency thereof.

          (vi)  notwithstanding  any  other  provisions  of  this  Lease,  allow
Landlord, and any authorized representative of Landlord, access and the right to
enter and inspect the  Premises  for the  Presence of any  Hazardous  Substance,
whether or not such  Hazardous  Substance is an Allowed  Substance,  at any time
deemed reasonable by Landlord, without prior notice to Tenant.

     C.  Compliance by Tenant with any  provision of this Addendum  shall not be
deemed  a  waiver  of any  other  provision.  Without  limiting  the  foregoing,
Landlord's  consent to the Presence of any Allowed  Substance  shall not relieve
Tenant of its indemnity obligations under the terms of this Addendum.

Tenant:  ESSXSPORT CORP.

Dated:  6/01/03

By:    S/S  Bruce Caldwell
Name:  Bruce Caldwell
Title: President and CEO

<PAGE>

                                   SCHEDULE A

                               ALLOWED SUBSTANCES


COMPOSITION OF ALLOWED SUBSTANCES                 QUANTITY OF ALLOWED SUBSTANCES
---------------------------------                 ------------------------------

<PAGE>