EXHIBIT 10.1

                       FORM OF MASTER EQUIPMENT LEASE AND
                           SOFTWARE LICENSE AGREEMENT




<PAGE>




                             MASTER EQUIPMENT LEASE
                                       AND
                           SOFTWARE LICENSE AGREEMENT

         THIS  MASTER  EQUIPMENT  LEASE  AND  SOFTWARE  LICENSE  AGREEMENT  (THE
"AGREEMENT")  is made  this  ____  day of  _____________,  2002  by and  between
Crystalix USA Group, Inc., a Nevada corporation having an office located at 5720
South Arville Street,  Suite 114, Las Vegas, Nevada 89118 (hereinafter  referred
to as "CUSA"),  and  __________________________________________,  an  individual
having  an  office   at   _______________________________________   (hereinafter
referred to as "Affiliate ").

                                    RECITALS

         WHEREAS,  CUSA is a licensee and distributor of the LaserMark II, which
is a subsurface laser engraving machine (the "LaserMark II"); and

         WHEREAS,  CUSA is the  owner of  certain  proprietary  software,  which
enables the  LaserMark  II to produce  2-Dimensional  and  3-Dimensional  facial
images inside glass cubes (the "Software"); and

         WHEREAS,  Affiliate is desirous of leasing the LaserMark II and related
equipment from CUSA, a true and correct list of said  equipment  included in the
lease is attached hereto as Exhibit 1 (the "LaserMark II System"); and

         WHEREAS,  CUSA is willing to license  Affiliate to utilize the Software
in connection  with the lease of the  LaserMark II System and otherwise  provide
Affiliate with training and support; and

         WHEREAS, after good faith negotiations,  CUSA and Affiliate have agreed
upon  certain  terms and  conditions  which will govern  Affiliate's  use of the
LaserMark  II  System  and  Software  during  the  Term  of this  Agreement,  as
hereinafter defined; and

         WHEREAS, the parties have reduced these terms and conditions to writing
by  entering  into  this  Agreement  together  with  the  terms  and  conditions
hereinafter set forth.

         NOW,  THEREFORE,  in consideration of the foregoing recitals along with
the mutual promises and  understandings  herein contained and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:








CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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                                   AGREEMENT:

         1.       RECITALS.  The  above-listed  Recitals  are incorporated  into
this Agreement in their entirety and expressly made a part hereof.

         2.       TERM.  This Agreement shall commence on the date the LaserMark
II System and Software are delivered and set up at Affiliate's place of business
and shall  continue for sixty (60) months  thereafter  (the  "Term").  Affiliate
shall  have the right to extend  the Term for  successive  one (1) year  periods
thereafter,  provided the following conditions are met: (a) Affiliate is in good
standing under the terms of this Agreement;  (b) Affiliate has continuously sold
an average of two hundred (200) Units (as hereinafter defined) during each month
of the  previous two (2) years;  and (c)  Affiliate  provides  CUSA with written
notice of its intention to extend the Term of this  Agreement  within sixty (60)
days prior to the expiration of the then current term.

         3.       LEASE   OF   LASERMARK  II  SYSTEM/ADDITIONAL   EQUIPMENT.  In
consideration for a one-time,  lump sum,  non-refundable,  flat lease fee of Two
Hundred Thirty Five Thousand Dollars  ($235,000.00),  which shall be paid in two
(2) equal  installments of One Hundred  Seventeen  Thousand Five Hundred Dollars
($117,500.00),  the first of which is due upon the execution of this  Agreement,
with the balance due upon  delivery of the  LaserMark II System,  CUSA agrees to
lease the  LaserMark II System to Affiliate  and  Affiliate  agrees to lease the
LaserMark  II System from CUSA,  subject to the terms and  conditions  contained
herein.  CUSA  agrees  to cause  the  LaserMark  II System  and  Software  to be
delivered and  operational  at  Affiliate's  business  location by no later than
eight (8) weeks from the date of this  Agreement.  Ownership of the LaserMark II
System shall at all times be vested in CUSA and Affiliate  agrees to execute any
and all  documents  reasonably  required  by CUSA to  evidence  this  ownership,
including the preparation,  execution and filing of UCC-1 Forms. Affiliate shall
not allow any liens or  encumbrances  to be placed upon the LaserMark II System,
or any part thereof.  Affiliate shall immediately remove any and all liens which
may be placed upon the  LaserMark II System or be deemed to be in breach of this
Agreement. Affiliate hereby agrees to purchase any and all additional equipment,
including but not limited to digital cameras and workstations,  exclusively from
CUSA.

         4.       LICENSE OF SOFTWARE. In consideration for the Software License
Fee (as  hereinafter  defined),  CUSA hereby  grants to Affiliate the license to
utilize the Software during the Term of this Agreement, subject to the following
conditions.

    (a)  RESTRICTED USE.  Affiliate shall use the Software  in  connection  with
         the LaserMark II System to manufacture and sell Two-Dimensional ("2-D")
         and  Three-Dimensional  ("3-D")  facial  images (the "Facial  Images").
         Affiliate is strictly  prohibited  from  utilizing the Software  and/or
         LaserMark  II System  for any use other  than to  manufacture  and sell
         Facial  Images  from  equipment  purchased  and/or  leased  from  CUSA.
         Affiliate shall  specifically not be allowed to utilize the Software in
         connection  with equipment  obtained from any source other than through
         CUSA.


CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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    (b)  EXCLUSIVE  TERRITORY:  Affiliate shall  enjoy the  exclusive  rights to
         manufacture and sell the Facial Images in the County of ________, State
         of __________ (the "Territory").  Affiliate's initial location shall be
         located  at:  ___________________________________.  It  should be noted
         that  Affiliate   shall  continue  to  enjoy  the  exclusive  right  to
         advertise,  manufacture and sell the Units and utilize the Software and
         LaserMark II System  within the  Territory,  provided  Affiliate  opens
         additional  locations  each  six (6)  months  during  the  Term of this
         Agreement,  along with any  extensions  thereto.  In the unlikely event
         Affiliate fails to open a new location within any six (6) month period,
         Affiliate's  exclusive  rights  shall be limited to the city  limits of
         those  locations  opened  prior to that date and CUSA  shall be free to
         license  others to utilize the  Software  and  Equipment in any and all
         other cities  within the  Territory,  without being liable to Affiliate
         for any loss Affiliate may experience as a direct or indirect result of
         CUSA's grant of these subsequent licenses.
    (c)  SOFTWARE  LICENSE FEE. In consideration  for the license to utilize the
         Software to manufacture and sell Facial Images, Affiliate agrees to pay
         CUSA a proprietary  software  license Fee of Eighteen Dollars and Fifty
         Cents  ($18.50) for each Unit  manufactured  and sold by Affiliate (the
         "Software  License Fee"). For purposes of this Agreement,  a Unit shall
         be defined as an image etched  inside a plastic or glass cube  produced
         by the LaserMark II System.
    (d)  PAYMENT  TERMS.  The  Software  License  Fee  shall be paid by no later
         than the seventh  (7th) of each calendar  month,  for the sale of Units
         during the  preceding  month.  Each monthly  payment shall be submitted
         with a  detailed  accounting  of  how  the  Software  License  Fee  was
         calculated  for that  respective  month.  Acceptance of amounts by CUSA
         shall not preclude CUSA from questioning the correctness of same at any
         time.  All  amounts  shall  be  made  without  set-off  of  any  amount
         whatsoever, whether based upon any claimed debt or liability of CUSA to
         Affiliate.  Any and all late payments will be subject to a Five Percent
         (5%) late  penalty  and shall  accrue  interest at the rate of 1.5% per
         month.
    (e)  TAXES.  Affiliate shall be responsible  for any and all taxes  assessed
         in  connection  with the  sale of Units  and/or  the  operation  of the
         Machine.  The Software  License Fee,  along with any and all other fees
         payable from Affiliate to CUSA hereunder,  shall be made free and clear
         of any and all applicable  taxes,  including but not limited to excise,
         sales, use and/or income tax.

5.       PURCHASE OF  SUPPLIES.  During  the Term of this  Agreement,  Affiliate
agrees to purchase  the  following  supplies for use in the manufacture and sale
of the Units exclusively from CUSA:

    (a)  GLASS CUBES. Affiliate shall purchase all of its glass cubes from CUSA,
         which CUSA warrants  will be of good quality and free from defects.  In
         the event of a  defective  glass cube,  Affiliate  shall be required to
         return the defective product back to CUSA in order for the defect to be
         verified and credit to be applied.  CUSA agrees to sell the glass cubes
         to  Affiliate  on a  most  favored  nations  basis  with  CUSA's  other
         Affiliate's,  which may be  amended  from  time to time in CUSA's  sole
         discretion. All glass cubes shall be delivered F.O.B.


CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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    (b)  LIGHT BASES,  COLLECTION IMAGES AND RELATED  PRODUCTS.  Affiliate shall
         purchase Light Bases, Collection Images and Related  Products from CUSA
         at  such  prices  and  in such  minimum  quantities as are specified on
         Exhibit 2.  Affiliate  agrees to  sell  these  products at such minimum
         prices  as  are  set  forth by CUSA from  time  to  time  in  its  sole
         discretion.

    (c)  EXCLUSIVITY.  Affiliate shall  purchase all of its glass  cubes,  light
         bases, collection images and related products exclusively from CUSA

6.       MARKETING  AND  PROMOTION.  CUSA shall be  entitled  to create,  and/or
engage  third  parties  to create,  advertising  campaigns,  including,  without
limitation,  television,  radio  and print  campaigns,  in  connection  with the
advertising  and promotion of the  manufacture  and sale of the Units.  Licensee
shall  obtain  CUSA's  prior  written  approval of any and all such  advertising
campaigns.  Affiliate agrees to work closely with CUSA regarding all promotional
activities on behalf of CUSA.  Affiliate  agrees that any advertising  campaigns
including internet web sites, flyers, brochures, coupons, audio-visual and other
forms  of  advertising  are not to be  distributed  without  the  prior  written
approval of CUSA.

7.       INSURANCE.  Affiliate  shall,  at is own cost and expense,  immediately
insure the  LaserMark II System for the full value  against  loss,  or damage by
fire, theft, water, acts of vandalism, or acts of nature (force majeure), with a
qualified,  reputable  insurance  company and shall  deliver the said  insurance
policy to CUSA  together  with the paid  receipt  for  premiums  thereunder.  In
connection with the  advertisement,  production,  manufacturing  and sale of the
Units,  along with the operation of the Equipment and Software,  Affiliate shall
be solely responsible for procuring any and all necessary  insurance.  Affiliate
shall at all  times  while  this  Agreement  is in  effect  and for one (1) year
thereafter,  obtain and maintain at its own expense,  from a qualified insurance
carrier  with a Best  rating  of at least  "B",  insurance,  including,  without
limitation, insuring the LaserMark II System for the full value against loss, or
damage by fire,  theft,  water,  acts of  vandalism,  or acts of  nature  (force
majeure),  products,  personal injury,  advertising,  and contractual  liability
coverage,  which  includes as an additional  insured CUSA and its  subsidiaries,
affiliates,  officers,  directors,  employees,  representatives  and agents. The
amount of coverage shall be not less than $1,000,000 combined single limit (with
no deductible amount) for each single  occurrence.  The policy shall provide for
thirty  (30) days  written  notice to CUSA from the  insurer  by  registered  or
certified  mail,  return receipt  requested,  in the event of any  modification,
cancellation or termination.  Upon execution of this Agreement,  Affiliate shall
furnish CUSA with a certificate  of insurance  issued by the carrier  evidencing
the same. In no event shall Affiliate manufacture, advertise, distribute or sell
any Units prior to CUSA's receipt of such  certificate  of insurance.  Affiliate
expressly  indemnifies  CUSA, and holds CUSA harmless,  from and against any and
all claims and/or  damages in  connection  with the  advertising,  manufacturing
and/or sale of the Units produced by Affiliate using the Equipment and Software.

8.       INDEMNIFICATION.

    (a)  CUSA  shall  indemnify,  hold  harmless and defend  Affiliate,  and its
         parents, subsidiaries,  affiliates,  officers, directors and employees,
         against any claims, liabilities, demands,


CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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         causes of action, judgments,  settlements and expenses (including,  but
         not limited to,  reasonable  attorneys'  fees and court costs)  arising
         solely out of  Affiliate's  use of the  Equipment  and/or  Software  as
         authorized  hereunder;  provided,  however, that Affiliate shall notify
         CUSA  in  writing  within  ten  (10)  days  after  Affiliate   receives
         notification  of any claim or suit relating to  Affiliate's  use of the
         Equipment and/or Software. CUSA shall undertake and control the defense
         and settlement of any such claim or suit and Affiliate  shall cooperate
         fully  with CUSA in  connection  herewith.  In no event  shall  CUSA be
         liable  for  any  consequential  damages  or  loss  of  profits,  which
         Affiliate may suffer arising out of same. The foregoing indemnity shall
         not be construed to cover any claim with respect to which Affiliate has
         committed to indemnify CUSA under Paragraph 8(b) below.

    (b)  During  and after the Term hereof,  Affiliate  shall indemnify and hold

         harmless,  CUSA, its  subsidiaries,  affiliates,  officers,  directors,
         representatives,  employees  and  agents  (each,  an  "Indemnitee"  and
         collectively  "Indemnitees")  from  and  against  any and  all  claims,
         liabilities,  losses, demands, causes of action, judgments, settlements
         and expenses (including, but not limited to, reasonable attorneys' fees
         and court costs) ("Claim") arising out of or in connection with (i) the
         design, manufacture,  packaging,  distribution,  shipment, advertising,
         promotion,  sale, or  exploitation of the Units (ii) alleged defects or
         deficiencies  in the  Equipment,  Software  and/or  Units  or  the  use
         thereof,  the failure of the Equipment,  Software  and/or Units to meet
         any  applicable  laws  or  standards,  or  false  advertising,   fraud,
         misrepresentation  or other claims related to the  Equipment,  Software
         and/or Units not involving a claim of right to the Software,  (iii) any
         breach of any representation,  warranty,  or covenant made by Affiliate
         hereunder,   including  without   limitation  in  connection  with  the
         advertising,  manufacture and/or sale of the Units; or (iv) the failure
         of Affiliate to perform any of its covenants or  obligations  contained
         in this  Agreement.  Without  limiting the generality of the foregoing,
         Affiliate's indemnity shall specifically apply to claims relating to or
         based upon defects in the Units, whether hidden or obvious, and despite
         CUSA's  approval of the Units,  it being  agreed that any  governmental
         order of recall or injunction against  distribution  and/or sale shall,
         as  between  Affiliate  and CUSA,  be deemed  conclusive  proof of such
         defect for purposes of invoking Affiliate's  indemnity  hereunder.  The
         foregoing  indemnity  shall not be  construed  to cover any claim  with
         respect  to which  CUSA has  committed  to  indemnify  Affiliate  under
         Paragraph 8(a) above. If any Claim is initiated  against any Indemnitee
         with  respect  to  which  such  Indemnitee  may  make a  claim  against
         Affiliate  pursuant to this Paragraph 8(b),  then the Indemnitee  shall
         give prompt written  notice of such Claim to the  Affiliate;  provided,
         however,  that the failure to so notify the Affiliate shall not relieve
         the Affiliate from any liability under this Paragraph 8(b) unless,  and
         only to the  extent  that,  such  failure  results in  prejudice  to or
         forfeiture  of,  substantive  rights  or  defenses  of  the  Affiliate.
         Affiliate,  at Affiliate's own expense, shall have the option to assume
         the defense of such  Claim.  If  Affiliate  assumes the defense of such
         Claim, (i) Affiliate shall keep the Indemnitee informed of all material
         developments  and events  relating to such Claim,  (ii) the  Indemnitee
         shall have the right to participate, at its own expense, in the defense
         of such Claim (but such  participation  shall not be deemed to give the
         Indemnitee  the right to control such  defense),  (iii) the  Indemnitee
         shall cooperate as



CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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         reasonably  requested by  Affiliate  in the defense of such Claim,  and
         (iv)  Affiliate  shall not settle such Claim  without the prior written
         consent of the  Indemnitee,  which  consent  shall not be  unreasonably
         withheld.  If Affiliate  fails to assume the defense of such Claim,  or
         fails to  diligently  defend  such  Claim,  Indemnitee  may  assume the
         defense of such Claim and Affiliate shall reimburse  Indemnitee for all
         reasonable  expenses  (including  reasonable  attorneys' fees which may
         include,  without  limitation,  an allocation for in-house  counsel) as
         such expenses are incurred, relating to the defense of such Claim.

9.       WARRANTY.  CUSA  makes  no  express or implied  warranties of any kind,
including without  limitation those of merchantability or fitness for purpose or
use or condition  performance  suitability or design,  or conformity to any law,
rule, regulation,  agreement or specification, or of infringement of any Patent,
Trade Secret,  Trademark,  Copyright,  or other intangible  property right. CUSA
shall have no liability to Affiliate,  nor any other party,  nor shall Affiliate
abate payments,  for any loss,  claim or damage of any fixture caused or alleged
to be  caused  directly,  indirectly,  incidentally  or  consequentially  by the
LaserMark II System  and/or  Software,  any  inadequacy  thereof,  deficiency or
defect therein  (whether known or knowable by CUSA), by any incident  whatsoever
arising in connection therewith, whether in strict liability or otherwise, or in
any way relating to or arising out of this Agreement.

10.      TERMINATION.

         10.1     In  addition  to  any and all other  remedies  available to it
hereunder,  CUSA shall have the right to  immediately  terminate  this Agreement
upon written notice to Affiliate upon the occurrence of any of the following:

                  (a)      Affiliate  presents,  makes,  sells, offers for sale,
                  uses or  distributes  the  Equipment,  Software  and/or  Units
                  without having the prior written approval of CUSA or continues
                  to present,  make, sell, offer for sale, use or distribute the
                  same after receipt of notice from CUSA withdrawing approval of
                  same.

                  (b)      Affiliate  becomes  subject  to   any   voluntary  or
                  involuntary  order  of any  government  agency  involving  the
                  Equipment,  Software and/or Units because of safety, health or
                  other hazards or risks to the public.

                  (c)      CUSA discovers that the Counter on the  Equipment has
                  been  tampered  with and/or if an  accounting of the books and
                  records of Affiliate  indicate that Affiliate has  manipulated
                  its sale of the Units to the detriment of CUSA.

                  (d)      Affiliate conducts sales of Units and/or operates the
                  Equipment  and/or Software  outside his or her designated area
                  and/or   territory  by  means  of  internet,   advertising  or
                  un-authorized  showing or use of the Equipment and/or Software
                  at Trade Shows or any other manifestations without the written
                  consent of CUSA


CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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         10.2     In addition to  any and  all other  remedies  available  to it
hereunder,  on  seven (7) days prior  written  notice  to  Affiliate,  CUSA  may
terminate  this  Agreement  (in  which case such termination  shall be effective
immediately  upon  expiration  of the  seven (7) day  notice  period),  upon the
occurrence  of any of the following circumstances,  provided  that  during  such
seven   (7)  day   period,  Affiliate   fails  to  cure  the  breach  to  CUSA's
satisfaction:

                  (a)      Affiliate  fails  to  immediately   discontinue   the
                  advertising,  distribution  or sale of the Units  which do not
                  contain the appropriate legal legend or notice.

                  (b)      Affiliate breaches any  of  the  provisions  of  this
                  Agreement relating to the unauthorized  assertion of rights in
                  the Software.

                  (c)      Affiliate  fails to make  timely  payment  of amounts
                  when due or fails to make timely  submission  of Reports  when
                  due. However, in the event Affiliate has previously been given
                  notification  and  time  to cure a prior  breach  relating  to
                  Affiliate's failure to remit a payment and/or Report when due,
                  then CUSA may terminate this Agreement immediately upon notice
                  to  Affiliate  and no  further  time to cure  need be given to
                  Affiliate by CUSA regardless of whether or not Affiliate cured
                  any prior failure or breach.

         10.3     In  addition  to  any and all other  remedies  available to it
hereunder,  on thirty  (30) days prior  written  notice to  Affiliate,  CUSA may
terminate  this  Agreement  (in which case such  termination  shall be effective
immediately  upon  expiration  of the thirty (30) day notice  period),  upon the
occurrence  of any of the  following  circumstances,  provided  that during such
thirty  (30)  day  period,   Affiliate  fails  to  cure  the  breach  to  CUSA's
satisfaction:

                  (a)      Affiliate  fails  to  obtain or maintain insurance as
                  required hereunder.

                  (b)      A  petition  in  bankruptcy  is  filed  by or against
                  Affiliate;  Affiliate is adjudicated bankrupt or insolvent, or
                  makes  an  assignment  for  the  benefit  of  creditors  or an
                  arrangement   pursuant  to  any  bankruptcy   law;   Affiliate
                  discontinues  its  business;  or a receiver is  appointed  for
                  Affiliate or  Affiliate's  business  and such  receiver is not
                  discharged within thirty (30) days.

                  (c)      Affiliate  or  any of its  controlling  shareholders,
                  officers,   directors  or   employees   take  any  actions  in
                  connection  with  the  manufacture,   sale,   distribution  or
                  advertising the Units which damages or reflects adversely upon
                  CUSA and/or the Software.

                  (d)      Affiliate violates  any of its other  obligations  or
                  breaches any of its covenants, agreements,  representations or
                  warranties hereunder.

                  (e)      Affiliate discontinues  the use of the  LaserMark  II
                  System during any consecutive thirty (30) day period,  without
                  the prior written consent of CUSA.


CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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                  (f)      The Units  produced  by  Affiliate  are  of  inferior
                  quality as determined in the sole discretion of CUSA.

11.      EFFECT OF TERMINATION.

     (a) On  expiration  or  termination  of this  Agreement,  all amounts owing
         shall be immediately due and payable without set-off of any kind and no
         amounts paid to CUSA shall be refunded to Affiliate.

     (b) On expiration or termination of this Agreement, Affiliate shall have no
         further right to exercise the rights licensed  hereunder  or  otherwise
         acquired in relation to this Agreement  and such rights shall forthwith
         revert to CUSA.

     (c) Upon the termination of this  Agreement,  whether by the natural elapse
         of time or otherwise,  Affiliate  agrees  to  return the  LaserMark  II
         System in the same good working  order and  condition,  reasonable wear
         and tear excepted.  In the event the LaserMark II System,  or any piece
         thereof,  is returned in a damaged  state  beyond  reasonable  wear and
         tear,  CUSA  shall cause the same to be repaired  and/or  replaced,  at
         CUSA's  option,  all  at  the sole  cost and expense of  Affiliate.  If
         Affiliate  fails to return any item of the LaserMark  II System without
         proper  justification,  Affiliate  hereby  grants  to CUSA the right to
         charge Affiliate the full  replacement  value of  the  missing  item(s)
         along with all costs related thereto,  including  any  loss  of  rental
         profits caused by the loss of the  equipment.  All  materials  supplied
         to Affiliate by CUSA hereunder shall be immediately returned to CUSA at
         Affiliate's expense.

12.      WARRANTY AND SERVICING OF LASERMARK II SYSTEM.

         (a)      CUSA herby warrants  that the  LaserMark II System shall be in
         good working  order and  condition  upon delivery to Affiliate and that
         the  LaserMark  II System  will come with the  original  manufacturer's
         warranty  (twelve-month  repair or replacement  guaranty).  During this
         twelve  (12)  month  manufacturer's  warranty  period,  CUSA  agrees to
         service  the  LaserMark  II System at its sole cost and expense for all
         malfunctions  other than human error or  misinterpretation  of start-up
         procedures.  Commencing on the thirteenth  (13th) month of the Term and
         continuing  for  each  month  thereafter,  Affiliate  shall  pay CUSA a
         monthly service fee of One Thousand  Dollars  ($1,000.00),  to maintain
         the LaserMark II System, which includes servicing of the vital parts of
         the  LaserMark  II System  such as Lenses  and Laser  components.  This
         service  includes any and all labor  required to service  and/or repair
         the LaserMark II System,  but specifically does not include the cost of
         replacement parts which is the responsibility of Affiliate.

         (b)      In the  unlikely  event  of  disrepair,  CUSA  guarantees  the
         presence of a certified technician within 72 hours of receiving written
         or electronic mail notification from Affiliate.  Affiliate shall not be
         entitled to any  compensation  for loss of business if the LaserMark II
         System  is  repaired   within   five  (5)  days  after  CUSA   receives
         notification from Affiliate. If CUSA has failed to fix the LaserMark II
         System or replace  it with a another  LaserMark  II  System,  then CUSA
         agrees  to  compensate  Affiliate  in an  amount

CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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         equal to Affiliate's  average daily sales during the proceeding  ninety
         (90) day period for each day  thereafter  that CUSA fails to either fix
         or replace the LaserMark II System.

     (c) If CUSA  determines  that the  LaserMark II System is in disrepair as a
         result of  Affiliate's  violation  of the Rules  and  Conditions  which
         govern the  operation  of the  LaserMark  II System,  then the warranty
         specified  in  Paragraph  (a)  above  shall  not  apply.  The Rules and
         Conditions  for  optimal  performance  of the  LaserMark  II System are
         contained in the LaserMark II System Manual, a true and correct copy of
         which has been  delivered  to Affiliate  with the  LaserMark II System.
         These Rules and Conditions include, but are not limited to: (i) Keeping
         the  LaserMark  II  System  in a dry and dust  free  environment;  (ii)
         Keeping  the water  cooled  system of the laser and the  coolant  fluid
         level at the maximum level;  (iii) Keeping all spillable liquids of any
         kind away from the  LaserMark  II System  components;  and (iv)  Strict
         adherence to the correct diode,  trigger and frequency  settings of the
         laser so that the  LaserMark  II System  produces  optimal  results and
         maximum resolution inside the glass cubes.

13.      TECHNICAL SUPPORT. CUSA shall provide Affiliate  with an initial  three
(3) to four (4) day Software  training seminar at CUSA's corporate  headquarters
in Las Vegas,  Nevada so as to train  Affiliate  on the proper  operation of the
LaserMark II System and Software.  While this Software  training seminar will be
free of charge to Affiliate,  Affiliate  shall be responsible for its own travel
and hotel  accommodations to and from this training seminar. In addition to this
initial training  seminar,  CUSA shall provide Affiliate with all updates to the
Software, along with 365 days per year technical support during the Term of this
Agreement, along with any extensions thereto.

14.      REFERRAL FEES.  Affiliate  agrees  to actively promote CUSA products to
all  potential  customers  interested in the purchase of the LaserMark II System
and to  promptly  refer  any and all such  customers  identities  and  pertinent
information  to CUSA (a "Referred  Party").  In the event CUSA is  successful in
entering into an Agreement  with a Referred Party to lease a LaserMark II System
and  license for the  Software,  Affiliate  shall be entitled to a referral  fee
equal to Five  Percent (5%) of: (a) The  equipment  lease fee (which shall be no
less than $195,000);  and (b) All Software License Fees earned from the Referred
Party  (collectively,  the "Referral Fees").  CUSA agrees to pay Affiliate these
Referral  Fees  within  ten (10)  days of  CUSA's  receipt  of the same from the
Referred  Party.  Affiliate  shall not be entitled to receive any Referral Fees,
which are not ultimately  received by CUSA and  acknowledges  that CUSA shall be
under no  obligation to Affiliate,  legally or otherwise,  to pursue  collection
efforts for these unpaid  Referral Fees. If Affiliate  refers three (3) Referred
Parties  whom  ultimately  enter into  equipment  lease and  software  licensing
agreement  with CUSA,  Affiliate's  Software  License Fees shall be increased to
Eight Percent (8%) for every subsequent Referred Party.

15.      AUDIT RIGHTS.  The LaserMark II System will be equipped  with a counter
that will register each unit produced by Affiliate.  Affiliate  agrees that CUSA
shall have the right to check the counter  during  Affiliate's  normal  business
hours at any time  during the term of this  Agreement.  Additionally,  Affiliate
shall keep and  maintain  accurate  books of account  and records  covering  all
transactions relating to this Agreement. CUSA or its designee


CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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shall be entitled to (i) audit and inspect such books and records at any time or
times during or after the Term during  reasonable  business  hours and upon five
(5) days prior written  notice to Affiliate,  and (ii) make copies and summaries
of such  books and  records.  All such  books of account  and  records  shall be
retained  by  CUSA  for a  minimum  of  three  (3)  years  after  expiration  or
termination  of  this  Agreement.  If  CUSA's  duly  authorized   representative
discovers a  deficiency  in the amounts  paid to CUSA for any period under audit
(an "Audit  Deficiency"),  Affiliate shall promptly pay such Audit Deficiency to
CUSA and, if such Audit  Deficiency is three percent (3%) or more of the amounts
paid to CUSA for such audit period,  Affiliate shall also reimburse CUSA for all
costs  and  expenses  incurred  by  CUSA  in  connection  with  such  audit.  In
calculating costs for an internal auditor to perform such audit, CUSA shall bill
its personnel  costs incurred in performing such audit on an hourly basis at the
hourly salaried rate of the personnel  performing such services  multiplied by a
factor of 1.75. If such Audit  Deficiency is twenty percent (20%) or more of the
amounts paid to CUSA for such audit period,  then in addition to the above, CUSA
may, at its sole option,  immediately  terminate  the  Agreement  upon notice to
Affiliate,  even if Affiliate  tenders the Audit Deficiency and associated costs
and expenses to CUSA.  Without  prejudice to any other rights of CUSA hereunder,
time is of the essence  regarding all payments due hereunder and Affiliate shall
pay  interest on any Audit  Deficiency,  as well as on all  delinquent  payments
hereunder,  at two percent (2%) plus the "prime rate" established by the Bank of
America in Las Vegas, Nevada,  compounded annually at the rate from time to time
in effect and calculated from the date on which such payment was due.

16.      SOFTWARE USE/CREDIT.  Affiliate shall have the  right, during  the Term
to use the Software solely in connection with the  manufacturing and sale of the
Units,  including the advertising and promotion of the same. CUSA shall have the
right to approve,  in writing,  any and all advertisement  materials.  Affiliate
agrees  that  CUSA  shall be given  credit  as  specified  by CUSA on and in all
programs  and  other  advertising  materials  created  in  connection  with  the
promotion and sale of the Units. In addition, any and all advertising, promotion
and other  materials  created in connection with the manufacture and sale of the
Units,  including,  without limitation,  all packaging and advertising materials
shall contain the following credits: "________________________________."

17.      COPYRIGHT/TRADEMARKS/RESERVED RIGHTS.

     (a) Affiliate's use of the Software shall inure  exclusively to the benefit
         of CUSA, and Affiliate shall not acquire any rights therein.  Affiliate
         recognizes the value of the goodwill associated with the Software,  and
         that the  Software has  acquired  secondary  meaning in the mind of the
         public.  Affiliate  agrees,  during the Term and  thereafter,  never to
         contest  the rights of CUSA in such  Software  or the  validity  of the
         license herein granted to it. Affiliate shall not at any time apply for
         any  registration  of any copyright,  trademark,  patent,  or any other
         intellectual  property right,  whether  recognized  currently or in the
         future, or other designation which would affect the ownership or rights
         of  CUSA  in and  to the  Software  nor  file  any  document  with  any
         governmental  authority  or  otherwise  to take any action  which would
         adversely  affect  any  of  such  ownership  or  rights  in  and to the
         Software, or assist anyone else in doing so.


CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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<PAGE>



     (b) Ownership  of  all  intellectual property  rights,  whether  recognized
         currently or in the future, including,  without limitation,  copyright,
         patent and trademark rights, in the Software,  the LaserMark II System,
         and  in  all  artwork,  packaging,  copy,  literary  text,  advertising
         material and  promotion  material of any sort  utilizing  the Software,
         including all such material developed by Affiliate,  shall vest in CUSA
         and  title  thereof  shall be in the name of  CUSA,  or its  respective
         designees.  All such  items  shall  bear the  copyright  and  trademark
         notices  specified by CUSA and any other legal  notices  which CUSA may
         from  time  to  time  prescribe.  Any and  all  additions  to,  and new
         renderings,  modifications  or  embellishments  of the  artwork  shall,
         notwithstanding  their invention,  creation and use by Affiliate or its
         agents,  be and  remain the  property  of CUSA,  and CUSA may use,  and
         license others to use the same,  subject only to the provisions of this
         Agreement.  Affiliate  shall enter into written  agreements with all of
         its  employees  and  independent  contractors  (i)  providing  that all
         performances, concepts, characters, artwork and designs created by them
         in the course of Affiliate's manufacture and/or sale of the Units under
         this  Agreement  shall be the property of CUSA either as works for hire
         under United States  copyright law or  otherwise,  and (ii)  obligating
         them to assign  all such  rights  to CUSA.  Upon the  request  of CUSA,
         Affiliate  shall submit to CUSA for CUSA's  approval copies of all such
         agreements prior to use thereof.  Affiliate shall not permit any of its
         employees or independent  contractors to obtain or reserve,  by written
         or oral agreement or otherwise,  any rights as "authors" or "inventors"
         of any such  artwork or  designs  (as such terms are used in present or
         future  United  States  copyright  and/or  patent  statutes or judicial
         decisions).  Affiliate  shall furnish to CUSA at CUSA's  request,  full
         information  concerning  the  invention  and  creation  of such  Units,
         concepts,  characters, artwork and designs, together with the originals
         of  assignments  of all  rights  therein  obtained  from all such third
         parties to CUSA.

     (c) Affiliate  shall  assist  CUSA, at  CUSA's request and expense,  in the
         procurement and maintenance of CUSA's rights in the Software (including
         all intellectual  property rights,  whether recognized  currently or in
         the  future).  In  connection   therewith,   Affiliate  shall,  without
         limitation,  execute  and  deliver  to  CUSA  in  such  form  as it may
         reasonably  request,  all  instruments   necessary  to  (i)  effectuate
         copyright  and  trademark  protection,   (ii)  record  Affiliate  as  a
         registered user of any trademarks pursuant to this Agreement,  or (iii)
         cancel any such  registration.  Such  registration  shall be handled by
         attorneys  selected  or  approved  by CUSA.  CUSA makes no  warranty or
         representation that trademark or copyright  protection shall be secured
         in the Software.

     (d) CUSA and Affiliate shall cooperate to ensure that third parties may not
         unlawfully  infringe  on the  Software  or engage in any acts of unfair
         competition  involving the Software.  Affiliate  shall promptly  notify
         CUSA of any such  infringements or acts of unfair  competition by third
         parties  that comes to its  attention.  CUSA  shall have the  exclusive
         right,  exercisable  at its  discretion,  to  institute in its own name
         and/or  Affiliate's  name and to  control,  all actions  against  third
         parties   relating  to  CUSA's   copyrights,   trademarks,   and  other
         proprietary  rights in and to the  Software,  at CUSA's  expense.  With
         respect  to any such  actions,  CUSA  shall  employ  counsel of its own
         choice to direct the  handling  of the  litigation  and any  settlement
         thereof. Company shall be entitled to


CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

                                     11 of 18
<PAGE>


         receive and retain all amounts awarded, if any, as damages,  profits or
         otherwise in connection with such suits.  Affiliate shall not,  without
         CUSA's prior written consent,  institute any suit or take any action on
         account  of  such   infringements,   acts  of  unfair   competition  or
         unauthorized uses. If, with CUSA's consent,  Affiliate  institutes,  at
         its sole cost and expense,  such a suit or action,  Affiliate  shall be
         entitled to recover all reasonable costs and expenses  incurred in such
         suit or action from any financial  recovery  awarded or obtained.  CUSA
         shall incur no liability  to  Affiliate by reason of CUSA's  failure or
         refusal  to  prosecute,  or by CUSA's  refusal to permit  Affiliate  to
         prosecute,  any alleged infringement by third parties, nor by reason of
         any settlement to which CUSA may agree.

     (e) CUSA can withdraw any or all elements of the Software, or any component
         part thereof,  from the terms of this Agreement if CUSA determines that
         the  exploitation  therefore  would or might  violate or  infringe  the
         copyright,  trademark or other proprietary rights of third parties,  or
         subject  CUSA  to any  liability  or  violate  any  law,  court  order,
         government  regulation or other ruling of any governmental  agency,  or
         if, on account of the expiration or sooner  termination of an agreement
         between  CUSA and a third  party  from whom CUSA has  obtained  certain
         underlying   rights  relating  to  the  exploitation  of  the  Software
         hereunder or  otherwise,  CUSA shall no longer have the right to act in
         the  capacity  herein  contemplated  on behalf  of any  third  party or
         parties,  or if CUSA determines that it cannot  adequately  protect its
         rights in the Software under the copyright,  trademark or other laws of
         the Territory.  Such a withdrawal  shall not be deemed a breach of this
         Agreement.

     (f) Affiliate  shall not use  CUSA's  name,  or the  Software,  other  than
         as permitted hereunder and, in particular, shall not incorporate CUSA's
         name, or the Software, in the Affiliate's corporate or business name in
         any manner  whatsoever.  Affiliate agrees that in using the Software it
         will in no way represent that it has any rights,  title and/or interest
         in or to the  Software  other than those  expressly  granted  under the
         terms of this Agreement.  Affiliate further agrees that it will not use
         or  authorize  the  use,  either  during  or  after  the  Term,  of any
         configuration,  trademark, trade name, or other designation confusingly
         or substantially similar to CUSA's name or the Software, or any element
         thereof.

     (g) All  copyrights, trademarks,  service  marks,  trade names and the like
         created by Affiliate  or by the parties  collectively  specifically  in
         connection  with the use of the  LaserMark II System,  Software  and/or
         sale of the Units (individually and collectively  "Related Copyrights")
         shall be registered in CUSA's name.  CUSA reserves the exclusive  right
         to license the  Related  Copyrights  for any and all media,  including,
         without limitation, publishing,  merchandise,  television, cable, film,
         video and internet purposes.

     (h) CUSA reserves all rights not expressly granted to Affiliate hereunder.

     (i) CUSA shall not be  prevented  from  granting  third  parties  the right
         to use the  Software  in any  manner  whatsoever,  except as  otherwise
         provided herein.

     (j) Affiliate acknowledges that the license granted herein does not include
         any  right,  title,  or  interest  in or to  the  Software,  nor to any
         intellectual property rights relating thereto,


CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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         including,   without  limitation,   any  copyrights,   patents,  and/or
         trademarks therein or associated therewith. Furthermore, this Agreement
         relates  solely to the  Software.  Affiliate  is not, by virtue of this
         Agreement,  acquiring any right  whatsoever  with respect to any motion
         picture or television  production,  home video,  publication,  or other
         endeavor which is based upon,  derivative of,  inspired by or otherwise
         related to the Software ("Derivative Properties").  In this connection,
         Affiliate  expressly  acknowledges  that its license hereunder does not
         include the right to use photographs,  designs,  materials, and artwork
         from  Derivative  Properties to the extent such materials are different
         from  the  Software.  All  right,  title  and  interest  in  and to the
         Derivative Properties is retained by CUSA.

     (k) Affiliate  agrees  that  CUSA  is  only  granting  those  rights as are
         specifically  set  forth  herein  and only for such  period  of time as
         specifically  stated herein.  Upon the  termination of this  Agreement,
         whether  through the natural  elapse of time or  otherwise,  all rights
         conferred  by CUSA  hereunder  will  automatically  revert back to CUSA
         without the necessity of taking any affirmative  action,  including but
         not  limited to the right to use the name  Crystalix  or any  variation
         thereof.

18.      CONFIDENTIALITY.   All "Confidential   Information"   (defined   below)
that CUSA or any of its "Representatives" (defined below) furnishes to Affiliate
(including without  limitation any such information  furnished prior to the date
of this Agreement)  shall be used by the Affiliate solely in connection with the
furtherance of the Agreement.  Affiliate shall take  reasonable  steps to ensure
that all of CUSA's  Confidential  Information  is kept  confidential;  provided,
however,  that such  information  may be  disclosed  if required  by law,  rule,
regulation  or court order,  or to those  representatives,  counsel,  directors,
officers, employees and agents (each, a "Representative," and collectively,  the
"Representatives")  of  Affiliate  who have a need to know such  information  in
connection  with the Agreement only if each such  Representative  is informed by
Affiliate  of  the   confidential   nature  of  such   information  and  of  the
confidentiality  undertakings of Affiliate contained herein.  Affiliate shall be
responsible for any breach of this Agreement by its Representatives.

         As used herein,  "reasonable  steps" means the steps that the Affiliate
takes to protect its own,  similar  confidential  and  proprietary  information,
which  shall not be less than a  reasonable  standard of care.  As used  herein,
"Confidential  Information"  means any of  CUSA's  proprietary  or  confidential
information,  technical  data,  trade  secrets or know-how,  including,  but not
limited to, research,  production plans,  productions,  service plans, services,
customer  lists and  customers,  markets,  software,  developments,  inventions,
processes,  formulas,  technology,  designs, drawings,  engineering,  marketing,
distribution and sales methods and systems,  sales and profit figures,  finances
and other business  information  disclosed to Affiliate by or on behalf of CUSA,
either directly or indirectly,  in writing,  orally or by drawings or inspection
of documents or other tangible  property.  However,  "Confidential  Information"
does not include any of the foregoing items which:  (i) prior to disclosure,  is
known to the  public;  (ii)  after  disclosure,  becomes  known to the public or
otherwise  ceases to be a trade secret,  through no act or omission of Affiliate
in violation of this  Agreement;  (iii) is required to be disclosed  pursuant to
applicable laws,  rules or regulations or government  requirement or court order
(provided,  however,  that Affiliate shall promptly advise CUSA of its notice of
any such  requirement  or  order);  (v) is  already  rightfully  in


CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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Affiliate's  possession  at  the  time  of  disclosure;  (vi)  is  independently
developed by or for  Affiliate;  or (vii) is  received by Affiliate from another
person or entity whom Affiliate reasonably believes  is not  obligated  to  CUSA
to keep the same confidential.
         Upon  the  termination  of this  Agreement,  Affiliate  shall  promptly
deliver to CUSA all Confidential  Information in the possession of Affiliate, in
whatever  medium,  including  any and all copies  thereof,  and shall  cause all
summaries or synopses thereof to be either delivered to CUSA or destroyed.  Such
destruction  shall be confirmed in writing by Affiliate to CUSA.  The provisions
of  this  Agreement  shall  survive  any  such   termination,   such  return  of
Confidential  Information and such destruction of summaries and synopses thereof
for a period of two (2) years from and after the date of this Agreement.

19.      NON-COMPETE/NON-CIRCUMVENTION.    Affiliate   acknowledges   that   the
representations   contained  in  this   Agreement,   along  with  the  training,
proprietary  information  and trade secrets CUSA will be sharing with  Affiliate
pursuant to the express terms of this Agreement constitute a material inducement
to CUSA to enter into this  Agreement.  Each party has carefully  considered the
nature and extent of the restrictions,  rights and revenues  conferred upon them
under  this  Agreement  and  hereby  acknowledge  and agree  that:  the same are
reasonable in time and territory;  are designed to eliminate  competition  which
otherwise  would be unfair to the other party;  do not stifle the inherent skill
and  experience  of such party;  would not operate as a bar to such parties sole
means of support;  are fully required to protect the legitimate interest of such
party;  and do not  confer a benefit  upon such  party  disproportionate  to the
detriment to the other party.  Affiliate  further agrees that during the Term of
this  Agreement and for a period of five (5) years  thereafter,  it will not, on
behalf  of  itself or on  behalf  of any  other  person,  company,  corporation,
partnership,  or other  entity  or  enterprise,  directly  or  indirectly,  as a
proprietor,  stockholder, partner, consultant or otherwise, compete with CUSA by
utilizing  the  LaserMark II System,  Software  and/or any equipment or software
programs  similar in nature to the LaserMark II System or Software in any manner
which may be construed in any way to be competitive with CUSA.

20.      VIOLATION OF COVENANTS. If any of the covenants or agreements contained
in Paragraphs 18 or 19 hereof are violated,  Affiliate  agrees and  acknowledges
that such  violation or threatened  violation will cause  irreparable  injury to
Affiliate  and  that the  remedy  at law for any such  violation  or  threatened
violation would be inadequate,  and that Affiliate will be entitled, in addition
to any other  remedies,  to injunctive  relief  without the necessity of proving
actual  damages.  Affiliate  agrees that the provisions of this Paragraph  shall
survive the  expiration or  termination  of this  Agreement or any part thereof,
without regard to the reason therefore.  CUSA would be entitled to an injunction
to be issued by any court of competent jurisdiction,  restraining Affiliate from
committing or continuing any such violation of this Agreement.

21.      ASSIGNMENT. Affiliate's  rights and obligations hereunder  are personal
to Affiliate and shall not be assigned to any affiliate of Affiliate (including,
without  limitation,  subsidiary and parent companies,  and partnerships,  joint
ventures and the like, in which Affiliate has an interest.)  Affiliate's  rights
and  obligations  hereunder  shall not be  sublicensed,  assigned,  mortgaged or
otherwise  transferred  or encumbered by Affiliate or by operation of law unless
otherwise  previously  agreed in writing  by CUSA.  CUSA  reserves  the right to
assign this


CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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Agreement  to any third party and to  hypothecate  or pledge this  Agreement  as
collateral for any purpose. In the event of any such assignment, Affiliate shall
pay all amounts due  hereunder  as directed  by CUSA.  This  Agreement  shall be
binding  upon and shall  inure to the benefit of the  successors  and assigns of
CUSA.

22.      MODIFICATION AND WAIVER.  This  Agreement  contains  the  complete  and
exclusive  statement  of the  Agreement  between the parties with respect to the
subject   matter   hereof,   and   supersedes   any   previous   understandings,
communications, commitments or agreements, oral or written. No term or condition
of this  Agreement will be considered as waived unless such waiver is in writing
and duly executed by an officer of the waiving party. Any waiver by either party
of a breach of any term or condition of this Agreement will not be considered as
a  waiver  of any  subsequent  breach  of the  Agreement  or any  other  term or
condition thereof.

23.      GOVERNING  LAW.  This  Agreement,  and all  questions  relating to  its
validity,  interpretation,   performance  and  enforcement  (including,  without
limitation,  provisions concerning  limitations of action), shall be governed by
and construed in accordance with the laws of the state of Nevada.

24.      NOTICES.  Any  notice,  consent,  approval,  request,  demand  or other
communication required or permitted hereunder must be in writing to be effective
and shall be deemed delivered and received when: (a) Personally  delivered or if
delivered by facsimile, when electronic confirmation is actually received by the
party to whom notice was sent,  or (b) If  delivered  by mail  whether  actually
received  or not,  at the close of  business  on the third  (3rd)  business  day
following  a day  when  placed  in the  United  States  Mail,  postage  prepaid,
certified or registered  mail,  return receipt  requested,  at the addresses set
forth  below (or to such  other  address as any party  shall  specify by written
notice so given),  and shall be deemed to have been  delivered as of the date so
personally  delivered  or  mailed.  The  address  of CUSA for  purposes  of this
paragraph is as follows:  Crystalix USA Group,  Inc., 5720 South Arville Street,
Suite 114, Las Vegas,  Nevada  89118,  with a courtesy copy to:  Christopher  R.
Grobl, Esq., Silver State Legal, 4625 West Nevso Drive, Las Vegas, Nevada 89103.
Address for Affiliate shall be as follows: ___________________________________.

25.      ATTORNEYS' FEES AND COSTS.  If any legal action or any other proceeding
is brought for the enforcement of this  Agreement,  or if a dispute arises under
this Agreement,  the successful or prevailing party shall be entitled to recover
reasonable   attorneys'  fees  and  other  costs  incurred  in  that  action  or
proceeding, in addition to any other relief to which it may be entitled.

26.      SEVERABILITY.  If  for any  reason  whatsoever,  any one or more of the
provisions of this Agreement shall be held or deemed to be illegal, inoperative,
unenforceable or invalid as applied to any particular case or in all cases, such
circumstances  shall not have the effect of rendering such  provisions  illegal,
inoperative,  unenforceable  or invalid in any other  case or of  rendering  any
other  provisions  of this  Agreement  illegal,  inoperative,  unenforceable  or
invalid.


CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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<PAGE>


27.      CAPTIONS.  The  captions  contained  herein  are  not  a  part of  this
Agreement.  They are only for the  convenience  of the parties and do not in any
way  modify,  amplify  or give full  notice of any of the  terms,  covenants  or
conditions of this Agreement.

28.      CONSTRUCTION.  For purposes of  this  Agreement,  the  language  of the
contract  shall be deemed to be the language of both  parties and neither  party
shall be construed as the drafter.

29.      COUNTERPARTS/EXECUTION.    This   Agreement   may   be    executed   in
counterparts.  All facsimile  signatures hereon shall be deemed original for all
purposes.





         IN WITNESS WHEREOF,  the  parties hereto  acknowledge  their acceptance
to the express terms and conditions  contained  in  this  Agreement  by affixing
their respective signatures below the date first above written.

         CRYSTALIX USA GROUP, INC.                   ________________________
                  ("CUSA")                                ("AFFILIATE")



         -----------------------                     ------------------------
         By:                                         By:
         Its:                                        Its:









CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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<PAGE>



                                    EXHIBIT 1
               LIST OF EQUIPMENT INCLUDED WITH LASERMARK II SYSTEM


         One LaserMark II Unit
         One 3-D Scanner/Camera
         One complete Computer Workstation
         One TV with infomercial on loop











CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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<PAGE>


                                    EXHIBIT 2
   PRODUCT AND PRICE LIST FOR LIGHT BASES, COLLECTION IMAGES AND RELATED ITEMS





SUGGESTED RETAIL PRICES GUIDELINES AND CRYSTAL CUBE SIZES (in inches)
---------------------------------------------------------

o        2 x 2 x 3             (1 portrait)            $69.95
o        2.4 x 2.4 x 2.4       (1 portrait)            $79.95
o        3.2 x 3.2 x 3.2       (2 portraits)          $159.95
o        2.25 x 3.25 x 4.75    (2 portraits)          $199.00
o        Each additional portrait                      $59.95
o        Text Added                                    $19.95


LESSEE'S RIGHTS TO SELL SIDE-PRODUCTS.

         A.  All light bases and accessory products provided by CUSA to Lessee
at wholesale prices, are exempt of all royalty fees and Lessee agrees to sell
these products taking into account the suggested retail prices guidelines
described below.

         B.  CUSA agree that Lessee shall be charged the same prices as other
Lessees.

The following wholesale prices do not include shipping costs and require a 48
piece minimum order.
     Classic Mirrored light base 4" (gray or black) with 5 shades of changing
     colored light
                  Wholesale to Lessee:                 $16.00
                  Suggested retail:                    $39.95

     Rotating Mirrored light base 3.5" LED (gray or black) Multi colored diodes
                  Wholesale to Lessee:                 $19.00
                  Suggested Retail:                    $69.95












CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com                    021104

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