EXHIBIT 10.4

              SUB-LEASE AGREEMENT, DATED DECEMBER 13, 2001, AMONG
             ARVILLE & RUSSELL, LLC, WESTERN WINDOW & DOOR COMPANY
                AND CRYSTALIX USA GROUP, AND AMENDEMENT THERETO





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                                STANDARD SUBLEASE
                                  MULTI-TENANT

1.       BASIC PROVISIONS ("BASIC PROVISIONS").
         1.1      PARTIES:  This  Sublease  ("Sublease"),  dated  for  reference
purposes only DECEMBER 13, 2001,  is made by and between  WESTERN  WINDOW & DOOR
CORPORATION  ("Sublessor") and CRYSTALIX USA GROUP ("Sublessee"),  (collectively
the "PARTIES", or individually a "PARTY".
         1.2(a)   PREMISES:  That  certain  portion  of  the Project (as defined
below), known as RUSSELL COMMERCE CENTER consisting of approximately 1680 square
feet ("Premises"). The Premises are located at: 5720 S. ARVILLE ST. #116, in the
City of LAS  VEGAS,  County  of  CLARK,  State of NV,  with zip code  89118.  In
addition  to  Lessee's  rights to use and occupy  the  Premises  as  hereinafter
specified, Lessee shall have nonexclusive rights to the Common Areas (as defined
below) as hereinafter specified,  but shall not have any rights to the roof, the
exterior walls, or the utility raceways of the building  containing the Premises
("Building")  or to any  other  buildings  in the  Project.  The  Premises,  the
Building, the Common Areas, the land upon which they are located, along with all
other buildings and improvements thereon, are herein collectively referred to as
the "Project."
         1.2(b)   PARKING: 5 unreserved and 0 reserved vehicle parking spaces.
         1.3      TERM:  4  years  and  1  months  commencing  JANUARY  1,  2002
("Commencement Date") and ending JANUARY 31, 2006 ("Expiration Date").
         1.4      EARLY POSSESSION: DECEMBER 21, 2001 ("Early Possession Date").
         1.5      BASE  RENT:  $1304.88  per month ("Base Rent"), payable on the
1ST day of each month commencing JANUARY 1, 2002.
[X] If this box is checked, there are provisions in this Lease for the Base Rent
to be adjusted.
         1.6      LESSEE'S  SHARE  OF  OPERATING EXPENSES: 235.20 percent (3.8%)
("Lessee's Share").
         1.7      BASE RENT AND OTHER MONIES PAID UPON EXECUTION:
                  (a)      BASE  RENT: $1540.00 for the period 1540.-- ARMIN VAN
                           DAM 12-21-2001
                  (b)      SECURITY DEPOSIT: $1540.00 ("Security Deposit").
                  (c)      OTHER: $0     for _________-.
                  (d)      TOTAL DUE UPON EXECUTION OF THIS LEASE: $3080.00
         1.8      AGREED USE: OFFICE AND WAREHOUSE FOR STORAGE OF RETAIL RELATED
CRYSTAL AND LASER GOODS.
         1.9      REAL ESTATE BROKERS:
                  (a)     REPRESENTATION: The following real estate brokers (the
"Brokers")  and  brokerage   relationships  exist  in  this  transaction  (check
applicable boxes):
[X] COLDWELL  BANKER COMMERCIAL  ETN represents Sublessor exclusively ("Lessor's
Broker");
[ ]  __________________ represents Sublessee exclusively ("Lessee's Broker"); or

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[ ] ______________ represents both Sublessor and Sublessee ("Dual Agency").
                  (b)    PAYMENT TO BROKERS: Upon execution and delivery of this
Sublease by both Parties,  Sublessor  shall pay to the Brokers the brokerage fee
agreed to in a separate written agreement (or if there is no such agreement, the
sum of 4745.75 or 6% of the total Base Rent for the brokerage  services rendered
by the Brokers).
         1.10    GUARANTOR. The obligations of the Sublessee under this Sublease
shall be guaranteed by ____________________ ("Guarantor").
         1.11     ATTACHMENTS.  Attached  hereto are the following, all of which
constitute a part of this Sublease:
[ ] an Addendum consisting of Paragraphs ________ through _______;
[ ] a plot plan depicting the Premises and/or Project;
[ ] a current set of the Rules and Regulations;
[ ] a Work Letter;
[ ] a copy of the Master Lease;
[ ] other (specify): ___________________________________________________________

2.       PREMISES.
         2.1      LETTING.  Sublessor  hereby   subleases   to   Sublessee,  and
Sublessee  hereby subleases from Sublessor,  the Premises,  for the term, at the
rental,  and upon all of the terms,  covenants and  conditions set forth in this
Sublease.  Unless otherwise  provided herein, any statement of size set forth in
this  Sublease,  or  that  may  have  been  used  in  calculating  Rent,  is  an
approximation  which the Parties  agree is  reasonable  and any  payments  based
thereon are not  subject to  revision  whether or not the actual size is more or
less.  Note:  Sublessee  is advised to verify the actual size prior to executing
this Sublease.
         2.2      CONDITION.  Sublessor  shall deliver the Premises to Sublessee
broom clean and free of debris on the Commencement  Date or the Early Possession
Date,  whichever  first occurs  ("START  DATE"),  and warrants that the existing
electrical,  plumbing, fire sprinkler,  lighting,  heating,  ventilating and air
conditioning  systems  ("HVAC"),  and any items which the Lessor is obligated to
construct  pursuant to the Work Letter attached hereto, if any, other than those
constructed by Lessee,  shall be in good operating  condition on said date. If a
noncompliance  with such warranty exists as of the Start Date, or if one of such
systems or elements should  malfunction or fail within the appropriate  warranty
period,  Sublessor  shall,  as Sublessor's  sole obligation with respect to such
matter, except as otherwise provided in this Sublease, promptly after receipt of
written  notice from  Sublessee  setting forth with  specificity  the nature and
extent  of  such  noncompliance,   malfunction  or  failure,   rectify  same  at
Sublessor's  expense.  The warranty periods shall be as follows: (i) 6 months as
to the HVAC  systems,  and (ii) 30 days as to the  remaining  systems  and other
elements.  If Sublessee does not give  Sublessor the required  notice within the
appropriate warranty period,  correction of any such noncompliance,  malfunction
or failure  shall be the  obligation of Sublessee at  Sublessee's  sole cost and
expense.
         2.3      COMPLIANCE.  Sublessor   warrants   that   any   improvements,
alterations  or  utility  installations  made or  installed  by or on  behalf of
Sublessor  to or on  the  Premises  comply  with  all  applicable  covenants  or
restrictions of record and applicable building codes, regulations and ordinances
("APPLICABLE  REQUIREMENTS")  in  effect  on the date  that  they  were  made or
installed. Sublessor makes no warranty as to the use to which Sublessee will put
the Premises or to  modifications  which may be required by the  Americans  with
Disabilities  Act or any  similar  laws as a result of  Sublessee's  use.  NOTE:
SUBLESSEE IS  RESPONSIBLE  FOR  DETERMINING  WHETHER OR NOT THE ZONING AND OTHER
APPLICABLE  REQUIREMENTS  ARE  APPROPRIATE  FOR  SUBLESSEE'S  INTENDED  USE, AND
ACKNOWLEDGES  THAT PAST USES OF THE  PREMISES  MAY NO LONGER BE ALLOWED.  If the
Premises do not comply with said warranty,  Sublessor shall, except as otherwise
provided,  promptly after receipt of written notice from Sublessee setting forth
with specificity the nature and extent of such noncompliance, rectify the same.
         2.4      ACKNOWLEDGEMENTS.  Sublessee  acknowledges  that:  (a) it  has
been advised by Sublessor  and/or  Brokers to satisfy itself with respect to the
condition of the Premises (including but not limited to the electrical, HVAC and
fire sprinkler systems,  security,  environmental  aspects,  and compliance with
Applicable  Requirements  and the Americans  with  Disabilities  Act), and their
suitability  for   Sublessee's   intended  use,  (b)  Sublessee  has  made  such
investigation  as it deems  necessary with reference to such matters and assumes
all responsibility therefor as the same relate to its occupancy of the Premises,
and (c) neither Sublessor, Sublessor's agents, nor Brokers have made any oral or
written representations or warranties with respect to said matters other than as
set forth in this  Sublease.  In  addition,  Sublessor  acknowledges  that:  (i)
Brokers  have  made  no  representations,   promises  or  warranties  concerning
Sublessee's ability to honor the Sublease or suitability to occupy the Premises,
and (ii) it is Sublessor's  sole  responsibility  to  investigate  the financial
capability and/or suitability of all proposed tenants.
         2.5      AMERICANS WITH DISABILITIES ACT. In the event that as a result
of  Sublessee's  use,  or intended  use,  of the  Premises  the  Americans  with
Disabilities  Act or any similar law requires  modifications or the construction
or installation of improvements in or to the Premises,  Building, Project and/or
Common  Areas,  the  Parties  agree  that such  modifications,  construction  or
improvements shall be made at: [ ] Sublessor's expense [X] Sublessee's expense.
         2.6      VEHICLE PARKING. Sublessee shall be entitled to use the number
of Unreserved  Parking Spaces and Reserved Parking Spaces specified in Paragraph
1.2(b) on those  portions of the Common Areas  designated  from time to time for
parking.  Sublessee  shall not use more parking  spaces that said  number.  Said
parking  spaces  shall be used for parking by  vehicles no larger than  fullsize
passenger automobiles or pickup trucks, herein called "PERMITTED SIZE VEHICLES."
Sublessor may regulate the loading and  unloading of vehicles by adopting  Rules
and  Regulations  as provided in Paragraph 2.9. No vehicles other than Permitted
Size  Vehicles  may be parked  in the  Common  Area  without  the prior  written
permission of Sublessor.

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         (a)     Sublessee shall not permit or allow any vehicles that belong to
or are controlled by Sublessee or Sublessee's  employees,  suppliers,  shippers,
customers,  contractors,  or invitees to be loaded, unloaded, or parked in areas
other than those designated by Sublessor for such activities.
         (b)      Sublessee  shall  not  service  or  store  any vehicles in the
Common Areas.
         (c)     If Sublessee permits or allows any of the prohibited activities
described in this Paragraph 2.6, then  Sublessor  shall have the right,  without
notice,  in  addition to such other  rights and  remedies  that it may have,  to
remove or tow away the vehicle involved and charge the cost to Sublessee,  which
cost shall be immediately payable upon demand by Sublessor.
         2.7      COMMON AREAS - DEFINITION.  The term "COMMON AREAS" is defined
as all areas and  facilities  outside  the  Premises  and  within  the  exterior
boundary  line of the Project and interior  utility  raceways and  installations
within the Premises that are provided and  designated by the Sublessor from time
to time for the  general  nonexclusive  use of  Sublessor,  Sublessee  and other
tenants of the  Project and their  respective  employees,  suppliers,  shippers,
customers,  contractors  and  invitees,  including  parking  areas,  loading and
unloading  areas,  trash areas,  roadways,  walkways,  driveways and  landscaped
areas.
         2.8      COMMON  AREAS - SUBLESSEE'S  RIGHTS.  Sublessor   grants    to
Sublessee, for the benefit of Sublessee and its employees,  suppliers, shippers,
contractors,  customers  and  invitees,  during the term of this  Sublease,  the
nonexclusive  right to use,  in common with  others  entitled  to such use,  the
Common Areas as they exist from time to time, subject to any rights, powers, and
privileges  reserved by  Sublessor  under the terms hereof or under the terms of
any rules and  regulations  or  restrictions  governing  the use of the Project.
Under no circumstances shall the right herein granted to use the Common Areas be
deemed to include the right to store any property,  temporarily or  permanently,
in the Common  Areas.  Any such  storage  shall be  permitted  only by the prior
written consent of Sublessor or Sublessor's  designated agent, which consent may
be revoked at any time. In the event that any  unauthorized  storage shall occur
then Sublessor shall have the right,  without notice,  in addition to such other
rights and remedies that it may have, to remove the property and charge the cost
to Sublessee, which cost shall be immediately payable upon demand by Sublessor.
         2.9      COMMON AREAS - RULES AND REGULATIONS.  Sublessor or such other
person(s)  as  Sublessor  may  appoint  shall  have the  exclusive  control  and
management  of the Common Areas and shall have the right,  from time to time, to
establish,  modify,  amend and enforce reasonable rules and regulations  ("RULES
AND  REGULATIONS")  for the  management,  safety,  care, and  cleanliness of the
grounds,  the parking and  unloading  of vehicles and the  preservation  of good
order,  as well as for the  convenience  of other  occupants  or  tenants of the
Building and the Project and their  invitees.  Sublessee  agrees to abide by and
conform  to all  such  Rules  and  Regulations,  and  to  cause  its  employees,
suppliers,  shippers,  customers,  contractors  and  invitees  to so  abide  and
conform.  Sublessor shall not be responsible to Sublessee for the  noncompliance
with said Rules and Regulations by other tenants of the Project.
         2.10     COMMON  AREAS - CHANGES.  Sublessor  shall have  the right, in
Sublessor's sole discretion, from time to time:
                  (a)      To  make  changes  to  the  Common  Areas, including,
without  limitation,  changes  in  the  location,  size,  shape  and  number  of
driveways,  entrances,  parking  spaces,  parking  areas,  loading and unloading
areas,  ingress,  egress,  direction of traffic,  landscaped areas, walkways and
utility raceways;
                  (b)      To  close  temporarily  any  of  the Common Areas for
maintenance  purposes  so long as  reasonable  access  to the  Premises  remains
available;
                  (c)      To  add  additional buildings and improvements to the
Common Areas;
                  (d)      To  use  the  Common  Areas  while  engaged in making
additional  improvements, repairs  or alterations to the Project, or any portion
thereof; and
                  (e)      To do and perform such other acts and make such other
changes in, to or with respect to the Common Areas and Project as Sublessor may,
in the exercise of sound business judgment, deem to be appropriate.

3.       POSSESSION.
         3.1      EARLY  POSSESSION.  If Sublessee totally or partially occupies
the Premises  prior to the  Commencement  Date,  the obligation to pay Base Rent
shall be abated for the period of such early possession. All other terms of this
Sublease  (including but not limited to the obligations to pay Sublessee's Share
of Common Area Operating  Expenses,  Real Property Taxes and Insurance  premiums
and to maintain the Premises) shall,  however,  be in effect during such period.
Any such early possession shall not affect the Expiration Date.
         3.2      DELAY  IN  COMMENCEMENT.  Sublessor  agrees  to  use  its best
commercially  reasonable  efforts to deliver  possession  of the Premises by the
Commencement  Date.  If,  despite said  efforts,  Sublessor is unable to deliver
possession  as agreed,  the rights and  obligations  of Sublessor  and Sublessee
shall be as set forth in  Paragraph  3.3 of the  Master  Lease (as  modified  by
Paragraph 7.3 of this Sublease).
         3.4      SUBLESSEE  COMPLIANCE.  Sublessor  shall  not  be  required to
tender possession of the Premises to Sublessee until Sublessee complies with its
obligation to provide evidence of insurance.  Pending delivery of such evidence,
Sublessee  shall be  required  to  perform  all of its  obligations  under  this
Sublease  from  and  after  the  Start  Date,  including  the  payment  of Rent,
notwithstanding  Sublessor's  election to withhold possession pending receipt of
such  evidence of  insurance.  Further,  if Sublessee is required to perform any
other  conditions  prior to or  concurrent  with the Start Date,  the Start Date
shall occur but Sublessor may elect to withhold possession until such conditions
are satisfied.

4.       RENT AND OTHER CHARGES.
         4.1      RENT  DEFINED.  All  monetary  obligations  of  Sublessee   to
Sublessor under the terms of this Sublease (except for the Security Deposit) are
deemed to be rent ("RENT").  Rent shall be payable in lawful money of the United
States to Sublessor at the address  stated herein or to such other persons or at
such other places as Sublessor may designate in writing.
         4.2      COMMON AREA OPERATING EXPENSES.  Sublessee shall pay to during
the term hereof,  in addition to the Base Rent,  Sublessee's Share of all Common
Area Operating Expenses,  as hereinafter  defined,  during each calendar year of
the term of this Sublease, in accordance with the following provisions:
                  (a)      "COMMON  AREA  OPERATING  EXPENSES" are  defined, for
purposes of this Sublease,  as all costs  incurred by Sublessor  relating to the
operation of the Project, including, but not limited to, the following:

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                           (i)      The  operation,  repair  and maintenance, in
neat, clean, good order and condition, but not the replacement (see subparagraph
(e)), of the following:
                                    (aa)    The  Common  Areas  and  Common Area
improvements, including parking areas, loading and unloading areas, trash areas,
roadways, parkways, walkways,  driveways,  landscaped areas, bumpers, irrigation
systems, Common Area lighting facilities,  fences and gates,  elevators,  roofs,
and roof drainage systems.
                                    (bb)    Exterior   signs   and  any   tenant
directories.
                                    (cc)    Any fire sprinkler systems.
                           (ii)     The  cost  of  water, gas,  electricity  and
telephone to service the Common Areas and any utilities not separately metered.
                           (iii)    Trash   disposal,  pest  control   services,
property  management,  security  services,  and the  costs of any  environmental
inspections.
                           (iv)    Reserves set aside for maintenance and repair
of Common Areas.
                           (v)      Real Property Taxes.
                           (vi)     Insurance premiums.
                           (vii)    Any  deductible  portion  of an insured loss
concerning the Building or the Common Areas.
                  (b)      The  inclusion  of  the  improvements, facilities and
services  set  forth in  Subparagraph  4.2(a)  shall  not be deemed to impose an
obligation  upon Sublessor to either have said  improvements or facilities or to
provide those  services  unless  Sublessor  already  provides the  services,  or
Sublessor  has agreed  elsewhere in this Sublease to provide the same or some of
them.
                  (c)      Sublessee's  Share  of Common Area Operating Expenses
shall be  payable  by  Sublessee  within  10 days  after a  reasonably  detailed
statement of actual expenses in presented to Sublessee.  At Sublessor's  option,
however,  an  amount  may be  estimated  by  Sublessor  from  time  to  time  of
Sublessee's Share of annual Common Area Operating Expenses and the same shall be
payable monthly or quarterly, as Sublessor shall designate, during each 12 month
period of the Sublease  term, on the same day as the Base Rent is due hereunder.
Sublessor shall deliver to Sublessee within 60 days after the expiration of each
calendar year a reasonably  detailed statement showing  Sublessee's Share of the
actual Common Area Operating  Expenses  incurred  during the preceding  year. If
Sublessee's  payments  under this  Paragraph  4.2(c) during the  preceding  year
exceed Sublessee's Share as indicated on such statement,  Sublessor shall credit
the  amount  of such  overpayment  against  Sublessee's  Share  of  Common  Area
Operating  Expenses  next  becoming  due.  If  Sublessee's  payment  under  this
Paragraph 4.2(c) during the preceding year were less than  Sublessee's  Share as
indicated on such statement,  Sublessee shall pay to Sublessor the amount of the
deficiency  within 10 days after  delivery  by  Sublessor  to  Sublessee  of the
statement.
         4.3      UTILITIES.  Sublessee  shall  pay  for  all  water, gas, heat,
light,  power,  telephone,  trash  disposal  and other  utilities  and  services
supplied to the Premises,  together with any taxes thereon.  Notwithstanding the
provisions  of  Paragraph  4.2,  if at any time in  Sublessor's  sole  judgment,
Sublessor determines that Sublessee is using a disproportionate amount of water,
electricity or other commonly metered utilities, or that Sublessee is generating
such a large  volume  of  trash as to  require  an  increase  in the size of the
dumpster  and/or an increase in the number of times per month that the  dumpster
is emptied, then Sublessor may increase Sublessee's Base Rent by an amount equal
to such increased costs.

5.       SECURITY DEPOSIT. The rights and obligations of Sublessor and Sublessee
as to said  Security  Deposit shall be as set forth in Paragraph 5 of the Master
Lease (as modified by Paragraph 7.3 of this Sublease).

6.       AGREED USE. The Premises shall be used and occupied only for OFFICE AND
WAREHOUSE FOR STORAGE OF RETAIL RELATED CRYSTAL AND LASER GOODS and for no other
purpose.

7.       MASTER LEASE.
         7.1      Sublessor  is the lessee of the Premises by virtue of a lease,
hereinafter  the  "Master  Lease",  wherin  RUSSELL  ARVILLE  LLC is the lessor,
hereinafter the "Master Lessor".
         7.2      This  Sublease  is  and  shall  be  at  all  times subject and
subordinate to the Master Lease.
         7.3      The terms,  conditions and respective obligations of Sublessor
and  Sublessee  to each  other  under  this  Sublease  shall  be the  terms  and
conditions  of the Master Lease except for those  provisions of the Master Lease
which are  directly  contradicted  by this  Sublease in which event the terms of
this Sublease document shall control over the Master Lease.  Therefore,  for the
purposes of this  Sublease,  wherever in the Master  Lease the word  "Lessor" is
used it shall be deemed to mean the Sublessor  herein and wherever in the Master
Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein.
         7.4     During the term of this Sublease and for all periods subsequent
for  obligations  which have arisen prior to the  termination  of this Sublease,
Sublessee does hereby expressly assume and agree to perform and comply with, for
the  benefit  of  Sublessor  and Master  Lessor,  each and every  obligation  of
Sublessor under the Master Lease except for the following  paragraphs  which are
excluded therefrom: N/A .
         7.5      The  obligations that Sublesee has assumed under paragraph 7.4
hereof are hereinafter referred to as the "SUBLESSEE'S ASSUMED OBLIGATIONS". The
obligations  that  sublessee  has not  assumed  under  paragraph  7.4 hereof are
hereinafter referred to as the "SUBLESSOR'S REMAINING OBLIGATIONS".
         7.6      Sublessee  shall  hold  Sublessor free  and  harmless from all
liability,  judgments,  costs, damages, claims or demands,  including reasonable
attorneys  fees,  arising out of  Sublessee's  failure to comply with or perform
Sublessee's Assumed Obligations.

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         7.7     Sublessor agrees to maintain the Master Lease during the entire
term of this  Sublease,  subject,  however,  to any earlier  termination  of the
Master Lease without the fault of the  Sublessor,  and to comply with or perform
Sublessor's  Remaining  Obligations and to hold Sublessee free and harmless from
all  liability,  judgments,  costs,  damages,  claims or demands  arising out of
Sublessor's failure to comply with or perform Sublessor's Remaining Obligations.
         7.8      Sublessor  represents to Sublessee that the Master Lease is in
full force and effect and that no default exists on the part of any Party to the
Master Lease.

8.       ASSIGNMENT OF SUBLEASE AND DEFAULT.
         8.1      Sublessor  hereby  assigns and  transfers to Master Lessor the
Sublessor's  interest in this  Sublease,  subject  however to the  provisions of
Paragraph 8.2 hereof.
         8.2      Master Lessor, by executing this document, agrees that until a
Default shall occur in the  performance  of  Sublessor's  Obligations  under the
Master Lease,  that  Sublessor may receive,  collect and enjoy the Rent accruing
under this Sublease.  However,  if Sublessor shall Default in the performance of
its obligations to Master Lessor then Master Lessor may, at its option,  receive
and collect,  directly from Sublessee,  all Rent owing and to be owed under this
Sublease.  Master Lessor shall not, by reason of this assignment of the Sublease
nor by reason of the collection of the Rent from the Sublessee, be deemed liable
to  Sublessee  for any  failure  of the  Sublessor  to perform  and comply  with
Sublessor's Remaining Obligations.
         8.3      Sublessor  hereby irrevocably authorizes and directs Sublessee
upon recept of any written  notice from the Master Lessor stating that a Default
exists in the performance of Sublessor's  obligations under the Master Lease, to
pay the  Master  Lessor  the Rent due and to  become  due  under  the  Sublease.
Sublessor  agrees that the Sublessee  shall have the right to rely upon any such
statement and request from Master Lesor,  and that Sublessee shall pay such Rent
to Master Lessor  without any  obligation or right to inquire as to whether such
Default  exists and  notwithstanding  any notice from or claim from Sublessor to
the contrary and Seblessor  shall have no right or claim  against  Sublessee for
any such Rent so paid by Sublessee.
         8.4      No  changes  or  modifications  shall be made to this Sublease
without the consent of Master Lessor.

9.       CONSENT OF MASTER LESSOR.
         9.1      In  the  event  that  the Master Lease requires that Sublessor
obtain the consent of Master Lessor to any  subletting by Sublessor  then,  this
Sublease  shall not be  effective  unless,  within  10 days of the date  hereof,
Master Lessor signs this Sublease thereby giving its consent to this Subletting.
         9.2      In  the event that the obligations of the Sublessor under  the
Master Lease have been  guaranteed by third parties then neither this  Sublease,
nor the Master Lessor's consent,  shall be effective  unless,  within 10 days of
the date hereof, said guarantors sigh this Sublease thereby giving their consent
to this Sublease.
         9.3      In the event that Master Lessor does give such consent then:
                  (a)      Such  consent  shall  not  release  Sublessor  of its
obligations  or alter the primary  liability  of  Sublessor  to pay the Rent and
perform and comply with all of the  obligations  of  Sublessor  to be  performed
under the Master Lease.
                  (b)     The acceptance of Rent by Master Lessor from Sublessee
or any one else  liable  under the Master  Lease shall not be deemed a waiver by
Master Lessor of any provisions of the Master Lease.
                  (c)      The  consent to this  Sublease shall not constitute a
consent to any subsequent subletting or assignment.
                  (d)      In  the  event of  any Default of Sublessor under the
Master  Lease,  Master  Lessor  may  proceed  directly  against  Sublessor,  any
guarantors  or any one else  liable  under  the  Master  Lease or this  Sublease
without first  exhausting  Master Lessor's  remedies against any other person or
entity liable thereon to Master Lessor.
                  (e)      Master  Lessor  may consent to subsequent sublettings
and  assignments  of the Master  Lease or this  Sublease  or any  amendments  or
modifications  thereto without notifying  Sublessor or any one else liable under
the Master Lease and without  obtaining  their consent and such action shall not
relieve such persons from liability.
                  (f)      In  the  event  that  Sublessor  shall Default in its
obligations  under the  Master  Lease,  then  Master  Lessor,  at its option and
without  being  obligated  to do so, may require  Sublessee  to attorn to Master
Lessor in which event Master Lessor shall undertake the obligations of Sublessor
under this Sublease from the time of the exercise of said option to  termination
of this  Sublease but Master Lessor shall not be liable for any prepaid Rent nor
any Security  Deposit paid by  Sublessee,  nor shall Master Lessor be liable for
any other Defaults of the Sublessor under the Sublease.
         9.4      The  signatures  of  the  Master  Lessor and any Guarantors of
Sublessor at the end of this  document  shall  constitute  their  consent to the
terms of this Sublease.
         9.5     Master Lessor acknowledges that, to the best of Master Lessor's
knowledge,  no Default presently exists under the Master Lease of obligations to
be performed by Sublessor and that the Master Lease is in full force and effect.
         9.6      In  the event that Sublessor Defaults under its obligations to
be  performed  under the Master  Lease by  Sublessor,  Master  Lessor  agrees to
deliver to Sublessee a copy of any such notice of default.  Sublessee shall have
the right to cure any Default of  Sublessor  described  in any notice of default
within ten days after  service of such notice of default on  Sublessee.  If such
Default  is  cured  by  Sublessee  then  Sublessee   shall  have  the  right  of
reimbursement and offset from and against Sublessor.

10.      ADDITIONAL BROKERS COMMISSIONS.
         10.1     Sublessor  agrees  that if  Sublessee exercises  any option or
right of first  refusal as granted by Sublessor  herein,  or any option or right
substantially  similar thereto,  either to extend the term of this Sublease,  to
renew this Sublease,  to purchase the Premises, or to lease or purchase adjacent
property  which  Sublessor may own or in which  Sublessor has an interest,  then
Sublessor shall pay to Broker a fee in accordance with the schedule of Broker in
effect  at the  time of the  execution  of this  Sublease.  Notwithstanding  the
foregoing,   Sublessor's  obligation  under  this  Paragraph  is  limited  to  a
transaction in which Sublessor is acting as a Sublessor, lessor or seller.
         10.2     Master  Lessor  agrees  that if  Sublessee shall  exercise any
option or right of first  refusal  granted  to  Sublessee  by  Master  Lessor in
connection  with this  Sublease,  or any option or right  substantially  similar
thereto, either to extend or renew the Master Lease, to purchase

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the  Premises or any part  thereof,  or to lease or purchase  adjacent  property
which  Master  Lessor may own or in which Master  Lessor has an Interest,  or if
Broker is the  procuring  cause of any other lease or sale  entered into between
Sublessee and Master Lessor pertaining to the Premises, any part thereof, or any
adjacent property which Master Lessor owns or in which it has an interest,  then
as to any of said  transactions,  Master  Lessor  shall pay to Broker a fee,  in
cash,  in  accordance  with the  schedule of Broker in effect at the time of the
execution of this Sublease.
         10.3     Any fee due from Sublessor or Master Lessor hereunder shall be
due and payable  upon the  exercise  of any option to extend or renew,  upon the
execution  of any new  lease,  or, in the event of a  purchase,  at the close of
escrow.
         10.4     Any transferee of Sublessor's Interest in this Sublease, or of
Master  Lessor's  interest  in the Master  Lease,  by  accepting  an  assignment
thereof, shall be deemed to have assumed the respective obligations of Sublessor
or  Master  Lessor  under  this  Paragraph  10.  Broker  shall be deemed to be a
third-party beneficiary of this paragraph 10.

11.      REPRESENTATIONS  AND  INDEMNITIES OF BROKER RELATIONSHIPS.  The Parties
each  represent  and warrant to the other that it has had no  dealings  with any
person,  firm,  broker or finder (other than the Brokers,  if any) in connection
with this Sublease, and that no one other than said named Brokers is entitled to
any commission or finder's fee in connection  herewith.  Sublessee and Sublessor
do each hereby agree to indemnify,  protect,  defend and hold the other harmless
from and against  liability for  compensation or charges which may be claimed by
any such unnamed broker, finder or other similar party by reason of any dealings
or actions of the indemnifying Party, including any costs, expenses,  attorneys'
fees reasonably incurred with respect thereto.

12.      ATTORNEY'S FEES.  If any Party or Broker brings an action or proceeding
involving  the  Premises  whether  founded in tort,  contract  or equity,  or to
declare rights  hereunder,  the Prevailing  Party (as hereafter  defined) in any
such  proceeding,  action,  or appeal  thereon,  shall be entitled to reasonable
attorneys'  fees.  Such fees may be awarded in the same suit or  recovered  in a
separate  suit,  whether or not such action or proceeding is pursued to decision
or judgment. The term, "PREVAILING PARTY" shall include,  without limitation,  a
Party or Broker who  substantially  obtains or defeats the relief sought, as the
case may be, whether by compromise,  settlement, judgment, or the abandonment by
the other Party or Broker of its claim or  defense.  The  attorneys'  fees award
shall not be computed in accordance  with any court fee  schedule,  but shall be
such as to fully reimburse all attorneys' fees reasonably incurred. In addition,
Sublessor shall be entitled to attorneys' fees,  costs and expenses  incurred in
the  preparation  and  service  of  notices  of  Default  and  consultations  in
connection therewith, whether or not a legal action is subsequently commenced in
connection with such Default or resulting  Breach ($200 is a reasonable  minimum
per occurrence for such services and consultation).

13.      NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER. This Sublease contains
all agreements  between the Parties with respect to any matter mentioned herein,
and no other  prior  or  contemporaneous  agreement  or  understanding  shall be
effective.  Sublessor and Sublessee each  represents and warrants to the Brokers
that it has made, and is relying solely upon,  its own  investigation  as to the
nature,  quality,  character and financial  responsibility of the other Party to
this Sublease and as to the use, nature,  quality and character of the Premises.
Brokers  have no  responsibility  with  respect  thereto or with  respect to any
default or breach hereof by either Party.  The liability  (including court costs
and  attorneys'  fees),  of any Broker with respect to  negotiation,  execution,
delivery or performance by either  Sublessor or Sublessee under this Sublease or
any amendment or modification hereto shall be limited to an amount up to the fee
received by such Broker pursuant to this Sublease;  provided,  however, that the
foregoing  limitation on each Broker's  liability shall not be applicable to any
gross negligence or willful misconduct or such Broker.

ATTENTION:   NO  REPRESENTATION  OR  RECOMMENDATION  IS  MADE  BY  THE  AMERICAN
INDUSTRIAL REAL ESTATE  ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL
SUFFICIENCY,  LEGAL  EFFECT,  OR  TAX  CONSEQUENCES  OF  THIS  SUBLEASE  OR  THE
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1.       SEEK ADVISE OF COUNSEL AS TO THE LEGAL  AND TAX  CONSEQUENCES  OF  THIS
SUBLEASE.

2.       RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE  CONDITION
OF THE PREMISES.  SAID  INVESTIGATION  SHOULD INCLUDE BUT NOT BE LIMITED TO: THE
POSSIBLE  PRESENCE OF  HAZARDOUS  SUBSTANCES,  THE ZONING OF THE  PROPERTY,  THE
STRUCTURAL  INTEGRITY,  THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE
SUITABILITY OF THE PREMISES FOR SUBLESSEE'S INTENDED USE.

WARNING:  IF THE SUBJECT  PROPERTY IS LOCATED IN A STATE OTHER THAN  CALIFORNIA,
CERTAIN  PROVISIONS  OF THE  SUBLEASE  MAY NEED TO BE REVISED TO COMPLY WITH THE
LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.



Executed at: ______________________    Executed at:   COLDWELL BANKER LAS VEGAS
                                                   ----------------------------
on: _____________________________      on:    12-21-2001
                                          -------------------------------------

By SUBLESSOR:                          By SUBLESSEE:

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---------------------------------      -------------------------------------
---------------------------------      -------------------------------------

By: _____________________________      By:__________________________________
Name Printed: ___________________      Name Printed: _______________________
Title: __________________________      Title: ______________________________

By: _____________________________      By:__________________________________
Name Printed: ___________________      Name Printed: _______________________
Title: __________________________      Title: ______________________________
Address: ________________________      Address: ____________________________
_________________________________      _____________________________________
Telephone/Facsimile: ____________      Telephone/Facsimile: ________________
Federal ID No. __________________      Federal ID No. ______________________

BROKER:                                BROKER:

---------------------------------      -------------------------------------
---------------------------------      -------------------------------------
Attn: ___________________________      Atten: ______________________________
Title: __________________________      Title: ______________________________
Address: ________________________      Address: ____________________________
_________________________________      _____________________________________
Telephone/Facsimile: ____________      Telephone/Facsimile: ________________
Federal ID No. __________________      Federal ID No. ______________________

Consent to the above Sublease is hereby given.

Executed at: ____________________      Executed at: ________________________
on: _____________________________      on: _________________________________

By MASTER LESSOR:                      By GUARANTOR(S):

_________________________________      By: _________________________________
_________________________________      Name Printed: _______________________
                                       Address: ____________________________
By: _____________________________      _____________________________________
Name Printed: ___________________
Title: __________________________


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NOTE:  These forms are often modified to meet changing  requirements  of law and
needs of the  industry.  Always write or call to make sure you are utilizing the
most current form: AMERICAN  INDUSTRIAL REAL ESTATE ASSOCIATION,  700 So. Flower
St., Suite 600, Los Angeles, CA 90017. (213) 687-8777.













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                         AMENDMENT TO SUBLEASE AGREEMENT

       Amendment to the Sublease dated the 13th of December, 2001 by and between
Arville & Russell, LLC., as "Landlord", Western Window & Door Corporation, as
"Sublessor" and Crystalix USA Group, as "Sublessee".

       Whereas, "Sublessee" entered into a Sublease Agreement with "Sublessor",
dated December 13, 2001, located at 5720 S. Arville St. #116, Las Vegas, NV
89118, consisting of approximately 1,680 square feet.

       NOW, THEREFORE, in consideration of the mutual benefits herein contained,
the parties hereto do hereby agree as follows:

                             Section 1.04. Property

    The Property shall now be suite #114, increasing the total square footage
      of the Tenant to 2,967 square feet consisting of 1,000 square feet of
                      office space and 1,967 square feet of
                                warehouse space.

                      Section 1.12. Rent and other Charges

    Base rent for suite 114 shall be Two Thousand Two Hundred Eighty Dollars
        and Twenty Cents ($2,280.20), and shall be increased based on the
    Commencement Date of the original lease at the rate of the CPI per annum.
    Other Periodic Payments: Tenant's Pro Rata share of Common Area Expenses
                  shall be 7% of total building square footage.

         All other terms, conditions and covenants of the original Lease
Agreement shall remain the same and in full force and effect.

         Dated this   19TH   day of March, 2002.

         SUBLESSOR:

By:    /s/ LONNIE CORDER                             Date:      3/19/02
     ------------------------------------                 ----------------------
         Lonnie Corder
It's:

         SUBLESSEE:

By:    /s/ ARMIN VAN DAMME                           Date:    3-14-02
    -------------------------------------                 ----------------------
         Armin Van Damme
It's

         LANDLORD
By:      /s/ RICK STRATTON                           Date:    3-22-02
    -------------------------------------                 ----------------------
         Rick Stratton
         Arville & Russell LLC