EXHIBIT 10.5

     LEASE AGREEMENT, DATED APRIL 5, 2001 BETWEEN SOUTH TECH HACIENDA, LLC
                           AND LAZER-TEK DESIGNS LTD.





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LAZER TECH DESIGNS, LTD            W3Y-TLO78          P.


                                  AMENDMENT #1

LEASE W3Y-TL078            DATED:  APRIL 5, 2001
Tenant:  Lazer Tech
Landlord:  South Tech Hacienda Business Park

APRIL 5, 2001

1.       Tenant has elected to lease Suite 140 which is adjacent to his current
         Suite 116.

         Landlord will novate the Tenant's Lease for Suite 116, WY-TL022 dated
         December 1, 1998 on June 1, 2001 concurrent with the effective rent
         start date of Lease W3Y-TL078, which consolidates Suite 116 and Suite
         140 into a single Lease.

2.       Tenant and Landlord agree to the above amendment.



TENANT:                                    LANDLORD:


   /s/ KENNETH W. WALTHER 04/05/02         /s/ B. J. POOLE    04/05/01
-----------------------------------        -------------------------------------
Ken Walther                                Angela Garrett

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

WY-TL078C



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LAZER TECH DESIGNS, LTD            W3Y-TLO78
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                                TABLE OF CONTENTS

1.0      LEASE MAKERS: ........................................................1
1.1      W I T N E S S E T H: .................................................1
2.0      TERM: ................................................................2
2.1      Square Footage: ......................................................2
2.2      Holdover: ............................................................2
3.0      DELIVERY OF POSSESSION: ..............................................2
4.0      POSSESSION AND SURRENDER OF LEASED PREMISES:..........................2
4.1      Continual Occupancy:..................................................3
4.1.1    Abandoned Property:...................................................3
5.0      RENT:.................................................................3
5.1      Minimum Rent:.........................................................3
5.4      OPTIONS TO RENEW:.....................................................4
5.8      Commencement Date:....................................................4
5.8.1    Rent Due in Advance:..................................................4
5.8.2    No Prior Notice:......................................................4
5.8.3    Late Charge:..........................................................4
5.9      Tenant Responsibility to Make Payments:...............................4
5.9.1    Abated Rent: .........................................................5
6.0      SECURITY DEPOSIT:.....................................................5
7.0      TENANT IMPROVEMENTS:..................................................5
7.1      Substantial Completion................................................5
7.2      Tenant Additional Improvements:.......................................5
7.2.1    Landlord's Right Regarding Tenant Improvements:.......................5
8.0      COMMON AREAS:.........................................................5
8.1      Common Area Defined:..................................................6
8.2      Common Area Control:..................................................6
8.3      Common Area Changes:..................................................6
8.4      Complex Operating Costs (COC):........................................6
8.4.1    Additional Rent:......................................................7
8.5      TAXES:................................................................7
8.5.1    Taxes Levied Defined:.................................................7
8.5.6    Other Taxes:..........................................................8
8.6      SERVICES AND UTILITIES:...............................................8
8.6.1    Tenant Responsibilities:..............................................8
8.6.2    Additional Parcels:...................................................9
8.6.3    Utilities:............................................................9
8.7      Insurance COC:.......................................................10
9.0      Proper Use of Access Roads:..........................................10
9.1      Rules and Regulations:...............................................10
9.2      Parking Rules:.......................................................10
10.0     USE OF LEASED PREMISES:..............................................11
10.1     Use of Leased Premises Controlled:...................................11
10.2     Trash Controls:......................................................11
10.3     Displaying of Merchandise:...........................................12
10.4     Volatile Materials:..................................................12
10.5     Vending Machines:....................................................12
10.6     Use as Living Quarters:..............................................12
10.7     Fixtures:............................................................12


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10.8     Window Coverings:....................................................12
10.9     Pets:................................................................12
10.10    Storage:.............................................................12
10.11    Tenant Maintenance and Repairs:......................................12
10.12    Government Regulations:..............................................13
10.13    Rules and Regulations:...............................................13
10.14    Obstruction and Interference:........................................13
12.0     INSURANCE:...........................................................14
12.1     Liability and Property Damage Insurance:.............................14
12.2     Workers' Compensation Insurance:.....................................14
12.3     Fire and Casualty Insurance:.........................................14
12.4     Waiver of Subrogation:...............................................14
12.5     Insurance General Requirements:......................................14
12.5.1   Insurance Companies:.................................................14
12.5.2   Primary and Noncontributing:.........................................14
12.5.3   Additional Insured:..................................................15
12.5.4   Insurance Cancellation:..............................................15
12.6     Blanket Insurance:...................................................15
12.6.1   Blanket Policy:......................................................15
13.0     DAMAGE AND RESTORATION:..............................................15
13.1     Duty to Restore:.....................................................15
13.2     Election to Terminate:...............................................15
14.0     EMINENT DOMAIN:......................................................16
14.1     Definition:..........................................................16
14.2     Condemnation:........................................................16
14.2.1   Total Condemnation:..................................................16
14.3     Partial Condemnation:................................................16
14.4     Parking Area:........................................................17
14.5     Termination Date:....................................................17
14.6     Repair and Restoration:..............................................17
14.7     Rental Adjustment:...................................................17
14.8     Award:...............................................................17
15.0     INDEMNITY; WAIVER:...................................................17
15.1     Indemnity:...........................................................17
15.1.1   Landlord Indemnity:..................................................18
15.2     Waiver:..............................................................18
16.0     SIGNS:...............................................................18
16.1     Additional Signage:..................................................19
17.0     RADIUS CLAUSE:.......................................................19
18.0     TRADE FIXTURES:......................................................19
19.0     LIENS:...............................................................19
20.0     RIGHT OF ACCESS:.....................................................19
21.0     DELAYED CAUSES:......................................................20
22.0     ASSIGNMENT, SUBLETTING AND ENCUMBRANCE:..............................20
22.1     Landlord's Consent Required:.........................................20
22.2     Tenant's Application (Assignment and Sublease):......................20
22.3     Landlord's Option to Terminate:......................................21
22.4     Assignment or Sublease Profit:.......................................21
22.5     Fees for Review:.....................................................21
22.6     No Release of Tenant:................................................21
22.7     Assumption of Obligations:...........................................21
23.0     NOTICES:.............................................................22
23.1     Service:.............................................................22


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23.2     Address:.............................................................22
24.0     SURRENDER OF POSSESSION:.............................................22
25.0     QUIET ENJOYMENT:.....................................................22
26.0     SUBORDINATION:.......................................................22
26.1     Foreclosure:.........................................................23
26.1.1   Prior Lien:..........................................................23
27.0     OFFSET STATEMENT:....................................................23
28.0     DEFAULT:.............................................................23
28.1     Notice and Remedies:.................................................23
28.1.1   Damages:.............................................................23
28.1.2   Lease in Full Force:.................................................24
28.1.3   Right of Re-entry:...................................................24
28.1.4   Notice of Termination:...............................................24
28.1.5   Non-liability of Landlord:...........................................24
28.2     Waiver of Notice:....................................................24
28.3     Interest:............................................................24
28.4     Other Remedies:......................................................25
28.5     Guaranty of Lease:...................................................25
29.0     INSOLVENCY:..........................................................25
29.1.1   Operation of Law:....................................................25
29.1.2   Non-waiver:..........................................................25
30.0     REMEDIES CUMULATIVE:.................................................25
31.0     ATTORNEYS' FEES:.....................................................26
32.0     WAIVER OF DEFAULTS:..................................................26
33.0     NO PARTNERSHIP:......................................................26
34.0     SUBTENANCIES:........................................................26
35.0     SUCCESSORS:..........................................................26
36.0     REMOVAL OF FIXTURES:.................................................26
37.0     EFFECT OF CONVEYANCE:................................................27
38.0     LANDLORD'S DEFAULT; NOTICE TO LENDER:................................27
39.0     CONSENT:.............................................................27
40.0     INTERPRETATION:......................................................27
41.0     HOURS OF BUSINESS:...................................................28
42.0     BROKER'S COMMISSIONS:................................................28
43.0     NO OPTION:...........................................................28
44.0     AGREEMENTS IN WRITING:...............................................28
45.0     CORPORATE RESOLUTIONS:...............................................28
46.0     PARAGRAPH HEADINGS:..................................................28
47.0     ENTIRE INSTRUMENT:...................................................28
48.0     HAZARDOUS MATERIALS:.................................................28
49.0     ACCEPTANCE OF LEASED PREMISES:.......................................29
51.0     FORCE MAJEURE:.......................................................29
52.0     MISCELLANEOUS:.......................................................29
52.1     Rent Prorated:.......................................................29
52.2     Rights Accumulative:.................................................29
52.3     Benefit of Heirs:....................................................30
52.4     Court of Jurisdiction:...............................................30
52.5     Time is of the Essence:..............................................30
52.6     Oral Termination:....................................................30
52.7     Laws of State:.......................................................30
52.8     Words of Obligation:.................................................30
52.9     Multiple Persons:....................................................30
52.10    Third Party Beneficiary:.............................................30


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52.11    Captions Descriptive:................................................30
52.12    Terms and Provisions Confidential:...................................31
52.13    Tenor of Language:...................................................31
52.14    Legal Advice:........................................................31
52.15    Payment of Additional Rent:..........................................31
53.0     RECORDATION PROHIBITED:..............................................31
54.0     FINANCIAL STATEMENTS:................................................31
55.0     LENDER SPECIFIC REQUIREMENTS.........................................31
EXHIBIT "A"       -   PLOT PLAN...............................................34
EXHIBIT "B"       -   LEGAL DESCRIPTION - SOUTH TECH..........................35
EXHIBIT "C"       -   RULES AND REGULATIONS...................................36
EXHIBIT "D"       -   SIGN CRITERIA...........................................39
                 EXHIBIT "E"..................................................41
SCHEDULE "F"..................................................................43













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LAZER TECH DESIGNS, LTD            W3Y-TLO78          P. 1
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1.0      LEASE MAKERS:
THIS LEASE made and entered into this 5th day of April, 2001. between South Tech
Hacienda, LLC, DBA South Tech Hacienda Business Park, herein called Landlord,
and Lazer Tech Designs, Ltd. herein called Tenant.

1.1      W I T N E S S E T H:

That the Landlord, in consideration of the rent herein specified to be paid by
the Tenant, and the covenants and conditions herein set forth, does hereby Lease
to Tenant; and Tenant, in consideration of the premises and the covenants and
conditions herein set forth, does hereby rent from Landlord those certain
premises (hereinafter referred to as the "Premises") which are part of South
Tech Hacienda, LLC located in Clark County, 5275 S. Arville Rd., Las Vegas, NV
89103, Las Vegas, NV, consisting of Suite(s) 116 and 140. The square footage of
a leased space is measured as follows:
         Length of the building identified as from the front of the building to
         the rear of the building. Width of the building identified as from side
         to side.

         A STAND ALONE BUILDING:
         Length:   Measure length in feet.
                From the front edge of the outside wall to the rear edge of the
                outside wall.
         Width:    Measure width in feed.
                From the side edge of the outside wall to the side edge of the
                opposite outside wall.
         Square foot calculation:
                Multiply length in feet times width in feet; product is the
                square footage within the area measured.

         A DIVISIBLE BUILDING:
         Length:
                If one side is an outside wall, front edge of the outside wall
                to the rear edge of the outside wall.
                If one or more are inside party walls, front edge of the outside
                wall to the rear edge of the outside wall along the party wall
                line.
         Width:
                If one side is an outside wall, and one side is a party wall,
                measure from the outside wall to the center of the party line
                wall.
                If both sides are party walls, measure from the center of one
                party wall to the center of the opposite party wall.
         Square foot calculation:
                Multiply length in feet times width in feet; product is the
                square footage within the area measured.

The "Premises" to be leased are located within the area cross-hatched within the
designated Building, all as delineated in "Exhibit A" attached hereto and made a
part hereof. Building is located on the land legally described in "Exhibit B"
attached hereto and made a part hereof. Tenant acknowledges that Landlord, in
Landlord's sole discretion, may change the shape, size, location, number and
extent of the improvements shown on Exhibit A"; and may eliminate or add any
improvements shown on "Exhibit A"; and may eliminate or add any improvements to
any portion of the Complex provided


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LAZER TECH DESIGNS, LTD            W3Y-TLO78          P. 2
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Landlord shall not change the size or location of the Tenant's premises without
Tenant's consent. Landlord reserves the absolute right to effect such other
Tenancies in the Complex as Landlord, in the exercise of its sole business
judgment, shall determine to best promote the interest of the Complex. Tenant
does not rely on the fact, nor does Landlord represent, that any specific
Tenant, or number of Tenants, shall during the term of this Lease, occupy any
space in the Complex. Landlord reserves to itself the use of the roof, exterior
walls, and the area beneath the premises; together with the right to install,
use, maintain and replace equipment, machinery, pipes, conduits and wiring
through the premises which serve other parts of the Complex, in a manner and in
locations which do not unreasonably interfere with Tenant's use of the premises.
This Lease shall include parking and other rights as set forth in "paragraph 8"
hereof entitled "Common Area". This Lease is subject to covenants, conditions,
reservations, easements, rights, rights of way, and other matters of record, if
any, in the office of the County Recorder of the county in which the premises
are located. This Lease is entered into and executed subject to the covenants,
conditions, rules and regulations hereinafter set forth; and both the Landlord
and the Tenant herein respectively agree to perform each and all of the
covenants, conditions, rules and regulations hereinafter contained to be by each
respectively performed as follows, to wit:

2.0      TERM:
The term of this Lease shall be for a period of Thirty Six (36) months,
commencing June 1, 2001 or at completion of tenant improvements whichever is
sooner, ("commencement date"). In addition, if the commencement date is not the
first day of a calendar month, to the aforementioned term of this Lease there
shall be added that fractional month from the commencement date to the first day
of the succeeding calendar month. In the event that Tenant fails or refuses to
open the Leased Premises for, and to commence, the conduct of its business
within thirty (30) days after the commencement date, then, at the option of
Landlord, Landlord may treat such failure, or refusal, as an event of default.
In any event, if Tenant opens for business on a date prior to the commencement
date, such prior date shall be considered the commencement date.

2.1      Square Footage:
The demised Leased Premises contain 6,733 square feet.

2.2      Holdover:
Should Tenant hold possession of the Leased Premises with the consent of
Landlord after the expiration of the stated term of this Lease, such holding
over shall create a Tenancy from month to month only upon the same terms and
conditions as are hereinafter set forth, except the basic monthly rent shall be
125 percent of the amount set forth in "paragraph 5" hereof.

3.0      DELIVERY OF POSSESSION:
Notification by Landlord that the demised Leased Premises are ready for
possession shall constitute delivery of possession and delivery of keys.

4.0      POSSESSION AND SURRENDER OF LEASED PREMISES:
Tenant shall, by entering upon and occupying the Leased Premises, be deemed to
have accepted the Leased Premises, and Landlord shall be liable only for


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LAZER TECH DESIGNS, LTD            W3Y-TLO78          P. 3
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latent defects discovered in Suite 140 therein in the first ninety (90) calendar
days, provided that written notice of any such defect is delivered to landlord
by Tenant. In no event shall Landlord be liable for consequential damages. Upon
termination of this Lease, if, and only if, Tenant has fully and faithfully
performed all of its obligations hereunder, Tenant shall, at its sole cost and
expense, remove all personal property which Tenant has installed, or placed, on
the Leased Premises ("Tenant's Property") from the Leased Premises, and repair
all damage thereto resulting from such removal; and Tenant shall thereupon
surrender the Leased Premises in the same condition as on the occupancy date
(reasonable wear and tear excepted). If Tenant has not fully and faithfully
performed all of its obligations under this Lease, Tenant shall remove Tenant's
Property from the Leased Premises only upon Landlord's written approval. In the
event Tenant shall fail to remove any of Tenant's Property, as provided herein,
Landlord may, but shall not be obligated to, remove and/or discard all such
property no so removed and repair all damage to the Leased Premises resulting
from such removal, (all at Tenant's expense); and Landlord shall have no
responsibility to Tenant for any loss or damage to said property caused by, or
resulting from, such removal or otherwise.

4.1      Continual Occupancy:
Tenant covenants to occupy and do business from the Leased Premises throughout
the term hereof. Tenant expressly recognizes that Landlord shall be injured
should Tenant not comply with this provision and that the amount of Landlord's
damages thereby are incapable of exact measurement; and Tenant, therefore,
expressly covenants to pay to Landlord, as liquidated damages for breach of this
covenant, an amount (in addition to all other rents and other monies due
Landlord hereunder) equal to 50 percent of the Rent due for the remainder of the
term after such breach (said amount representing Landlord's and Tenant's best
estimate of Landlord's damages).

4.1.1    Abandoned Property:
It is agreed that should Tenant fail to occupy and operate its business on the
property for a period of thirty (30) consecutive days, (whether or not it is
paying Rent) it shall conclusively be deemed to have abandoned the property.

5.0      RENT:
Tenant shall pay Landlord Rent as follows:

5.1      Minimum Rent:
Tenant shall pay to Landlord, without prior demand, deduction, or offset, a
minimum Rental at the rate of:

RENT
STARTS                     MO/PSF                    MIN RENT/MO

06/01/2001                 $1.20                     $ 8,0789.00
06/01/2002                 $1.38                     $ 9,291.54
06/01/2003                 $1.50                     $10,099.50


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LAZER TECH DESIGNS, LTD            W3Y-TLO78          P. 4
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Rent payments are due and payable on the first day of each calendar month per
month.

NOTE: Complex operating cost is estimated for the calendar year 2001 at $.20 per
square foot

5.4      OPTIONS TO RENEW:
Tenant is offered the right to __0_ year option(s) to renew its Lease. Tenant
must notify Landlord, not more than one- hundred-eighty (180) calendar days, nor
less than ninety (90) calendar days prior to the termination date of the Lease,
as to its intent to effect the option of renewal. Lack of written notification
automatically cancels the option (s). Renewal rate shall be determined by
negotiation between Tenant and Landlord. Rate must be determined forty-five (45)
calendar days prior to termination date or option(s) shall be cancelled.


5.8      Commencement Date:
In the event that the commencement date is not the first day of a calendar
month, Tenant shall pay to Landlord, on or before the commencement date,
prorated monthly Rent for the partial month occurring from the commencement date
to the first day of the succeeding calendar month together with the monthly rent
due for the first full calendar month of the term hereof.

5.8.1    Rent Due in Advance:
The Rent shall be paid to Landlord, in advance, on the first day of each month
during the term of this Lease.

5.8.2    No Prior Notice:
All Rent and other monies payable under this Lease shall be paid, without prior
demand therefore and without any deduction or offset whatsoever, in lawful money
of the United States of America at the office of Landlord set forth in
"paragraph 23" hereof, or at such other place or places as may from time to time
be designated, in writing, by Landlord.

5.8.3    Late Charge:
If Tenant shall fail to pay, within five (5) calendar days after the same is due
and payable, any basic Rent, or any additional Rent, or any other amounts or
charges to be paid by Tenant hereunder, such unpaid sum shall be subject to a
late charge equal to ten (10) percent of the amount overdue. In addition, if any
such Rent, additional Rent, amount, or charge has not been paid within thirty
(30) days after the same is due and payable, such unpaid sum shall bear interest
at the rate of one and one half (1.5) percent per month, compounded monthly from
the original due date therefore, until paid in full. Such interest shall be
payable as additional Rent.

5.9      Tenant Responsibility to Make Payments:
Whenever, under any provision of this Lease, Tenant shall be obligated to make
any payments or expenditures, or to do any act or thing, or to incur any
liability whatsoever; and Tenant fails, refuses, or neglects to perform as
herein required, Landlord shall be entitled, but shall not be obligated, to make
any such payment or expenditure; or to do any such act or thing; or to incur any
such liability, all on behalf of and at the cost for the account of


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LAZER TECH DESIGNS, LTD            W3Y-TLO78          P. 5
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Tenant. In such event, the amount thereof, with interest thereon at the rate of
one and one half (1.5) percent per month, compounded monthly, shall constitute
and be collectible as additional Rent upon demand.

5.9.1    Abated Rent:
If this Lease provides for a postponement of any monthly rental payments, a
period of "Free" Rent or other Rent concession, such postponed Rent or "Free"
Rent is called the "Abated Rent". Tenant shall be credited with having paid all
of the Abated Rent on the expiration of the Lease Term only if Tenant has fully,
faithfully, and punctually performed all of Tenant's obligations hereunder,
including the payment of all Rent (other than the Abated Rent) and all other
monetary obligations and the surrender of the property in the physical condition
required by this Lease. Tenant acknowledges that its right to receive credit for
the Abated Rent is absolutely conditioned upon Tenant's full, faithfully and
punctual performance of its obligations under this Lease. If Tenant defaults and
does not cure within any applicable grace period, the Abated Rent shall
immediately become due and payable in full, and this Lease shall be enforced as
if there were no such Rent Abatement or other Rent concession. In such case
Abated Rent shall be calculated based on the full initial rent payable under
this Lease.

6.0      SECURITY DEPOSIT:
Tenant, has previously deposited with Landlord as a Security deposit for their
present Lease of Space 116 the sum of Five Thousand and Twenty Five Dollars
($5,525.00). This sum will be transferred as a credity to this Lease as Security
deposit on novation of the present Lease of Space 116, which will be the start
date of this Lease. Said deposit shall be held by Landlord as security for the
faithful performance, by Tenant, of all the terms, covenants and conditions of
this Lease by said Tenant, to be kept and performed during the term hereof,
provided that Tenant shall not be excused from the payment of any Rent herein
reserved or any other charges herein provided. If Tenant defaults, with respect
to any provision of this Lease, Landlord may, but shall not be required to use,
or retain, all, or any part, of such Security Deposit for the payment of any
Rent to repair damages to the Leased Premises; to clean the Leased Premises; or
to compensate Landlord for any other loss, or damage, which Landlord may suffer
by reason of Tenant's default. If any portion of said deposit is so used or
applied, Tenant shall, within five (5) calendar days after written demand
therefore, deposit cash with Landlord in an amount sufficient to restore the
Security Deposit separate from its general funds, and Tenant shall not be
entitled to interest on such deposit. Should Tenant comply with all said terms,
covenants and conditions and promptly pay all the Rental herein provided for, as
it falls due, and pay all other sums payable by Tenant to Landlord hereunder,
then the said deposit shall be refunded, in full, to Tenant, thirty (30)
calendar days after the end of the term of this Lease, or after the last payment
due from Tenant to Landlord, whichever last occurs. No beneficiary of any Deed
of Trust encumbering the Leased Premises, or the Complex shall be, or at any
time become, liable for the return of any Security Deposit unless such deposit
is actually held by such Beneficiary as security for Tenant's performance
hereunder.


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LAZER TECH DESIGNS, LTD            W3Y-TLO78          P. 6
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7.0      TENANT IMPROVEMENTS:
Landlord shall construct only those necessary improvements in Suite 140 of the
Leased Premises as agreed between Tenant and Landlord. The agreement shall be
detailed in "Exhibit F-1" for Suite 140, and the Existing Suite 116 will be
detailed in "Exhibit F-2" as the layout of the Suites. Specifications for the
improvements for "Exhibit F-1" will be defined in "Exhibit F". "Exhibit F-2" of
Suite 116 is accepted by Tenant in its "AS IS" status, no changes or
improvements to be accomplished. South Tech will provide computer produced space
design for Suite 140 using Cad design programs in an architectural format. We
offer this as a service, but specifically declare that we are not architectural
or design experts. The Tenant is responsible for acceptance of this computer
produced design and its limitations. The Landlord encourages the Tenant to have
the Cad designed drawings reviewed by experts they deem necessary in order to
meet their business requirements. The respective responsibilities of landlord
and tenant for payment of the Tenant Improvement(s) shall be identified as to
Tenant or Landlord in "Exhibit F".

7.1      Substantial Completion:
"Substantial completion," as used herein, is hereby defined to mean that the
building and/or the improvements have been completed in material compliance with
approved plans (improvements are defined in "Exhibit F"). When the Leased
Premises are substantially complete, Landlord shall notify Tenant of such fact
and shall deliver possession of the Leased Premises to Tenant. Tenant shall have
ten (10) calendar days thereafter to prepare and deliver to Landlord a list
known as a "punch-list" of any patent defects, and Landlord shall have thirty
(30) days in which to rectify same. Landlord's obligation for the completion of
the Leased Premises shall be defined and limited by "Exhibit F" the approved
plans, and Landlord shall not be required to furnish or install any item not
shown thereon. Tenant shall observe and perform all of its obligations under
this Lease (except its obligations to pay minimum rent, percentage rent, and
additional rent) from the date upon which Landlord shall deliver possession of
the Leased Premises to Tenant until the commencement date of the Lease term in
the same manner as though the Lease term began when possession of the Leased
Premises was delivered to Tenant.

7.2      Tenant Additional Improvements:
Tenant shall not make any additional tenant improvements to the Leased Premises
without the written consent of Landlord. All improvements to the Leased Premises
shall be made promptly, at Tenant's sole expense, by Landlord's Contractor

7.2.1    Landlord's Right Regarding Tenant Improvements:
Any improvements made by Tenant pursuant to this "paragraph 7" shall, at
Landlord's option, become the property of Landlord upon the expiration or sooner
termination of this Lease (excluding Tenant's trade fixtures). However, Landlord
shall have the right to require Tenant to remove any or all improvements, at
Tenant's sole cost and expense, upon such termination of this Lease and to
surrender the Leased Premises in the same condition as it was prior to the
making of any, or all, such improvements (reasonable wear and tear excepted).


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8.0      COMMON AREAS:
Landlord shall make available at all times, during the term of this lease, such
portions of the Complex as Landlord shall from time to time designate, or
relocate such automobile parking and other common areas as Landlord shall from
time to time deem appropriate. Tenant shall have the non-exclusive right during
the term of this lease to use the common areas for itself, its employees,
agents, customers, invitees and licensees.

8.1      Common Area Defined:
The term "common area" shall mean the portions of the Complex which have, at the
time in question, been designated and improved for common use by, or for the
benefit of, more than one tenant or concessionaire of the Complex, including any
of the following (the specific recitation of which shall not be deemed to limit
the definition of common area); the land and facilities utilized as parking
areas; access and perimeter roads; truck passageways (which may be in whole or
in part subsurface); service corridors and stairways providing access from store
premises; landscaped areas; exterior walks, arcades, stairways, elevators,
escalators and/or ramps; interior corridors, elevators, stairs, arcades and/ or
balconies; directory equipment, wash rooms, comfort rooms, drinking fountains,
toilets and other public facilities; and bus stations and taxi stands; but
excluding any portion thereof when designated by Landlord for a non-common use.

8.2      Common Area Control:
All common areas shall be subject to the exclusive control and management of
Landlord, or such other persons or nominees as Landlord may have delegated or
assigned to exercise such management or control, in whole or in part, in
Landlord's place and stead. In no event shall Tenant have the right to sell,
solicit or conduct its business in any manner, in any of the common areas.
Landlord shall have the right to close, if necessary, all, or any portion, of
the common areas to such extent as may, in the opinion of Landlord's counsel, be
legally necessary to prevent a dedication thereof, or the accrual of any rights
of any person, or of the public therein to close temporarily, all, or any
portion, of the common areas to discourage non-customer use; to use portions of
the common areas while engaged in making additional improvements, or repairs, or
alterations to the Complex; and to do and perform such other acts in, to, and
with respect to, the common areas, and in good business judgment, Landlord shall
determine what is appropriate for the Complex.

8.3      Common Area Changes:
Landlord shall have the right to increase the size of the common areas,
including the expansion thereof to adjacent property; to reduce the common
areas; to rearrange the parking spaces and improvements on the common areas; and
to make such changes therein and thereto, from time to time, which, in its
opinion, are deemed to be desirable and for the best interests of the complex.

8.4      Complex Operating Costs (COC):
Tenant hereby agrees to pay as additional rent Tenant's pro-rata portion of
Complex Operating Costs (COC) during such calendar year, or fraction thereof
occurring during the term of this Lease. Complex Operating Costs (COC) shall
include all costs and expenses, of every kind or nature, incurred by Landlord,
in the operation, maintenance, and repair of the Complex, related


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structures, and common areas, in a manner deemed by Landlord to be reasonable
and appropriate and for the best interest of the entire Complex, as determined
in accordance with generally accepted accounting principles. Without otherwise
limiting the generality of the foregoing, there shall be included in such costs
and expenses premiums with respect to public liability insurance, property
damage insurance, fire insurance, workmen's compensation, and other insurance
carried on, or with respect to, the Complex and related structures, salaries,
payroll taxes, unemployment taxes, social security taxes; reasonable replacement
reserves; cleaning of any facilities; landscape maintenance; cleaning, striping,
sealing and paving of all driveways; and parking lots; signs, lighting, music
systems; janitorial services; depreciation on, or rentals of, machinery and
equipment; property management fees; legal and accounting expenses; supervising
of attendants; and employment of other personnel used in such operations;
maintenance and repairs; fuel, energy and utilities (except any utilities which
Landlord may require to be separately metered to Tenant); providing for security
and fire protection services; and an administration fee equal to 15 percent of
the total of all other Complex Operating Costs.

8.4.1    Additional Rent:
The additional rent required to be paid by Tenant in this "paragraph 8" shall be
estimated annually, in advance, by Landlord. Landlord shall provide Tenant with
the amount of such estimated additional rent, and Tenant shall pay one-twelfth
(1/12) of such estimated amount on the first (1st) day of each month, without
further demand, or any deduction, or set-off whatsoever. Such additional rent
shall be applied by Landlord for the payment of Complex Operating Costs (COC).
At the end of each year, Landlord shall compute the actual amount of all Complex
Operating Costs (COC) for such year and shall compute Tenant's pro-rata share of
said actual Complex Operating Costs (COC). If the estimated amount paid by
Tenant for such year was less than Tenant's pro-rata share of actual Complex
Operating Costs (COC), Tenant shall pay the difference to Landlord on demand. If
the estimated amount paid by Tenant for such year was greater than Tenant's
pro-rata share of actual Complex Operating Costs (COC), Landlord shall apply the
excess to the next monthly payment of additional rent to be paid by Tenant
pursuant to this "paragraph 8" and, if necessary, each monthly payment
thereafter until fully exhausted. If Tenant's Lease terminates and Tenant is
entitled to a rebate of expenses, Tenant's account shall be credited over a
ninety (90) day period after determination of rebate amount. Tenant shall not be
entitled to receive interest on any additional rent paid hereunder.

8.5      TAXES:
Tenant agrees to pay Landlord as a part of the monthly complex operating cost
(COC) billing, its proportionate share of all taxes levied and assessed, during
the term of this lease, upon the land, buildings, and Landlord's personal
property comprising the Complex, including the common areas of the Complex.
Taxes levied is defined as:

8.5.1    Taxes Levied Defined:
Any fee, license fee, license tax, business license fee, commercial rental tax,
levy charge, assessment, penalty or tax imposed by any taxing authority against
the Property;


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Any tax on the Landlord's right to receive, or the receipt of rent, or income,
from the Property, or against Landlord's business of leasing the Property.

Any tax or charge for fire protection, streets, sidewalks, road maintenance,
refuse, or other services provided to the Property by any governmental agency;

Any tax imposed upon this transaction, or based upon a re-assessment of the
property, due to a change of ownership, as defined by applicable law, or other
transfer of all or part of Landlord's interest in the Property; and

Any charge or fee replacing any tax previously included within the definition of
real property tax. "Real property tax" does not, however, include Landlord's
federal or state income, franchise, inheritance or estate taxes. The share of
taxes to be paid by Tenant shall be deemed to be the product derived by
multiplying the total of the taxes levied, or assessed against the Complex by a
fraction; the numerator of which is the floor area (as defined in this lease)
contained in the Leased Premises; and the denominator of which is the total
floor area contained in the Complex, exclusive of any portion of the total floor
area which may be assessed and taxed separately from the portion of the Complex
in which the Leased Premises are located. Tenant shall pay one-twelfth (1/12th)
of the amount estimated by Landlord to be Tenant's share of such taxes in each
monthly installment of "Common Operating Cost" (COC), a part of the minimum
annual rent due hereunder. For the purposes of this paragraph "taxes" shall
include all assessments for public improvements levied, or assessed against the
Complex; any tax assessed upon, or measured by, the rents received by Landlord
hereunder; any tax, fee, or charge on the operation and use of the Complex
and/or the common area imposed by the United States Environmental Protection
Agency or; any other federal, state or local governmental entity; and shall also
include any taxes, or assessments, which in the future may be imposed upon
Landlord in lieu of any presently imposed tax or assessment.

8.5.6    Other Taxes:
If any time during the term of this Lease, under the laws of the United States,
state where Complex is located, or any political subdivision thereof, a tax, or
excise tax on rents, or other tax (except income tax), however described, is
levied or assessed by the United States, state where Complex is located, or said
political subdivision against Landlord, on account of any rent reserved under
this Lease, the Leased Premises, or the use thereof, all such tax, or excise tax
on rents, or other taxes, shall be included in Tenant's (COC) charge monthly
charge.

8.6      SERVICES AND UTILITIES:
Landlord agrees to keep in good order, condition and repair the foundations,
exterior walls, and roof of the Leased Premises (but excluding the exterior and
interior of all windows, doors, plate glass and showcases) except for reasonable
wear and tear and except for any damage thereto caused by any act or negligence
of tenant, or its agents, employees, servants, contractors, subtenants,
licensees, customers, or business invitees. It is an express condition precedent
to all obligations of Landlord to repair and maintain, that Tenant shall have
notified Landlord, in writing, of the need for such


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repairs or maintenance. The cost of such repairs shall be included in "Complex
Operating Costs".

8.6.1    Tenant Responsibilities:
Landlord shall not be obligated to perform any service, or to repair, or to
maintain any structure or facility, except as provided in this paragraph.
Landlord shall not furnish telephone facilities or service. Landlord shall not
be responsible for light bulb or ballast replacement. Landlord shall not be
obligated to provide any service, or maintenance, or to make any repairs,
pursuant to this paragraph, when such service, maintenance, or repair is made
necessary because of the negligence or misuse by Tenant, Tenant's agents,
employees, servants, contractors, subtenants, licensees, customers or business
invitees. Landlord reserves the right to stop any service when Landlord deems
such stoppage necessary, whether by reason of accident or emergency, or for
repairs, or improvements, or otherwise. Landlord shall not be liable, under any
circumstances, for loss or injury however occurring, through or in connection
with, or incident to, any stoppage of such services. Landlord shall have no
responsibility or liability for failure to supply any services or maintenance;
or to make any repair when prevented from doing so by any cause beyond
Landlord's control. Landlord shall not be obligated to inspect the Leased
Premises and shall not be obligated to make any repairs or perform any
maintenance hereunder unless first notified of the need thereof, in writing, by
Tenant. In the event that Landlord shall fail to commence with such repairs, or
maintenance, within thirty (30) business days after said notice, Tenant's sole
right and remedy for such failure shall be, after further notice to Landlord, to
make such repairs, or perform such maintenance, and to forward to Landlord a
copy of the invoice with a request for reimbursement incurred from such repairs;
provided, however, that amount of said invoice does not exceed the reasonable
value of such repairs or maintenance. Landlord shall not be liable for any loss,
or damage, to persons or property, sustained by Tenant, or other persons, which
may be caused by the Complex or the Leased Premises, or any appurtenances
thereto being out of repair; or by bursting or leakage of any water, gas, sewer
or steam pipe; or by theft; or by any act, or neglect, of any tenant or occupant
of the Complex; or of any other person, by failure to furnish, or interruption
of, service of any utility; or by any other cause of whatsoever nature unless
caused by the negligence of Landlord.

8.6.2    Additional Parcels:
In the event that the Complex consists of more than one parcel, (as shown on the
Complex's parcel map of record) Landlord shall, at Landlord's sole option,
compute "Complex Operating Costs" in such a manner as shall exclude any, or all,
parcels (1) not owned by Landlord, or (2) wholly leased or ground leased by one
Tenant, so that third parties who own any parcel within the Complex, or Tenants
who lease a complete parcel within the Complex may, at Landlord's option, be
required to separately pay all expenses attributable to any such parcels.

8.6.3    Utilities:
Tenant shall be responsible for arranging all utilities and services whatsoever
to be furnished to the interior of the Leased Premises ("Interior Utilities").
All Interior Utilities shall be separately metered to Tenant, and Tenant shall
be responsible for paying all costs and expenses of the


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Interior Utilities (including, without limitation, the monthly charges for
Interior Utilities, and all "hook- up fees" or other costs whatsoever charged by
any utility company for, or in connection with, the commencement of service).
Tenant's obligation to pay rent shall not be affected by any failure of Tenant
to timely arrange for the commencement of service of Interior Utilities. Tenant
may contract, at Tenant's sole expense, for such janitorial services as Tenant
desires for the interior of the Leased Premises, with the janitorial company
which Landlord shall from time to time designate to service the complex. Said
janitorial company shall bill Tenant directly for Tenant's interior janitorial
service, and Tenant shall pay such invoices directly to the janitorial company.
Tenant may contract directly with a janitorial service of Tenant's choice, so
long as such janitorial service complies with Landlord's standard security
procedures, and so long as Landlord has previously approved the janitorial
service in writing (which approval shall not be unreasonably withheld or
delayed). In addition, Landlord shall, at Landlord's expense, provide adequate
lighting and other appropriate utilities to the common areas of the Complex.
Landlord shall have the right to reduce any utility service as required by any
mandatory or voluntary fuel or energy conservation program.

8.7      Insurance COC:
Landlord shall, during the lease term, maintain in full force a policy, or
policies, of comprehensive public liability insurance, issued by one or more
insurance carriers; insuring against liability for injury to, or death of,
persons and loss of, or damage to, property occurring in, or on, the common
area, except any portion thereof subject to Tenant's exclusive control. Said
liability insurance shall be in an amount of not less than $1,000,000. combined
single limit for bodily injury and property damage. Landlord reserves the right
to bill Tenant monthly an estimated amount of all expenses to be incurred by
landlord under this paragraph. In such event, these expenses shall be included
within the "Common Operating Cost" monthly billing to Tenant.

9.0      Proper Use of Access Roads:
Tenant agrees that it, and its concessionaires, agents, employees, and vendors,
suppliers, and other independent contracts, shall use such access roads and
shall operate trucks and trailers, delivering merchandise to and from the Leased
Premises, upon and over such access roads as are designated therefor by Landlord
as a means of ingress to and egress from the Leased Premises.

9.1      Rules and Regulations:
Landlord shall have the right to establish, and from time to time to change,
alter, and amend, and to enforce, against Tenant and the other users of the
common areas, such reasonable rules and regulations (including the exclusion of
employees parking thereof) as may be deemed necessary, or advisable, for the
proper and efficient operation and maintenance of the common area. Such rules
and regulations may provide, without limitation, the hours during which the
common areas shall be open for use. Landlord may, in its opinion, the same being
advisable, establish a system or systems of validation or other type operation
to control the parking areas, including a system of charges against
non-validated parking checks of users. Tenant agrees to abide by and conform to
such rules and regulations; to cause its concessionaires,


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employees and agents, so to abide and conform; and to use its best efforts to
cause its customers, invitees and licensees to so abide and conform.

9.2      Parking Rules:
It is understood that the employees of Tenant and the other Tenants of Landlord,
within the Complex, shall not be permitted to park their automobiles in the
automobile parking areas which may from time to time be designated for patrons
of the Complex. Landlord may, at Landlord's election, designate space for
employee parking either within the Complex parking area or in an area reasonably
close thereto, which may be areas on the public street if allowed by the city in
which the Leased Premises are located. Landlord shall have the right to change
such designated parking area from time to time. Tenant and its employees shall
park their automobiles only in those portions of the parking areas, if any,
designated for that purpose by Landlord. Tenant shall furnish Landlord with its,
and its employees, automobile license number within fifteen calendar (15) days
after opening for business, and Tenant shall thereafter notify Landlord of any
changes within five calendar (5) days after such change occurs. If Tenant, or
its employees, fail to park their automobiles in designated employee parking
areas, then Landlord may charge Tenant twenty dollars ($20.) per day for each
day, or partial day, per automobile parked in any areas other than those so
designated. Tenant hereby authorizes Landlord to tow away, from the Complex, at
Tenant's expense, any improperly parked automobile or automobiles belonging to
Tenant, or Tenant's employees, and/or to attach violation stickers, or notices
to such automobiles.

10.0     USE OF LEASED PREMISES:
Tenant shall use the Leased Premises solely for the purposes and under the trade
name as follows:

PERMITTED USE:        Office/Production/Service Area

TRADE NAME:           Lazer Tech Designs, Ltd.

10.1     Use of Leased Premises Controlled:
Tenant shall not use, or permit the Leased Premises to be used for any other
purpose, or purposes, or under any other trade name whatsoever, without the
written consent of Landlord, which will not be unreasonably withheld or delayed.
Tenant further covenants and agrees that it shall not use, or suffer, or permit
any person, or persons, to use the Leased Premises, or any part thereof for
conducting therein a secondhand store, auction, distress or fire sale, or
bankruptcy, or going-out-of-business sale; or for any use or purpose in
violation of the laws of the Untied States of America; or the State where
Complex is located; or the ordinances, regulations and requirements of the city
and county wherein the Leased Premises are situated. Tenant further covenants
and agrees that during the term hereof the Leased Premises, and every part
thereof, shall be kept by Tenant in a clean and neat and orderly condition, free
of any objectionable noises, odors, or nuisances; and that all health and codes
shall, in all respects, and at all times, be fully complied with by Tenant.

10.2     Trash Controls:
Tenant agrees that all trash and rubbish of Tenant shall be deposited within


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receptacles, and that Tenant shall not cause or permit any trash receptacles to
remain outside the Building. In the event Landlord provides or designates trash
receptacles, Tenant agrees to cause such receptacles to be emptied and trash
removed at its own cost and expense. Tenant agrees to first bag the trash before
depositing it in the authorized trash area. Landlord reserves the right to
contract for trash removal and bill Tenant for said service as provided in
"section 8" herein.

10.3     Displaying of Merchandise:
Tenant may not display or sell merchandise, or allow carts, portable signs,
devices, or any other objects to be stored, or to remain outside the exterior
walls and permanent doorways of the Leased Premises. Tenant shall not permit any
audible noise, from any source, or device of any nature to be heard outside of
the Leased Premises. Tenant shall not place, or authorize to have placed, or
affixed, handbills, or other advertising materials on automobiles or buildings,
within the Complex.

10.4     Volatile Materials:
Tenant shall not, without prior written consent of all insurance companies which
have issued any insurance of any kind whatsoever, with respect to the Leased
Premises, or the Complex, sell, or suffer to be kept, used or sold in, upon, or
about the Leased Premises any gasoline, distillate, or other petroleum products,
or any other substance or material of an explosive, inflammable or radiological
nature, in such quantities as may be prohibited by any such insurance policy or
which may endanger any part of the Complex, or its occupants, business patrons,
or invitees.

10.5     Vending Machines:
Tenant will not, without Landlord's prior written approval, operate or permit to
be operated on the Leased Premises any coin or token-operated vending machines
or similar device for the sale, or leasing, to the public of any goods, wares,
merchandise, food, beverages, and/or service, including, without limitation, pay
telephones, pay lockers, pay toilets, scales and amusement devices.

10.6     Use as Living Quarters:
Tenant shall refrain from using or permitting the use of the Leased Premises or
any portion thereof as living quarters, sleeping quarters or lodging rooms.

10.7     Fixtures:
All fixtures, showcases and other equipment to be used by Tenant in, about, or
upon the Leased Premises, shall be subject to the prior written approval of
Landlord.

10.8     Window Coverings:
Tenant shall not, without Landlord's prior written approval, cover or obstruct
any windows, glass doors, lights, skylights, or other apertures that reflect or
admit light into the Leased Premises.

10.9     Pets:
Tenant shall not keep, or permit the keeping, of any animals of any kind in,
about, or upon the Leased Premises without Landlord's prior written approval.


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10.10    Storage:
Tenant shall not use the Leased Premises for storage or warehouse purposes
beyond such use as is reasonably required to keep the Leased Premises adequately
supplied for the conduct of Tenant's business purposes.

10.11    Tenant Maintenance and Repairs:
Except as provided for elsewhere herein, Tenant shall keep and maintain in good
order, condition, and repair (including any such replacement and restoration as
is required for that purpose) the Leased Premises and eery part thereof and any
and all appurtenances thereto wherever located, including; but without
limitation, the exterior and interior portion of all doors, door checks,
windows, plate glass, store front; all plumbing and sewage facilities within the
Leased Premises, including free flow up to the main sewer line; fixtures; the
heating, ventilation and air conditioning equipment serving the Leased Premises
("HVAC"); evaporative coolers; and any work performed by, or on behalf of,
Tenant hereunder. Tenant shall also keep and maintain in good order, condition
and repair (including any such replacement and restoration as is required for
that purpose) any special Tenant equipment, fixtures or facilities (other than
the usual and ordinary plumbing and utility facilities), which special
facilities shall include but not be limited to grease traps, if any, located
outside the Leased Premises. Landlord agrees to assign to Tenant any warranties
Landlord may have pertaining to those parts of the Leased Premises Tenant is
responsible for maintaining hereunder. In addition, Landlord shall warrant the
HVAC system serving the Leased Premises to be free from defects (routine
maintenance excepted) for a period of six (6) months from the commencement date.
Tenant shall be billed monthly by separate invoice for individual repairs to
their units the month following the expenditure. These costs are a part of the
minimum annual rent due hereunder.

Tenant shall store all trash and garbage in metal containers, located where
designated by Landlord, and so as not to be visible, or create a nuisance to
customers and business invitees in the Complex, and so as not to create or
permit any health or fire hazard.

10.12    Government Regulations:
Tenant shall, at all times during the term of the Lease, comply with all
governmental rules, regulations, ordinances, statutes and laws, including, but
not limited to, all federal and state laws and regulations regarding hazardous
substances and the disposal thereof; and the orders and regulations of the
insurance service office, or any other body now or hereafter exercising similar
functions, now or hereafter in effect pertaining to the Complex, the Leased
Premises, or Tenant's use thereof.

10.13    Rules and Regulations:
Tenant hereby covenants and agrees that it, its agents, employees, servants,
contractors, subtenants and licensees shall abide by the Rules and Regulations
attached hereto as "Exhibit C" and incorporated herein by reference; and such
additional rules and regulations hereafter adopted and amendments and
modifications of any of the foregoing as Landlord may, from time to time, adopt
for the safety, care, and cleanliness of the Leased Premises, or the Complex; or
for the preservation of good order thereon.


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10.14    Obstruction and Interference:
Tenant shall not do, permit, or suffer anything to be done, or kept upon the
Leased Premises which shall obstruct or interfere with the rights of other
tenants, Landlord or the patrons and customers of any of them; or which shall
annoy any of them, or their patrons or customers, by reason of unreasonable
noise or otherwise; nor shall Tenant commit or permit any nuisance on the Leased
Premises; or commit, or suffer, any immoral or illegal act to be committed
thereon.


12.0     INSURANCE:
Tenant shall not carry any stock of goods, or do anything, in or about the
Leased Premises, which shall in any way tend to increase insurance rates on the
building in which the Leased Premises are located. In no event shall Tenant
carry on any activities which would invalidate any insurance coverage thereon.

12.1     Liability and Property Damage Insurance:
Tenant shall, during the lease term, at its sole expense, maintain in full force
a policy, or policies, of comprehensive public liability insurance, issued by
one or more insurance carriers insuring against liability for injury to, or
death of, persons, and loss of, or damage to, property occurring in, or on, the
Leased Premises and any portion of the common area which is subject to Tenant's
exclusive control. Said liability insurance shall be in an amount of not less
than $1,000,000. combined single limit for bodily injury and property damage.

12.2     Workers' Compensation Insurance:
Tenant shall at all times maintain Workers' Compensation Insurance in compliance
with state law.

12.3     Fire and Casualty Insurance:
Landlord shall pay for, and shall maintain in full force and effect, during the
term of this lease, a policy, or policies, of fire and casualty insurance which
may include endorsements of Landlord's selection, or any other coverage required
by Landlord's lender or government agency. Tenant shall reimburse Landlord for
its pro-rata share of the premium paid by Landlord. These expenses shall be
included within the "Common Operating Cost" (COC) monthly billing to Tenant.

12.4     Waiver of Subrogation:
Each party ("Insured") hereby waives its right of recovery to the extent of
insurance recovery against the other party, the other party's officers,
directors, agents, representatives, employees, successors, and assigns with
respect to any loss or damage; including consequential loss or damage to the
insured's property caused, or occasioned by, any peril, or perils, including
negligent act(s) covered by any policy, or policies, carried by the insured.

12.5     Insurance General Requirements:

12.5.1   Insurance Companies:
All policies of insurance required to be carried hereunder, by Tenant, shall be
written with companies satisfactory to Landlord and licensed to do


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business in the state where the Leased Premises is located.

12.5.2   Primary and Noncontributing:
Each policy of public liability insurance required to be carried under
"paragraphs 12.1 and 12.2" shall provide that it shall be deemed primary and
noncontributing with the insurance carried by the other party.

12.5.3   Additional Insured:
Each policy required under "paragraph 12.1" shall expressly INCLUDE, severally
and not collectively, Landlord as additionally named insured thereunder, the
other party and any person, or firm, designated by the other party and having an
insurable interest thereunder, hereinafter called "additional insured," as their
respective interests may appear.

12.5.4   Insurance Cancellation:
Said insurance shall not be subject to cancellation or reduction in coverage
except upon at least ten (10) calendar days prior, written, notice to each
additional insured. The policies of insurance or duly executed certificates
evidencing them, together with satisfactory evidence of the payment of premiums
thereon, shall be deposited with each additional insured at the commencement of
the term and not less than thirty (30) days prior to the expiration of the term
of such coverage. If the primary insured fails to comply with this requirement,
any additional insured may obtain such insurance and keep it in effect; and the
primary insured shall pay to the additional insured the premium cost thereof,
upon demand, with interest from date of payment by the additional insured to the
date of repayment by the primary insured.

12.6     Blanket Insurance:

12.6.1   Blanket Policy:
Each party shall be entitled to fulfill its insurance obligations hereunder by
maintaining a so-called "Blanket" policy, or policies, of insurance in such form
as to provide, by specific endorsement coverage, not less than that which is
required hereunder for the particular property or interest referred to herein.

13.0     DAMAGE AND RESTORATION:

13.1     Duty to Restore:
If the improvements on the Leased Premises, or the Complex, are partially or
totally damaged by fire, or other casualty, so as to become partially or totally
untenable (which damage is insured against under any policy of fire and extended
coverage insurance then covering the damaged improvements), they shall be
rebuilt by Landlord, with due diligence, at Landlord's expense (unless Landlord
elects not to do so as provided in "paragraph 13-2"), and fixed minimum rent,
only, shall be abated until restoration, provided that if Tenant continues to
conduct business in the Leased Premises, said rent shall be abated in the
proportion which the untenable portion bears to the entire Leased Premises
before the damage occurred.

13.2     Election to Terminate:
If the improvements on the Leased Premises or the Complex, whether or not the


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Leased Premises are a part thereof, are damaged for any cause whatsoever,
whether insured against or not, to the extent of at least 25 percent of the then
replacement cost during the term of this lease, or to the extent of at least 10
percent thereof during the last three (3) years of said term, Landlord shall,
within not more than ninety (90) calendar days after such damage, notify Tenant
of Landlord's election to terminate this Lease, or to restore the improvements
on the Leased Premises and such portion of the improvements in the balance of
the Complex as in Landlord's sole discretion is necessary to create an
economically feasible commercial unit. If Landlord elects to repair or restore
the damaged improvements, then with respect to the Leased Premises, Landlord and
Tenant each shall restore them in the same manner and to the same extent as work
was done by each of them in the original construction and fixturizing of the
improvements; and the damaged improvements in the balance of the Complex shall
likewise be restored to the extent required in the preceding sentence. If
Landlord elects not to restore as aforesaid, this Lease shall terminate
effective as of the date of such damage upon the giving of notice of election by
Landlord as aforesaid.

14.0     EMINENT DOMAIN:

14.1     Definition:
If there is any taking of, or damage to, all, or any part of the Complex, or any
interest therein, because of the exercise of the power of eminent domain,
whether by condemnation proceedings or otherwise; or any transfer of any part
thereof; or any interest therein made in avoidance of the exercise of the power
of eminent domain (all of the foregoing being hereinafter referred to as
"taking") prior to, or during the term hereof, the rights and obligations of the
parties, with respect to such taking, shall be provided in this "paragraph 14".

14.2     Condemnation:
Landlord reserves the right to condemn a portion of the Tenant's lease premises
for the enrichment of the business park which will benefit all Tenants. The
condemnation of space is limited to space which would be classied as common area
space. Leased Premises cannot be condmened for the betterment or enrichment of a
sole tenant with out the written consent of the Tenant of the leased premises.
Landlord will notify Tenant in writing of its intent to condemn a portion of the
lease premsises. If the condemnation is more than 25% of the total leased
premises, the Tenant may elect to terminate the lease upon written notification
to the Landlord within 10 days of receipt of condemnation notification.

14.2.1   Total Condemnation:
If there is a taking of all of the Leased Premises, this Lease shall terminate
as of the date of such taking.

14.3     Partial Condemnation:
If 25 percent, or more, of the ground floor area of Tenant's Leased Premises
shall be taken, either party shall be entitled to terminate this lease; or if 25
percent, or more, of the ground floor area of all buildings in the Complex shall
be taken, (whether Tenant's Leased Premises are taken or not) Landlord shall be
entitled to elect to terminate this Lease; and the terminating party shall give
the other party, written, notice of such election not later than


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thirty (30) calendar days after the date Landlord delivers notice to Tenant that
possession, or title, to the portion of the Leased Premises taken has vested in
the condemnor. If neither party gives such notice, or less than 25 percent of
the ground floor area of either Tenant's Leased Premises or buildings in the
Complex shall be taken, this Lease shall remain in full force and effect, and
rent shall be adjusted as provided in "paragraph 14-7".

14.4     Parking Area:
If 25 percent, or more, of the parking area within a radius of 200 feet from the
main entrance to the Leased Premises shall be taken, either party shall be
entitled to elect to cancel and terminate this Lease and shall give the other
party, written, notice of such election not later than thirty (30) calendar days
after the date Landlord delivers notice to Tenant. If neither party gives such
notice, or more than 75 percent of said portion of the parking area shall be
available after such taking, this Lease shall remain in full force and effect.
In no event shall Tenant have the right to terminate this Lease if Landlord
provides additional parking area, which, when combined with the remaining
parking area provides a parking area which is at least 75 percent as large as
said portion of the parking area before the taking.

14.5     Termination Date:
If this lease is terminated in accordance with the provisions of this "paragraph
14", such termination shall become effective as of the date of eminent domain
physical possession of the particular portion is taken.

14.6     Repair and Restoration:
If this lease is not terminated as provided in this "paragraph 14", Landlord
shall, at its sole expense, restore with due diligence the remainder of the
improvements, occupied by Tenant, so far as practicable, to a complete unit or
like quality, character, and condition as that which existed immediately prior
to the taking, provided that the scope of the work shall not exceed the scope of
the work to be done by Landlord originally in constructing the Leased Premises;
and further provided that Landlord shall not be obligated to expend an amount
greater than that which was awarded to Landlord for such taking.

14.7     Rental Adjustment:
If this Lease is not terminated as provided in this " paragraph 14", the fixed
minimum Rent shall be reduced by that proportion which the floor area taken
bears to Tenant's total floor area immediately before the taking.

14.8     Award:
The entire award or compensation in such proceedings, whether for a total or
partial taking, or for diminution in the value of the leasehold, or for the fee,
shall belong to, and be the property of, Landlord; provided that Tenant shall be
entitled to recover from the condemnor by Tenant for the taking of trade
fixtures and equipment owned by Tenant (meaning personal property which may be
removed without substantial damage to the Leased Premises) and for the expense
of removing and relocating them.

15.0     INDEMNITY; WAIVER:


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15.1     Indemnity:
Tenant shall indemnify and save Landlord harmless from, and against, any and all
liens, claims, demands, actions; causes of action, obligations, penalties,
charges, liability, damages, loss, cost or expense; including reasonable
attorneys' fees for the defense thereof, arising from, or connected with, the
conduct or management of the business conducted by Tenant on, or about, the
Leased Premises; or the use or occupancy of Tenant's Leased Premises; or from
Tenant's any breach or default on the part of Tenant to be performed pursuant to
the terms of this Lease; or from Tenant's violations of, or noncompliance with,
any laws, ordinances, rules, regulations, and requirements of any governmental
body, or authority; or the National Board of Underwriters, or similar insurance
organization, which affect Tenant's Leased Premises; or from any acts or
omissions of Tenant; or any person upon Tenant's Leased Premises by license or
invitation of Tenant; or occupying Tenant's Leased Premises; or any party
thereof under Tenant.

15.1.1   Landlord Indemnity:
Landlord shall indemnify and save Tenant harmless from, and against, any and all
liens, claims, demands, actions; causes of action, obligations, penalties,
charges, liability, damages, loss, cost or expense; including reasonable
attorneys' fees for the defense thereof, arising from, or connected with, the
conduct or management of the business conducted by Landlord on, or about, the
Leased Premises; or from any breach or default on the part of the Landlord in
the performance of any covenants; or agreement on the part of the Landlord to be
performed pursuant to the terms of this Lease; or from violations of, or
noncompliance with, any laws, ordinances, rules, regulations, and requirements
of any governmental body, or authority; or the National Board of Underwriters,
or similar insurance organization, which affect Tenant's Leased Premises; or
from any acts or omissions of the Landlord; Landlord shall indemnify and hold
tenant harmless from any loss, cost and expense resulting from the negligent
acts or omissions of the Landlord.

15.2     Waiver:
All property kept, stored, or maintained in Tenant's Leased Premises shall be so
kept, stored, or maintained at the sole risk of Tenant; and except in the case
of Landlord's affirmative negligence or willful misconduct, Landlord shall not
be liable; and Tenant waives all claims against Landlord for damages to persons
or property sustained by Tenant, or by any other person or firm resulting from
the building in which the Leased Premises are located; or by reason of Tenant's
Leased Premises, or any equipment located therein becoming out of repair; or
through the acts or omission of persons occupying adjoining Leased Premises, or
any part of the building of which the Leased Premises are a part; or any persons
present in the Complex; or for loss or damage resulting to Tenant or its
property from burst, stopped, or leaking sewers, pipes, conduits, or plumbing
fixtures; or for interruptions of any utility services, or from any failure of,
or defect in, any electric line, circuit, or facility; or any other type of
improvement or service on, or furnished to, Tenant's Leased Premises, or
resulting from any accident in, on, or about Tenant's Leased Premises, or the
building in which the Leased Premises are located; or resulting directly, or
indirectly, from any act, or neglect of any other tenant or person in the
Complex.


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16.0     SIGNS:
Subject to government approval, Landlord hereby grants to Tenant the right to
install and maintain any ordinary and usual trade signs on the front of the
demised Leased Premises directly above the store front of the building; however,
it is agreed that any sign installed, erected, placed, or maintained on the
demised Leased Premises, or the exterior walls thereof, shall be of a neat
character and design, consistent with Landlord's overall sign plan "Exhibit D".
Furthermore, all exterior signs on the demised Leased Premises shall be subject
to the written approval of Landlord, which approval shall not be unreasonably or
arbitrarily withheld.

16.1     Additional Signage:
No signs shall be displayed by the Tenant, and no showcases, merchandise,
obstructions, or any advertising device of any kind whatsoever shall be placed
by the Tenant in, or on, the sidewalks, areaways, pedestrian malls, or other
similar common areas, upon which the store building of the demised abuts.
Furthermore, Tenant shall not install any awnings on the demised Leased Premises
without the prior consent of the Landlord.

17.0     RADIUS CLAUSE:
Tenant hereby agrees that it shall not directly, or indirectly, during the term
of this lease, or any renewals or extensions thereof, open, operate, or
otherwise become interested in a business similar in nature or in any way
competitive to that business conducted on the demised Leased Premises within a
three-mile radius of the demised Leased Premises.

18.0     TRADE FIXTURES:
All trade fixtures and equipment installed by Tenant in the demised Leased
Premises shall be new and of good quality. So long as Tenant shall not be in
default hereunder, all trade fixtures and shelving installed by Tenant in the
Leased Premises shall remain the personal property of Tenant and be removable,
by it, at any time prior to the termination of this Lease. It is agreed that
Tenant shall have five (5) calendar days after the expiration of the term of
this Lease to remove its trade fixtures. Any such removal shall be effected
without damage to the building. All such fixtures and shelving shall become a
part of the free hold and the property of Landlord upon, but only upon,
occurrence of default by Tenant hereunder and its failure to rectify same within
the time and under the conditions hereinafter provided.

19.0     LIENS:
Tenant shall, at all times, indemnify, save and hold Landlord and the Leased
Premises free, clear, and harmless from any claims, liens, demands, charges,
encumbrances, litigation, and judgments arising directly, or indirectly, out of
any use, occupancy, or activity of Tenant; or out of any work performed,
material furnished, or obligations incurred by Tenant in, upon, about, or
otherwise, in connection with the Leased Premises. Tenant shall give Landlord
notice of at least ten (10) calendar days prior to the commencement of any such
work on the Leased Premises to afford Landlord the opportunity to file
appropriate notices of non-responsibility. Tenant shall, at its sole cost and
expense, within fifteen (15) calendar days after filing of any lien of record,
obtain the discharge release thereof. Nothing contained herein shall prevent
Landlord, at the cost and for the account of Tenant, from obtaining said
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to do the same within said fifteen (15) calendar day period.

20.0     RIGHT OF ACCESS:
Landlord shall at all times have the right, with reasonable notice, to enter the
Leased Premises to inspect the same; to supply any service to be provided by
Landlord to Tenant hereunder; to exhibit the Leased Premises to prospective
purchasers or tenants; to post notices of non-responsibility; and to repair or
construct any portion of the building of which the Leased Premises is a part or
any other portion of the Complex, without abatement of rent; and may keep and
store tools, material and equipment upon the Leased Premises; and may erect
scaffolding and other necessary structures where reasonably required by the
character of the work to be performed, provided the entrance to the Leased
Premises shall not be blocked thereby; and further provided that the business of
Tenant shall not be interfered with unreasonably. Tenant hereby waives any claim
for damages for any injury or interference with Tenant's business; any loss
occasioned by the exercise of Landlord's rights hereunder. For each of the
aforesaid purposes, Landlord shall, at all times, have the right to retain a key
with which to unlock all doors in the Leased Premises "excluding Tenant's vaults
and safes). Landlord shall have the right to use any means which Landlord may
deem proper to open such doors in an emergency. Entry into the Leased Premises,
obtained by Landlord by any such means, shall not be deemed to be forcible or
unlawful entry into, or a detainer of, the Leased Premises, or an eviction of
Tenant from the Leased Premises, or any portion thereof.

21.0     DELAYED CAUSES:
If either party is delayed in the performance of any covenant of this Lease
because of any of the following causes (referred to elsewhere in this Lease as
"delaying cause"); acts of the other party; action of the elements; war, riot,
labor disputes; inability to procure, or general shortage of labor, or
materials; delay in transportation; delay in inspections; or any other cause
beyond the reasonable control of the party so obligated, whether similar or
dissimilar to the foregoing (financial inability excepted); then such
performance shall be excused for the period of the delay, and the period for
such performance shall be extended for a period equivalent to the period of such
delay; except that the foregoing shall in no way affect Tenant's obligation to
pay rent, or the length of the term of this lease.

22.0     ASSIGNMENT, SUBLETTING AND ENCUMBRANCE:

22.1     Landlord's Consent Required:
Tenant shall not assign, transfer, mortgage, pledge, hypothecate, or encumber
this Lease, or any interest therein, and shall not sublet the Leased Premises or
any part thereof without the prior, written, consent of Landlord; and any
attempt to do so, without such consent, shall be voidable and, at Landlord's
election, shall constitute a default under this lease.

22.2     Tenant's Application (Assignment and Sublease):
In the event that Tenant desires at any time to assign this Lease, or to sublet
the Leased Premises, or any portion thereof, Tenant shall submit to Landlord at
least sixty (60) calendar days prior to the proposed effective date of the
Assignment or Sublease ("Proposed Effective Date"), in writing,


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(1) a notice of Intention to Assign or Sublet, setting forth the Proposed
Effective Date, which shall be no less than sixty (60) calendar, or more than
ninety (90) calendar days after the sending of such notice; (2) the name of the
proposed Subtenant or Assignee; (3) the nature of the proposed Subtenant's or
Assignee's business to be carried on in the Leased Premises; (4) the terms and
provisions of the proposed Sublease or Assignment; and (5) such financial
information as Landlord may reasonably request concerning the proposed Subtenant
or Assigns.

22.3     Landlord's Option to Terminate:
Landlord shall have the right, to be exercised by giving, written, notice to
Tenant within thirty (30) calendar days after receipt of Tenant's
above-described notice, to terminate this Lease and recapture the Leased
Premises. If such notice of termination is given by Landlord, it shall serve to
cancel and terminate this Lease, with respect to the Leased Premises, provided,
however, that no termination of this Lease, with respect to the Leased Premises,
shall become effective without the prior, written, consent of the holder of any
first deed of trust to which this Lease is then subject.

22.4     Assignment or Sublease Profit:
In the event of any Assignment or Sublease, approved by Landlord, of all, or any
portion, of the Leased Premises, where the rental reserved in the Assignment or
Sublease exceeds the rental or pro-rata portion of the rental, as the case may
be, for such space reserved in the Lease, Tenant shall pay Landlord monthly, as
additional Rent, at the same time as the monthly installments of Rent required
hereunder, the excess of the rental reserved in the Assignment or Sublease, over
the rental reserved in this Lease, applicable to the Assigned or Subleased
space.

22.5     Fees for Review:
In the event that Tenant shall apply for Assignment, Sublease, or encumbrance
under this paragraph, Tenant shall pay to Landlord the sum of $750. as a
non-refundable fee for Landlord's time and processing incurred in connection
with reviewing such application. In addition to said fee, Tenant shall pay to
Landlord, in the event that Landlord retains the services of an attorney to
review said application, all reasonable attorney's fees incurred by Landlord in
connection with such review.

22.6     No Release of Tenant:
No consent by Landlord to any Assignment or Subletting by Tenant shall relieve
Tenant of any obligation to be performed by the Tenant under this Lease, whether
occurring before or after such consent, assignment, or subletting. The consent
by Landlord to any Assignment or Subletting shall not relieve Tenant from the
obligation to obtain Landlord's express written consent to any other Assignment
or Subletting. The acceptance of Rent by Landlord from any other person shall
not be deemed to be a waiver by Landlord of any provision of this Lease; or to
be a consent to any Assignment, Subletting, or other transfer; or to be a
release of Tenant from any obligation under this Lease. Consent to one
Assignment, Subletting, or other transfer shall not be deemed to constitute
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22.7     Assumption of Obligations:
Each Assignee or transferee, other than Landlord, shall assume all obligations
of the Tenant under this Lease and shall be and remain liable, jointly and
severally, with Tenant, for the payment of the rent, and for the due performance
of all the terms, covenants, conditions, and agreements herein contained on
Tenant's part, to be performed for the term of this lease; provided, however,
that the assignee or transferee shall be liable to Landlord for rent only in the
amount set forth in the assignment or transfer. No assignment shall be binding
on Landlord unless such Assignee, or Tenant, shall deliver, to Landlord, a
counterpart of such assignment and an instrument, in recordable form, which
contains a covenant of assumption by the Assignee, satisfactory in substance and
form, to Landlord, consistent with the above requirements; but the failure or
refusal of the assignee to execute such instrument of assumption shall not
release or discharge the Assignee from its liability.

23.0     NOTICES:

23.1     Service:
Whenever, under this lease, provision is made for notice or demand, it shall be
in writing and signed by, or on behalf of, the party giving the notice, or
making the demand; and served by registered or certified mail, overnight carrier
service, or by telegraph. If served by registered or certified mail, it shall be
deposited in the United States mail, postage prepaid, with return receipt
requested, addressed to the party to whom such notice or demand is to be given;
and shall be conclusively deemed served twenty-four (24) hours after mailing in
state where Complex is located; or seventy-two (72) hours after mailing in
another state. If served by telegraph, service to the addressee shall be
conclusively deemed made as confirmed by the telegraphic agency making delivery.

23.2     Address:
Any notice or demand to either party may be given to it at the address appearing
below its signature on the signature page of this Lease. The address of either
party may be changed for the purpose of this paragraph by notice to the other
party.

24.0     SURRENDER OF POSSESSION:
At the expiration of the tenancy created hereunder, whether by lapse of time or
otherwise, Tenant shall surrender the Leased Premises broom clean and in good
condition and repair.

25.0     QUIET ENJOYMENT:
Subject to the provisions of this Lease and conditioned upon performance of all
of the provisions to be performed by Tenant hereunder, Landlord shall secure to
Tenant, during the Lease term, the quiet and peaceful possession of the Leased
Premises and all rights and privileges appertaining thereto.

26.0     SUBORDINATION:
Landlord reserves the right to encumber the Leased Premises at any time,
including, but not limited to, sale-lease-back transactions; and upon request of
Landlord, or any mortgagee, or beneficiary under a deed of trust, or ground
lease, lessor, Tenant shall, in writing, within ten (10) calendar days


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after Landlord's written request, subordinate its rights hereunder to the lien
of any mortgage, or deed of trust, or any ground lease now, or hereafter, in
force against the land or building of which the Leased Premises is a part; and
upon any buildings hereafter placed upon the land, of which the Leased Premises
is a part; and to all advances made, or hereafter to be made, upon the security
thereof. In the event that Tenant fails to execute and/or deliver any such
subordination to Landlord within said ten (10) calendar days, Tenant hereby
irrevocably appoints Landlord as Tenant's duly authorized attorney-in-fact for
the purpose of executing and delivering any such subordination; and Tenant
hereby grants Landlord all power and authority necessary to execute and deliver
all such documents on behalf of Tenant. Tenant acknowledges that the
power-of-attorney granted hereby is coupled with an interest.

26.1     Foreclosure:
In the event any proceedings are brought for foreclosure, or in the event of the
exercise of the power-of- sale under any deed of trust, or upon termination of
any ground lease, Tenant shall attorn to the purchaser upon any such
foreclosure, or sale, or ground lessor, and recognize such purchaser, or ground
lessor as Landlord under this Lease.

26.1.1   Prior Lien:
In the event that the mortgagee, or beneficiary, of any such mortgage or deed of
trust elects to have this Lease a prior lien to its mortgage or deed of trust,
then, and in such event, upon such mortgagee's or beneficiary's giving written
notice to Tenant to that effect, this Lease shall be deemed prior in lien to
such mortgage or deed of trust, whether this Lease is dated prior to, or
subsequent to, the date of recordation of such mortgage or deed of trust.

27.0     OFFSET STATEMENT:
Tenant agrees that within ten (10) calendar days of any demand therefore by
Landlord, Tenant shall execute and deliver, to Landlord or Landlord's designee,
a recordable certificate stating that this Lease is in full force and effect;
such defenses or offsets as are claimed by Tenant, if any; the date to which all
rentals have been paid; and such other information concerning the Lease, the
Leased Premises, and Tenant, as Landlord, or said designee, may reasonably
request. In the event that Tenant fails to execute and/or deliver any such
certificate or offset statement to Landlord within said ten (10) calendar days,
Tenant hereby irrevocably appoints Landlord as Tenant's duly authorized
attorney-in-fact, for the purpose of executing and delivering any such
certificate or offset statement.

28.0     DEFAULT:

28.1     Notice and Remedies:
If the rental reserved by this Lease, or other charges to be paid hereunder by
Tenant, or any part thereof, are not paid when due and remain unpaid for a
period of three (3) business days after notice thereof, in writing, to Tenant;
or if Tenant fails to perform with diligence any other covenants or conditions
to be performed by it under this Lease, within thirty (30) calendar days after
receipt of written notice, from landlord, specifying the nature of such failure;
or if such failure requires more than thirty (30) calendar days to correct;
within such further period as is necessary, using


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due diligence at all times; or if Tenant vacates, or abandons, the Leased
premises, Tenant shall be deemed to be in default and in breach of this Lease,
and Landlord, without further notice of any kind, may at its option:

28.1.1   Damages:
Terminate Tenant's right to possession of the Leased Premises because of such
breach, and recover from Tenant all damages allowed by law, including, without
limitation, the worth at the time of the award of the amount by which the unpaid
rent, for the balance of the term after the time award exceeds the amount of
such rental loss, for the same period that Tenant proves could be reasonably
avoided, or;

28.1.2   Lease in Full Force:
Not terminate Tenant's right to possession because of such breach, but continue
this Lease in full force and effect, and in that event Landlord may enforce all
rights and remedies, under this lease, including the right to recover the rent
and all other charges due hereunder as such rent and other charges become due
hereunder.

28.1.3   Right of Re-entry:
In the event of any re-entry, Landlord may remove all persons from the Leased
Premises, and Landlord may remove all property and any signs located in, or
about, the Leased Premises and place such property in storage, in a public
warehouse, at the cost and risk of Tenant.

28.1.4   Notice of Termination
No re-entry or re-letting of the Leased Premises shall be construed as an
election by Landlord to terminate Tenant's right to possession; and this Lease,
unless a written notice of such intention is given by Landlord to Tenant, and
notwithstanding any such re-letting without such termination, Landlord may, at
any time thereafter, elect to terminate Tenant's right to possession and this
lease in the event that at such time Tenant remains in default hereunder.

28.1.5   Non-liability of Landlord:
Except in the case of Landlord's negligence or willful misconduct, Tenant hereby
waives all claims or demands for damages that may be caused by Landlord in
re-entering and taking possession of the Leased Premises; all claims or demands
for damages which may result from the destruction of, or injury to, the Leased
Premises; and all claims, or demands for damages, or loss of property belonging
to Tenant, or to any other person or firm that may be in, or about, the Leased
Premises at the time of such re-entry.

28.2     Waiver of Notice:
Notwithstanding any provision as to notice contained in this "paragraph 28", or
any other provision of this Lease relating to notice; (a) if the Tenant is
required to comply with any governmental regulation or order within a period
less than that to which Tenant would otherwise be entitled to notice hereunder,
Tenant shall not be entitled to notice from Landlord beyond the period within
which such compliance may be required by such regulation or order; or (b) if the
Leased Premises require emergency repairs which Tenant would otherwise be
obligated to make Landlord would make such repairs for the account and at the
expense of Tenant.


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28.3     Interest:
Any sum accruing to Landlord under the terms and provisions of This Lease, which
shall not be paid when due, shall bear interest at the highest lawful rate,
published by U.S. Bank of Nevada from the date the same becomes due and payable,
by the terms and provisions of this Lease until paid, unless otherwise
specifically provided in this Lease.

28.4     Other Remedies:
Nothing contained in this Lease shall limit Landlord to the remedies set forth
in this "paragraph 28", and upon Tenant's default, Landlord shall be entitled to
exercise any right or remedy then provided by law.

28.5     Guaranty of Lease:
Unless otherwise expressly provided, no guaranty of lease is revocable. If any
Guarantor of a Lease revokes, or otherwise terminates, or purports to revoke, or
otherwise terminate, any guaranty of all, or any portion of Tenant's obligation
under the Lease, the Lease shall be in default.

29.0     INSOLVENCY:

29.1     Breach of Lease:
The filing of any petition by, or against, Tenant, under any chapter of the
Bankruptcy Act; or any successor statute thereto; or the adjudication of Tenant
as a bankrupt or insolvent; or the appointment of a receiver or trustee to take
possession of all, or substantially all, of the assets of Tenant; or a general
assignment by Tenant for the benefit of creditors; or any other action taken or
suffered by Tenant, under any state or federal insolvency or bankruptcy act; and
the continuance of any of the foregoing events for thirty (30) calendar days
shall constitute a default under, and breach of, this Lease by Tenant,
regardless of Tenant's compliance with provisions of this Lease; and Landlord,
at its option, by written notice to Tenant, may exercise all right and remedies
provided for in "paragraph 28", including the termination of this Lease,
effective on service of such notice, without the necessity of further notice
under "paragraph 28".

29.1.1   Operation of Law:
Neither this Lease, nor any interest herein, nor any estate created hereby,
shall pass by operation of law, subject to all Federal and State Bankruptcy laws
and codes to any trustee, receiver, assignee, for the benefit of creditors, or
any other person whatsoever, without the prior written consent of Landlord. Any
purported transfer in violation of the provisions of this "paragraph 29.1.1"
shall constitute a default under and the breach of this Lease regardless of
Tenant's compliance with the other provisions of this Lease; and Landlord, at
its option, by written notice to Tenant, may exercise all rights and remedies
provided for in "paragraph 28", including the termination of this Lease,
effective on service of such notice without the necessity of further notice
under "paragraph 28".

29.1.2   Non-waiver:
The acceptance of rent at any time and from time to time by Landlord from Tenant
as debtor in possession, or from a transferee of the type mentioned in
"paragraph 29", shall not preclude Landlord from exercising its rights under
this "paragraph 29" at any time thereafter.


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30.0     REMEDIES CUMULATIVE:
The various rights, elections, and remedies of Landlord and Tenant contained in
this lease shall be cumulative, and no one of them shall be construed as
exclusive of any of the others, or of any right, priority, or remedy allowed, or
provided for, by law.

31.0     ATTORNEYS' FEES:
If either party (hereinafter called "non-defaulting party") is reasonably
required to incur attorneys' fees to enforce, or declare, or litigate any
provision, or right hereunder, the other party (hereinafter called "defaulting
party") shall be required to pay such fees, in a reasonable amount, provided
that the position of the non-defaulting party prevails in the matter for which
the attorneys' fees were incurred, whether in litigation or otherwise; provided
further that unless ordered by the court, written demand for such attorneys'
fees is made upon the defaulting party not later than thirty (30) calendar days
after the date when it has been determined that such party has prevailed.

32.0     WAIVER OF DEFAULTS:
The waiver by either party of any default, in the performance by the other of
any covenant contained herein, shall not be construed to be a waiver of any
preceding or subsequent acceptance of rent, or other sums thereunder, by
Landlord, shall not be deemed a waiver of any preceding default other than the
failure of Tenant to pay the particular rental, or other sum or portion thereof
so accepted, regardless of Landlord's knowledge of such preceding default at the
time of acceptance of such rent, or other sum.

33.0     NO PARTNERSHIP:
Landlord shall not in any way, or for any purpose, be deemed a partner, joint
venturer, or member of any joint enterprise with Tenant.

34.0     SUBTENANCIES:
The voluntary or other surrender of this Lease by Tenant, or mutual cancellation
of this Lease, shall not effect a merger; and shall, at Landlord's option,
terminate all existing subtenancies, or operate as an assignment to Landlord or
any, or all of, such subtenancies.

35.0     SUCCESSORS:
Each and every covenant and condition of this Lease shall bind and insure to the
benefit of the parties hereto and their successors. The term "successors" is
used herein in its broadest possible meaning and includes, but is not limited
to; executors and administrators, and every person, partnership, association, or
corporation succeeding to any interest in this Lease, or the Leased Premises of
Landlord or Tenant herein; whether such succession results from the act, or
omission of, a party; occurs by operation of law, or as the effect of the
operation of law, together with the act, or omission of, such party. Every
covenant and condition of this Lease shall be binding upon all assignees,
subtenants, licensees, and concessionaires of Tenant.

36.0     REMOVAL OF FIXTURES:
Upon the expiration of the term of this Lease, or upon any earlier


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termination thereof, Tenant shall remove, at its own expense, on or before the
termination date, all trade fixtures, equipment, and personal property which
were installed by Tenant or any subtenant, concessionaire, or licensee in, or
upon, the Leased Premises. If Tenant is in default, Landlord may prohibit such
removal by notice, in writing, to Tenant. In case of any injury, or damage to
the building, or ay portion of the Leased Premises resulting from the removal of
any such fixtures, equipment, or other personal property, Tenant shall promptly
pay to Landlord the cost of repairing such injury or damage. Tenant shall
complete such removal within five (5) calendar days unless prevented from so
doing by a delaying cause; or Landlord may, at Landlord's option, retain any, or
all, trade fixtures, equipment, and personal property; and title thereto shall
thereupon vest in Landlord without the execution of documents of sale or
conveyance by Tenant; or Landlord may remove any such trade fixtures, equipment,
and personal property from the Leased Premises and dispose of them in any manner
Landlord sees fit; and Tenant shall pay, upon demand to Landlord, the actual
expense of such removal and disposition together with interest from the date of
payment by Landlord until repayment by Tenant.

37.0     EFFECT OF CONVEYANCE:
If during the term of this Lease, Landlord sells, or exchanges, its interest in
the Complex, or this Lease, then from and after the effective date of such sale,
Landlord shall be released and discharged from any, and all, further
liabilities, obligations, and responsibilities under this Lease except those
already accrued, of which Landlord has notice at the time of sale. Tenant agrees
to attorn to such purchaser or grantee.

38.0     LANDLORD'S DEFAULT; NOTICE TO LENDER:
In the case of a monetary default, Landlord shall have a period of twenty (20)
business days, after notice thereof from Tenant, to cure such monetary default.
In the case of a non-monetary default, Landlord shall commence promptly to cure
such default immediately after receipt of written notice from Tenant, specifying
the nature of such default; and shall complete such cure within forty (40)
business days thereafter, provided that if the nature of the non-monetary
default is such that it cannot be cured within said forty-day period, Landlord
shall have such additional time as may be reasonably necessary to complete its
performance, so long as Landlord has proceeded with diligence since its receipt
of Tenant's notice and is then proceeding with diligence to cure such defaults.

39.0     CONSENT:
In consideration of each covenant made elsewhere under this Lease wherein one of
the parties agrees not to unreasonably withhold its consent or approval, the
requesting party hereby releases the other and waives all claims for any damages
arising out of, or connected with, any alleged, or claimed, unreasonable
withholding of consent or approval.

40.0     INTERPRETATION:
The captions by which the paragraphs of this Lease are identified are for
convenience only and shall have no effect upon the interpretation of this Lease.
Whenever the context so requires, the singular number shall include the plural;
the plural shall refer to the singular; the neuter gender shall include the
masculine and feminine genders; and the words "Landlord,"


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"Tenant," and "person" shall include corporations, partnerships, associations,
other legal entities, and individuals. If either party consists of more than one
person, each person shall be jointly and severally liable hereunder. If any
provisions of this Lease shall be held to be invalid by a court, the remaining
provisions shall remain in effect and shall in no way be impaired thereby.

41.0     HOURS OF BUSINESS:
Tenant shall have 24 hours per day, 7 days per week, 52 weeks per year access to
the premises.

42.0     BROKER'S COMMISSIONS:
In accordance with the Nevada Disclosure Law, Real Estate Broker representation
in this transaction is:

For Tenant:                NONE
For Landlord:              NONE

43.0     NO OPTION:
The submission of this Lease for examination does not constitute a reservation
of, or option for, the Leased Premises and this Lease becomes effective as a
Lease only upon execution and delivery thereof by Landlord and Tenant.

44.0     AGREEMENTS IN WRITING:
It is understood that there are no oral agreements between the parties hereto
affecting this Lease, and this Lease supersedes and cancels any and all
negotiations, arrangements, brochures, agreements, representations, and
understandings, if any, between the parties hereto or displayed by Landlord and
Tenant with respect to the subject matter thereof, and none thereof shall be
used to interpret or construe this Lease.

45.0     CORPORATE RESOLUTIONS:
If a corporation executes this Lease as a Tenant, Tenant shall promptly furnish
Landlord certified corporate resolutions attesting to the authority of the
officers to execute the Lease on behalf of such corporation.

46.0     PARAGRAPH HEADINGS:
The paragraph titles herein are for convenience only and do not define, limit,
or construe the contents of such paragraphs.

47.0     ENTIRE INSTRUMENT:
All of the agreements heretofore and contemporaneously made by the parties are
contained in this Lease. Landlord has made no representation to Tenant other
than those contained herein; and Tenant's reliance in entering into this Lease
is based solely on this Lease.

48.0     HAZARDOUS MATERIALS:
Tenant represents and warrants that it and its agents, servants, employees,
contractors, and anyone else acting on Tenant's behalf, shall not store,
dispose, produce, use, transport or manufacture any toxic or hazardous waste or
materials as defined or regulated by local, state, or federal law on the Leased
Premises, or any portion of the Complex. Tenant shall give Landlord


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prompt written notice of the existence of, and/or Tenant's discovery of, the
presence of, or contamination of, the Leased Premises or the Complex with
hazardous, or toxic waste and/or materials. In the event Tenant, or any of its
agents, servants, employees, contractors, or anyone else acting on Tenant's
behalf violates the foregoing provision by storing, disposing, producing, using,
transporting or manufacturing any toxic or hazardous waste or materials in, on,
or about the Leased Premises or the Complex, Tenant shall indemnify, defend and
hold Landlord harmless from any damage, claim, injury, cost or liability arising
therefrom, or related thereto, including all costs of cleanup, attorneys' fees,
and court costs. The cleanup and disposal in a reasonable manner of such waste
or materials shall be performed by Tenant at Tenant's sole cost and expense and
shall be performed in accordance with all applicable laws, rules, regulations,
and ordinances. The foregoing notwithstanding, Landlord, in Landlord's sole and
absolute discretion, may elect, by written notice to Tenant, to perform the
cleanup and disposal of such waste or materials from the Leased Premises and/or
the Complex. In such event, Tenant shall pay to Landlord the actual cost of same
upon receipt from Landlord of Landlord's written invoice thereof.

49.0     ACCEPTANCE OF LEASED PREMISES:
Upon delivery of possession of the demised Leased Premises from Landlord to
Tenant and the acceptance thereof by Tenant, Tenant agrees to take the demised
premise; the building in which the demised Leased Premises are located; the
common area, including the parking areas, and the Complex "as is". Tenant
acknowledges that the taking of possession of the demised Leased Premises; the
building in which the demised Leased Premises are located; the common area
including the parking area, are in a condition satisfactory to Tenant.

51.0     FORCE MAJEURE:
Whenever a day is appointed herein in which, or a period of time is appointed in
which, either party hereto is required to do, or complete, any act, matter, or
thing, the time for the doing, or completion thereof, shall be extended by a
period of time equal to the number of days on, or during, which such party is
prevented from, or is unreasonably interfered with the doing, or completion, of
such act, matter, or thing; because of labor disputes, civil commotion; war,
warlike operation, sabotage; governmental regulations or control; fire or other
casualty; inability to obtain any materials; or to obtain fuel or energy;
weather or other acts of God; or other causes beyond such party's reasonable
control (financial inability excepted); provided, however, that nothing
contained herein shall excuse Tenant from the prompt payment of any Rent or
charge required of Tenant hereunder; and nothing herein shall excuse Tenant's
default hereunder for creating any nuisance, illegal condition; or condition
which causes, or threatens, serious injury to life, limb or property.

52.0     MISCELLANEOUS:

52.1     Rent Prorated:

If this Lease is terminated pursuant to any provision hereof and Tenant is not
if default hereunder, Rent shall be pro-rated as of the date of termination.


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52.2     Rights Accumulative:
The various rights, options, elections and remedies of Landlord and Tenant
respectively contained in this Lease shall be cumulative; and no one of them
shall be construed as exclusive of any other, or of any right, priority, or
remedy allowed, or provided for, by law and not expressly waived in this Lease.

52.3     Benefit of Heirs:
The terms, provisions, covenants and conditions contained in this Lease shall
apply to, bind, and inure to the benefit of the heirs, executors,
administrators, legal representatives, successors and assigns (where assignment
is permitted) of Landlord and Tenant, respectively, except as otherwise provided
in this Lease.

52.4     Court of Jurisdiction:
If any term, provision, covenant or condition of this Lease, or any application
thereof, should be held by a court of competent jurisdiction to be invalid,
void, or unenforceable; all provisions, covenants and conditions of this Lease,
and all applications thereof not held invalid, void, or unenforceable shall
continue, in full force and effect, and shall in no way be affected, impaired,
or invalidated thereby.

52.5     Time is of the Essence:
Time is of the essence of this Lease Agreement and of the terms, provisions,
covenants and conditions hereof.

52.6     Oral Termination:
This Lease contains the entire agreement between the parties and cannot be
changed or terminated orally.

52.7     Laws of State:
The laws of the state where the Complex is located govern the validity,
construction, and effect of this Lease.

52.8     Words of Obligation:
Whenever, in this Lease, any words of obligation or duty are used, in connection
with either party, such words shall have the same force and effect as though
framed in the form of covenants on the part of such party.

52.9     Multiple Persons:
In the event either party hereto, now or hereafter, shall consist of more than
one person, firm, corporation, or other legal entity, then, and in such event
such persons, firms, corporations, or other legal entities shall be jointly, and
severally liable as parties hereunder, provided, however, nothing herein shall
be deemed to impose personal liability on any limited partner of Landlord.

52.10    Third Party Beneficiary:
Tenant acknowledges that, by entering into this Lease with Landlord, Tenant has
not become a third- party beneficiary of any Lease between Landlord and any
other tenant; and that no part of the inducement to Tenant to enter into this
Lease was any promise or covenant of Landlord, express or implied, to enforce
any other Lease for the benefit of Tenant.


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52.11    Captions Descriptive:
The captions appearing at the commencement of the paragraphs hereof are
descriptive only, and for convenience in reference to this Lease; and in no way
whatsoever define, limit, or describe the scope, or intent, of this Lease; nor
in any way affect this Lease. In addition, in the event that a "Lease Summary"
or other cover sheet shall be attached to the front of this Lease, it shall be
for convenience only, and it shall not, in any way, affect the terms of this
Lease; nor shall it be used in limiting, construing, or defining any term,
covenant, or condition of this Lease.

52.12    Terms and Provisions Confidential:
Tenant covenants and agrees to keep the terms and provisions of this Lease
confidential; and not to disclose said terms and provisions to any person, or
entity, whatsoever (except as may be required by law, or by any governmental
entity). Tenant acknowledges that Landlord may have made special concessions to
Tenant to induce Tenant to execute this Lease, which if known could damage
Landlord's future business and/or bargaining power. Tenant therefore agrees that
any breach of the covenant contained in this paragraph, by Tenant, can be an
automatic and incurable default of this Lease.

52.13    Tenor of Language:
This Lease shall not be construed either for, or against, Landlord or Tenant;
but this Lease shall be interpreted in accordance with the general tenor of its
language.

52.14    Legal Advice:
Tenant acknowledges that Tenant has been advised by Landlord and/or Landlord's
agents to consult an attorney in connection with the negotiation and execution
hereof; and that neither Landlord nor Landlord's agent has given Tenant any
legal advice.

52.15    Payment of Additional Rent:
Tenant agrees that all amounts or charges, (except for basic Rent), to be paid
by Tenant to Landlord, pursuant the terms and provisions of this Lease, shall be
conclusively deemed to be additional Rent with the exception of basic rent.

53.0     RECORDATION PROHIBITED:
Except upon the, written, consent of Landlord, neither Tenant, nor anyone acting
on behalf of Tenant, shall record this Lese; nor any memorandum or notice
thereof; nor cause the same to be recorded.

54.      FINANCIAL STATEMENTS:
Tenant agrees to prepare and keep (a) quarterly financial statements, and (b)
annual financial statements, both of which shall be prepared in accordance with
generally accepted accounting principals. Within ten (10) calendar days after
Landlord's written request therefor, Tenant shall furnish true and correct
copies of Tenant's most recent quarterly financial statement and Tenant's most
recent annual financial statement to Landlord. Said annual financial statement
shall be accompanied by a letter from a firm of certified public accounts,
stating that it was prepared by them in accordance with generally accepted
accounting principals.


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55.0     LENDER SPECIFIC REQUIREMENTS

Notwithstanding anything to the contrary contained in or inferrable from any
provision of this lease, for so long as the complex is encumbered by a Deed of
Trust in favor of Archon Financial, LP or its successors and assigns, as
beneficiary thereof, tenant acknowledges and agrees:

a.     Tenant does not have and shall not have (i) any option to purchase any
portion of the complex or lease any portion of the complex at any rental rate
which is below comparable market rates (taking into account the value of tenant
improvements), (ii) any right of first refusal to purchase any portion of the
complex, (iii) any right to prematurely terminate the lease term, (iv) any
non-disturbance or similar recognition agreement unless and except to the extent
approved by the beneficiary of such Deed of Trust, (v) any right to require that
landlord rebuild the complex or any portion thereof in connection with a
casualty or condemnation of any portion of the complex or which might adversely
affect the rights of the beneficiary of such Deed of Trust without the prior
written consent of such beneficiary, or (vi) any option of renewal or expansion
at any rental rate which is substantialy below comparable market rates (taking
into account the value of tenant improvements) or less than the rental rates
paid by tenant during the initial lease term.

b.   This lease is and shall be subject and subordinate to the lien of such Deed
of Trust, without the necessity of executing any additional agreements,
declarations, certificates, instruments or documents to effectuate such
subordination.

c.    In the event the beneficiary of the Deed of Trust referred to above takes
possession and/or ownership of the property through foreclosure, deed in lieu of
foreclosure, or otherwise, tenant hereby agrees to attorn to such beneficiary
upon notice to such tenant by beneficiary. If the complex or any portion thereof
containing the premises are sold pursuant to a foreclosure, or transfer by deed
in lieu of foreclosure, tenant shall attorn to the purchaser thereof (including
such beneficiary).

d.     No provision of section 8.2 or section 10.3 (conduct of business within
interior of premises), section 4.1 (continuous occupancy), section 17.0
(restricted competition), section 26.0 (subordination), or section 26.1
(attornment), or section 55.0 (lender specific requirements) of this lease
agreement may be amended in any respect without the consent of the beneficiary
and that any purported amendment thereof without the consent of such beneficiary
shall be absolutely void.


TENANT:


   /s/ KENNETH W. WALTHER
---------------------------------------
Ken Walther

NOTIFICATION ADDRESS:
Lazer Tech Designsm, Ltd. 5275 S. Arville, Space 116
Las Vegas, NV  89103


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LANDLORD:


   /s/ B. J. POOLE
------------------------------------------
Angela Garrett
South Tech Hacienda, LLC
4425 South Aldebaran
Las Vegas, Nevada  89103
(702) 895-9999





















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