EXHIBIT 10.7



                                      LEASE
                                      -----

         This  lease is made and  entered  into as of the 1st day of  September,
2004 by and between U.S.  Flue-Cured  Tobacco  Growers  Inc.,  a North  Carolina
Corporation  with an office located at 250 Crown  Boulevard,  Timberlake,  North
Carolina 27583,  hereinafter  referred to as "Landlord",  and Wellstone Filters,
Inc, a Delaware  Corporation,  with an office  located at 121  Farrington  Ave.,
Sleepy  Hollow,  N.Y.  10591,  hereinafter  referred to as "Tenant",  for and in
consideration of the mutual covenants set out herein and other good and valuable
consideration as follows:

                                   WITNESSETH:

         1. PREMISES.

              1.1 Office Space. Landlord hereby demises and leases to Tenant and
Tenant  hereby takes and hires from  Landlord for the term and subject to all of
the  conditions  hereof,  the office space in the area referred to as the "Human
Resources  Department"  belonging  to the  Landlord  and  located  at 250  Crown
Boulevard,  Timberlake,  North Carolina (the  "Premises"),  as more particularly
described  in Schedule A hereto,  which  attachment  is hereby  incorporated  by
reference,   together  with  ingress  and  egress  through  the  Human  Resource
Department  entrance  only 24 hours a day, 7 days a week.  Also  included in the
Premises shall be six (6) designated  parking spaces in the parking lot adjacent
to the  security  entrance  to the  building.  Landlord  reserves  the  right to
relocate  Tenant to another section of the building during the Term of the Lease
or any  subsequent  renewal,  with an  appropriate  adjustment  to the Base Rent
should the new space be smaller in total  square  footage.  Any such  relocation
will be performed in a manner so as not to disrupt  Tenant's  ordinary course of
business.

              1.2  Processing  Equipment.  Landlord  hereby  grants  to Tenant a
non-exclusive  license for the term and subject to all of the conditions  herein
for the specific and scheduled use of the processing equipment herein identified
as the  Pilot  Plant  and  the  Cigarette  Making  Plant.  Tenant's  use of this
equipment  will be  subject  to  submitting  a written  request  one (1) week in
advance of Tenant's  need for such use, and subject to the  availability  of the
equipment relative to Landlord's operating schedule and Landlord's personnel.

         2. TERM AND TERMINATION.

              2.1 Term. The term of this Lease shall be six months, beginning on
the  Commencement  Date (as  defined  below)  and  ending  six  months  from the
Commencement  Date at midnight (the "Term"),  unless sooner terminated as herein
provided.  At Tenant's  option,  Tenant shall have the right to renew this Lease
for one (1)  additional  Term on the same terms and  conditions set forth herein
except that Landlord  shall have the right to increase Base Rent for any renewal
term.  To exercise such option,  Tenant shall give  Landlord  notice of Tenant's
intention to exercise the option in writing at least thirty (30) days before the
effective termination date of the initial Term.

              2.2 Commencement Date. The Commencement Date shall be September 1,
2004.

                                       1
<PAGE>

              2.3 Tenant's  Right to  Terminate.  At any time during the Term of
this Lease,  (i) in the event that the Premises  are, or become,  in a condition
which  substantially  interferes  with  Tenant's  ability to use the Premises as
contemplated in Paragraph Six (6) hereof and such condition  continues following
the expiration of a fifteen day cure period  commencing on the date of notice to
Landlord  of such  condition,  or  (ii) in the  event  that  Landlord  withdraws
approval for the use by Tenant of any previously approved substance or material,
Tenant  shall  have the right to  terminate  the  Lease by  notice  to  Landlord
effective 30 days from the date of such notice.

         3. RENT.

              3.1 Base Rent - Office  Space.  All rent  relative to office space
shall be payable  by Tenant on or before  the first  (1st) day of each and every
month in advance and without  previous demand  therefore by Landlord and without
setoff or  reduction.  Tenant shall pay to Landlord a base rent of $1,750.00 per
month beginning September l, 2004 (the "Base Rent").

              3.2 Full Service Rent - Office Space. Tenant shall pay to Landlord
a full service rent of $500 per month for services  including but not limited to
maintenance,  utilities,  janitorial,  access  to common  areas  and  restrooms,
payment of property taxes, use of copiers,  phones, faxes, and use of Landlord's
cafeteria.  A  telephone  system  with  headsets  will be  provided.  It will be
Tenant's  responsibility  to contract  phone service and pay all the  respective
telephone charges billed to Tenant by the contracted telephone service company.

              3.3 Processing  Equipment Rent. All rent for processing  equipment
shall be payable by Tenant on or before the day  preceding  the scheduled day of
use.  Tenant,  in  addition  to  reimbursing  Landlord  for costs (such costs to
include  labor,  material,  and  variable  overhead),  shall pay to  Landlord an
equipment  rental fee of $750.00  for use of the Pilot Plant and $750.00 for the
use of the Cigarette  Making Plant,  for any sample run which  requires four (4)
hours or less machine time.  Any sample run  requiring  more then four (4) hours
machine  time,  but less than  eight (8)  hours  machine  time will be billed to
Tenant at $1250.00.  The charge for any sample run requiring more than eight (8)
hours machine time will be determined at the time the sample is requested.

         4.  SECURITY  DEPOSIT.   Tenant  shall  deposit  $2,250.00   ("Security
Deposit") with Landlord to secure Tenant's performance of its Lease obligations.
If Tenant defaults  hereunder,  Landlord may, after giving five (5) days advance
notice to Tenant, without prejudice to Landlord's other remedies,  apply part or
all of the Security Deposit to cure Tenant's  default.  If Landlord so uses part
or all of the  Security  Deposit,  then Tenant  shall within ten (10) days after
written demand, pay Landlord the amount so used by Landlord, in order to restore
the Security  Deposit to its original  amount.  Any part of the Security Deposit
not used by Landlord as permitted by this paragraph  shall be returned to tenant
within fifteen (15) days after this Lease terminates.

         5.  INSURANCE.  Tenant shall at all times during the term hereof at its
sole cost and  expense  procure  and  maintain  in force and  effect  commercial
general liability insurance, including contractual liability and personal injury
with combined single limit coverage of not less than $1,000,000.00.

                                       2
<PAGE>

         6. USE OF PREMISES.  The  Premises  shall be used by Tenant for general
office purposes and for conducting  experimental production of tobacco products.
Tenant  shall  not  conduct  activities  on  the  Premises  additional  to or in
expansion  of said stated  purposes.  Tenant shall comply with the terms of this
Lease and with all laws,  ordinances and  regulations  of any lawful  authority,
including  any and all  lawful  zoning  ordinances  now in force  or  which  may
hereafter be adopted,  affecting the use of the subject Premises, and shall keep
the Premises in a neat and clean condition. Any failure by Tenant to comply with
the  foregoing  requirements  shall give  Landlord the option to terminate  this
Lease by  written  notice to Tenant,  without  prejudice  to any other  remedies
Landlord may have for such breach.

         7. MAINTENANCE AND ALTERATION OF PREMISES.

              7.1 Tenant's  Acceptance  of Premises.  Tenant  represents  to the
Landlord  that it has  examined  and  inspected  the  Premises  and  accepts the
Premises.  Landlord makes no  representation  or warranty as to the condition of
said Premises.

              7.2 Repairs by Landlord. Landlord shall be responsible for keeping
the foundations,  roof,  exterior walls, floor,  electrical  (including heating,
ventilation and air conditioning systems), plumbing, alarm systems, exterior and
interior walls, exterior and interior doors, and structural portions of Premises
in good  order and  repair;  provided,  however,  that  Tenant  shall  reimburse
Landlord within ten (10) days following  Landlord's  request to Tenant and proof
of Landlord's  repair costs for any repairs  occasioned by reason of the acts or
negligence  of  Tenant,  its  employees,   agents,   invitees,   licensees,   or
contractors.  Tenant shall give Landlord written notice of the necessity for any
repairs  required to be made by Landlord  and  Landlord  shall have a reasonable
period of time thereafter to make such repairs.

              7.3  Maintenance  by Tenant.  Tenant  shall keep clean and in good
order and shall not damage the Premises, ordinary wear and tear only excepted.

              7.4 Alterations.  Tenant may not, without Landlord's prior written
consent,  make  structural  improvements  or  alterations  upon the  Premises or
install  fixtures or equipment  which  require  holes to be made in the walls or
floors.

              7.5 General  Conditions.  Any work performed by Tenant or Landlord
shall be done in a good and  workmanlike  manner.  At no time may  Tenant do any
work that results in a claim of lien against  Landlord  which is not  discharged
within  thirty (30) days,  and if requested by Landlord on  termination  of this
lease or vacation of the Premises by Tenant,  Tenant  shall  restore at Tenant's
sole expense the Premises to the same  condition as existed at the  commencement
of the Term. Landlord,  however, may elect to require Tenant to leave structural
alterations performed by Tenant.

         8. QUIET  ENJOYMENT.  Landlord hereby covenants and warrants that it is
seized and  possessed of a fee simple  absolute  interest in and to the Premises
and that subject to the terms and conditions herein set forth, Tenant shall have
and enjoy the  Premises  during the term  hereof,  provided  that no  reasonable
action of  Landlord in  repairing  and  restoring  the  Premises  which does not
substantially  interfere  with  Tenant's  business for a period of more than ten
(10) days shall be deemed a breach of this  covenant or give Tenant any right to
modify  this Lease  either as to the Term,  rent  payable  or other  obligations
performed.  Landlord  shall not be responsible or liable to Tenant for injury or
damage  resulting  from acts or omissions of persons  other than  Landlord,  its

                                       3
<PAGE>

employees,  agents, or  representatives,  licensees or invitees of for injury or
damage resulting to Tenant or its personal  property from bursting,  stoppage or
leaking of water, gas, sewer or steam pipes except for such loss or damage which
arise from the willful or  negligent  conduct of Landlord or for failure to make
repairs in a timely fashion after due notice from Tenant.

         9.  DESTRUCTION OF PREMISES.  If a substantial  portion of the Premises
are  destroyed  by fire or other  casualty  not  resulting  from the wrongful or
negligent act of Tenant,  and  comparable,  substitute  space is not  available,
either  Landlord or Tenant may,  by written  notice  given not later than thirty
(30) days after the date of such destruction,  terminate this Lease. If there is
partial  destruction  and Tenant  reasonably is required to close its operations
during  repairs,  rent shall  abate  while so  closed,  but if Tenant is able to
continue its operations during repairs, rent shall be adjusted and prorated in a
proportion  which the area of unusable  space in the Premises bears to the total
space in the Premises or Landlord shall provide additional, comparable space. In
the event that Tenant  elects to use part of the  Premises,  Landlord  shall not
incur any  liability  for any loss to  Tenant's  personal  property  during such
partial use. If the damages are such during partial use, that Landlord or Tenant
concludes that restoration cannot be completed within sixty (60) days,  Landlord
or Tenant may at its option terminate this Lease. If the Premises are damaged by
cause due to fault or neglect of Tenant,  its agents,  employees,  invitees,  or
licensees,  Landlord  may  repair  such  damage  and  Tenant  shall be liable to
Landlord  for the  cost of  repairs,  and  there  shall be no  apportionment  or
abatement of rent.

         10. CONDEMNATION.  If the whole or any part of the Premises is taken by
any  governmental  agency or  corporation  vested  with the right of exercise of
eminent domain, whether such taking be effected by court action or by settlement
with the agency  exercising or  threatening  to exercise such power,  and if the
portion of the Premises so taken renders the remainder of the Premises unfit for
the use thereof by Tenant,  the Tenant shall have the option to  terminate  this
Lease, which option must be exercised within thirty (30 days) of such taking. If
Tenant shall not so elect to terminate,  or the taking does not  interfere  with
its use of the  Premises  to the extent  that  Tenant does not have an option to
terminate, there shall be an adjustment of the annual rental reflecting on a pro
rate basis any reduction in Tenant's leased space.  All the  condemnation  award
except for damage to or the taking of Tenant's  personal  property  and Tenant's
relocation award, if any, shall belong to the Landlord.

         11.  ASSIGNMENT - SUBLEASE.  Tenant may not assign this Lease,  and may
not sublet  further or permit the use by a third party of any part or all of the
Premises  without the written  consent of the Landlord,  save and except for any
assignment for sub-letting by and between  Wellstone Filters Inc. and its wholly
owned  subsidiary,  Wellstone  Tobacco C. which  assignment  for  sub-letting is
permitted.

         12.  LANDLORD'S  ACCESS TO  PREMISES.  Landlord  shall  have the right,
either  itself or through its  authorized  agents,  to enter the Premises at all
reasonable  times in a  reasonable  manner,  to examine  the same,  to make such
repairs, alterations, or changes as Landlord deems necessary; provided, however,
that  Landlord  shall give Tenant  reasonable  notice of any proposed  access by
Landlord,  obtain  Tenant's  written  consent to any  proposed  alterations,  or

                                       4
<PAGE>

changes  and ensure no  unreasonable  disruption  of  Tenant's  business  on the
Premises at such time as Landlord makes repairs.

         13. DEFAULT.

              13.1 Events of Default.  The  occurrence  of any of the  following
shall be an event of default hereunder:

                     13.1.1 Should Tenant  default in paying any  installment of
the rental hereunder and such default  continues for five (5) days after written
notice of such default from Landlord; or,

                     13.1.2  Should  Tenant  default  in  paying  any  other sum
covenanted  to be paid by Tenant  hereunder  and fail to pay the same within ten
(10) days after written notice from Landlord; or,

                     13.1.3 Should Tenant default in performing any of the other
terms,  provisions or covenants of this Lease and fail,  within twenty (20) days
after written notice from Landlord,  to cure such default,  or as to any default
not curable  within such twenty (20) day period  should Tenant fail to institute
appropriate  action to cure such default  within such twenty (20) day period and
thereafter prosecute such action with due diligence and continuity; or,

                     13.1.4  Should  Tenant  file or have  filed  against it any
petition or action for relief under any creditor's  law,  including  bankruptcy,
reorganization, or similar actions, either in state or federal court, and should
Tenant fail,  within one hundred and twenty (120) days after  written  notice of
such petition or action for relief, to succeed in having dismissed such petition
or action for relief.

              13.2  Remedies upon Event of Default.  Upon the  occurrence of any
event of default,  then Landlord may, at its option and at any time  thereafter,
do any of the following:

                     13.2.1 Terminate this lease by notice to Tenant,  whereupon
this Lease shall end,  and Tenant  shall be liable for and shall pay to Landlord
the present  value of all rental and other  indebtedness  which would  otherwise
have become due and  payable  during the  remaining  portion of the term of this
Lease (had such  terms not been  terminated  by  Landlord)  using a 5%  discount
factor.

                     13.2.2 As Tenant's agent,  without  terminating this Lease,
enter  upon and use its best  efforts  to rent the  Premises  at the best  price
obtainable  by  reasonable  effort,  without   advertisement,   and  by  private
negotiations,  for any term Landlord deems proper. Tenant shall remain liable to
Landlord for the deficiency,  if any,  between the rental and other sums payable
by Tenant  hereunder  and the rent,  if any,  obtained by Landlord on reletting,
after  deducting  any  attorneys  fees,  commissions  or other  expenses paid or
incurred by Landlord with respect to such reletting.

                                       5
<PAGE>

         14. REPRESENTATIVES. Landlord's representative shall be

                           Name:    Tim Jackson
                           Tel:     919-645-6041
                           Fax:     336-599-3217

or designee,  who shall act for Landlord in any and all matters relative to this
Lease, and Tenant's representative, shall be

                           Name:    Learned J. Hand
                           Tel:     914-924-0090
                           Fax:

or his  designee,  who shall act for Tenant in any and all  matters  relative to
this Lease and bearing on the performance of it obligations hereunder.

         15. NOTICE.  Any notice which Landlord or Tenant is required or desires
to give to the other  shall be given in  writing  and  either  delivered  at the
office of the designated  representative  for that party, or sent by telefax and
certified mail, return receipt requested to:

      If to Landlord:                       If to Tenant:

      USFCTG                                Wellstone Filters
      250 Crown Boulevard                   250 Crown Boulevard
      Timberlake, North Carolina 27583      Timberlake, North Carolina 27583
      Attention: Mr. Tim Jackson            Attention: Mr. Jeremiah Hand
      Telefax: 336-599-3217                 Telefax: 336-599-3217

      with a copy to:                       with a copy to:

      Flue-Cured Tobacco Cooperative        Diversified Business Consulting, LLC
         Stabilization Corporation          14 Covington Lane
      Attention: Arnold Hamm                Durham, North Carolina 27712
      1304 Annapolis Drive                  Attention:  Mr. Samuel Veasey
      Raleigh, North Carolina 27608         Telephone:  919-471-6155
      Telefax:  919-821-4564

Any  notice  hereunder  shall be deemed to have been  given at the time the hand
delivery is so made,  or the date on which the telefax is sent,  as evidenced by
confirmed telefax receipt.

         16. INDEMNIFICATION.

              16.1  Tenant's  Indemnification.   Tenant  does  hereby  agree  to
indemnify,  defend and hold  harmless  Landlord,  and any  employee  or agent of
Landlord from all losses, claims, damages, injuries, liabilities, litigation and
other expenses (including  reasonable attorneys fees and other disbursements and
costs)  which may arise or be claimed  against  Landlord  and be in favor of any

                                       6
<PAGE>

persons or other  entities  for (i) any injuries or occupancy of the Premises by
Tenant  (ii) any acts,  omissions,  negligence  or fault of Tenant,  its agents,
contractors,  employees,  licensees,  visitors,  customers,  patrons or invitees
(iii) Tenant's failure to comply with any laws,  statues,  ordinances,  codes or
regulations  (including  without  limitation  laws relating to the use,  storage
and/or  disposal of chemicals),  or (iv) any default by Tenant in the observance
or performance of any obligations set forth in the Lease.  Landlord shall not be
liable to Tenant for any damages,  losses or injuries to the persons or property
of  Tenant,  except to the  extent  attributable  to  conduct  or actions of the
Landlord or its agents.  In the event that Landlord shall be made a party to any
litigation  commenced  against  Tenant or  otherwise  regarding  Tenant's use or
occupancy of the  Premises,  Tenant shall  indemnify,  protect and hold Landlord
harmless and shall pay all costs,  expenses and attorney's  fees,  disbursements
and costs  incurred or paid by Landlord in connection  with such  litigation and
any appeal  thereof.  Tenant agrees that all personal  property of Tenant and/or
its employees, servants, agents or licensees shall be the sole responsibility of
Tenant  and  Landlord  shall not be liable for theft or damage of or to any such
personal  property,  except to the extent  attributable to conduct or actions of
the Landlord or its agents.  Tenant shall not rely on Landlord nor hold Landlord
responsible  for the  provision of security or  maintenance  of insurance of any
kind.  The  provisions  of  this  Paragraph  shall  survive  the  expiration  or
termination of this Lease.

              16.2  Landlord's  Indemnification.  Landlord  does hereby agree to
indemnify,  defend and hold harmless  Tenant and any employee or agent of Tenant
against all liability (other than liabilities  which are solely or partially the
fault of the Tenant) arising from the gross  negligence or intentional  wrongful
acts of Landlord.

         17. HOLDING OVER. Tenant shall not hold over possession of the Premises
after the  expiration  or sooner  termination  of the Term  without  the express
written  consent of Landlord.  Tenant  shall  indemnify  Landlord  for, and hold
Landlord harmless from and against, any and all liabilities arising out of or in
connection with any delay by Tenant in  surrendering  and vacating the Premises,
including,  without limitations,  any claims made by any succeeding tenant based
on any delay and any  liabilities  arising  out of or in  connection  with these
claims.  If possession of the Premises is not surrendered to the Landlord on the
expiration  or sooner  termination  of the Term, in addition to any other rights
and remedies of Landlord  hereunder or at law or in equity,  for the time during
which Tenant holds over in the Premises,  Tenant shall pay Landlord as Base Rent
a sum equal to two (2) times the then current Base Rent in addition to all other
rent  payable  under this Lease.  If any tenancy is created by Tenant's  holding
over,  the tenancy  shall be on all of the terms and  conditions  of this Lease,
except that rent shall be increased as set forth above and the tenancy  shall be
a month-to-month tenancy. Nothing in this Paragraph 17 shall be deemed to permit
Tenant to retain  possession  of the  Premises  after the  expiration  or sooner
termination of the Lease Term.

         18. MISCELLANEOUS.

              18.1  Severability.  The  invalidity  of any portion of this Lease
shall not have any effect on the balance hereof.

              18.2  Binding  Effect.  This  Lease  shall  be  binding  upon  the
respective parties hereto, their successors and permitted assigns.

                                       7
<PAGE>

              18.3 Entire  Agreement/Modifications.  This Lease  supersedes  and
cancels all prior  negotiations  and  agreements,  written or oral,  between the
parties  concerning the Premises.  Any changes to this Lease shall be in writing
signed by both parties.

              18.4  Grammatical  Construction.  The singular  shall  include the
plural and the  masculine  shall  include the  feminine as the context  shall so
require.

              18.5 Consent.  Wherever this Lease  requires the consent of either
party to any action, such consent shall not be unreasonably withheld or delayed.

              18.6 Waiver. The waiver by either party of any breach of any term,
covenant or  condition  herein  contained  shall not be deemed to be a waiver of
subsequent  breach of the same or any other term,  covenant or condition  herein
contained.

              18.7 Governing Law. This Lease shall be governed by, and construed
and enforced in accordance with, the laws of the State of North Carolina.

                                       LANDLORD:
                                       U.S. Flue-Cured Tobacco Growers Inc.



                                       By:
                                       Name:
                                       Title:



                                       TENANT:
                                       /s/ Learned Hand



                                       Name:        Learned Hand
                                       Title:        CEO


                                       8