EXHIBIT 10.4 LEASE AGREEMENT 1. This agreement is made this 20th day of November, 1995 effective November 14, 1995. 2. PARTIES: The parties to this Lease are the owners of property, George J. Walck and Joseph C. Walck, individuals (herein "Landlord"),...

EXHIBIT 10.4

LEASE AGREEMENT

1. This agreement is made this 20th day of November, 1995 effective
November 14, 1995.

2. PARTIES: The parties to this Lease are the owners of property,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, individuals (herein "Landlord"), and the
lessee of property, Kaire International, Inc. a Nevada corporation (herein
"Tenant").

3. PURPOSE: The purpose of this Lease Agreement (herein "Lease") is
to provide for the lease of commercial office space and use of existing common
areas.

4. AGREEMENT: In consideration of the promises and agreements
contained herein, Landlord leases to Tenant and Tenant rents from Landlord
certain office space as described herein, for the terms stated herein.

5. PREMISES: The property herein leased by Landlord to Tenant is
the exclusive use of six thousand four hundred (6,400) square feet of unfinished
commercial office space being the first floor of the structure located at and
commonly known as ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Colorado, plus exclusive use of the parking area north and west of such
structure and non-exclusive use of two parking spaces behind the convenience
store adjacent to the structure to be occupied by Tenant (herein "Premises").
Every reference herein to "Exclusive Premises" or "Premises" shall be a
reference only to the 6,400 square feet of actual office space rented. Landlord
may at its option construct a new parking area west of the structure in which
the Premises are situated with such parking lot to be of an equivalent condition
and of an equivalent size to that now existing on the north side of the
Premises.

6. TERM: (A) The term of this lease shall be from the Effective Date
of this agreement set forth above and terminating at 11:59 p.m. on the last day
of February, 1996.

(B) The parties have agreed that Tenant shall have two options to
extend this Lease for a period of one additional one year from March 1, 1996 on
the same terms contained herein, and for a second year, with rent to be adjusted
for the second option year based on the increase or decrease in the Consumer
Price Index from the base period until February 1, 1996. The CPI to be utilized
will be the "All Urban Consumers, Western States Average" most recently
published before the base period date and any adjustment date. The base period
for the purpose of adjustment shall be November 1, 1995. Tenant shall give
Landlord 45 days prior notice of Tenant's election to exercise an option granted
herein.

(C) If Landlord and Tenant agree to enter into a new lease of the
Premises after the expiration of the term of this lease agreement as set forth
in Paragraph 6(A) and (B) above, the parties recognize that the lease rental
payments shall be adjusted to the then current market conditions and may also be
adjusted to account for the then current real property tax liabilities of
Landlord.

7. OCCUPANCY: (A) Tenant will receive possession of the Premises
upon the first day of the term of his lease.

8. RENT: (A) Beginning on the Effective Date of this agreement as
set forth above and continuing during the period of this lease while Tenant's
employees are not occupying the Premises as office space but not to extend
beyond August 1,1996, Tenant shall pay to Landlord a monthly rental amount of
$2,560.00. Rental amounts due shall be prorated for any partial calendar month
period.

(B) Beginning on the earlier of (i) the date Tenant's employees
occupy the Premises (ii) August 1,1996, Tenant shall pay to Landlord a monthly
rental of $2,827.00. Rental amounts due shall be prorated for any partial
calendar month.

(C) The rental amounts due from Tenant shall be paid on the first
day of each month with any adjustment to the monthly rental amount owing in the
month Tenant occupies the Premises pursuant to (B) above being paid on the first
day of month following Tenant's occupation of the Premises pursuant to (B).

(D) The rental amounts payable by Tenant hereunder shall be paid
directly to First National Bank of Longmont, to be credited to the account of
Landlord according the terms of the certain deed of trust dated October 15, 1991
between Landlord and Bank. Tenant's checks to Landlord shall be joint checks
made payable to Landlord and First National Bank of Longmont.

9. SECURITY DEPOSIT: Tenant shall deposit with Landlord prior to the
beginning of the term of this Lease the amount of $2,500.00 to be held by
Landlord for the faithful performance of all of the terms, conditions and
covenants of this Lease. The Landlord may apply such deposit to cure any default
under the term of this Lease and shall account to the Tenant for the balance.
Landlord shall account to Tenant within sixty days after the end of this Lease
or other termination of this Lease for the application of any amounts of the
deposit to obligations of the Tenant, and shall return the balance. Tenant is
given the right to use such security deposit as payment of the last month's rent
for the last month Tenant occupies the Premises under the terms of this lease
agreement.

10. USE:

10.1 USE: Tenant shall use the Premises as commercial office space
and a parking area to conduct only such activities as are consistent with
Tenant's normal course of business.

10.2 SUITABILITY. (A) Tenant acknowledges that neither Landlord nor
any agent of Landlord has made any representation or warranty with respect to
the Premises or with respect to the suitability of the Premises for the conduct
of Tenant's business. Any costs related to Tenant's modification of the Premises
shall be paid by Tenant, except that Landlord may remove the following items in
a timely manner deemed to be within 10 days of Tenant's written notice to
Landlord of Tenant's request that they be removed: rollup doors and openers,
infrared heaters and thermostats, plumbing items as o requested by Tenant,
electrical items or fixtures as requested by Tenant. Landlord shall have the
first right of refusal to salvage materials to be removed or salvaged by Tenant
in the process of Tenant's renovation on alteration of the Premises.

Tenant acknowledges the existence of a service pit in the Premises.
Tenant accepts such automotive pit in "as is" condition except Tenant shall not
be liable for any environmental contamination existing due to the prior use of
the service pit and Landlord shall indemnify, defend and hold Tenant harmless
from any liability for any environmental condition existing prior to the
effective date of this agreement.

(B) The taking of possession of the Premises by Tenant shall
conclusively establish that the Premises were at such time in satisfactory and
suitable condition for Tenant's intended uses. The parties will perform a
walk-through of the Premises in advance of Tenant taking possession, and will
note any deficiencies in writing, which shall be cured by Landlord within a
reasonable time. It is understood by the parties that the Premises are presently
unfinished and that Tenant intends at its option to renovate the Premises into a
commercial office use.

10.3 USES PERMITTED: (A) Tenant shall not use the Premises or permit
anything to be done in or about the Premises which will in any way conflict with
any law, statute, ordinance or governmental rule or regulation or requirement of
duly constituted public authorities now in force or which may hereafter be
enacted or promulgated. Landlord shall be responsible for compliance of the
structure, as well as exterior walls, interior walls, and water, plumbing, gas,
electricity, heating, air conditioning and other utility delivery systems, with
any law, statute, ordinance or governmental rule or regulation of requirement
which applies to or controls such structure or utility delivery system except
for renovations performed by Tenant. In the event any changing, adjusting, or
retrofitting of any portion of the Premises is required in order to comply with
the Americans with Disabilities Act, or any legislation, rules or regulations
with a similar purpose during the term of this lease agreement, the parties
shall discuss the responsibility of the parties' responsibility of bearing the
cost of such compliance. If the parties cannot agree on a sharing arrangement of
such costs, Tenant shall have the following options: (i) Tenant may elect to
terminate its tenancy with all sums due hereunder being prorated to the date of
Tenant vacating the Premises, or (ii) Tenant bearing the expense of ADA
compliance and thereafter Tenant may offset future rental payments due hereunder
against the expense incurred by Tenant.

(B) Tenant shall at its sole cost and expense promptly comply with
all laws, statutes, ordinances and governmental rules, regulations or
requirements now in force or which may hereafter be enforced and with the
requirements of any board of fire underwriters or other similar body now or
hereafter constituted relating to the commercial office space use and occupancy
of the Premises by Tenant, except Landlord shall have the responsibility of
complying with any requirements regarding its liability under paragraph 10.3 (A)
hereof upon the structure in which the Premises are located and the utility
delivery systems of such structure except for the renovations performed by
Tenant.

11. UTILITY SERVICES: Tenant agrees, at its own expense, to
establish in its name, and to pay for, all water, gas, power and electric
current and all other similar utilities used by Tenant on the Exclusive Premises
from and after the delivery of possession to Tenant by Landlord. Landlord and
Tenant acknowledge separate meters exist for all such utility services to the
Exclusive Premises. If any such charges are not paid when due, Landlord may pay
the same, and any amount so paid by Landlord shall thereupon become due to
Landlord from Tenant as additional rent. Landlord shall not be liable in damages
or otherwise for any failure or interruption of any utility service being
furnished to the Premises, and no such failure or interruption shall entitle
Tenant to terminate this Lease.

12. MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS:

12.1 MAINTENANCE AND REPAIRS:

12.11. Landlord shall keep in good order, condition and repair the
foundations, exterior walls, and the roof of the Premises and the parking lot,
and as necessary, or when required by governmental authority (except for ADA
compliance as set forth in Paragraph 10.3 above) make modifications or
replacements thereof, and further, Landlord shall keep in good order, condition
and repair the interior surface of exterior walls and all doors, and as
necessary, or when required by governmental authority, make modifications or
replacements thereof.

12.12. Landlord shall maintain and keep in good order, conditions
and repair the Premises, including all utility service delivery systems
installed therein including HYAC units and shall replace all broken glass with
glass of the same or similar quality. Tenant will give Landlord timely notice of
any damage to the Premises or repair needed in the Premises. Except in an
emergency situation, or in order to prevent significant loss to the Premises,
Landlord shall give Tenant twenty-four hours advance notice of its intent to
undertake any repair upon the Premises. If Landlord believes Tenant shall be
responsible for the cost of any such repair under paragraph 12.13 hereof,
Landlord shall give Tenant twenty-four hours notice of Landlord's position. Such
twenty-four hour notice requirements are intended to allow Landlord and Tenant
to coordinate repair activity and to resolve any repair cost liability issue
between them in advance of undertaking repair work. Landlord shall make all
repairs in a timely manner.

12.13. Notwithstanding the obligation of Landlord to maintain and
repair the Premises as established in this section 12, Tenant shall be obligated
to reimburse to Landlord the cost and expense of all repair or maintenance of
the Premises caused or occasioned by the actions or inactions of its officers,
agents, employees, licensees and invitees, whether or not a result of
negligence. Upon the repair or maintenance of any portion of the Premises,
Landlord shall notify Tenant in writing of its obligation for the cost of repair
or maintenance, and Tenant will reimburse Landlord its full liability within ten
days of such written notice. Tenant shall not be responsible for the cost of
maintenance which is the result of normal wear and tear upon the Premises by
Tenant.

12.14. Landlord shall have no liability to Tenant for any damage,
inconvenience or interference with the use of the Premises by Tenant as a result
of Landlord conducting any repair or maintenance upon the Premises, provided,
however, Landlord will undertake such repairs or maintenance in a manner so as
to cause minimal disruption of Tenant's business.

12.15. Tenant shall on the expiration or the sooner termination of
its right to possession surrender to Landlord the Premises, including all
modifications, changes, additions and improvements constructed or placed by
Tenant herein, with all equipment in or appurtenant thereto, except all movable
non-fixtures owned by Tenant and all non-permanently attached additions or
improvements, broom-clean, free of sub-tenancies, and in good condition and
repair, reasonable wear and tear excepted. Any non-fixtures or personal property
belonging to Tenant or any subtenant, if not removed at such termination and if
Landlord shall so elect, shall be deemed abandoned and become the property of
Landlord without any payment or offset therefor.

12.2. ALTERATIONS AND ADDITIONS: (A) Tenant shall not make any
alterations or additions to the Premises nor make any contract therefor without
prior written consent of Landlord. Landlord shall have the right to approve all
proposed alterations or additions which approval shall not be unreasonably
withheld. Tenant shall submit any

proposed modifications or changes to Landlord and in the event Landlord has
failed to respond in writing within 15 days, such changes or modifications shall
be deemed approved. Any permanently attached alterations, additions and
improvements made by Tenant to or upon the premises shall at once when made and
installed be deemed to have become the property of Landlord.

(B) At the expiration of the lease term or extended term, Tenant
shall promptly remove any non-permanent attached additions or improvements
placed in the Premises by Tenant unless otherwise agreed, and shall repair any
damage occasioned by such removal, and in default thereof, Landlord may effect
such removal and repair at Tenant's expense.

13. ENTRY BY LANDLORD: (A) Landlord and the authorized
representatives of Landlord may enter the Premises at any time, without notice,
pursuant to a perceived emergency involving the Premises or to avoid damage or
loss to the Premises. Landlord shall thereafter timely advise Tenant of any such
entry.

(B) Landlord and the authorized representatives of Landlord may
enter the Premises at any time for any appropriate reason, including but not
limited to, verifying the need for repair of the Premises, showing the Premises
to any prospective purchaser from Landlord, or, during the final month of the
term of this Lease, to show the Premises to any prospective tenant, only after
twenty-four hours advance notice to Tenant. Landlord and Tenant agree Landlord
or its representatives may be guided through the Premises by an agent of Tenant,
and that Landlord shall have access to view all of the Premises. Any viewing of
the Premises will be in such a manner as to not unreasonably interfere with
Tenant's business.

14. LIENS: (A) Tenant will keep the Premises free and clear of all
mechanic's liens on account of work done by Tenant or persons claiming under
Tenant. Tenant agrees to and shall indemnify and save Landlord free and harmless
against liability, loss, damage, cost, attorney's fees and all other expense on
account of claims of lien of laborers or materialmen or others for work
performed or materials or supplies furnished for Tenant or persons claiming
under Tenant.

(B) In the event any lien is filed upon the Premises as the result
of any claim or demand against Tenant, Tenant agrees to immediately undertake
removal of the lien filing upon the Premises, and shall, within ninety (90) days
of the filing of such lien upon the Premises, either pay the claim and lien in
full, or obtain judicial resolution of the claim and lien, or deposit the full
amount necessary to resolve the claim and lien with the registry of the court
having jurisdiction over the claim and lien, or obtain a bond to obtain release
of the lien. If Tenant shall fail to remove such lien within such ninety (90)
day period, Landlord may give Tenant notice of Landlord's intent to pay such
claim and lien in an amount necessary to remove such lien. If Tenant shall
thereafter fail to remove such lien within fifteen (15) days of Landlord's
notice to Tenant of intent to pay the claim and lien, Landlord may then pay the
claim and lien. Any amount so paid, together with reasonable attorney's fees
incurred in connection therewith, and interest at the rate of eighteen (18)
percent per annum. from the date of payment by Landlord, shall be immediately
due and owing from Tenant to Landlord, and Tenant agrees to and shall pay the
same.

(C) Should any claim of lien be filed against the Premises or any
action affecting the title to such property be commenced, the party receiving
notice of such lien or action shall forthwith give the other party written
notice thereof.

15. INDEMNITY: (A) Tenant shall indemnify and hold harmless Landlord
from and against any and all claims arising from Tenant's use of the Premises or
the conduct of its business or from any activity, work or thing done, permitted
or suffered by Tenant in or about the Premises.

(B) Tenant shall indemnify and hold harmless Landlord from and
against any and all claims arising from any act or negligence of Tenant or any
of its agents, contractors or employees, and from and against all costs,
attorney's fees, expenses and liabilities incurred in or about any such claim or
any action or proceeding brought thereon.

(C) Landlord shall indemnify and hold harmless Tenant from and
against any and all claims arising from any act or negligence of Landlord or any
of its agents, contractors or employees, and from and against all costs,
attorney's fees, expenses and liabilities incurred in or about any such claim or
any action or proceeding brought thereon.

16. INSURANCE: (A) Landlord shall maintain standard general
liability and property damage insurance insuring the Premises, in reasonable
amounts to provide full replacement coverage and shall provide to Tenant a copy
of a certificate indicating such coverages.

(B) Tenant shall at all times during the term hereof, and at is own
cost and expense, procure and continue in force general liability insurance
coverage upon Tenant, its officers, agents, employees, licensees, and invitees,
regarding Tenant's utilization of commercial office space upon the Premises,
with a limit of liability of not less than $1,000,000.00 per occurrence. The
policy or policies shall name Landlord as an additional insured, shall insure
Landlord's contingent liability, if any, under this Lease, shall be issued by an
insurance company which is acceptable to Landlord and licensed to do business in
the Sate of Colorado, and shall provide that the insurance shall not be canceled
unless thirty-days' prior written notice shall be given to Landlord. The policy
or policies or certificate thereof shall be delivered to Landlord by Tenant upon
commencement of the Lease term or within 10 days of execution of this Lease,
whichever event last occurs.

(C) Tenant may maintain such property damage insurance as it wishes
upon the equipment, and non-fixtures it may maintain upon the Premises. Tenant
acknowledges Landlord does not provide any property damage insurance upon the
property of Tenant upon the Premises.

17. RECONSTRUCHON: (A) In the event the Premises are damaged by fire
or other peril, Landlord shall (1) diligently commence repair, reconstruction
and restoration of the Premises and pursue completion thereof, in which event
this Lease shall continue in full force and effect; or (2) within 30 days of the
damage occurring, give notice to Tenant of its election to terminate this Lease.
Upon any termination of the Lease, the parties shall be released thereby without
further obligations to the other coincident with the surrender of possession of
the Premises to Landlord, except for items which have theretofore accrued and be
then unpaid except that the rental amounts owing hereunder shall ▇▇▇▇▇ as of the
date of the occurrence of the damage.

(B) In the event such damage to the Premise results in more than
twenty-five (25) percent of loss of use of the premises, and it is reasonably
determined that repair, construction and restoration can not be completed within
sixty (60) days of the damage occurring, Tenant may terminate this Lease by
written notice to Landlord, effective not later than the sixtieth day after such
damage occurred with the rental amounts owing hereunder being abated as of the
date of occurrence of the damage.

(C) In the event of repair, reconstruction and restoration as herein
provided, the rent paid shall be abated proportionately with the degree in which
Tenant's use of the Premises is impaired commencing from the date of destruction
and continuing during the period of such repair, reconstruction or restoration.

18. CONDEMNATION: If the entire Premises or so much thereof as to
make the balance not reasonably adequate for the conduct of Tenant's business
shall be taken under a power of eminent domain, this Lease shall automatically
terminate as of the date on which the condemning authority takes title or
possession, whichever first occurs. Any award for any taking of all or any part
of Premises under the power of eminent domain shall be the property of Landlord,
and a sale by Landlord to any authority having the power of eminent domain,
either under threat of condemnation or while condemnation proceedings are
pending, shall be deemed a taking under the power of eminent domain for all
purposes under this paragraph.

19. ASSIGNMENT AND SUBLEASE: Tenant shall not voluntarily or by
operation of law assign, license, transfer, mortgage or otherwise encumber all
or any part of Tenant's interest in this Lease or in the Premises, without the
prior written consent of Landlord in each instance, which such consent Landlord
shall not unreasonably withhold. Such reasonable determination of consent to
assignment or other transfer listed shall include determinations upon the nature
of the business of the assignee and its then existing financial circumstances.
Tenant shall have the right to sublease the Premises. No subletting or
assignment, even with the consent of Landlord, shall release Tenant of its
obligations to pay the rent and to perform all of the other obligations to be
performed by Tenant hereunder.

20. TAXES: All real property taxes and special improvement
assessments shall be paid by Landlord. All property tax for personal property
owned by Tenant on the Premises shall be paid by Tenant.

21. BANKRUPTCY-INSOLVENCY: (A) Tenant agrees that in the event all
or substantially all of Tenant's assets be placed in the hands of a receiver or
trustee other than in bankruptcy, and such receivership or trusteeship continues
for a period of 30 days, or should Tenant make an assignment for the benefit of
creditors, then this Lease may be terminated by Landlord upon written notice to
Tenant, to be effective upon delivery of such notice.

(B) In the event any proceedings are brought for foreclosure, or in
the event of the exercise of the power of sale under any mortgage or deed of
trust made by Landlord covering the Premises, Tenant shall attorn to the
purchaser upon any such foreclosure or sale and recognize such purchaser as the
landlord under this Lease provided the mortgagee or purchaser recognizes the
Tenant's right of quiet enjoyment hereunder.

22. QUIET POSSESSION: Landlord agrees that Tenant, upon paying the
rent and performing the covenants and conditions of this Lease, may quietly
have, hold and enjoy the Premises during the term hereof or any extension
thereof.

23. DEFAULTS: The occurrence of any of the following shall
constitute a material default and breach of this Lease by Tenant:

(a) any failure by Tenant to pay the rent or any other monetary sums
required to be paid hereunder where such failure continues for five days after
written notice by Landlord to Tenant;

(b) the abandoment of the Premises by Tenant;

(c) a failure by Tenant to observe and perform any other provision
of this Lease to be observed or performed by Tenant, where such failure
continues for 20 days after written notice thereof by Landlord to Tenant;
provided, however, that if the nature of the default is such that the same
cannot reasonably be cured within said 20 day period, Tenant shall not be deemed
to be in default if Tenant shall within such period commence such cure and
thereafter diligently pursue the same to completion; or

(d) the making by Tenant of any general assignment or general
arrangement for the benefit of creditors, the appointment of a trustee or
receiver, other than in bankruptcy, to take possession of substantially all of
Tenant's assets located at the Premises or of Tenant's interest in this Lease,
where possession is not restored to Tenant within 30 days, or the attachment,
execution or other judicial seizure of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease, where such
seizure is not discharged within 30 days.

24. REMEDIES: (A) (1) In the event of any such material default or
breach by Tenant, Landlord shall have each and every right and remedy available
to it under Colorado law, at the time of execution of this Lease or hereafter
established, including but not limited to, the right to maintain this Lease in
full force and effect and recover the rent and other monetary charges as they
become due, without terminating Tenant's right to possession irrespective of
whether Tenant shall have abandoned the Premises, or to terminate Tenant's right
to possession to the Premises and to terminate this Lease.

(2) In the event of any material default or breach by
Landlord, Tenant shall have each and every right and remedy available to it
under Colorado law including the right to offset future rental amounts due
hereunder in amounts necessary to compensate Tenant for any monetary advances
made by Tenant on Landlord's behalf for obligations of Landlord hereunder.

(B) Landlord and Tenant understand and agree that after default by
Tenant, as established in this Lease, Landlord has the opportunity to, and to
the extent established by law, the obligation to, attempt to relet the Premises
at such rent and upon such conditions and for such a term and to do all acts
necessary to maintain or preserve the Premises as are reasonable and necessary.

(C) in addition to all remedies stated hereinabove, each party shall
have the remedy to seek damages from the other party for any and all losses
resulting from the default of the other party under this Lease.

(D) Upon Landlord advancing or otherwise directly paying for Tenant
any sum of money as the result of the failure of Tenant to pay or to timely pay
any obligation under this Lease, such advancement or payment by Landlord shall
accrue interest at the rate of eighteen (18) percent per annum from the date of
advancement or payment by Landlord until the date of repayment by Tenant to
Landlord.

25. SIGNS: Tenant shall not erect or install any exterior signs or
window or door signs, advertising media or window or door lettering or placards
without Landlord's prior written consent.

26. MISCELLANEOUS:

26.1. NO RESTRICTIVE COVENANT: It is agreed that this Lease contains
no restrictive covenants in favor of Tenant.

26.2. SUBORDINATION: Upon written request of Landlord, or any first
mortgagee or beneficiary of a first deed of trust of Landlord, Tenant will in
writing subordinate its rights hereunder to the interest of any ground lessor of
the land upon which the premises are situated, as well as to the lien or any
first mortgage or first deed of trust, now or hereafter in force against the
land and buildings of which the Premises are in part, and upon any building
hereafter placed upon the land of which the Premises are a part, and to all
advances made or hereafter to be made upon the security thereof provided the
mortgage agrees to recognize Tenant's right of quiet enjoyment.

26.3 NON-SMOKING: The parties agree that all smoking shall be
prohibited in the building during the term of this lease and any extensions
thereof.

26.4 USE OF MAIL DROP: Landlord may have mail delivered to the
Premises utilizing the mailbox in the entry way. Landlord shall not access the
Premises to obtain such mail except during normal business hours of Tenant.
Tenant shall have no liability for protecting Landlord's mail delivered to the
mailbox.

26.5 SECURITY SYSTEM: Tenant may at its option, install a security
system in the Premises to protect its operations. In the event such a system is
installed, Tenant shall provide Landlord with emergency number to reach the
Tenant's employee authorized to disable the security system after business
hours, to permit Landlord to enter the Premises in case of an emergency.
Landlord shall provide Tenant with telephone numbers where Landlord may be
reached after business hours in case of emergency.

26.6. ENTIRE AGREEMENT: This Lease, along with the Addendum
hereto, constitutes the entire agreement between Landlord and Tenant relative to
the Premises demised, and this Lease and the Addendum may be altered, amended or
revoked only by an instrument in writing signed by both Landlord and Tenant.

26.7. SEVERABILITY: If any term or provision of this Lease shall, to
any extent, be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Lease shall not be affected thereby, and
each term and provision of this Lease shall be valid and be enforceable to the
fullest extent permitted by law, and it is the intention of the parties hereto
that if any provision of this Lease is capable of two constructions, one of
which would render the provision void and the other of which would render the
provision valid, then the provision shall have the meaning which renders it
valid.

26.8. COSTS OF SUIT. (A) Should Landlord, without fault on
Landlord's part, be a party to any litigation instituted by any third party
against the Tenant, or by or against any person holding under or using the
Premises by license of Tenant, or for the foreclosure of any lien for labor or
material furnished to or for Tenant or any such other person or otherwise
arising out of or resulting from any act or transaction of Tenant or of any such
other person, Tenant covenants to save and hold Landlord harmless from any
judgment rendered against Landlord or the premises or any part thereof, and
costs and expenses, including reasonable attorney's fees, incurred by Landlord
in or in connection with such litigation.

(B) Should Tenant, without fault on Tenant's part, be a party to any
litigation instituted by any third party against the Landlord, or by or against
any person claiming an interest in the Premises through Landlord, or for the
foreclosure of any lien for labor or material furnished to or for Landlord or
any such other person or otherwise arising out of or resulting from any act or
transaction of Landlord or of any such other person, Landlord covenants to save
and hold Tenant harmless from any judgment rendered against Tenant, and costs
and expenses, including reasonable attorney's fees, incurred by Tenant in or in
connection with such litigation.

(C) In the event any suit or litigation occurs as a result of this
Lease between Landlord and Tenant, the prevailing party in any such litigation
shall be entitled to an award of reasonable attorney's fees and costs. Such
award of fees and costs, and the amount thereof, shall be determined by and in
the discretion of the court presiding in such litigation.

26.9. TIME: Time is of the essence of this Lease and each and every
hereof, except as to the conditions relating to the delivery of possession of
the Premises to Tenant.

26.10. WAIVER: No covenant, term or condition or other breach
thereof shall be deemed waived, except by written consent of the party against
whom the waiver is claimed, and any waiver or the breach of any covenant, term
or condition shall not be deemed to be a waiver of any other covenant, term or
condition.

26.11. LANDLORD ACCESS TO PERFORM SPECIFIC MAINTENANCE: Landlord
shall have access to the electrical and telephone panels at mutually agreeable
times for Landlord to perform its maintenance obligations as necessary.

26.12. INSTALLATION OF ADDITIONAL WIRES: Landlord and Tenant agree
that Tenant may, upon approval of the City, erect additional outside wires
extending from the premises to any other structure occupied by Tenant. Any such
additional installation shall be at Tenant's own expense. Landlord agrees that
Tenant may erect such additional wires or utility service as is reasonably
necessary for the conduct of Tenant's business, provided that the premises shall
be restored to their original condition, fair wear and tear excepted, upon
termination of the tenancy. At the option of Landlord, any modifications for
utility service installed by Tenant, which are fixtures to the building, may be
left intact and turned over to Landlord in "as is" condition. Landlord shall
notify Tenant of its intention with respect to such installations not later than
30 days prior to expiration of the term of this agreement.

26.13. MEMORANDUM OF LEASE: Tenant may at its option and expense,
record a memorandum setting forth the existence of this Lease.

26.14. SIGNS: Tenant shall place no signs on the Leased Premises
without prior written consent of Landlord, which consent shall not be
unreasonably withheld. All signs shall comply with applicable sign codes and
shall be a Tenant's expense. Landlord makes no representation as to the
availability of singe rights under applicable codes and Tenant shall make its
own determination of applicable codes.

IN WITNESS WHEREOF the parties have signed this Lease on the
respective dates below, and agreed as of the effective date above.

"Landlord" "Tenant"

KAIRE INTERNATIONAL, INC., A
/s/ G ▇▇▇▇▇ COLORADO CORPORATION
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice-President and CFO
/s/ J ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Revision to lease.

Paragraph 8.D. is deleted and replaced with the following:

The parties recognize that landlord is a debtor in possession while under
the protection of chapter 13 Bankruptcy. The provisions of the bankruptcy are
such that with consent of the First National Bank, the monies paid under this
lease for 6400 square feet of ground floor space will be paid to ▇▇▇▇▇▇ or ▇▇▇
▇▇▇▇▇ personally. In the event that the bank's consent is not forthcoming,
checks will be issued jointly payable to the Landlord and the First National
Bank of Longmont.

Landlord at Landlords' sole expense shall receive First National Bank's
consent or court order consenting to issuance of checks to ▇▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇
personally.

It is understood that the lease payments for the upstairs 6400 square foot
space as covered under a separate lease shall continue to be joint checked to
the Landlord and the First National Bank.

Approved: Approved: Approved:

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ J ▇▇▇▇▇ /s/ G ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Kaire International Landlord Landlord

LEASE AGREEMENT

1. The EFFECTIVE DATE of this lease is [Illegible]

2. PARTIES: The parties to this lease are [Illegible] ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, individuals [Illegible] lessee of property, Kaire International, Inc, a
[Illegible] "Tenant").

3. PURPOSE: The purpose of this lease [Illegible] "Lease") is to provide for the
lease of commercial office space and use of existing common areas.

4. AGREEMENT: In consideration of the promises and agreements contained herein,
Landlord leases to Tenant and Tenant rents from Landlord certain office space as
described herein, for the terms stated herein.

5. PREMISES: The property herein leased by Landlord to Tenant is the exclusive
use of thirty-five hundred seventy-six (3,576) square feet of commercial office
space in the northern one-half of the second floor of the structure located at
and commonly known as ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Colorado, plus non-exclusive use of six hundred twelve (612) square feet of
access halls, stairs, and restrooms in the structure, plus non-exclusive use of
the parking area to he established north of such structure (herein "Premises").
Every reference herein to "Exclusive Premises" shall be a reference only to the
3,576 square feet of actual office space rented.

6. TERM: The term of this Lease shall be one (1) year commencing January 1, 1995
and terminating at 11:59 p.m. on the last day of December 1995.

7. OCCUPANCY: Tenant will receive possession of the Premises upon the first day
of the term of this lease, or earlier upon the substantial completion (or
availability for move-in) and acceptance by Tenant of the tenant finish of the
Premises, as more fully stated in the Addendum to this Lease.

8. RENT: (A) Tenant shall pay as rent the sum of $5.00 per square foot for the
3,882 square feet rented (3,576 plus one-half of 612) for a total rental for
the term of this Lease of nineteen thousand four hundred ten dollars
($19,410.00), which will be paid in full in advance contemporaneous with signing
this Lease.

(B) In consideration of the advance payment by Tenant of the full annual rent
for the one year term of this Lease, Landlord and Tenant agree that as of
December 31, 1995, if Tenant, or a sub-lessee of Tenant, is in legal possession
of the Premises under this Lease, the total rental for the one year term of this
Lease is agreed to be discounted by $920.00 to a total annual rental of
$18,490.00.

9. SECURITY DEPOSIT: Tenant shall deposit with Landlord prior to the beginning
of the term of this Lease the amount of $698.00 to be held by Landlord for the
faithful performance of all of the terms, conditions and convenants of this
Lease. In addition, as of December 31, 1995, upon the reduction of total annual
rent as provided in paragraph 8(B) hereof, the $920.00 difference between
$19,410.00 paid with the signing of this Lease and the total rental of
$18,490.00, shall be combined with the $698.00 deposited by Tenant at the
beginning of the term of this Lease to total a security deposit held by Landlord
at the end of this Lease of $1,618.00. The Landlord may apply such deposit to
cure any default under the term of this Lease and shall account to the Tenant
for the balance. The Tenant may not apply the deposit hereunder to the payment
of the rent or performance of other obligations under this Lease. Landlord shall
account to Tenant within sixty days after the end of this Lease or other
termination of this Lease for the application of any amounts of the deposit to
obligations of the Tenant, and shall return the balance.

10. USE:

10.1 USE: Tenant shall use the Premises as commercial office space and a parking
area to conduct only such activities as are consistent with Tenant's normal
course of business.

(B) The taking of possession of the Premises by Tenant shall conclusively
establish that the Premises were at such time in satisfactory art suitable
condition for Tenant's intended uses. The parties will perform a walk-through of
the Premises in advance of Tenant taking possession, art will note any
deficiencies in writing, which shall be cured within a reasonable time.

10.3 PARKING AREA: The Premises includes the non-exclusive parking area located
north of the structure in which the Exclusive Premises are located. Further
understandings and agreements about the parking area, its use and control, are
stated and agreed to in the Addendum which is attached hereto.

10.4 USES PROHIBITED: (A) Tenant shall not use the Premises or permit anything
to be done in or about the Premises which will in any way conflict with any law,
statute, ordinance or governmental rule or regulation or requirement of duly
constituted public authorities now in force or which may hereafter be enacted or
promulgated. Landlord shall be responsible for compliance of the structure, as
well as exterior walls, interior walls, and water, plumbing, gas, electricity,
heating, air conditioning and other utility delivery systems, with any law,
statute, ordinance or governmental rule or regulation of requirement which
applies to or controls such structure or utility delivery systems. Landlord
shall specifically be responsible for changing, adjusting, or retrofitting any
portion of the Premises required in order to comply with the Americans with
Disabilities Act, or any legislation, rules or regulations with a similar
purpose.

(B) Tenant shall at its sole cost and expense promptly comply with all laws,
statutes, ordinances and governmental rules, regulations or requirements now in
force or which may hereafter be enforced and with the requirements of any board
of fire underwriters or other similar body now or hereafter constituted relating
to the commercial office space use and occupancy of the Premises by Tenant,
except Landlord shall have the responsibility of complying with any requirements
regarding its liability under paragraph 10.4(A) hereof upon the structure in
which the Premises are located and the utility delivery systems of such
structure.

11. UTILITY SERVICES: Tenant agrees, at its own expense, to establish in its
name, and to pay for, all water, gas, power and electric current and all other
similar utilities used by Tenant on the Exclusive Premises from and after the
delivery of possession to Tenant by Landlord. Landlord and Tenant acknowledge
separate meters exist for all such utility services to the Exclusive Premises.
If any such charges are not paid when due, Landlord may pay the same, and any
amount so paid by Landlord shall thereupon become due to Landlord from Tenant as
additional rent. Landlord shall not be liable in damages or otherwise for any
failure or interruption of any utility service being furnished to the Premises,
and no such failure or interruption shall entitle Tenant to terminate this
Lease.

12. MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS; OWNERSHIP:

12.1. MAINTENANCE AND REPAIRS:

12.11. Landlord shall keep in good order, condition and repair the foundations,
exterior walls, and the roof of the Premises, and as necessary, or when required
by governmental authority, make modifications or replacements thereof, and
further, Landlord shall keep in good order, condition and repair the interior
surface of exterior walls and all doors, and as necessary, or when required by
governmental authority, make modifications or replacements thereof.

12.12 Landlord shall maintain and keep in good order, condition and repair the
Premises, including all utility service delivery systems installed Therein, and
shall replace all broken glass with glass of the same or similar quality. Tenant
will give Landlord timely notice of any damage to the Premises or repair needed
in the Premises. Except in an emergency situation, or in order to prevent
significant loss to the Premises, Landlord shall give Tenant twenty-four hours
advance notice of its intent to undertake any repair upon the Premises. If
Landlord believes Tenant shall be responsible for the cost of any such repair
under paragraph 12.13 hereof, Landlord shall give Tenant twenty-four notice of
Landlord's position. Such twenty-four notice requirements are intended to allow
Landlord and Tenant to coordinate repair activity and to resolve any repair cost
liability issue between them in advance of undertaking repair work. Landlord
shall make all repairs in a timely manner.

12.13 Notwithstanding the obligation of Landlord to maintain and repair the
Premises as established in this section 12, Tenant shall be obligated to
reimburse to Landlord the cost and expense of all repair or maintenance of the
Premises caused or occasioned by the actions or inactions of its officers,
agents, employees, licensees and invitees, whether or not a result of
negligence. Upon the repair or maintenance of any portion of the Premises,
Landlord shall notify Tenant in writing of its obligation for the cost of repair
or maintenance, and Tenant will reimbuse Landlord its full liability within ten
days of such written notice. Tenant shall not be responsible for the cost of
maintenance which is the result of normal wear and tear upon the Premises by
Tenant.

12.14 Landlord shall have no liability to Tenant for any damage, inconvenience
or interference with the use of the Premises by Tenant as a result of Landlord
conducting any repair or maintenance upon the Premises.

12.15 Tenant shall on the expiration or the sooner termination of its right to
possession surrender to Landlord the Premises, including all modifications,
changes, additions and improvements constructed or placed by Tenant herein, with
all equipment in or appurtenant thereto, except all movable non-fixtures owned
by Tenant, broom-clean, free of sub-tenancies, and in good condition and repair,
reasonable wear and tear excepted. Any non-fixtures or personal property
belonging to Tenant or any subtenant, if not removed at such termination and if
Landlord shall so elect, shall be deemed abandoned and become the property of
Landlord without any payment or offset therefor. If Landlord shall not so elect,
Landlord may remove such fixtures or property from the Premises and store them
at Tenant's risk and expense.

12.2 ALTERATIONS AND ADDITIONS: (A) Tenant shall not make any alterations or
additions to the Premises nor make any contract therefor. Any alterations,
additions and improvements made by Tenant to or upon the premises shall at once
when made and installed be deemed to have become the property of Landlord;
provided, however, if prior to termination of this Lease, or within 15 days
thereafter, Landlord so directs by written notice to Tenant.

(B) Tenant shall promptly remove the additions or improvements placed in the
Premises by Tenant and shall repair any damage occasioned by such removal, and
in default thereof, Landlord may effect such removal and repairs at Tenant's
expense.

12.3. OWNERSHIP: Tenant has no right to become the owner of the real property on
which the Premises are located nor the owner of the Premises.

13. ENTRY BY LANDLORD: (A) Landlord and the authorized representatives of
Landlord may enter the Premises at any time, without notice, pursuant to a
perceived emergency involving the Premises or to avoid damage or loss to the
Premises. Landlord shall thereafter timely advise Tenant of any such entry.

(B) Landlord and the authorized representatives of Landlord may enter the
Premises at any time for any appropriate reason, including but not limited to,
verifying the need for repair of the Premises, showing the Premises to any
prospective purchaser from Landlord, or, during the final month of the term of
this Lease, to show the Premises to any prospective tenant, only after
twenty-four hours advance notice to Tenant. Landlord and Tenant agree Landlord
or its representatives may be guided through the Premises by an agent of Tenant,
and that Landlord shall have access to view all of the Premises. Any viewing of
the Premises will be in such a manner as to not unreasonably interfere with
Tenant's business.

14. LIENS: (A) Tenant will keep the Premises free and clear of all mechanic's
liens on account of work done by Tenant or persons claiming under Tenant. Tenant
agrees to and shall indemnify and save Landlord free and harmless against
liability, loss, damage, cost, attorney's fees art all other expenses on account
of claims of lien of laborers or materialmen or others for work performed or
materials or supplies furnished for Tenant or persons claiming under Tenant.

(B) In the event any lien is filed upon the Premises as the result of any claim
or demand against Tenant, Tenant agrees to immediately undertake removal of the
lien filing upon the Premises, and shall, within ninety (90) days of the filing
of such lien upon the Premises, either pay the claim and lien in full, or obtain
judicial resolution of the claim and lien, or deposit the full amount necessary
to resolve the claim and lien with the registry of the court having jurisdiction
over the claim and lien, or obtain a bond to obtain release of the lien. If
Tenant shall fail to remove such lien within such ninety (90) day period,
Landlord may give Tenant notice of Landlord's intent to pay such claim art lien
in an amount necessary to remove such lien. If Tenant shall thereafter fail to
remove such lien within fifteen (15) days of Landlord's notice to Tenant of
intent to pay the claim and lien, Landlord may then pay the claim and lien. Any
amount so paid, together with reasonable attorney's fees incurred in connection
therewith, and interest at the rate of eighteen (18) per cent per annum, from
the date of payment by Landlord, shall be immediately due and owing from Tenant
to Landlord, and Tenant agrees to and shall pay the same.

(C) Should any claims of lien be filed against the Premises or any action
affecting the title to such property be commenced, the party receiving notice of
such lien or action shall forthwith give the other party written notice thereof.

15. INDEMNITY: (A) Tenant shall indemnify and hold harmless Landlord from and
against any and all claims arising from Tenant's use of the Premises or the
conduct of its business or from any activity, work or thing done, permitted or
suffered by Tenant in or about the Premises.

(B) Tenant shall indemnify and hold harmless Landlord from and against any and
all claims arising from any act or negligence of Tenant or any of its agents,
contractors or employees, and from and against all costs, attorney's fees,
expenses and liabilities incurred in or about any such claim or any action or
proceeding brought thereon.

(C) Landlord shall indemnify and hold harmless Tenant from and against any and
all claims arising from any act or negligence of Landlord or any of its agents,
contractors or employees, and from and against all costs, attorney's fees,
expenses and liabilities incurred in or about any such claim or any action or
proceeding brought thereon.

16. INSURANCE: (A) Landlord shall maintain standard general liability and
property damage insurance insuring the Premises, in reasonable amounts, and
shall provide to Tenant a copy of a certificate indicating such coverages.

(B) Tenant shall at all times during the term hereof, and at its own cost and
expense, procure and continue in force general liability insurance coverage upon
Tenant, its officers, agents, employees, licensees, and invitees, regarding
Tenant's utilization of commercial office space upon the Premises, with a limit
of liability of not less than $1,000,000.00 per occurrance. The policy or
policies shall name Landlord as an additional insured, shall insure Landlord's
contingent liability, if any, under this Lease, shall be issued by an insurance
company which is acceptable to Landlord and licensed to do business in the state
of Colorado, and shall provide that the insurance shall not be canceled unless
thirty days' prior written notice shall be given to Landlord. The policy or
policies or certificate thereof shall be delivered to Landlord by Tenant upon
commencement of the Lease term or within 10 days of execution of this Lease,
whichever event last occurs.

(C) Tenant may maintain such property damage insurance as it wishes upon the
furniture, equipment, and non-fixtures it may maintain upon the Premises. Tenant
acknowledges Landlord does not provide any property damage insurance upon the
property of Tenant upon the Premises.

17. RECONSTRUCTION: (A) In the event the Premises are damaged by fire or other
peril, Landlord shall (1) diligently commence repair, reconstruction and
restoration of the Premises and pursue completion thereof, in which event this
Lease shall continue in full force and effect; or (2) within 30 days of the
damage occurring, give notice to Tenant of its election to terminate this Lease.
Upon any termination of the Lease, the parties shall be released thereby without
further obligations to the other coincident with the surrender of possession of
the Premises to Landlord, except for items which have theretofore accrued and be
then unpaid.

(B) In the event such damage to the Premises results in more than twenty-five
(25) per cent of loss of use of the premises, and it is reasonably determined
that repair, reconstruction and restoration can not be completed within sixty
(60) days of the damage occurring, Tenant may terminate this Lease by written
notice to Landlord, effective not later than the sixtieth day after such damage
occurred.

(C) In the event of repair, reconstruction and restoration as herein provided,
the rent paid under paragraph 8 hereof shall be abated proportionately with the
degree in which Tenant's use of the Premises is impaired commencing from the
date of destruction and continuing during the period of such repair,
reconstruction or restoration.

18. CONDEMNATION: If the entire Premises or so much thereof as to make the
balance not reasonably adequate for the conduct of Tenant's business shall be
taken under a power of eminent domain, this Lease shall automatically terminate
as of the date on which the condemning authority takes title or possession,
whichever first occurs. Any award for any taking of all or any part of Premises
under the power of eminent domain shall be the property of Landlord, and a sale
by Landlord to any authority having the power of eminent domain, either under
threat of condemnation or while condemnation proceedings are pending, shall be
deemed a taking under the power of eminent domain for all purposes under this
paragraph.

19. ASSIGNMENT AND SUBLEASE: Tenant shall not voluntarily or by operating of law
assign, license, transfer, mortgage or otherwise encumber all or any part of
Tenant's interest in this Lease or in the Premises, and shall not sublet or
license all or any part of the Premises, without the prior written consent of
Landlord in each instance, which such consent Landlord shall not unreasonably
withhold. Such reasonable determination of consent to subletting shall include
determinations upon the nature of the business of the sublessee and its then
existing financial circumstances. No subletting or assignment, even with the
consent of Landlord, shall release Tenant of its obligations to pay the rent and
to perform all of the other obligations to be performed by Tenant hereunder.

20. BANKRUPTCY - INSOLVENCY: (A) Tenant agrees that in the event all or
substantially all of Tenant's assets be placed in the hands of a receiver or
trustee other than in bankruptcy, and such receivership or trusteeship continues
for a period of 30 days, or should Tenant make an assignment for the benefit of
creditors, then this Lease may be terminated by Landlord upon written notice to
Tenant, to be effective upon delivery of such notice.

(B) In the event any proceedings are brought for foreclosure, or in the event of
the exercise of the power of sale under any mortgage or deed of trust made by
Landlord covering the Premises, Tenant shall attorn to the purchaser upon any
such foreclosure or sale and recognize such purchaser as the landlord under this
Lease.

21. QUIET POSSESSION: Landlord agrees that Tenant, upon paying the rent and
performing the covenants and conditions of this Lease, may quietly have, hold
and enjoy the Premises during the term hereof or any extension thereof.

22. DEFAULTS: The occurrence of any of the following shall constitute a material
default and breach of this Lease by Tenant:

(a) any failure by Tenant to pay the rent or any other monetary sums required to
be paid hereunder where such failure continues for five days after written
notice by Landlord to Tenant;

(b) the abandonment of the premises by Tenant;

(c) a failure by Tenant to observe and perform any other provision of this Lease
to be observed or performed by Tenant, where such failure continues for 20 days
after written notice thereof by Landlord to Tenant; provided, however, that if
the nature of the default is such that the same cannot reasonably be cured
within said 20 day period, Tenant shall not be deemed to be in default if Tenant
shall within such period commence such cure and thereafter diligently pursue the
same to completion; or

(d) the making by Tenant of any general assignment or general arrangement for
the benefit of creditors, the appointment of a trustee or receiver, other than
in bankruptcy, to take possession of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease, where possession
is not restored to Tenant within 30 days, or the attachment, execution or other
judicial seizure of substantially all of Tenant's assets located at the Premises
or of Tenant's interest in this Lease, where such seizure is not discharged
within 30 days.

23. REMEDIES: (A)(1) In the event of any such material default or breach by
Tenant, Landlord shall have each and every right and remedy available to it
under Colorado law, at the time of execution of this Lease or hereafter
established, including but not limited to, the right to maintain this Lease in
full force and effect and recover the rent and other monetary charges as they
become due, without terminating Tenant's right to possession irrespective of
whether Tenant shall have abandoned the Premises, or to terminate Tenant's right
to possession to the Premises and to terminate this Lease.

(2) In the event of any material default or breach by Landlord, Tenant shall
have each and every right and remedy available to it under Colorado law.

(B) Landlord and Tenant understand and agree that after default by Tenant, as
established in this Lease, Landlord has the opportunity to, and to the extent
established by law, the obligation to, attempt to relet the Premises at such
rent and upon such conditions and for such a term and to do all acts necessary
to maintain or preserve the Premises as are reasonable and necessary.

(C) In addition to all remedies stated hereinabove, each party shall have the
remedy to seek damages from the other party for any and all losses resulting
from the default of the other party under this Lease.

(D) Upon Landlord advancing or otherwise directly paying for Tenant any sum of
money as the result of the failure of Tenant to pay or to timely pay any
obligation under this Lease, such advancement or payment by Landlord shall
accrue interest at the rate of eighteen (18) per cent per annum from the date of
advancement or payment by Landlord until the date of repayment by Tenant to
Landlord.

24. SIGNS: Tenant shall not erect or install any exterior signs or window or
door signs, advertising media or window or door lettering or placards without
Landlord's prior written consent.

25. MISCELLANEOUS:

25.1 NO RESTRICTIVE COVENANT: It is agreed that this Lease contains no
restrictive covenants in favor of Tenant.

25.2 SUBORDINATION: Upon written request of Landlord, or any first mortgagee or
beneficiary of a first deed of trust of Landlord, Tenant will in writing
subordinate its rights hereunder to the interest of any ground lessor of the
land upon which the premises are situated, as well as to the lien or any first
mortgage or first deed of trust, now or hereafter in force against the land and
buildings of which the Premises are in part, and upon any building hereafter
placed upon the land of which the Premises are a part, and to all advances made
or hereafter to be made upon the security thereof.

25.3 ADDENDUM: An Addendum (herein "Addendum") is entitled as such, attached
hereto, and incorporated herein by reference which states the agreements of the
Landlord and Tenant regarding completion of the tenant finish of the Premises,
and the parking area which is part of the Premises.

25.4 ENTIRE AGREEMENT: This Lease, along with the Addendum hereto, constitutes
the entire agreement between Landlord and Tenant relative to the Premises
demised, and this Lease and the Addendum may be altered, amended or revoked only
by an instrument in writing signed by both Landlord and Tenant.

25.5 SEVERABILITY: If any term or provision of this Lease shall, to any extent,
be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Lease shall not be affected thereby, and
each term and provision of this Lease shall be valid and be enforceable to the
fullest extent permitted by law, and it is the intention of the parties hereto
that if any provision of this Lease is capable of two constructions, one of
which would render the provision void and the other of which would render the
provision valid, then the provision shall have the meaning which renders it
valid.

25.6 COSTS OF SUIT: (A) Should Landlord, without fault on Landlord's part, be a
party to any litigation instituted by any third party against the Tenant, or by
or against any person holding under or using the Premises by license of Tenant,
or for the foreclosure of any lien for labor or material furnished to or for
Tenant or any such other person or otherwise arising out of or resulting from
any act or transaction of Tenant or of any such other person, Tenant covenants
to save and hold Landlord harmless from any judgment rendered against Landlord
or the premises or any part thereof, and costs and expenses, including
reasonable attorney's fees, incurred by Landlord in or in connection with such
litigation.

(B) Should Tenant, without fault on Tenant's part, be a party to any litigation
instituted by any third party against the Landlord, or by or against any person
claiming an interest in the Premises through Landlord, or for the foreclosure of
any lien for labor or material furnished to or for Landlord or any such other
person or otherwise arising out of or resulting from any act or transaction of
Landlord or of any such other person, Landlord covenants to save and hold Tenant
harmless from any judgment rendered against Tenant, and costs and expenses,
including reasonable attorney's fees, incurred by Tenant in or in connection
with such litigation.

(C) In the event any suit or litigation occurs as a result of this Lease between
Landlord and Tenant, the prevailing party in any such litigation shall be
entitled to an award of reasonable attorney's fees and costs. Such award of fees
and costs, and the amount thereof, shall be determined by and in the discretion
of the court presiding in such litigation.

25.7 TIME: Time is of the essence of this Lease end each and every provision
hereof, except as to the conditions relating to the delivery of possession of
the Premises to Tenant.

25.8 WAIVER: No covenant, term or condition or other breach thereof shall be
deemed waived, except by written consent of the party against whom the waiver is
claimed, and any waiver or the breach of any covenant, term or condition shall
not be deemed to be a waiver of any other covenant, term or condition.

IN WITNESS WHEREOF the parties have signed this Lease on the respective dates
below, and agreed as of the effective date above.

Dated 12/12/94 Dated 12 DECEMBER 1994

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ - Landlord Kaire International, Inc.,
-------------------------------- a Colorado corporation - Tenant
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ - Landlord

Dated 12/12/94 By /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
------------------------------
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title EXEC VP & CFO
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇

ADDENDUM to Lease Agreement (one page)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as Landlords and
Kaire International, Inc. as Tenant -
Dated ______________________, 1994

A.1. TENANT FINISH: (a) Landlord and Tenant acknowledge they have agreed to the
tenant finish of the premises to be leased, including floor plan, extent of
tenant finish and quality of tenant finish. Such details are stated in the
letter from Landlord to Tenant dated December 2, 1994, a copy of which is
attached hereto and incorporated herein by reference, plus tenant finish shall
include window coverings (venetial blinds or vertical blinds, at Landlord's
choice).

(b) Landlord shall complete the tenant finish by January 1, 1995. Landlord will
diligently pursue completion of the tenant finish, but shall not be liable to
Tenant for any delay in completing the tenant finish due to any cause beyond the
control of Landlord.

A.2. PARKING AREA: (a) Landlord and Tenant have agreed to the specifications of
a gravel parking area on the north side of the structure in which the Exclusive
Premises are located, to be used by employees of Tenant. Such parking area has
been constructed at the direction and cost of Tenant. Tenant shall hold Landlord
harmless upon such cost.

(b) In order to obtain inmmediate use of the parking area, Landlord has
represented to the City of Longmont Planning Department that it will complete,
by June 30, 1995, the landscaping required by the site plan upon The property
approved in 1990. Landlord agrees with the Tenant to timely complete such
landscaping, at its cost.

(c) Landlord and Tenant agree the parking lot is for the non-exclusive use of
Tenant, and that Landlord and employees of Landlords' electrical construction
corporation may park in the parking area.

(d) Tenant shall supervise utilization of the parking area by its employees, and
may ▇▇▇▇ the parking area, at its expense, if it wishes, with Landlord's prior
consent to the configuration of any marking.

(e) Landlord agrees to maintain public liability insurance in a reasonable
amount covering the parking area. Landlord will be solely responsible for
maintenance and upkeep of the parking area, except Tenant will be responsible
for any damage to the parking area caused by the negligence of its officers,
agents, employees, licensees or invitees.

(f) Landlord and Tenant will jointly arrange, and equally pay one-half of the
cost of, snow removal from the parking area needed during the term of this
Lease.

A-3. NON-SMOKING BUILDING: Smoking of cigarettes, cigars, and pipes is not
permitted within the structure in which the Exclusive Premises are located.
Tenant will inform its officer, agents, employees, licensees, and invitees of
such policy, and take reasonable actions to enforce such policy among such
persons.

ADDENDUM TO LEASE AGREEMENT

THIS AGREEMENT entered into between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
individuals (herein "Landlord") and Kaire International, Inc., a Colorado
corporation (herein "Tenant") with respect to real property located at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ of Longmont, Boulder County, Colorado. The First National
Bank of Longmont (herein "the Bank") is not a party to this Agreement, but has
signed below, without liability, solely as evidence of having given its consent
to the terms hereof, as required by terms of a Deed of Trust between Landlord
and the Bank dated October 15, 1991.

THIS ADDENDUM incorporates by reference a certain Lease Agreement between
the same parties dated January 1, 1995, and includes herein as applicable all
additional terms therein not expressly inconsistent with the terms of this
Addendum. A copy of said Lease Agreement is attached hereto as Exhibit A.

THE PURPOSE of this Addendum is to extend the description of premises
described in the January 1, 1995 Lease Agreement to include additional space,
described below, and to extend the term of the tenancy of both the January 1,
1995 Lease Agreement, and of the premises described in this Addendum, to
Midnight on February 28, 1996.

IN CONSIDERATION of the mutual covenants, conditions and promises
contained herein, Landlord leases to Tenant and Tenant agrees to lease from
Landlord that additional office space described herein in paragraph 3 below, for
the period of time stated in paragraph 2 below.

1. Effective Date. The effective date of this Addendum is July 19, 1995.

2. Period of Lease. The period of the tenancy shall extend from July 19,
1995 through February 28, 1996 for all premises covered by this Addendum, which
the parties agree shall also extend the period of occupancy of the premises
described in the January 1, 1995 Lease Agreement to February 28, 1996.

3. Premises. The premises covered by the January 1, 1995 lease shall
remain the same as stated in the original lease. The premises included in this
Addendum include the entire southern half or remainder of the second floor of
the premises located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, consisting of 2,430 square feet of
available office space. Kaire International shall have exclusive possession of
the entire of the second floor of the building.

4. Rental Amount. Tenant shall pay as rent for the premises the sum of
$5.50 per square foot for the 2,430 square feet of leasable space, for a total
rent during the first term of this addendum of $8,191.15, payable in monthly
installments of $1,113.75 each (the first payment for 11 days in July in the
amount of $394.90 shall be paid on Friday, July 21, 1995), commencing with the
August payment.

5. Payment of Rent. The parties agree that, pursuant to the notice by
First National Bank of Longmont, dated April 25, 1995, receipt of which is
acknowledged, Tenant shall make all payments of rent directly to the First
National Bank of Longmont, to be credited to the account of Landlord according
to terms of a certain Deed of Trust dated October 15, 1991 between Landlord and
the Bank. Copies of the notice and Deed of Trust are attached hereto as Exhibits
B and C respectively, and are incorporated herein by reference. Tenant's checks
to Landlord shall be joint checks made payable to Landlord and the First
National Bank. Landlord shall promptly endorse said rent checks upon receipt and
shall transmit the same to the Bank.

Payments due to Landlord hereunder for contribution to common utilities
shall be made directly to Landlord, who covenants and agrees to keep all
utilities payments current during the term of this Lease and to insure that no
stoppage of utility service occurs as a result of nonpayment of utilities by
Landlord.

All monies and things of value received by Landlord from Tenant for
payment of utilities are agreed to be received expressly in trust for payment of
utilities and Landlord agrees to indemnify and hold Tenant harmless of all loss,
if any, resulting from Landlord's failure to make any utilities payments when
due.

6. Adjustment/Credit for Lease Payments Previously Paid. The parties agree
that although the premises described in the January 1, 1995 Lease Agreement were
due to be occupied on January 1, 1995, the actual date of occupancy was February
18, 1995. The parties have compromised the issue and agreed that Tenant shall
receive one month's lease payment credit in the month of January, 1996, and
Tenant shall commence making lease payments in February, 1996, at the rate of
$5.50 per square foot for the month of February. Payment shall be made by joint
check payable to Landlord and the First National Bank according to the
provisions of paragraph 5 above.

7. Option to Extend Lease. The parties have agreed that Tenant shall have
the option to extend this Lease for a period of one additional one year on the
same terms contained herein, and for a second year, with rent to be adjusted
based on the increase or decrease in the Consumer Price Index. The CPI to be
utilized will be the "All Urban Consumers, Western States Average." The base
period for the purpose of adjustment shall be January, 1995. Tenant shall be
afforded a right of first refusal to lease any additional space in or about the
premises located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ which Landlord may offer for Lease at any
time within the term hereof, including the period of any renewal option.
Landlord is under no obligation to conform the term, rental, or provisions of an
offer to lease any such additional space to the terms and provisions of the
January 1, 1995 Lease, as originally undertaken or as amended herein.

Tenant shall notify Landlord of its election to renew the tenancy not
later than 90 days before the expiration of the lease term, including any
extension thereof.

8. Termination Contingency. Tenant's liability to occupy and pay rent for
the premises leased pursuant to the January 1, 1995 Lease Agreement, and
pursuant to this

Addendum, for the months of January and February, 1996, is expressly conditioned
upon Tenant's ability to secure approval of the City of Longmont for an
extension of the use of the public right of way permit allowing overhead
telephone and computer wires to be erected and maintained across Fourth Avenue.
The use of public right of way permit presently in effect expires on January 1,
1996. Tenant shall make reasonable efforts to secure approval of the City to
extend the permit to include the termination date of this agreement (February
28, 1996).

Tenant shall make timely application for extension of the permit, and
notify Landlord of the status of the application not later than October 1, 1995.

9. Installation of Additional Wires. Although not expressly a termination
contingency as described in paragraph 8 above, Landlord and Tenant agree that
Tenant may, upon approval of the City, erect additional outside wires extending
from the premises to any other structure occupied by Tenant. Any such additional
installation shall be at Tenant's own expense. Landlord agrees that Tenant may
erect such additional wires or utility service as is reasonably necessary for
the conduct of Tenant's business, provided that the premises shall be restored
to their original condition, fair wear and tear excepted, upon termination of
the tenancy. At the option of Landlord, any modifications for utility service
installed by Tenant, which are fixtures to the building, may be left intact and
turned over to Landlord in "as is" condition. Landlord shall notify Tenant of
his intention with respect to such installations not later than 30 days prior to
expiration of the term of this agreement.

10. Bankruptcy Effects. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is presently a debtor in a Chapter
13 proceeding pending in the U.S. Bankruptcy Court. With respect to his
ownership of an interest in the premises, he is a "debtor in possession" with
full power and authority to enter into this agreement. In Tenant's sole
discretion, to promote enforceability of the lease by Tenant, Tenant may request
and secure the Court's approval of the Lease Agreement and this Addendum, to
insure continuity of occupancy in the event of conversion of the case from
Chapter 13 to a liquidation under Chapter 7. In the event Tenant wishes to
secure approval of the Court, Landlord agrees to cooperate in good faith with
Tenant, as necessary, to secure the Court's approval of the agreement, and
Landlord shall take no action contrary to the Tenant's request for Court
approval.

11. Understanding of Parties and First National Bank of Longmont. The
parties are proceeding with this Lease Addendum pursuant to a letter from ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, attorney for the First National Bank of Longmont, dated July 13,
1995, which states the Bank's consent to the parties entry into a commercially
reasonable lease without prior Bank approval of specific terms. Nonetheless, the
parties agree that the Bank shall be provided a copy of this Lease Addendum for
its records.

12. Additional Provisions.

(a) Trash Dumpster. Landlord and Tenant shall each maintain and pay for
their own trash disposal facilities.

(b) Concerning Parking. For the time that Kaire has the entire second
floor of the building leased, Kaire may use the six parking spaces immediately
in front of the building to the north side of the glass entry doors. ▇▇▇▇▇ shall
have the sole use of the other parking spaces to the south of the glass doors.
Kaire may use the two parallel parking spaces behind the convenience store,
leaving one space for ▇▇▇▇▇ at this location. All doors to the building,
specifically the large delivery roll up doors, are to be kept clear at all times
for deliveries.

(c) Concerning Lockup of the Building. Kaire is to lock and unlock both
the back doors at the rear stairwell during business hours each day. The main
glass front door is to be locked each day at 6:00 p.m. and remain locked at
night if anyone from Kaire or ▇▇▇▇▇ is working in the building after 6:00 p.m.

(d) Security System. For so long as Tenant occupies the entire second
floor of the building, Tenant will install and maintain an electronic fire and
security system to protect its operations. Tenant shall provide Landlord
emergency numbers to reach the Kaire employee authorized to disable the security
system after hours, to permit Landlord to enter the premises in case of
emergency without setting off the security system. Routine entries by Landlord
for inspection and repair shall be made during normal business hours when Kaire
employees are present in the premises. Landlord shall provide Tenant emergency
telephone numbers where Landlord may be reached after hours in case of
emergency.

(e) Restricted Access. Due to risk of personal injury, no Kaire employee
or visitor or guest is to enter Walck's warehouse area unless in the company of
a ▇▇▇▇▇ employee.

(f) Landlord Approval of Installations. Landlord shall be entitled to
review and approve any revisions to the building contemplated by Tenant in
connection with installation of communication, fire and security systems,
general remodeling and any other modifications of the building or existing
service systems. Landlord agrees to be reasonable and accommodating to Tenant in
its review of revisions, and the parties contemplate that most requests for
approval will be oral rather than in written form, due to the cost of preparing
drawings for each change.

(g) Non-Smoking. The parties agree that all smoking shall be prohibited in
the building during the term of this lease and any extension thereof.

(h) Cleaning of the Stairwells. Kaire shall be responsible for the
cleaning and maintenance of all stairwells accessing the second floor of the
building.

(i) Parties to Seek City Approval. Landlord shall promptly seek approval
of the City of Longmont for extension of the non-conforming use permit to
maintain the gravel parking lot, and Tenant shall promptly seek approval of the
City for approval of the non-conforming use of the public right of way for its
maintenance of telephone and computer cable over Fourth Avenue.

Kaire/▇▇▇▇▇ Lease Addendum
July 19, 1995
Page 5 of 5 pages

DATED this 24th day of July, 1995

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------- -------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Landlord ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Landlord

KAIRE INTERNATIONAL, INC.,
a Colorado corporation -- Tenant

By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇.▇. ▇▇▇▇▇▇▇▇▇, Vice-President
of Operations

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
COUNSEL BEFORE SIGNING

================================================================================

BUSINESS LEASE

This lease, dated December 4, 1996, is between Country Hills Investments,
as Landlord, and Kaire International, Inc., as Tenant.

In consideration of the payment of the rent and the performance of the
covenants and agreements by the Tenant set Forth herein, the Landlord does
hereby lease to the Tenant the following described premises situate in Boulder
County, in the State of Colorado; the address of which is 380 Lashley, 310
Lashley #l07 and ▇▇▇ ▇▇▇▇▇▇▇ #▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Said premises, with all the appurtenances, are leased to the Tenant from
the date of March 1, 1997, until the date of March 1, 1999 at and for a rental
for the full term of $223,433.44 payable in monthly installments of $9,309.73,
in advance, on the 1st day of each calendar month during the term of this lease,
payable at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, without notice.

THE TENANT, IN CONSIDERATION OF THE LEASING OF THE PREMISES AGREES AS FOLLOWS:

1. The Tenant shall pay the rent for the premises above-described.

2. The Tenant shall, at the expiration of this tease, surrender the
premises in as good a condition as when the Tenant entered the premises,
ordinary wear and tear excepted. The Tenant shall keep all sidewalks on and
around the premises free and clear of ice and snow, keep the entire exterior
premises free from all litter, dirt, debris and obstructions; and keep the
premises in a clean and sanitary condition as required by the ordinances of the
city and county in which the property is situate.

3. The Tenant shall not sublet any part of the premises, nor assign the
lease, or any interest therein, without the written consent of the Landlord.

4. The Tenant shall use the premises only as offices and shall not use the
premises for any purposes prohibited by the laws of the United States or the
State of Colorado, or of the ordinances of the city or town in which said
premises are located, and shall neither permit nor suffer any disorderly
conduct, noise or nuisance having a tendency to annoy or disturb any persons
occupying adjacent premises.

5. The Tenant shall neither hold, nor attempt to hold, the Landlord, its
agents, contractors and employees, liable for any injury, damage, claims or loss
to person or property occasioned by any accident, condition or casualty to,
upon, or about the premises including, but not limited to, defective wiring, the
breaking or stopping of the plumbing or sewage upon the premises, unless such
accident, condition or casualty is directly caused by intentional or reckless
acts or omission of the Landlord. Notwithstanding any duty the Landlord may have
hereunder to repair or maintain the premises, in the event that the improvements
upon the premises are damaged by the negligent, reckless or intentional act or
omission of the Tenant or any employees, agents, invitees, licensees or
contractors, the Tenant shall bear the full cost of such repair or replacement.
The Tenant shall hold Landlord, Landlords agents and their respective successors
and assigns, harmless and indemnified from all injury, loss, claims or damage to
any person or property while on the demised premises or any other part of
Landlords property, or arising in any way out of Tenant, business, which is
occasioned by an act or omission of Tenant, its employees, agents, invitees,
licensees or contractors. The Landlord is not responsible for any damage or
destruction to the Tenant's personal property.

6. The Tenant shall neither permit nor suffer said premises, or the walls
or floors thereof to be endangered by overloading, nor said premises to he used
for any purpose which would render the insurance thereon void or the insurance
risk more hazardous, nor make any alterations in or changes in, upon, or about
said premises without first obtaining the written consent of the Landlord.

7. The Tenant shall obtain and keep in full force, at Tenant's expense,
fire and liability insurance as may be reasonably required by the Landlord.
Tenant shall provide copies of such insurance policies upon the Landlord's
request.

8. The Tenant shall permit she Landlord to place a "For Rent" sign upon
the leased premises at any time after sixty (60) days before the end of this
lease.

9. The Tenant shall allow the Landlord to enter upon the premises at any
reasonable hour.

IT IS EXPRESSLY UNDERSTOOD AND AGREED BETWEEN LANDLORD AND TENANT AS FOLLOWS:

10. The Tenant shall be responsible for paying the following: |X| Electric
|_| Gas |X| Water |X| Sewer |X| Phone |X| Refuse Disposal |X| Janitorial
Services Other ____________________.

The |X| Landlord |_| Tenant agrees to keep all the improvements upon the
premises, including but not limited to, structural components, exterior walls,
roofs, sewer connections, plumbing, wiring and glass in good maintenance and
repair at their expense. In the event the Landlord is responsible for repair of
the premises, the Tenant shall be obliged to notify the Landlord of any
condition upon the premises requiring repair and the Landlord shall be provided
a reasonable time to accomplish said repair.

11. No assent, express or implied, to any breach or default of any one or
more of the agreements hereof shall be deemed or taken to be a waiver of any
succeeding or other breach or default.

12. If after the expiration of this lease, the Tenant shall remain in
possession of the premises and continue to pay rent without a written agreement
as to such possession, then such tenancy shall be regarded as a month-to-month
tenancy, at a monthly rental, payable in advance, equivalent to the last month's
rent paid under this lease, and subject to all the terms and conditions of ibis
lease.

13. If the premises are left vacant and any part of the rent reserved
hereunder is not paid, then the Landlord may, without being obligated to do so,
and without terminating this lease, retake possession of the said premises and
rent the same for such rent, and upon such conditions as the Landlord may think
best, making such changes and repairs as may be required, giving credit for the
amount of rent so received less all expenses of such changes and repairs, and
the Tenant shall be liable for the balance of the rent herein reserved until the
expiration of the term of this lease.

14. The Landlord acknowledges receipt of a deposit in the amount of $8,380
to beheld by the Landlord for the faithful performance of all of the terms,
conditions and convenants of this lease. The Landlord may apply the deposit to
cure any default under the terms of this lease and shall account to the Tenant
for the balance. The Tenant may not apply the deposit hereunder to the payment
of the rent reserved hereunder or the performance of other obligations.

================================================================================

15. If the Tenant shall be in arrears in payment of any installment of
rent, or any portion thereof, or in default of any other covenants or agreements
set forth in this lease, and the default remains uncorrected for a period of
three (3) days after the Landlord has given written notice thereof pursuant to
applicable law, then the Landlord may, at the Landlord's option, undertake any
of the following remedies without limitation: (a) declare the term of the lease
ended; (b) terminate the Tenant's right to possession of the premises and
reenter and repossess the premises pursuant to applicable provisions of the
Colorado Forcible Entry and Retainer Statute; (c) recover all present and future
damages, costs and other relief to which the Landlord is entitled; (d) pursue
breach of contract remedies; and/or (e) pursue any and all available remedies in
law or equity. In the event possession is terminated by a reason of default
prior to expiration of the term, the Tenant shall be responsible for the rent
occurring for the remainder of the term, subject to the Landlord's duty to
mitigate such damages. Pursuant to applicable law [13-40-104(d.5), (e.5) and
13-40-107.5, C.R.S.] which is incorporated by this reference, in the event
repeated or substantial default(s) under the lease occur, the Landlord may
terminate the Tenant's possession upon a written Notice to Quit, without a right
to cure. Upon such termination, the Landlord shall have available any and all of
the above-listed remedies.

16. If the property or the premises shall be destroyed in whole or in part
by fire, the elements, or other casualty and if, in the sole opinion of the
Landlord, they cannot be repaired within ninety (90) days from said injury and
the Landlord informs the Tenant of said decision; or if the premises are damaged
in any degree and the Landlord informs the Tenant it does not desire to repair
same and desires to terminate this lease; then this lease shall terminate on the
date of such injury. In the event of such termination, the Tenant shall
immediately surrender the possession of the premises and all rights therein to
the Landlord; shall be granted a license to enter the premises at reasonable
times to remove the Tenant's property; and shall not be liable for rent accruing
subsequent to said event. The Landlord shall have the right to immediately enter
and take possession of the premises and shall not be liable for any loss, damage
or injury to tile property or person of the Tenant or occupancy of, in or upon
the premises.

If the Landlord repairs the premises within ninety (90) days, this lease
shall continue in full force and effect and the Tenant shall not be required to
pay rent for any portion of said ninety (90) days during which the premises are
wholly unfit for occupancy.

17. In the event any dispute arises concerning the terms of this lease or
the non-payment of any sums under this lease, and the matter is turned over to
an attorney, the party prevailing in such dispute shall be entitled, in addition
to other damages or costs, to receive reasonable attorneys' fees from the other
party.

18. In the event any payment required hereunder is not made within ten
(10) days after the payment is due, a late charge in the amount of 5% of the
payment will be paid by the Tenant.

19. In the event of a condemnation or other taking by any governmental
agency, all proceeds shall he paid to the Landlord hereunder, the Tenant waiving
all right to any such payments.

20. This lease is made with the express understanding and agreement that
in the event the Tenant becomes insolvent, the Landlord may declare this lease
ended, and all rights of the Tenant hereunder shall terminate and cease.

21. The Tenant and the Landlord further agree:

See Additional Provisions attached

This lease shall be subordinate to all existing and future security
interests on the premises. All notices shall be in writing and be personally
delivered or sent by first class mail, unless otherwise provided by law, to the
respective parties. If any term or provision of this lease shall be invalid or
unenforceable, the remainder of this lease shall not be affected thereby and
shall be valid and enforceable to the full extent permitted by law. This lease
shall only be modified by amendment signed by both parties. This lease shall be
binding on the parties, their personal representatives, successors and assigns.
When used herein, the singular shall include the plural.

Attest: Country Hills Investments
---------------------------- -----------------------------------------
Date

by: /s/ [Illegible] 12/4/96
-----------------------------------------
Date

Attest: Kaire International, Incl
---------------------------- -----------------------------------------
Date

by: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ 16 JAN 97
-----------------------------------------
Date

GUARANTEE

For value received, I guarantee the payment of the rent and the
performance of the convenants and agreements by the Tenant in the within lease.

----------------------------------- -----------------------------------------
Signature Date

ASSIGNMENT AND ACCEPTANCE

For value received _____________________________________ assignor, assigns
all right, title and interest in and to the within lease to ___________________,
assignee, the heirs, successors and assigns of the assignee, with the express
understanding and agreement that the assignor shall remain liable for the full
payment of the rent reserved and the performance of all the covenants and
agreements made in the lease by the Tenant. The assignor will pay the rent and
fully perform the covenants and agreements in case the assignee fails to do so.
In consideration of this assignment, the assignee assumes and agrees to make all
the payments and perform all the covenants and agreements contained in the lease
and agreed to by the Tenant.

----------------------------------- -----------------------------------------
Assignor Date Assignee Date

CONSENT OF ASSIGNMENT

Consent to the assignment of the within lease to ________________________
is hereby given, on the express condition, however, that the assignor shall
remain liable for the prompt payment of the rent and performance of the
covenants on the part of the Tenant as herein mentioned, and that no further
assignment of said lease or sub-letting of the premises, or any part thereof,
shall be made without further written agreement.

----------------------------------- -----------------------------------------
Signature Date Signature Date

LANDLORD'S ASSIGNMENT

In consideration of One Dollar, in hand paid, I hereby assign to
______________________ my interest in the within lease, and the rent therein
reserved.

-----------------------------------------
Landlord Date

ADDITIONAL PROVISIONS

A. The Tenant agrees, throughout the term of this lease, at Tenant's sole cost,
to provide and keep in force the following insurance: Public Liability Insurance
and Property Damage Insurance for the protection of the Lessee and Lessor
against comprehensive claims for bodily injury or property damage occurring upon
the premises with a combined single limit coverage of not less than $500,000,
insuring against claims of any and all personal injury, death, or damage to
person, or property occurring in or about the leased premises. The lessor to be
named in said policies as an insured. The Lessee shall deliver to Lessor
Certificates of Insurance certifying that such insurance is in full force and
effect and such policies shall provide for ten (10) days prior written notice to
the Lessor in the event of modification, cancellation, or termination.

B. The Landlord shall maintain the Common Area, sidewalks, driveways, parking
lot, lawns and shrubbery, including snow removal (over two(2) inches).

C. Signs must conform to City of Longmont sign code and must be approved by
Landlord prior to installation.

D. Landlord shall pay for major repairs or replacement of HVAC, electrical and
plumbing to the leased space provided that such repairs and replacement were not
caused by the misuse or neglegence of Tenant. Tenant shall conduct semi-annual
inspections and servicing (including filter changes) on the heating and air
conditioning units for said space during the term of this lease. Landlord shall
be responsible for freon maintenance.

E. Tenant shall have the right to extend the term of this Lease for an
additional one (1) year. This option shall be valid only if all of Tenant's
obligations in this Lease have been fully performed and all defaults, if any,
have been cured. This option may be exercised by giving the Landlord written
notice of intent to extend at least sixty (60) days prior to the expiration of
the initial term.

All provisions of the initial lease shall remain the same except for the
rent which shall be increased by the amount of the Denver/Boulder CPI for the
prior two years, as compiled by the U.S. Bureau of Labor Statistics.

Country Hills Investment Kaire International, Inc.

By: /s/ [Illegible] By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
------------------------ -----------------------------

EXHIBIT 10.4 LEASE AGREEMENT 1. This agreement is made this 20th day of November, 1995 effective November 14, 1995. 2. PARTIES: The parties to this Lease are the owners of property, George J. Walck and Joseph C. Walck, individuals (herein "Landlord"),...

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