
                  THIS LEASE AGREEMENT, made this 22nd day of June, 1998, by and
         between DIVERSIFIED  HOLDINGS XIX, INC., a Nevada corporation,  Grantor
         herein referred to as "Landlord", whose address is 2689 West 400 South,
         Suite  300,  Salt Lake  City,  Utah  84101,  ad T AND S  ASSOCIATES,  a
         Virginia limited partnership,  Grantee, herein referred to as "Tenant",
         whose address is 508 Indian River Road, Norfolk, Virginia 23523.

                                   WITNESSETH:

                  WHEREAS,  Diversified Holdings XIX, Inc., is the sole owner of
         the following described real estate, to-wit:

                    See Schedule A attached (the "Premises")

                  WHEREAS,  T AND S Associates desires to lease the premises for
         th purpose of  conducting  its  business as a  manufacturer  of various
         products  and   commodities,   including  a  soil   amendment   product
         manufactured from certain construction and demolition material;

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

                       DESCRIPTION OF THE LEASED PREMISES

                  Landlord  agrees  to  lease  and  Tenant  agrees  to rent  the
Premises.

                                 TERMS OF LEASE
                  Tenant  agrees  to lease the above  described  premises  for a
         period of twelve (12) months commencing on the 1st day of August, 1998.
         At the end of such twelve  month  period the lease shall be renewed for
         another twelve month period upon the same terms and conditions,  unless
         thirty (30) days prior to the end of such initial  twelve month period,
         Tenant  delivers to Landlord by certified mail, a written notice of its
         intention not to renew its lease.

                       COMMENCEMENT DATE AND IMPROVEMENTS

                  Landlord  agrees to lease the  Premises in  substantially  the
         same condition as exists as of the date of execution of this lease.

                  Landlord has advised  Tenant and Tenant  acknowledges  that it
         has  been  informed  of  the  current  environmental  condition  of the
         premises as set forth in the following reparts:

                  (a)      Level  I and  II,  Environmental  Assessments  of KMC
                           Foods,   Inc.,   Cheriton  Station,   Virginia,   for
                           Northampton County, Project No. 911240, August


<PAGE>

                           30, 1991, prepared by Talbot & Associates, Ltd.;

                  (b)      Site  Characterization  Report  for  Former KMC Foods
                           Plant,  Cheriton,   Virginia,  prepared  for:  Pemsco
                           Corporation,    prepared    by   Davis    Engineering
                           Association, P.C. dated October 1, 1993; and

                  (c)      Letter from Robert E. Guarni,  Brownfields  Technical
                           Coordinator,  United States Environmental  Protection
                           Agency  to Thomas E.  Harris,  County  Administrator,
                           dated  December  29,  1997,  with  Report  of  Roy F.
                           Weston,   Inc.  dated  December  29,  1997  (TDD  No.
                           9712-01).

                  Tenant  may enter  upon the  Premises  and make such  repairs,
         alterations  and  improvements as may be appropriate for the conduct of
         its  business.  Any such  improvements  shall  become the  Property  of
         Landlord; provided, however, that any machinery and equipment installed
         in or upon the Property  shall remain the property of Tenant and may be
         removed by Tenant at the conclusion of this lease.

                                      RENT

                  Tenant agrees to pay to Landlord at 268 West 400 south,  Suite
         300,  Salt Lake  City,  Utah  84101,  the sum of Ten  Thousand  Dollars
         ($10,000.00)  per month for the  lease of the  premises,  to be due and
         payable on the 1st day of each moth beginning on the 1st day of August,
         1998.  Upon  execution of this lease by  Landlord,  Tenant shall pay to
         Landlord the sum of Twenty Thousand Dollars ($20,000) said sum to cover
         the first month's rent and the last month's rent to be held as security
         for the future performance of the lease terms.

                                REAL ESTATE TAXES

                  During  the  term of this  lease,  Tenant  shall  pay all real
         estate, personal property and business taxes and assessments imposed on
         the  demised  real  estate  by  the  state,  county,  or  other  lawful
         governmental authority.

                                 USE OF PREMISES

                  The  parties  expressly  agree that this Lease is  executed in
         order that Tenant may conduct a  manufacturing  business or  businesses
         upon the premises.

                                    SERVICES

                  During the term of this Lease, Tenant shall be responsible for
         providing heat and electricity to the demised premises.



<PAGE>

                             ASSIGNMENT AND SUBLEASE

                  This  Lease  may  not be  assigned  or  transferred,  and  the
         premises  may not be  sublet,  either  in whole or in part,  by  Tenant
         without  Landlord's prior written  consent,  which consent shall not be
         unreasonably withheld.

                            RIGHT OF ENTRY TO REPAIR

                  Landlord  reserves  the  right  for  itself,  its  agents  and
         employees  to enter upon the  premises at any  reasonable  time to make
         repairs,  alterations,  or improvements;  provided,  however, that such
         repairs,  alterations, or improvements shall not unreasonably interfere
         with  Tenant's  business  operations.  Such  right to enter  shall also
         include  the  right to enter  upon the  Premises  for the  purposes  of
         inspection.

                                    INSURANCE

                  Tenant  shall  be   responsible   for  insuring  its  personal
         property.  Tenant  shall  maintain  a  comprehensive  public  liability
         insurance  policy in effect on the Premises and its activities  thereon
         with limits of not less than One Million  Dollars  ($1,000,000.00)  and
         shall cause the Landlord to be named as an  additional  insured on such
         policy.  During the term of this lease,  Tenant  shall also  maintain a
         fire  insurance  policy on the  premises  in the amount of One  Million
         Dollars ($1,000,000.00).

                            BANKRUPTCY OR INSOLVENCY

                  It is expressly  agreed that if at any time during the term of
         this lease,  Tenant  shall be adjudged  bankrupt  or  insolvent  by any
         Federal or State Court of competent jurisdiction,  Landlord may, at its
         option,  declare this lease to be terminated and canceled, and may take
         possession of the demised premises. In the event of the such bankruptcy
         or insolvency  of the Landlord,  or in the event the premises are sold,
         Tenant may elect to terminate  this lease,  but it will not be required
         to do so.

                 DAMAGE OR DESTRUCTION BY FIRE OR NATURAL CAUSES

                  If, during the term of this lease, any of the buildings on the
         demised  premises  which are in use by Tenant  are  destroyed  by fire,
         natural  causes,  or other  casualty,  or so damaged  thereby that they
         cannot be repaired with  reasonable  diligence  within sixty (60) days,
         this lease may be terminated by Tenant as of the date of such damage or
         destruction.  However, if said buildings can with reasonable  diligence
         be  repaired  within  sixty  (60)  days,  said  buildings  shall be, by
         Landlord, repaired as quickly as is reasonably possible, and this lease
         shall remain in full force and effect; provided, however, rent shall be
         abated  for any part of said  building  which  is  rendered  unfit  for
         occupancy for the period that such unfitness continues.


<PAGE>

                                      SIGNS

                  Tenant may display signs and shingles advertising its place of
         business without the prior consent of the Landlord.

                               OPTION TO PURCHASE

                  In further consideration of the sum of One Dollar ($1.00) cash
         in  hand  paid,  the  receipt  and   sufficiency  of  which  is  hereby
         acknowledged  by  Landlord,   Landlord  hereby  rants  to  Tenant,  its
         successors and assigns,  the exclusive  option to purchase the Premises
         upon the following terms and conditions:

                  (a)      The purchase  price for the Premises is Seven Hundred
                           Thousand Dollars  ($700,000.00),  to which all rental
                           payments shall be applied.  Teh balance shall be paid
                           in cash at closing.

                  (b)      This  option  may be  exercised  at any time from the
                           date of this lease until 5:00 P.M. on the 31st day of
                           July 2000, by written notice sent by certified  mail,
                           return receipt requested, to Landlord at 268 West 400
                           South, Suite 300, Salt Lake City, Utah 84101.  Tenant
                           shall  not  be  in   default   under  the  terms  and
                           provisions  of the  Lease at the time the  option  is
                           exercised.  In the event of  exercise  of the option,
                           then the  lease  shall  continue  in full  force  and
                           effect until closing.

                  (c)      In  further  consideration  for the sum paid for this
                           option,  the owners,  herein  designated as Landlord,
                           shall not  sell,  convey,  or  further  encumber  the
                           Premises  during  the  period of the  option  without
                           Tenant's prior written consent;  however,  this shall
                           not effect the Landlord's right and ability,  without
                           Tenant's consent,  to refinance existing debt so long
                           as the amount of the new debt does not exceed  eighty
                           (80)  percent  of the amount of the  purchase  price,
                           reduced by payments made thereon.

                  (d)      delivery of the deed and the balance of the  purchase
                           price and the  possession  of the Premises  will take
                           place  within ten (10) days of all  contingencies  in
                           the Lease being fulfilled;  provided,  however,  that
                           the  closing  shall  take place no later than the 1st
                           day of September,  2000,  with  settlement at the law
                           offices  of  the  Tenant's  attorney  in  Northampton
                           County, Virginia.  Possession,  free and clear of all
                           leases  and  licenses,  shall be  given  at  closing,
                           unless otherwise agreed in writing by the parties.

                           Real estate taxes, and all other assessments  against
                           the  real  estate  shall  be  prorated   between  the
                           Landlord and the Tenant as of the closing date.

                  (e)      At  Settlement,  Landlord shall convey to Tenant good
                           and  marketable  fee simple  title to the Premises by
                           deed of General Warranty containing


<PAGE>


                           English  Covenants  of  Title,  free  of  all  liens,
                           defects,  tenancies,  encumbrances and encroachments,
                           except as  otherwise  indicated  herein,  and subject
                           only to such restrictions and easements as shall then
                           be of  record  which  do not  affect  the  use of the
                           Premises  for  Tenant';s  intended  use or render the
                           title unmarketable. If a defect is found which can be
                           remedied by legal action  within a  reasonable  time,
                           Landlord shall, at Landlord's expense,  promptly take
                           such action as is  necessary  to cure the defect.  If
                           Landlord,  acting  in good  faith,  is unable to have
                           such defect  corrected  within  sixty (60) days after
                           notice of such defect is given to Landlord, then this
                           Lease may be terminated  by Tenant at the  expiration
                           of such sixty (60) day period.  Tenant may extend the
                           date  for  Settlement  to the  extent  necessary  for
                           Landlord to comply with this paragraph.

                           Landlord  agrees to pay the expense of preparing  the
                           deed,  certificates  of  nonforeign  status  and Form
                           1099-S  and  the   recordation   tax   applicable  to
                           grantors. Landlord shall pay when due all sums due to
                           realtor(s)  employed by Landlord in  connection  with
                           the sale of the Premises.

                           Except as otherwise agreed herein, all other expenses
                           incurred by Tenant in connection  with this purchase,
                           including   without   limitation,    surveys,   title
                           examination,  insurance  premiums,  recording  costs,
                           loan document preparation costs, and fees of Tenant's
                           attorney, shall be borne by Tenant.

                  (f)      Landlord  warrants  that  Landlord  is the fee simple
                           owner of the Premises and has all necessary authority
                           to sell the  Premises.  There are no other Leases for
                           sale of options involving the Premises,  and no other
                           pary  has  any  right,   title  of  interest  in  the
                           Premises.

                           Landlord warrants that there are no eminent domain or
                           condemnation    proceedings   pending   against   the
                           Premises,  and  Landlord  has  o  knowledge  of  such
                           proceedings or of any intentions or plans definite or
                           tentative that such proceedings might be instituted.

                           Landlord  warrants that there are no actions or suits
                           in law or equity or proceedings  by any  governmental
                           agency now pending or, to the  knowledge of Landlord,
                           threatened  against  Landlord in connection  with the
                           Premises.  In addition,  Landlord warrants that there
                           is no outstanding order,  writ,  injunction or decree
                           of any court or  governmental  agency  affecting  the
                           Premises.

                           Landlord  warrants  that  there has bot been made and
                           will  not be  made,  without  Tenant's  consent,  any
                           proffers or other  commitments  to any stat,  county,
                           federal or local  governmental or  quasi-governmental
                           authority,  utility or service company, or any public
                           or private organization or individual relating to the
                           Premises, which would impose any obligation on

<PAGE>

                           Tenant, or its assigns, after Settlement, to make any
                           contributions  of money or dedications of land, or to
                           construct,  install or maintain any improvements of a
                           public or private nature on or off the Premises.

                           Landlord warrants that it has not received any notice
                           from any  governmental  or private agency with regard
                           to the necessity of remediating the Premises  because
                           of the  existence  of an Hazardous  Materials,  toxic
                           chemicals or similar substances. This paragraph shall
                           survive  closing  and shall not merge  with the Deed;
                           except as disclosed under section  "Commencement Date
                           and Improvements", subsections (a) - (k).

                           Landlord warrants that Landlord know of no materially
                           adverse fact  affecting or  threatening to affect the
                           Premises  which has not been  disclosed  to Tenant in
                           writing.

                           The  representations  and  warranties of Landlord set
                           forth in this Agreement  shall be true and correct on
                           and  as  of  the   Closing   Date  as   though   such
                           representations and warranties were made on and as of
                           that date.  Notwithstanding that certain of Landlords
                           representations  and warranties may be limited to the
                           extent  of  actual   knowledge  by  Landlord   and/or
                           Landlord's  agents of the facts  stated  therein,  it
                           shall be a condition precedent to Tenant's obligation
                           to go to settlement that the facts stated in all such
                           representations and warranties shall be correct as of
                           teh time of the closing.

                  (g)      Landlord   warrants  and  represents  to  Tenant  the
                           following  matters and agrees to  indemnify,  defend,
                           and  hold  harmless  the  Tenant  from  any  loss  or
                           liability therefrom;

                                    (i)     Landlord   has  not   received   any
                                            notices  issued by any  municipal or
                                            other public  authority  with regard
                                            to any work or improvements  done or
                                            ordered by such authority to be done
                                            either  before  or after the date of
                                            this  Lease.  The  Landlord  has  no
                                            reason  to  believe  that  any  such
                                            notice  will be issued  between  the
                                            date hereof and the closing date.

                                    (ii)    Landlord is the sole holder of legal
                                            title to the  Premises in fee simple
                                            and the  Premises  is not subject to
                                            any  outstanding  lease  or  to  any
                                            other  estate or to any  outstanding
                                            option, lease, or agreement of sale.
                                            Landlord  has  the  full  power  and
                                            authority to execute,  deliver,  and
                                            perform  under  this  Lease  and all
                                            agreements and documents referred to
                                            herein.

                                    (iii)  There is no  condemnation  proceeding
                                           pending with regard

<PAGE>

                                            to any portion of the  Premises  and
                                            the  Landlord  does  not  know of or
                                            have reason to know of any  proposed
                                            condemnation proceedings with regard
                                            to any protion of the Premises.

                                    (iv)    To the best of Landlord's  knowledge
                                            and  belief,  the  Premises  in  not
                                            subject   to  any   "Superfund"   or
                                            similar  lien  or any  claim  by any
                                            government   regulatory   agency  or
                                            third party  relating to the release
                                            or   threatened   release   of   any
                                            hazardous   or   toxic    substance,
                                            material, or waste.

                                  CONTINGENCIES

                  This Lease is contingent upon the following:

                  1.       No  restrictions  on  the  real  estate   prohibiting
                           Tenant's  aforesaid  use of the real  estate  for the
                           manufacturing or certain commodities by Tenant.

                  2.       No existing  easements,  covenants,  restrictions  or
                           rights in the real estate  prohibiting or interfering
                           with  Tenant's  aforesaid  intended  use of the  real
                           estate.

                  3.       Tenant obtaining from Northampton County approval for
                           the use of the Premises as aforesaid.

                           Landlord  agrees  to  cooperate  with  Tenant  on any
                  applications   required  to  obtain  the  Northampton   County
                  approval  outlined  above,  but all costs of same shall be the
                  Tenant's  sole   responsibility.   Landlord   shall  sign  any
                  applications  and such other documents as may be necessary for
                  the  successful  approval of the  subject  real estate for its
                  intended use as outlined above.

                           Tenant  may void this Lease if any one or more of the
                  above contingencies and/or conditions set forth herein are not
                  fulfilled to Tenant's satisfaction. If voided by Tenant due to
                  the failure of any contingency, and deposits shall be returned
                  to the Tenant.

                           Prior  to  the  closing,   the  Tenant  and  Tenant's
                  designated  agents and employees shall have full access to the
                  Premises for the purpose of making engineering,  topographical
                  and such  additional  studies  as  Tenant  deems  appropriate.
                  Tenant  shall not  undertake  any  studies  which  damage  the
                  Prmises.

                           Landlord  agrees to provide  to  Tenant,  at no cost,
                  within  five  (5) days  after  Landlord's  acceptance  of this
                  Lease, any surveys, environmental assessment information, soil
                  studies, and other agreements affecting the Premises.



<PAGE>


                                 BINDING EFFECT

                           The   parties,   having  read  and   understood   the
                  provisions of this lease,  agree for  themselves,  their hers,
                  administrators,   personal  representatives,   executors,  and
                  assigns to be bound thereby.

                           In Witness  Whereof,  the parties have  executed this
                  lease on the ___ day of ______________ , 1998.


                                             DIVERSIFIED HOLDINGS XIX, INC.


                                             By:     /s/ Richard Surber
                                             Its:          President


                                             T AND S ASSOCIATES


                                             By:        G.Elliott Schaubach, Jr.
                                             Its:    General Partner


