1.     LEASE  SCHEDULE

1.     Date  of  Lease:     May  10,  1999

2.     Landlord:     Rolling  Meadows  Associates,  L.L.C.,  an Illinois limited
liability  company

3.     Tenant:     SunCom Telecommunications, Inc., a company incorporated under
the  federal  laws  of  Canada  whose  name  is  being  changed  to
VirtualSellers.com.Inc., a company incorporated under the federal laws of Canada

4.     Property:     3005  and  3075  Tollview  Drive, Rolling Meadows, Illinois

5.     Premises:     3075  Tollview  Drive,  Rolling  Meadows,  Illinois

6.     Purpose:     General  corporate  offices  only,  provided  same  is  in
compliance  with  all  zoning  and  land  use  regulations  and  covenants  and
restrictions  of  record.

7.     Lease  Term:     Five  (5)  years  and zero (0) months, beginning June 1,
1999  ("Commencement  Date")  and  ending  May  31,  2004.

8.     Area  of  Premises  in  rentable  square feet ("r.s.f."):   Approximately
20,000

9.     Jurisdiction in which the Property is located:   City of Rolling Meadows,
County  of  Cook,  State  of  Illinois

10.     Tenant's  Share:Sixty-One  (61%)  Percent

11.     Annual  Base  Rent  in  U.S.  Dollars:

1ST  Year  -     $220,000.00     4TH  Year  -     $250,000.00
2ND  Year  -     $230,000.00     5TH  Year  -     $260,000.00
3RD  Year  -     $240,000.00

12.     Monthly  Base  Rent  in  U.S.  Dollars:

1ST  Year  -     $18,333.33     4TH  Year  -     $20,833.33
2ND  Year  -     $19,166.67     5TH  Year  -     $21,666.67
3RD  Year  -     $20,000.00

13.     Address  for  Purpose  of  Notice:

Landlord:  Meadows  Associates,  L.L.C.,  875 North Michigan Avenue, Suite 3840,
Chicago,  IL  60611 Attn:  Richard  M.  Perlman

With  a  copy to:  Lawrence M. Freedman, Ash, Anos, Freedman & Logan, L.L.C., 77
West Washington Street, Suite 1211, Chicago, IL  60602, Fax No: (312) 346-7847.

Tenant:  c/o  Dennis  Sinclair,  President,  SunCom  Telecommunications,
Inc./VirtualSellers.com.Inc.,  120 North  LaSalle  Street,  Suite  1000,
Chicago,  IL  60601

14.     Security  Deposit:          None

15.     Brokers:               Lancelot  Equities, Inc. and Integrated Financial
Corp.

16.     Special  Provisions:  The  rent due for the first year of the Term shall
be  paid  by  Tenant  to  Landlord  in the form of the issuance of Three Million
(3,000,000)  shares  of common stock in Tenant, in the form of one or more stock
certificates  to  be  attached hereto as Appendix "A" pursuant to a subscription
agreement to be executed by the parties as approved by counsel therefor prior to
commencement  of  the  Lease  Term.  Said  stock shall be deemed payment of Base
Rent,  Taxes, and Property Operating Costs due from Tenant for the first year of
the  Term  only.  Tenant  shall  be  responsible  for  payment  of all utilities
relating to the Premises and Premises Operating Costs during the entirety of the
Lease  Term.

Commencing  with  the second year through the duration of the Lease Term, Tenant
will  pay  all Base Rent, Taxes, Premises Operating Costs and Property Operating
Costs  and all other charges required to be paid by Tenant pursuant to the terms
of  the  Lease,  including  all  utilities  relating  to  the  Premises.

17.     Parking:  Tenant  is permitted the right to use on a non-exclusive basis
all parking at the Property with tenants of the building at 3005 Tollview Drive,
Rolling  Meadows,  Illinois.

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                                      LEASE

          THIS LEASE MADE and entered into as of the date set forth on the Lease
Schedule as Date of Lease, which Lease Schedule is appended to this Lease and is
specifically  incorporated  by reference herein, by and between the Landlord and
Tenant  as  set  forth  in  the  Lease  Schedule.

                              W I T N E S S E T H:

                                     Demise

     A.     Landlord  does  hereby  lease  to Tenant and Tenant hereby lets from
Landlord,  the  Premises set forth in the Lease Schedule, which are comprised of
that  certain  building  located as denoted as the Premises Address in the Lease
Schedule.  The  building  and  the real estate on which it is located comprising
the  Premises,  in  addition  to  the sister building, having an address of 3005
Tollview  Drive,  Rolling  Meadows, Illinois and all common areas affecting both
buildings,  are  hereinafter  referred  to as the "Property".  Landlord makes no
representations  or  warranties  as to the useable or rentable square footage of
the  Premises.

     B.     Such  letting and hiring is upon and subject to the terms, covenants
and  conditions  herein set forth and Tenant and Landlord covenant as a material
part  of  the  consideration  for this Lease to keep and perform each and all of
said  terms,  covenants  an conditions by them to be kept and performed and that
this  Lease  is  made  upon  the  condition  of  such  performance.

                                       1.

                                     Purpose

     The Premises are to be used for the Purpose set forth in the Lease Schedule
and  for  no  other  purpose  without the prior written consent of the Landlord.

                                       2.

                                      Term

     The  Lease  Term  shall  be  as  set  forth in the Lease Schedule except as
otherwise  expressly  provided  in  this  Lease.

                                       3.

                                   Possession

     Tenant  acknowledges that it accepts the Premises in its "as is" condition,
it  being understood that Landlord will complete the installation of a men's and
women's  handicapped  bathroom within ninety (90) days of the Commencement Date.

                                       4.

                        Definitions As Used in This Lease

     A.     The  term  "Commencement  Date"  is the date of the beginning of the
Lease  as  set  forth  in  the  Lease  Schedule.

     B.     The  term  "Tenant's Share" shall mean that amount set forth as such
in  the  Lease  Schedule being the ratio which the rentable area of the Premises
bears  to  the  Property.  The  Tenant's  Share  allocated to the Premises as it
relates  to the Property as a whole, is not meant, nor shall it be construed, as
a representation by Landlord as to the rentable or useable square footage of the
Premises.  The  parties  recognize  that  this  ratio  as  well  as  the  area
measurements  are reasonable approximations that may not be exactly precise, but
both Landlord and Tenant accept such ratio and measurements as final and binding
for  all  purposes  of  this  Lease.

     C.     The  Term  "Taxes"  means any and all taxes of every kind and nature
whatsoever which Landlord shall pay or become obligated to pay during a calendar
year  (regardless  of  whether such taxes were assessed or became a lien during,
prior or subsequent to the calendar year of payment) because of or in connection
with  the  ownership,  leasing  and  operation of the Premises including without
limitation,  real  estate  taxes,  personal  property  taxes, sewer rents, water
rents,  special  assessments,  transit taxes, legal fees and court costs charged
for the protest or reduction of property taxes and/or assessments or an increase
therein  in connection with the Property, any tax or excise on rent or any other
tax  (however  described) on account of rental received for use and occupancy of
any  or  all  of  the Property, whether any such taxes are imposed by the United
States,  the state or other local governmental municipality, authority or agency
or  any  political  subdivision  of any thereof in the Jurisdiction in which the
Property  is  located.  Taxes  shall  not include any net income, capital stock,
estate  or  inheritance  taxes.

     D.     The  term  "Premises  Operating  Costs"  means any and all expenses,
costs  and  disbursements of every kind and nature, usual and customary property
management  fees,  utilities, repairs, replacements, maintenance and decorating,
wages,  salaries,  sales  or  use  taxes  on  supplies  or  services,  legal and
accounting  costs  and  expenses,  janitorial  expenses,  structure,  roof,
exterminating,  HVAC  system maintenance, which Tenant shall pay during the term
of  the  Lease  or  any  other  expense  or  charge  whether or not hereinbefore
mentioned  which  in  accordance  with

<PAGE>

generally  accepted  accounting  or management principles respecting first class
buildings  in  the  Jurisdiction  in  which  the  Property  is  located would be
considered  as  an  expense of operating, maintaining or repairing the Premises.

     E.     The  term  "Property  Operating  Costs"  means any and all expenses,
costs  and  disbursements  of every kind and nature including but not limited to
landscaping,  snow  removal,  parking  lot  repairs  and replacements, and other
common  area  expenses  for the Property which Tenant shall pay according to its
Tenant's  Share  commencing  with  the  second year thorough the duration of the
Lease  Term.

                                       5.

                                    Base Rent

     A.     Except as otherwise provided herein, commencing with the second year
through the duration of the Lease Term, Tenant shall pay as initial Base Rent to
Landlord  the  Annual  Base  Rent  as  set  forth in the Lease Schedule in equal
monthly installments as set forth as the Monthly Base Rent in the Lease Schedule
in  advance  on  the first day of the first full calendar month and on the first
day  of each calendar month thereafter during the Term, and at the same rate for
fractions  of a month if the Term shall begin on any day except the first day or
shall  end  on  any  day  except  the  last  day  of  a  calendar  month.

     B.     Any  rent (whether Base Rent or additional rent) or other amount due
from  Tenant  to  Landlord under this Lease not paid when due shall incur a late
fee  equal  to the greater of:  (a) One Hundred ($100.00) per day until received
by Landlord; or (b) interest from the date due until the date paid at the annual
rate  of Four (4%) Percent above the prime rate as set forth as the Base Rate on
Corporate  Loans published by the Wall Street Journal from time to time, but the
payment  of  such  interest shall not excuse or cure any default by Tenant under
this  Lease.  The  covenants  herein  to pay rent (both Base Rent and additional
rent)  shall  be  independent  of  any  other  covenant set forth in this Lease.

     C.     Base  Rent and all of the rent provided herein shall be paid without
deduction or off-set in lawful money of the United States of America to Landlord
at  the  address  for  notice  shown  in  the  Lease  Schedule.

                                       6.

                                 Additional Rent

                                      Taxes

     A.     It  is further agreed between the parties hereto that in addition to
the  rental  provided  for  herein that Tenant will also pay commencing with the
second  year  through  the  duration  of  the Lease Term, as additional rent, an
amount  equal  to  Tenant's  Share  of  the  Taxes.

                                 Operating Costs

     B.     It  is further agreed between the parties hereto that in addition to
the rental provided for herein that Tenant will also pay during the term of this
Lease  all  Premises Operating Costs, as same are incurred, as well as an amount
equal  to  Tenant's Share of the Property Operating Costs to Landlord commencing
with  the  second  year  through  the  duration  of  the  Lease  Term.

                                       7.

                             Rent Adjustment Payment

     A.     Sixty  (60) days prior to the commencement of the second year of the
Lease  Term,  Landlord shall deliver to Tenant a written statement setting forth
Landlord's good faith estimate of Tenant's Share of Taxes and Property Operating
Costs  ("Taxes  and Property Operating Cost Statement") for the remainder of the
calendar year in which the second year of the Lease Term commences.  Thereafter,
prior to January 1 of each subsequent calendar year, or from time to time during
each  subsequent  calendar  year,  Landlord shall deliver an estimated Taxes and
Property  Operating  Cost Statement pertaining to each such forthcoming calendar
year.  Commencing  on  the  first  full calendar month of the second year of the
Lease  Term  and  on  the first day of each calendar month thereafter during the
Lease Term, Tenant shall pay one-twelfth (1/12TH) of Tenant's Share of Taxes and
Property  Operating  Costs as estimated by Landlord.  On or before the first day
of  June of each calendar year after the second year of the Lease Term, Landlord
shall  furnish to Tenant a written statement showing in reasonable detail actual
Property  Operating  Costs  and  Taxes  for  the  preceding  year for which such
statement  is furnished and showing the amount, if any, of rental adjustment due
for  such  year.

     B.     On  the  monthly  rental  payment  date (the "adjustment date") next
following  Tenant's  receipt  of each such annual statement, Tenant shall pay to
Landlord  as  additional  rent  an  amount equal to the sum of the net aggregate
rental  adjustment  shown on each such annual statement less the amount, if any,
of  the  total  estimated  additional  rent  paid by Tenant during the preceding
calendar  year.

     C.     In  the event that any such settlement required above indicates that
the  total  additional  rent  paid  by Tenant during the preceding calendar year
exceeds  the aggregate rental payable by Tenant for such calendar year, Landlord
shall apply such excess on any amounts of additional rent next falling due under
this  Lease  as  long  as  Tenant is not then in default of any of the terms and
provisions  of  this  Lease.

<PAGE>

     D.     The  annual  determination  of  Taxes  and  Property  Operating Cost
Statement  shall  be prepared in accordance with generally acceptable cash basis
accounting principles.  Tenant using either its own employee(s) or its certified
public  accountant  shall have the right to inspect at reasonable times and in a
reasonable  manner,  at  the  Landlord's office, such of the Landlord's books of
account  and  records  as pertain to or contain information concerning the items
included  in Property Operating Costs and Taxes for that year in order to verify
the  amounts  thereof.  Any  and  all  information obtained through the Tenant's
inspection  with  respect  to  financial matters (including, without limitation,
costs,  expenses,  income)  and  any  and  all  other  matters pertaining to the
Landlord  and/or  the  Property  as  well  as  any  compromise,  settlement,  or
adjustment  reached  between  Landlord and Tenant relative to the results of any
such  inspection  shall  be  held  in  strict  confidence  by the Tenant and its
officers,  agents,  and  employees;  and Tenant shall cause its certified public
accountant and any of its officers, agents, and employees to be similarly bound.
If  Tenant  shall  dispute  any item or items included in the Property Operating
Costs  or  Taxes  for such year, and such dispute is not resolved by the parties
within ninety (90) days after such statement is delivered to Tenant, then either
party  may at its sole expense, within thirty (30) days thereafter, request that
a firm of independent certified public accountants mutually selected by Landlord
and Tenant ("Independent Review") render to the parties an opinion as to whether
or  not  the  disputed  item  or items should have been included in the Property
Operating Costs and/or Taxes for such year, and the opinion of such firm on such
matter  shall  be conclusive and binding upon both parties, provided however, it
shall  be a further condition of Tenant's right to conduct an Independent Review
that  the  firm conducting the Independent Review shall not be retained upon the
basis of all or a portion of its fees being contingent based upon the results of
the Independent Review.  Landlord and Tenant agree that the firm's opinion shall
be  confidential  and  shall not be disclosed to any other party whatsoever.  In
the  event such Independent Review discloses that the amount due from Tenant was
overstated in excess of five (5%) percent on an annualized basis, Landlord shall
bear the reasonable cost of such Independent Review.  In all other cases, Tenant
shall bear the cost of such Independent Review.  Tenant employee(s) or certified
public  accountants may examine the records of Landlord supporting the Taxes and
Property Operating Cost Statement at Landlord's or the management agent's office
during  normal  business  hours  within forty-five (45) days after the Taxes and
Property  Operating  Statement  is  furnished.  Unless  Tenant  takes  written
exception  to any item within ninety (90) days after the furnishing of the Taxes
and  Property  Operating  Statement  (which  shall be noted on the item as "paid
under  protest"),  such  Statement  shall be considered as final and accepted by
Tenant.  Tenant shall promptly tender payment for any undisputed items and shall
tender  payment for any disputed items within ten (10) days after the resolution
of  any  such  dispute.

     E.     In  no  event  shall any rent adjustment result in a decrease of the
Base  Rent  as  set  forth  in  the  Lease  Schedule.

     F.     In  the  event of the termination of this Lease by expiration of the
stated  term  or  for  any  other  cause  or  reason  whatsoever  prior  to  the
determination  of rental adjustment as hereinabove set forth, Tenant's agreement
to pay additional rental accrued up to the time of termination shall survive the
expiration  or  termination  of  the  Lease.

                                       8.

                                  Holding Over

     Should  Tenant  hold  over after the termination of this Lease, by lapse of
time  or  otherwise,  Tenant shall become a tenant from month to month only upon
each  and all of the terms herein provided as may be applicable to such month to
month  tenancy  and  any  such holding over shall not constitute an extension of
this  Lease;  provided, however, during such holding over, Tenant shall pay Base
Rent  and  additional rent (as heretofore adjusted, or as estimated by Landlord)
at  Two  Hundred  (200%)  Percent  of the rate payable for the month immediately
preceding  said  holding  over,  and  in addition, Tenant shall pay Landlord all
damages,  consequential  as  well  as  direct,  sustained  by reason of Tenant's
holding over.  Alternatively, at the election of Landlord expressed in a written
notice  to  the  Tenant  and  not  otherwise, such retention of possession shall
constitute  a  renewal of this Lease for one (1) year at double the rent paid in
the  last  year  hereof.  The  provisions  of  this paragraph do not exclude the
Landlord's  rights  of re-entry or any other right hereunder.  Any partial month
of  any  holdover  period  shall require rent to be paid for the entirety of any
such  month.

                                       9.

                                Building Services

     A.     Neither  Landlord,  nor  any company, firm or individual, operating,
maintaining,  managing  or  supervising  the  plant or facilities furnishing the
services included in Landlord's energy costs nor any of their respective agents,
beneficiaries,  or  employees,  shall  be  liable  to Tenant, or any of Tenant's
employees,  agents,  customers  or  invitees or anyone claiming through or under
Tenant, for any damages, injuries, losses, expenses, claims or causes of action,
because  of any interruption or discontinuance at any time for any reason in the
furnishing  of  any  of  such  services, or any other service to be furnished by
Landlord  as set forth herein; nor shall any such interruption or discontinuance
relieve  Tenant  from full performance of Tenant's obligations under this lease.

     B.     Electricity  shall  not  be  furnished  by  Landlord,  but except as
otherwise  hereinafter  provided,  shall  be  furnished by the approved electric
utility  company serving the area ("Electric Service Provider").  Landlord shall
permit  the  Tenant  to  receive  such  service  direct from such public utility
company  at Tenant's cost, and shall permit Landlord's wire and conduits, to the
extent  available,  suitable  and  safely capable, to be used for such purposes.
Tenant  shall make all necessary arrangements with the local utility company for
metering  and  paying  for electric current furnished by it to Tenant and Tenant
shall  pay  for all charges for electric current consumed on the Premises during
Tenant's  occupancy  there.  The  electricity  used  during  the  performance of
janitorial  service,  the  making of alterations or repairs in the Premises, and
for  the  operation  of  the  Premises'  air  conditioning system at times other

<PAGE>

than  as  provided  herein;  or  the  operation  of any special air conditioning
systems which may be required for data processing equipment or for other special
equipment or machinery installed by Tenant, shall be paid for by Tenant.  Tenant
shall  make  no  alterations  or  additions  to  the  electric  equipment and/or
appliances  without  the prior written consent of the Landlord in each instance,
which  consent  shall  not  be  unreasonably  withheld.  Tenant  also  agrees to
purchase  form  the  Landlord  or  its  agent all lamps, bulbs after the initial
installation  thereof,  ballasts  and  starters  used  in the Premises, provided
however  that  the  availability,  quality,  and cost of any such items shall be
comparable  to  that available to Tenant from other suppliers.  Tenant covenants
and  agrees that at all times its use of electric current shall never exceed the
capacity  of  the  feeders  to  the  Building  or the risers or wiring installed
thereon.  Tenant  will  not,  without  the  written consent of Landlord, use any
apparatus  or  device  in  the  Premises  to connect to electric current (except
through  existing  electrical  outlets  in  the  Premises)  or  water pipes, any
apparatus  or  device  for  the  purpose of using electric current or water.  If
Tenant  shall  require  water  or  electric  current  in excess of that which is
respectively  obtainable  from  existing  water  pipes or electrical outlets and
normal  for  use  of  the  Premises  as general office space, Tenant shall first
procure the consent of Landlord, which Landlord may not unreasonably refuse.  If
Landlord  consents  to  such excess water or electric requirements, Tenant shall
pay  all  costs  including  but not limited to meter service and installation of
facilities  necessary  to  furnishing  such  excess  capacity.

     C.     (1)     Landlord  has advised Tenant that presently Electric Service
Provider  is  the  utility  company  selected by Landlord to provide electricity
service  for  the  Building.  Notwithstanding  the  foregoing,  to  the  extent
permitted  by  law,  Landlord  shall have the right at any time and from time to
time  during the Term to either contract for service form a different company or
companies providing electricity service (each such company hereinafter described
as  an  "Alternate  Service Provider") or continued to contract for service from
the  Electric  Service  Provider.

          (2)     Tenant  shall  cooperate  with  Landlord, the Electric Service
Provider,  and  any  Alternate  Service Provider at all times, and as reasonably
necessary,  shall  allow  Landlord,  Electric Service Provider and any alternate
Service  Provider  reasonable  access to the Building's electric lines, feeders,
risers,  writing,  and  any  other  machinery  within  the  Premises.

                                       10.

                            Condition of the Premises

     A.     By taking possession of the Premises, Tenant shall be deemed to have
agreed  that  the  Premises  were  as  of the date of taking possession, in good
order,  repair  and  condition.  No  promises of the Landlord to alter, remodel,
decorate,  clean  or  improve  the  Premises  and  no representation or warranty
expressed  or implied, respecting the condition of the Premises has been made by
the  Landlord  to  Tenant,  unless  the  same is contained herein or made a part
hereof.

     B.     Tenant  shall,  at its own expense, keep the Premises in good repair
and  tenantable  condition, and shall promptly and adequately repair all damages
to  the  Premises  under  the  supervision and with the approval of Landlord and
within  a  reasonable  period of time as specified by Landlord, loss by ordinary
wear  and  tear,  fire  and  other  casualty excepted.  If Tenant does not do so
promptly  and  adequately,  Landlord  may,  but  need not, make such repairs and
Tenant  shall  pay  Landlord  immediately  upon  request  by  Landlord.

     C.     The  parties acknowledge that the Americans With Disabilities Act of
1990  (42  U.S.C.  12101  et  seq.)  and  regulations and guidelines promulgated
thereunder, as all of the same may be amended and supplemented from time to time
(collectively  referred  to  herein  as  the "ADA") establish requirements under
Title  III  of  the  ADA  ("Title  III")  pertaining  to  business  operations,
accessibility and barrier removal, and that such requirements may be unclear and
may  or  may  not  apply  to the Premises depending on, among other things:  (1)
whether  Tenant's  business  operations  are  deemed  a  "place  of  public
accommodation"  or  a  "commercial  facility,"  (2) whether compliance with such
requirements  is  "readily  achievable"  or  "technically  infeasible,"  and (3)
whether  a  given  alteration  affects  a  "primary  function  area" or triggers
so-called "path of travel" requirements.  The parties acknowledge and agree that
Tenant  has  been  provided an opportunity to inspect the Premises sufficient to
determine  whether or not the Premises in their condition current as of the date
hereof  deviate in any manner from the ADA Accessibility Guidelines ("ADAAG") or
any  other  requirements  under  the  ADA pertaining to the accessibility of the
Premises.  Tenant  further  acknowledges and agrees that except as may otherwise
be  specifically  provided  herein,  Tenant  accepts  the  Premises  in  "as-is"
condition  and  agrees  that  Landlord makes no representation or warranty as to
whether  the  Premises  conform  to  the  requirements of the ADAAG or any other
requirements  under  the  ADA  pertaining  to the accessibility of the Premises.
Tenant  has  prepared  or reviewed the plans and specifications for the Tenant's
Work  and has independently determined that such plans and specifications are in
conformance  with  the  ADAAG  and  any  other  requirements of the ADA.  Tenant
further  acknowledges  and  agrees  that  to  the extent that Landlord prepared,
reviewed  or  approved any off those plans and specifications, such action shall
in  no  event be deemed any representation or warranty that the same comply with
any  requirements  of the ADA.  Notwithstanding anything to the contrary in this
Lease,  the  parties  hereby  agree  to  allocate  responsibility  for Title III
compliance  as  follows:  (a)  Tenant  shall  be  responsible  for all Title III
compliance  and  costs  in  connection  with the Premises, (including structural
work,  if  any,  and  including  any  leasehold improvements or other work to be
performed  in  the  Premises  under  or  in  connection with this Lease, and (b)
Landlord  shall  perform,  and  Tenant shall be responsible for the cost of, any
so-called  Title III "path of travel" requirements triggered by any construction
activities  or  alterations  in  the  Premises.  Except  as set forth above with
respect  to Landlord's Title III obligations, Tenant shall be solely responsible
for  all  other  requirements  under  the  ADA  relating  to  the  Tenant or any
affiliates  or  persons  or  entities  related  to  the  Tenant  (collectively,
"Affiliates"),  operations  of  the  Tenant  or  Affiliates,  or  the  Premises,
including,  without limitation, requirements under Title I of the ADA pertaining
to  Tenant's  employees.

                                       11.

<PAGE>

                                 Uses Prohibited

     Tenant  shall  not  use,  or  permit the Premises or any part thereof to be
used,  for  any  purpose or purposes other than as specified the Lease Schedule.
No  use  shall  be  made or permitted to be made of the Premises, nor acts done,
which will increase the existing rate of insurance upon the Property, or cause a
cancellation of any insurance policy covering the Property, or any part thereof,
nor  shall  Tenant  sell,  or  permit  to be kept, used or sold, in or about the
Premises,  any article which may be prohibited by Landlord's insurance policies.
Tenant  shall not commit or suffer to be committed, any waste upon the Premises,
or  any  public  or private nuisance or other act or thing which may disturb the
quiet  enjoyment  of any other Tenant in the Property, nor, without limiting the
generality  of the foregoing, shall Tenant allow the Premises to be used for any
improper,  immoral,  unlawful  or  objectionable  purpose.  Tenant agrees at all
times  to  cause  the  Premises  to  be operated in compliance with all federal,
state, local or municipal laws, statutes, ordinances, and rules and regulations,
including but not limited to those relating to zoning, environmental protection,
health,  and  safety.  Tenant further agrees to promptly cure any such violation
at  its  own  expense,  and  shall  furthermore  defend  and indemnity Landlord,
mortgagees,  and  officers,  agents, and employees thereof respectively, for any
and  all  liability,  loss,  costs  (including  attorneys'  fees  and expenses),
damages,  responsibilities  or obligations incurred as a result of any violation
of  any  of  the  foregoing.  Tenant  shall  upon request of Landlord certify in
writing  that  it  is  in  compliance  with  applicable local, state and federal
environmental  rules, regulations, statutes and laws for the preceding year.  At
the  request of the Landlord, Tenant shall submit to the Landlord, or shall make
available  for  inspection  and copying upon reasonable notice and at reasonable
times,  any  or  all  of  the  documents and materials prepared by or for Tenant
pursuant to any environmental law or regulation or submitted to any governmental
regulatory  agency  in  conjunction  therewith.  Landlord  shall have reasonable
access  to  the Premises to inspect the same to confirm that the Tenant is using
the  Premises  in  accordance with local, state and federal environmental rules,
regulations,  statutes  and  laws.  Tenant shall, at the request of the Landlord
and  at  the Tenant's expense, conduct such testing and analysis as is necessary
to  ascertain  whether  the  Tenant is using the Premises in compliance with all
local,  state  and  federal environmental rules, regulations, statutes and laws,
provided  however,  Landlord  shall  not  request that Tenant conduct such tests
unless  Landlord  has  a reasonable suspicion that Tenant may be in violation of
the  foregoing  rules,  regulations,  statues  or  laws.  Said  tests  shall  be
conducted  by  qualified independent experts chosen by the Tenant and subject to
Landlord's  reasonable  approval.  Copies  of reports of any such tests shall be
provided  to  the  Landlord.  The provisions within this paragraph shall survive
termination  of  this  Lease  and  shall  be binding upon and shall inure to the
benefit  of  the  parties  hereto,  their respective successors and assigns, and
mortgagees  thereof.

                                       12.

                               Compliance With Law

     Tenant shall not use the Premises or permit anything to be done in or about
the  Premises  which  in  any  way  conflict with any law, statute, ordinance or
governmental  rule  or regulation now in force or which may hereafter be enacted
or  promulgated.  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 in force and with the
requirements  of  any  board  of  fire underwriters or other similar body now or
hereafter  constituted  relating to or affecting the condition, use or occupancy
of  the  Premises.  The  judgment  of any court of competent Jurisdiction or the
admission  of  Tenant  in  an  action against Tenant whether Landlord be a party
thereto  or  not,  that  Tenant  has  violated  any  law,  statute, ordinance or
governmental rule, regulation or requirement shall be conclusive of that fact as
between  Landlord  and  Tenant.

                                       13.

                             Alterations and Repairs

     A.     Tenant  shall keep the interior and exterior of the Premises in good
condition  and repair ordinary wear and tear and loss by fire and other casualty
excepted,  and shall not do any painting or decorating, or erect any partitions,
make any alterations in or additions, changes or repairs to the Premises without
the  Landlord's  prior written approval in each and every instance, such consent
not  to  be unreasonably withheld.  It shall not be unreasonable for Landlord to
withhold  approval  of any alteration or addition which impacts structure or any
building  system,  or  which  would  otherwise  result  in  requiring additional
improvements  to the Premises and/or the Property.  In the event Landlord grants
the  requested  approval,  Tenant  shall be responsible for the cost of any such
alteration or additions, as well as the cost of any improvements to the Premises
and/or  Property  required  as  the  result thereof.  Unless otherwise agreed by
Landlord  and  Tenant  in writing, all such work shall be performed either by or
under  the direction of Landlord, but at the cost of Tenant.  During the term of
this  Lease,  no  work  shall  be  performed by or under the direction of Tenant
without  the  express written consent of Landlord.  Unless otherwise provided by
written  agreement, all alterations, improvements, and changes shall remain upon
and  be  surrendered  with  the  Premises,  excepting however that at Landlord's
option,  Tenant  shall,  at  its expense, when surrendering the Premises, remove
from  the  Premises  all such alterations, improvements, and changes and further
provided  that  Tenant  shall,  on  the  election  of Landlord, remove any trade
fixtures  provided  the  Premises  are  restored  to  a  condition  reasonably
satisfactory  to  Landlord.  If  Tenant  does  not  remove  said  additions,
decorations,  fixtures,  hardware,  non-trade  fixtures  and  improvements after
request  to do so by Landlord, Landlord may remove the same and Tenant shall pay
the  cost  of  such  removal  to  Landlord upon demand.  Except to the extent of
Landlord's  negligent  or  willful act or omission, Tenant hereby agrees to hold
Landlord  and  its agents and employees harmless from any and all liabilities of
every  kind  and  description  which may arise out of or be connected in any way
with said alterations or additions.  Any mechanic's lien filed against Premises,
or  the  Property,  for  work  claimed to have been furnished to Tenant shall be
discharged  of  record  by  Tenant  within ten (10) days thereafter, at Tenant's
expense,  provided  however Tenant shall have the right to contest any such lien
on  the  posting  of  reasonably  sufficient  security.

<PAGE>

     B.     Tenant  shall,  at  the  termination  of  this  Lease, surrender the
Premises  to  Landlord  in as good condition and repair as reasonable and proper
use  thereof will permit, loss by ordinary wear and tear, fire or other casualty
excepted.

                                       14.

                                   Abandonment

     During  the  term, if Tenant shall abandon, vacate or surrender (whether at
the  end  of  the  stated term or otherwise) the Premises, or be dispossessed by
process of law, or otherwise, any personal property belonging to Tenant and left
on  the  Premises  shall  be  deemed  abandoned,  at the option of the Landlord.

                                       15.

                            Assignment and Subletting

     A.     Tenant  shall  not  assign  this  Lease, or any interest therein and
shall  not  sublet  the  Premises or any part thereof, or any right or privilege
appurtenant  thereto,  or suffer any other person to occupy or use the Premises,
or  any  portion  thereof, without the written consent of Landlord first had and
obtained,  which  consent  shall  not  be  unreasonably  withheld  or  delayed.
Notwithstanding  the  foregoing,  Landlord's  consent  shall not be required for
assignments  or  subleases  to affiliates or subsidiaries of Tenant, so long as:
(I) the use of the Premises does not change; (ii) Landlord is given prior notice
thereof;  and  (iii)  Tenant  is  not  relieved  of  any  of  its liabilities or
responsibilities or any liabilities hereunder.  Tenant agrees all advertising by
tenant  or  on Tenant's behalf in any general circulation newspaper with respect
to  the  leasing or subletting of the Premises or any part thereof or assignment
of this Lease, must offer the space for lease at a rental not less than that for
which  comparable  space  in  the Property is then being offered by Landlord for
rent  or  not  advertise  the  rental  rate  for  such  space.

     B.     Except  for  assignments and subleases to affiliates or subsidiaries
as  provided  in the immediately preceding paragraph, Tenant shall, by notice in
writing, advise Landlord of its intention from on and after a stated date (which
shall  not  be  less  than sixty (60) days after the date of Tenant's notice) to
assign  or to sublet any such part of all of the Premises for the balance or any
part  of  the  Term,  and,  in  such  event Landlord shall have the right, to be
exercised  by  giving written notice to Tenant thirty (30) days after receipt of
Tenant's  notice,  to  recapture the space described in Tenant's notice and such
recapture  notice  shall, if given, cancel and terminate this Lease with respect
to  the  space  therein  described  as  of  the  date stated in Tenant's notice.
Tenant's  said notice shall state the name and address of the proposed subtenant
or  assignee,  the  proposed  subtenant's  or  assignee's  intended  use  of the
Premises, and shall include the potential subtenant's or assignee's most current
certified  financial  statement,  and  a  true and complete copy of the proposed
assignment or sublease or form of assignment shall be delivered to Landlord with
said notice.  If Tenant's notice shall cover all of the space hereby demised and
if  Landlord shall give the aforesaid recapture notice with respect thereto, the
Term of this Lease shall expire and end on the date stated in Tenant's notice as
fully  and  completely  as if that date had been herein definitely fixed for the
expiration  of  the  Term.  If,  however, this Lease be canceled pursuant to the
foregoing  with  respect  to  less  than the entire Premises, the rental and the
escalation  percentages  herein  reserved  shall be adjusted on the basis of the
number  of  square  feet  retained  by  Tenant  in  proportion  to  the rent and
escalation  percentages  reserved  in  this  Lease, and this Lease as so amended
shall continue thereafter in full force and effect.  If Landlord, upon receiving
Tenant's  said  notice  with  respect  to any such space, shall not exercise its
right  to  cancel  as  aforesaid,  Landlord  will  not unreasonably withhold its
consent  to  Tenant's  assigning  or subletting the space covered by its notice,
provided;  (I)  at  the  time thereof Tenant is not in default under this Lease,
(ii)  Landlord, in its sole discretion reasonably exercised, determines that the
reputation,  business, proposed use of the Premises and financial responsibility
of  the  proposed sublessee or occupant, as the case may be, of the Premises are
satisfactory  to Landlord, (iii)any assignee or subtenant shall expressly assume
all  the  obligations  of this Lease on Tenant's part to be performed; (iv) such
consent  if given shall not release Tenant of any of its obligations (including,
without  limitation,  its  obligation  to pay rent) under this Lease, (v) Tenant
agrees  specifically  to  pay  over  to  Landlord,  as additional rent, all sums
received  by  Tenant  under  the  terms  and  conditions  to  such assignment or
sublease,  which  are  in  excess  of  the amounts otherwise required to be paid
pursuant  to  the Lease; (vi) a consent to one assignment, subletting occupation
or  use  shall  be limited to such particular assignment, sublease or occupation
and  shall  not  be  deemed to constitute Landlord's consent to an assignment or
sublease  to or occupation by another person.  Any such assignment or subletting
without  such  consent  shall  be  void  and  shall,  at the option of Landlord,
constitute  a default under this Lease.  Tenant will pay all of Landlord's costs
associated  with  any such assignment or subletting including but not limited to
reasonable  legal  fees; and (vii) the person or entity to whom Tenant wishes to
assign  or sublet is not (nor, immediately prior to such assignment or sublease,
was)  a  tenant  or  occupant  in  the  Property; or any other building owned or
operated  by  Landlord  or  any  affiliate  thereof,  in the same complex as the
Property.

                                       16.

                                      Signs

     Tenant shall not place or affix any exterior or interior signs visible from
the outside of the Premises or on the Property without the prior written consent
of  the  Landlord.  For purposes of this Lease, "signs" shall include all signs,
designs,  monuments,  logos,  banners,  projected  images,  pennants,  decals,
advertisements,  pictures,  notices,  lettering,  numerals,  graphics,  or
decorations.

                                       17.

                     Damage  to  Property  -  Injury  to  Persons

<PAGE>

     A.     Tenant,  as  a  material part of the consideration to be rendered to
Landlord  under  this  Lease,  to the extent permitted by law, hereby waives all
claims  except  claims  caused  by  or resulting from the non-performance of the
Landlord, willful or negligent act or omission of Landlord, its agents, servants
or  employees  which  Tenant  or  Tenant's successor or assigns may have against
Landlord,  its  agents,  servants, or employees for loss, theft or damage to the
property  and  for  injuries  to  persons  in, upon or about the Premises or the
Property  from  any  cause  whatsoever.  Tenant  will hold Landlord, its agents,
servants, and employees exempt and harmless from and on account of any damage or
injury  to  any  person,  or to the goods, wares, and merchandise of any person,
arising  from  the uses of the Premises by Tenant or arising from the failure of
Tenant  to  keep  the  Premises  in  good  condition  ads  herein  provided  if
non-performance  by  the  Landlord  or  negligence of the Landlords, its agents,
servants  or  employees  does  not  contribute hereto.  Neither Landlord nor its
agents,  servants, employees shall be liable to Tenant for any damage by or from
any  act or negligence of any co-tenant or other occupant of the Property, or by
any  owner  or  occupant  of adjoining or contiguous property, provided however,
that  the  provisions  of this paragraph shall not apply to negligent or willful
act  or  omission of Landlord or misconduct of any such individuals or entities.
Tenant  agrees to pay for all damage to the Property or the Premises, as well as
all  damage to tenants or occupants thereof caused by Tenant's misuse or neglect
of  the  Premises,  its  apparatus  or  appurtenances or caused by any licensee,
contractor,  agent  or  employees  of  Tenant.

     B.     Particularly,  but not in limitation of the foregoing paragraph, all
property  belonging  to  Tenant  or  any occupant of the Premises that is in the
Premises shall be there at the risk of Tenant or other person only, and Landlord
or  its  agent, servants, or employees (except in case of non-performance by the
Landlord  or  negligent  or  willful  act or omission of Landlord or its agents,
servants,  employees)  shall  not  be  liable  for  damage  to  or  theft  of or
misappropriation  of  such property; nor for any damage to property entrusted to
Landlord,  its  agents,  servants,  or employees, if any; nor for the loss of or
damage  to  any property by theft or otherwise, by any means whatsoever, nor for
any  injury  or  damage  to  persons or property resulting from fire, explosion,
falling  plaster,  steam,  gas,  electricity, snow, water or rain which may leak
from  any  part  of the Premises or from the pipes, appliances or plumbing works
therein  or  from  the  roof,  street  or  subsurface or from any other place or
resulting from dampness or any other cause whatsoever; nor for interference with
the  light  or other incorporeal hereditaments, nor for any latent defect in the
Premises.  Tenant  shall  give  prompt  notice  to  Landlord  in case of fire or
accidents in the Premises or of defects therein or in the fixtures or equipment.

     C.     In  case  any  action  or  proceeding be brought against Landlord by
reason of any obligation on Tenant's part to be performed under the term of this
Lease,  or arising from any act or negligence of the Tenant, or of its agents or
employees,  Tenant,  upon notice from Landlord shall defend the same at Tenant's
expense  by  counsel  reasonably  satisfactory  to  Landlord.

     D.     Tenant  shall  maintain  in full force and effect during the term of
this Lease (including any period prior to the beginning of the term during which
Tenant  has  taken  possession and including also any period of extension of the
Term  in  which Tenant obtains possession), in responsible companies approved by
Landlord  (I)  special  causes  of loss coverage insurance covering all Tenant's
property  in,  on  or about the Premises, with full waiver of subrogation rights
against  Landlord  in  an  amount  equal  to  the  full replacement cost of such
property, and (ii) commercial general liability insurance including products and
completed  operations  insuring Tenant against all claims, demands or action for
bodily  injury  and  property  damage  with  limits of not less than TWO MILLION
($2,000,000.00) DOLLARS or THREE MILLION ($3,000,000.00) DOLLARS each occurrence
and  in  the aggregate.  A separate limit of TWO MILLION ($2,000,000.00) DOLLARS
or  THREE  MILLION  ($3,000,000.00) DOLLARS each occurrence and in the aggregate
shall be provided for products and completed operations or such other amounts as
Landlord  may  reasonably  require  from time to time and (iii) rental insurance
equal to one year's rent insurance naming Landlord as loss payee.  All liability
policies  shall  cover  the entire demised premises.  Landlord shall maintain in
full  force  and  effect  during  the  term of this Lease special causes of loss
coverage  insurance  for  the full replacement cost of the Premises, the premium
for  which  shall  be  included  in  the  Property  Operating  Costs.

     E.     All  such  policies shall name Landlord, any mortgagees of Landlord,
and all other parties designated by Landlord as additional parties insured.  All
insurance  policies  shall indicate that at least thirty (30) days prior written
notice shall be delivered to all additional parties insured by the insurer prior
to modification, termination, or cancellation of such insurance and Tenant shall
provide  Certificates  of  Insurance,  not  less than ten (10) days prior to the
Commencement  Date,  evidencing  the  aforesaid coverage to all insured parties.
Failure  of  Tenant to provide the insurance coverage set forth in subparagraphs
(ii)  and (iii) in the immediately preceding paragraph shall entitle Landlord to
either  (a) treat said failure as a default and/or (b) obtain such insurance and
charge  Tenant  the  premiums therefor plus interest thereon as additional rent.
Tenant shall not violate or permit a violation of any of the conditions or terms
of  any  such  insurance  policies  and shall perform and satisfy all reasonable
requirements  of  the  insurance company issuing such policies.  With respect to
any insurance policy procured to comply with any financial assurance requirement
imposed  by  any  state  or federal law or regulation, or to any other casualty,
property, or environmental impairment insurance purchased by Tenant, such policy
or  policies  shall  name  Landlord and any mortgagees of Landlord as additional
parties  insured.

                                       18.

                              Damage or Destruction

     In  the event the Premises is damaged by fire or other insured casualty and
the  insurance  proceeds  have  been  made  available  therefor by the holder or
holders  of  any  mortgages  or deeds of trust covering the Premises, the damage
shall  be  repaired  by  and  at  the  expense of Landlord to the extent of such
insurance  proceeds available therefor, provided such repairs can, in landlord's
reasonable  opinion,  be  made  within  two hundred seventy (270) days after the
occurrence  of  such  damage  without the payment of overtime or other premiums.
Until  such  repairs

<PAGE>

are  completed,  the rent shall continue to be paid by Tenant's rental insurance
and  shall  otherwise  be  abated  to  the  extent  the  Premises  are  rendered
untenantable.  If  repairs  cannot,  in  Landlord's  reasonable  opinion be made
within  two  hundred  seventy  (270)  days,  Landlord shall notify Tenant within
thirty  (30)  days  the occurrence of such damage of its determination, in which
event,  or  in  the  event  such repairs are commenced but are not substantially
completed  within two hundred seventy (270) days of the date of such occurrence,
either  party  may,  by written notice to the other, cancel this Lease as of the
date  of  the  occurrence  of  such damage.  Except as provided in this Section,
there  shall  be  no abatement of rent and no liability of Landlord by reason of
any  injury  to  or interference with Tenant's business or property arising from
any such fire or other casualty or from the making or not making of any repairs,
alterations  or  improvements  in  or to any portion of the Premises or in or to
fixtures, appurtenances and equipment therein.  Tenant understands that Landlord
will  not carry insurance of any kind on Tenant's furniture or furnishings or on
any fixtures or equipment removable by Tenant under the provisions of this Lease
and  that  Landlord shall not be obliged to repair any damage thereto or replace
the  same.  Landlord shall not be required to repair any injury or damage caused
by  fire  or  other  cause,  or  to  make  any  repairs or replacements to or of
improvements  installed  in  the  Premises  by  or  for  Tenant.

                                       19.

                                Entry by Landlord

     Landlord  and  its agents shall have the right to enter the Premises at all
reasonable  times  (upon reasonable notice except in cases of emergency) for the
purpose  of  examining or inspecting the same, to supply janitorial services and
any  other  service  to be provided by Landlord to Tenant hereunder or any other
tenants,  to show the same to prospective purchasers or tenants of the Premises,
and  make  such  alterations,  repairs,  improvements,  or  additions,  whether
structural  or  otherwise,  to  the  Premises  as Landlord may deem necessary or
desirable.  Landlord  may  enter  by  means of a master key without liability to
Tenant  except  for  any  failure to exercise due care for Tenant's property and
without affecting this Lease.  Landlord shall use reasonable efforts on any such
entry not to unreasonably interrupt or interfere with Tenant's use and occupancy
of  the  Premises.

                                       20.

                            Insolvency or Bankruptcy

     A.     In  the  event that Tenant shall become a debtor under Chapter 7, 11
or  13  of  the Bankruptcy Code ("Debtor") and the trustee ("Trustee") or Tenant
shall  elect  to  assume  this  Lease  for  the purpose of assigning the same or
otherwise, such election and assignment may only be made if all of the terms and
conditions  of  Sections  20.B  and  20.D  hereof  are  satisfied.  The  Tenant
acknowledges  that  it  is  essential to the ability of the Landlord to continue
servicing  the  mortgage on the Premises that a decision on whether to assume or
reject  this  Lease  be made promptly.  Under these circumstances, Tenant agrees
that  should  Tenant,  as  debtor-in-possession  ("Debtor-in-Possession") or any
Trustee  appointed  for  Tenant, fail to elect to assume this Lease within sixty
(60)  days after the filing of the petition under the Bankruptcy Code ("Tenant's
Petition"),  this  Lease  shall be deemed to have been rejected.  Tenant further
knowingly  and voluntarily waives any right to seek additional time to affirm or
reject the Lease and acknowledges that there is no cause to seek such extension.
If  Tenant,  as  Debtor-in-Possession, or the Trustee abandons the Premises, the
same shall be deemed a rejection of the Lease.  Landlord shall be entitled to at
least  thirty  (30)  days  prior  written  notice  from  Tenant,  as
Debtor-in-Possession,  or  its Trustee of any intention to abandon the Premises.
Landlord  shall  thereupon be immediately entitled to possession of the Premises
without  further  obligation  to  Tenant or the Trustee, and this Lease shall be
canceled, but Landlord's right to be compensated for damages in such liquidation
proceeding  shall  survive.

     B.     No  election  by  the Trustee or Debtor-in-Possession to assume this
Lease,  whether under Chapter 7, 11 or 13, shall be effective unless each of the
following  conditions,  which  Landlord  and Tenant acknowledge are commercially
reasonable  in  the  context  of  a  bankruptcy  proceeding of Tenant, have been
satisfied,  and  Landlord  has  so  acknowledged  in  writing:

(1)     The  Trustee  or  the  Debtor-in-Possession  has  cured, or has provided
Landlord  adequate  assurance  (as  defined  below)  that:

(a)     Within  ten  (10) days from the date of such assumption the Trustee will
cure  all  monetary  defaults  under  this  Lease;  and

(b)     Within  thirty  (30)  days  from the date of such assumption the Trustee
will  cure  all  non-monetary  defaults  under  this  Lease.

(2)     The Trustee or the Debtor-in-Possession has compensated, or has provided
to  Landlord  adequate  assurance  that  within  ten  (10) days from the date of
assumption  Landlord  will  be  compensated,  for any pecuniary loss incurred by
Landlord  arising  from  the  default  of  Tenant,  the  Trustee,  or  the
Debtor-in-Possession  as  recited  in  Landlord's written statement of pecuniary
loss  sent  to  the  Trustee  or  Debtor-in-Possession.

(3)     The  Trustee  or  the  Debtor-in-Possession  has  provided Landlord with
adequate  assurance  of  the  future  performance  (as defined below) of each of
Tenant's  the  Trustee's or Debtor-in-Possession's obligations under this Lease,
provided,  however,  that:

(a)     The Trustee or Debtor-in-Possession shall also deposit with Landlord, as
security  for  the  timely  payment of rent, an amount equal to three (3) months

<PAGE>

Base  Rent (as adjusted pursuant to Section 20.B(3)(c) below) and other monetary
charges  accruing  under  this  Lease;  and

(b)     If  not  otherwise  required  by the terms of this Lease, the Trustee or
Debtor-in-Possession  shall also pay in advance one-twelfth (1/12TH) of Tenant's
annual  obligations  under  this  Lease  for  Property  Operating  Costs, Taxes,
insurance  and  similar  charges.

(c)     From  and after the date of the assumption of this Lease, the Trustee or
Debtor-in-Possession shall pay as minimum rent an amount equal to the sum of the
minimum  rent otherwise payable hereunder, within the five (5) year period prior
to  the  date  of Tenant's Petition, which amount shall be payable in advance in
equal  monthly  installments.

(d)     The  obligations  imposed upon the Trustee or Debtor-in-Possession shall
continue  with  respect  to  Tenant  or  any  assignee  of  this Lease after the
completion  of  bankruptcy  proceedings.

(4)     The  assumption  of the Lease will not breach any provision in any other
lease,  mortgage,  financing  agreement  or other agreement by which Landlord is
bound  relating  to  the  Property.

(5)     The  Tenant  as  Debtor-in-Possession  or  its Trustee shall provide the
Landlord  at  least forty-five (45) days' prior written notice of any proceeding
concerning  the  assumption  of  this  Lease.

(6)     For purposes of this Section 20.B, Landlord and Tenant acknowledge that,
in  the  context  of  a  bankruptcy proceeding of Tenant, at a minimum "adequate
assurance"  shall  mean:

(1)     The  Trustee  or  the Debtor-in-Possession has and will continue to have
sufficient  unencumbered assets after the payment of all secured obligations and
administrative  expenses  to  assure  Landlord  that  the  Trustee  or
Debtor-in-Possession  will  have  sufficient funds to fulfill the obligations of
Tenant  under  this  Lease.

(2)     The  Bankruptcy Court shall have entered an order segregating sufficient
cash  payable to Landlord, and/or the Trustee or Debtor-in-Possession shall have
granted  a  valid and perfected first lien and security interest and/or mortgage
in  property  of  Tenant,  the Trustee or Debtor-in-Possession, acceptable as to
value  and kind to Landlord, to secure to Landlord the obligation of the Trustee
or Debtor-in-Possession, to cure the monetary and/or non-monetary defaults under
this  Lease  within  the  time  periods  set  forth  above.

     C.     In  the  event that this Lease is assumed by a Trustee appointed for
Tenant  or  by  Tenant  as Debtor-in-Possession, under the provisions of Section
20.B  hereof, and thereafter Tenant is liquidated or files a subsequent Tenant's
Petition for reorganization or adjustment of debts under Chapter 11 or 13 of the
Bankruptcy  Code,  then,  and  in  either  of  such events, Landlord may, at its
option,  terminate  this  Lease  and  all  rights of Tenant hereunder, by giving
Tenant  written  notice of its election to so terminate, within thirty (30) days
after  the  occurrence  of  either  of  such  events.

     D.     If  the  Trustee  or  Debtor-in-Possession  has  assumed  this Lease
pursuant to the terms and provisions of 20.A and 20.B hereof, for the purpose of
assigning (or elects to assign) Tenant's interest under this Lease or the estate
created thereby, to any other person, such interest or estate may be so assigned
only  if  Landlord  shall  acknowledge in writing that the intended assignee has
provided  adequate  assurance  as  defined  in  this  Section  20.D  of  future
performance  of  all  of the terms, covenants and conditions of this Lease to be
performed  by  Tenant.

          For the purposes of this Section 20.D, Landlord and Tenant acknowledge
that,  in  the  contest  of  a  bankruptcy  proceeding  of  Tenant, at a minimum
"adequate assurance of future performance" shall mean that each of the following
conditions  have  been  satisfied,  and Landlord has so acknowledged in writing:

(a)     The  assignee  has  submitted a current financial statement audited by a
certified  public  accountant  which  shows  a  net worth and working capital in
amounts determined to be sufficient by Landlord to assure the future performance
by  such  assignee  of  Tenant's  obligations  under  this  Lease;

(b)     The  assignee,  if requested by Landlord, shall have obtained guarantees
in  form  and  substance  satisfactory  to Landlord from one or more persons who
satisfy  Landlord's  standards  of  creditworthiness;  and

(c)     The  Landlord  has obtained all consents or waivers from any third party
required  under any lease, mortgage, financing arrangement or other agreement by
which  Landlord  is  bound  to  permit  Landlord  to consent to such assignment.

<PAGE>

     E.     When,  pursuant  to  the  Bankruptcy  Code,  the  Trustee  or
Debtor-in-Possession  shall  be  obligated  to  pay reasonable use and occupancy
charges  for  the use of the Premises or any portion thereof, such charges shall
not  be  less  than the minimum rent as defined in this Lease and other monetary
obligations  of  Tenant for the payment of Operating Costs, Taxes, insurance and
similar  charges.

     F.     Neither  Tenant's interest in this Lease, nor any lesser interest of
Tenant  herein,  nor  any  estate  of  Tenant  hereby created, shall pass to any
trustee, receiver, assignee for the benefit of creditors, or any other person or
entity,  or otherwise by operation of law, unless Landlord shall consent to such
transfer  in  writing.  No  acceptance by Landlord of rent or any other payments
from  any  such  trustee,  receiver,  assignee,  person or other entity shall be
deemed to have waived, nor shall it waive the need to obtain Landlord's consent,
or  Landlord's  right  to  terminate  this  Lease  for  any transfer of Tenant's
interest  under  this  Lease  without  such  consent.

     G.     In  the  event the estate of Tenant created hereby shall be taken in
execution  or  by  the process of law, or if Tenant or any guarantor of Tenant's
obligations  shall  be  adjudicated  insolvent pursuant to the provisions of any
present  or  future  insolvency  law  under state law, or if any proceedings are
filed  by  or  against  such guarantor under the Bankruptcy Code, or any similar
provisions  of  any future federal bankruptcy law, or if a custodian receiver or
Trustee  of  the  property  of Tenant or such guarantor shall be appointed under
state  law  by reason of Tenant's or such guarantor's insolvency or inability to
pay  its  debts  as  they become due or otherwise, or if any assignment shall be
made of Tenant's or such guarantor's property for the benefit of creditors under
state  law;  then  and  in any such event Landlord may, at its option, terminate
this Lease and all rights of Tenant hereunder by giving Tenant written notice of
the  election  to  so  terminate within thirty (30) days after the occurrence of
such  event.

                                       21.

                                     Default

     A.     If  any  of  the  following  events  of default shall occur, to wit:

(i)     Tenant  defaults  for  more  than  five (5) days after notice of default
after  the  due  date  therefor  in  the  payment  of rent (whether Base Rent or
additional  rent)  or  any  other sum required to be paid hereunder, or any part
thereof,  or

(ii)     Tenant  defaults  in the prompt and full performance of any other (i.e.
other than payment of rent or any other sum) covenant, agreement or condition of
this  Lease  and  such  default  shall continue for a period of twenty (20) days
after  written notice thereof from Landlord to Tenant (unless such other default
involves  a  hazardous  condition,  in which event it shall be cured forthwith),
provided  however  in  the event such default cannot be cured within a period of
twenty  (20)  days and Tenant is diligently attempting to cure such default, the
time  period  to  cure  same  shall be reasonably extended but in no event for a
period  of  more  than  ninety  (90)  days,  or

(iii)     The  leasehold interest of Tenant be levied upon under execution or be
attached  by  process  of  law,  or  if  Tenant  abandons  the  Premises,  or
(iv)     Bankruptcy  or  insolvency of Tenant, then in any such event, Landlord,
besides other rights or remedies, it may have, shall have the immediate right of
re-entry  and  may  remove  all  persons  and  property  from the Premises; such
Property  may  be removed and stored in any other place in the Building in which
the  Premises are situated, or in any other place, for the account of and at the
expense  and  at  the  risk  of  Tenant.

     B.     Tenant  hereby  waives all claims for damages which may be caused by
the  re-entry  of  Landlord and taking possession of the Premises or removing or
storing  the  furniture  and property as herein provided, and will save Landlord
harmless  from  any  loss, costs, or damages occasioned Landlord thereby, and no
such  re-entry  shall  be  considered  or  construed  to  be  a  forcible entry.

     C.     Should  Landlord elect to re-enter, as herein provided, or should it
take possession pursuant to legal proceedings or pursuant to any notice provided
for  by  law;  it  may  either terminate this Lease or it may from time to time,
without terminating this Lease, re-let the Premises or any part thereof for such
terms  and at such rental or rentals and upon such other terms and conditions as
Landlord  in  its  sole  discretion  may  deem advisable, with the right to make
alterations  and  repairs  to  the  Premises.

     D.     Landlord may elect to apply rentals received by it(I) to the payment
of  any  indebtedness,  other  than rent, due hereunder from Tenant to Landlord;
(ii)  to the payment of any cost of such re-letting including but not limited to
any  broker's  commissions or fees in connection therewith; (iii) to the payment
of  the cost of any alterations and repairs to the Premises; (iv) to the payment
of  rent  due  and  unpaid  hereunder, and the residue, if any, shall be held by
Landlord  and  applied  in payment of future rent as the same may become due and
payable  hereunder.  Should  such  rentals  received  from such re-letting after
application  by  Landlord  to  the  payments  described in foregoing clauses (I)
through  (iv)  during  any month be less than that agreed to be paid during that
month  by  Tenant  hereunder, then Tenant shall pay such deficiency to Landlord.
Such  deficiency  shall  be  calculated  and paid monthly on demand by Landlord.

     E.     In  lieu of electing to receive and apply rentals as provided in the
immediately  preceding  paragraph,  Landlord may elect to receive from Tenant as
and  for  Landlord's liquidated damages for Tenant's default, an amount equal to
the  present  value of the entire amount of Base Rent provided for in this Lease
for  the

<PAGE>

remainder of the Term, which amount shall be forthwith due and payable by Tenant
upon  its  being  advised  of  such  election  by  Landlord.

     F.     No  such  re-entry  or taking possession of the Premises by Landlord
shall  be  construed as an election on its part to terminate this Lease unless a
written  notice  of same is given to Tenant or unless the termination thereof by
decreed  by  a  court  of  competent  Jurisdiction.  Notwithstanding  any  such
re-letting  without  termination,  Landlord  may at any time thereafter elect to
terminate  this  Lease  for  such  previous  breach.

     G.     Nothing  herein  contained  shall  limit  or  prejudice the right of
Landlord  to provide for and obtain as damages by reason of any such termination
of  this  Lease  or  of possession an amount equal to the maximum allowed by any
statute  or rule of law in effect at the time when such termination takes place,
whether  or  not  such  amount  be greater, equal to or less than the amounts of
damages which Landlord may elect to receive as set forth above.  Notwithstanding
anything  to  the  contrary  herein  contained  or any other rights exercised by
Landlord  hereunder,  upon  the occurrence of an event of a monetary or material
default  by  Tenant under the terms of this Lease, rent which otherwise would be
due  or  would have been due except for any abatement provided for in this Lease
shall  be  immediately  due  and  payable.

                                       22.

                              Non Real Estate Taxes

     During  the  term  hereof,  Tenant shall pay prior to delinquency all taxes
assessed  against and levied upon fixtures, furnishings, equipment and all other
personal  property  of  Tenant contained in the Premises, and Tenant shall cause
said  fixtures, furnishing, equipment and other personal property to be assessed
and  billed  separately from the real property of Landlord.  In the event any or
all of the Tenant's fixtures, furnishings, equipment and other personal property
shall  be assessed and taxed with the Landlord's real property, the Tenant shall
pay  to  Landlord its share of such taxes within ten (10) days after delivery to
Tenant  by  Landlord  of a statement in writing setting forth the amount of such
taxes  applicable  to  the  Tenant's  property.

                                       23.

                                Personal Property

     Tenant hereby conveys to the Landlord all the personal property situated on
the  Premises  as  security  for the payment of all rentals due or to become due
hereunder.  Said  property shall not be removed therefrom without the consent of
the  Landlord,  until  all  rent due or to become due hereunder shall have first
been  paid and discharged.  It is intended by the parties hereto that this Lease
constitutes  a  security  agreement  creating a security interest in and to such
property,  and  Landlord,  upon  default of Tenant in the payment of rent, shall
have  all  the  rights  of a secured party as provided in the Uniform Commercial
Code,  as  from  time  to  time in effect.  Tenant further agrees to execute any
financing  statements  required to perfect Landlord's interest in such property.

                                       24.

                                 Eminent Domain

     If the Premises, or a substantial part thereof or a substantial part of the
Property,  shall be lawfully taken or condemned or conveyed in lieu thereof, (or
conveyed  under  threat  of  such  taking  or  condemnation),  for any public or
quasi-public  use  or  purpose,  the  term  of this Lease shall end upon and not
before  the  date  of  the  taking of possession by the condemning authority and
without  apportionment of the award.  Tenant hereby assigns to Landlord Tenant's
interest,  if  any,  in  such  award and specifically agrees that any such award
shall  be  the entire property of Landlord in which Tenant shall not be entitled
to  share.  Tenant  further  waives  any  right  to  challenge  the right of the
condemning  authority  to  proceed  with  such  taking.  Current  rent  shall be
apportioned  as  of  the  date of such termination.  If any part of the Property
other  than the Premises or not constituting a substantial part of the Premises,
shall  be  so  taken  or  condemned  (or conveyed under threat of such taking or
condemnation), or if the grade of any street adjacent to the Premises is changed
by any competent authority and such taking or change of grade makes it necessary
or  desirable  to  substantially remodel or restore the Premises, Landlord shall
have  the  right to cancel this Lease upon not less than ninety (90) days notice
prior  to  the date of cancellation designated in the notice.  No money or other
consideration  shall  be  payable  by  Landlord  to  Tenant  for  the  right  of
cancellation,  and Tenant shall have no right to share in any condemnation award
or  in  any  judgment  for damages or in any proceeds of any sale made under any
threat  of  condemnation  or  taking.  Tenant shall have the right to separately
pursue  its  own award for relocation expenses in the event of such condemnation
proceedings.

                                       25.

                                  Subordination

     A.     Landlord  has heretofore and may hereafter from time to time execute
and  deliver mortgages or trust deeds in the nature of a mortgage, both referred
to  herein  as  "Mortgages"  against  the Property, or any interest therein.  If
requested by the mortgagee or trustee under any Mortgage, Tenant will either (a)
subordinate  its  interest  in  this Lease to said Mortgages, and to any and all
advances  made  thereunder  and  to  the  interest thereon, and to all renewals,
replacements,  modifications  and  extensions  thereof,  or  (b)  make  Tenant's
interest  in  this  Lease inferior thereto; and Tenant will promptly execute and
deliver  such  agreement  or  agreements  as  may be reasonably required by such
mortgage  or  trustee  under  any  Mortgage,  provided  however  that  any  such
subordination  shall provide that so long as Tenant is not in default hereunder,
its  tenancy  shall  not  be  disturbed.  Failure  by  Tenant  to  execute  same

<PAGE>

within  ten  (10) days after request by Landlord shall cause Tenant to pay a One
Thousand ($1,000) Dollar non-compliance fee which will be deemed additional rent
pursuant  to  the  terms  of  the  Lease.

     B.     It  is  further  agreed that (I) if any Mortgage shall be foreclosed
(a)  the  liability  of the mortgagee or trustee thereunder or purchaser at such
foreclosure  sale  or the liability of a subsequent owner designated as Landlord
under  this Lease shall exist only so long as such trustee, mortgagee, purchaser
or  owner  is the owner of the Premises and such liability shall not continue or
survive  after  further  transfer  of  ownership;  and  (b)  upon request of the
mortgagee  or  trustee,  Tenant  will attorn, as Tenant under this Lease, to the
purchaser  at  any  foreclosure sale under any Mortgage, and Tenant will execute
such instruments as may be necessary or appropriate to evidence such attornment;
and  (ii)  this Lease may not be modified or amended so as to reduce the rent or
shorten  the  term provided hereunder, or so as to adversely affect in any other
respect  to any material extent the rights of the Landlord, nor shall this Lease
be  canceled  or surrendered without the prior written consent, in each instance
of  the mortgagee or trustee under any Mortgage.  It is understood that Tenant''
tenancy  shall  not  be disturbed so long as Tenant is not in default under this
Lease.

     C.     No  mortgage and no person acquiring title to the premises by reason
of  foreclosure  of  any  Mortgage or by conveyance in lieu of foreclosure shall
have  any  obligation  or liability to Tenant on account of any security deposit
unless  such  mortgagee  or  title holder shall receive such security deposit in
cash.

                                       26.

                                     Waiver

     The  waiver  of  Landlord  of any breach of any term, covenant or condition
herein  contained  shall  not be deemed to be a waiver of such term, covenant or
condition  or  any subsequent breach of the same or any other term, covenant, or
condition  herein  contained.  The  acceptance  of  rent  hereunder shall not be
construed  to  be  a  waiver  of  any  breach by Tenant of any term, covenant or
condition  of  this Lease.  It is understood and agreed that the remedies herein
given  to  Landlord  shall  be cumulative, and the exercise of any one remedy by
Landlord  shall  not be to the exclusion of any other remedy.  It is also agreed
that  after  the service of notice or the commencement of a suit or judgment for
possession of the Premises, Landlord may collect and receive any monies due, and
the  payment  of  said  monies  shall  not  waive or affect said notice, suit or
judgment.

                                       27.

                              Inability to Perform

     This  Lease  and the obligation of Tenant to pay rent hereunder and perform
all  of  the  other  covenants  and agreements hereunder on part of Tenant to be
performed  shall not be affected, impaired or excused, nor shall Landlord at any
time  be deemed to be in default hereunder because Landlord is unable to fulfill
any  of its obligations under this Lease or to supply or is delayed in supplying
any  service expressly or by implication to be supplied or is unable to make, or
is  delayed in making any Tenant improvement, repair, additions, alterations, or
decorations  or  is unable to supply or is delayed in supplying and equipment or
fixtures  if  Landlord is prevented or delayed from so doing by reason of strike
or  labor troubles or any outside cause whatsoever beyond the reasonable control
of Landlord, including but not limited to riots and civil disturbances or energy
shortages  or governmental preemption in connection with a national emergency or
by  reason  of  any  rule, order, or regulation of any department or subdivision
thereof  of  any  government agency or by reason of the conditions of supply and
demand  which  have  been  or  are  affected  by  war  or  other  emergency.

                                       28.

                                   Subrogation

     The  parties  hereto  agree  to  use good faith efforts to have any and all
fire,  extended  coverage  or any and all material damage insurance which may be
carried  endorsed  with  a  subrogation  clause substantially as follows:  "This
insurance  shall not be invalidated should the insured waive in writing prior to
a  loss any or all right of recovery against any party for loss occurring to the
property described herein"; and each party hereto waives all claims for recovery
from  the other party for any loss or damage (whether or not such loss or damage
is  caused by negligence of the other party and notwithstanding any provision or
provisions  contained  in  this  Lease  to  the contrary) to any of its property
insured  under  valid  and  collectible  insurance policies to the extent of any
recovery  collectible  under such insurance, subject to the limitation that this
waiver  shall  apply  only  when  it  is  permitted  by the applicable policy of
insurance.

                                       29.

                                Sale by Landlord

     In  the event of a sale or conveyance by Landlord of the Premises, the same
shall  operate  to  release  Landlord  from any future liability upon any of the
covenants  or  conditions,  expressed  or  implied, herein contained in favor of
Tenant,  and in such event Tenant agrees to look solely to the responsibility of
the  successor  in  interest  of Landlord in and to this Lease.  If any security
deposit has been made by Tenant hereunder, Landlord shall transfer such security
deposit  to  such successor in interest of Landlord and thereupon Landlord shall
be  released  from  any  further obligations hereunder.  This Lease shall not be
affected  by  any such sale, and the Tenant agrees to attorn to the purchaser or
assignee.

<PAGE>

                                       30.

                          Rights of Landlord to Perform

     All  covenants  and  agreements  to be performed by Tenant under any of the
terms  of  this  Lease  shall  be  performed by Tenant at Tenant's sole cost and
expense  and without any abatement of rent.  If Tenant shall fail to pay any sum
of  money,  other  than rent, required to be paid it hereunder, or shall fail to
perform  any  other  act on its part to be performed hereunder, and such failure
shall continue for ten (10) days after notice thereof by Landlord, Landlord may,
but  shall not be obligated so to do, and without waiving or release Tenant from
any  obligations  of Tenant, make any such payment or perform any such other act
on Tenant's part to be made or performed as in this Lease provided.  All sums so
paid  by  Landlord  and  all  necessary  incidental costs together with interest
thereon  at the rate heretofore set forth with respect to late payments of rent,
computed  form the date of such payment by Landlord shall be payable to Landlord
on  demand and the Landlord shall have (in addition to any other right or remedy
of  Landlord)  the  same  rights  and  remedies  in the event of the non-payment
thereof  by  Tenant  as in the case of default by Tenant in the payment of rent.

                                       31.

                                 Attorneys' Fees

     In  the  event of any litigation between Tenant and Landlord to enforce any
provision  of  this Lease, or any right of either party hereto, the unsuccessful
party  of  such  litigation,  shall  pay  to  the prevailing party all costs and
expenses,  including reasonable attorneys' fees, incurred therein.  Moreover, if
either  party,  without fault is made a party to any litigation instituted by or
against  the  other  party,  the  other party shall indemnify such party without
fault  against  and  save  it  harmless  from  all costs and expenses, including
reasonable  attorneys'  fees  incurred  by  it  in  connection  therewith.

                                       32.

                              Estoppel Certificate

     Either party shall at any time and from time to time upon not less than ten
(10)  days' prior written notice from the other execute, acknowledge and deliver
to  the  requesting  party  a statement in writing certifying that this Lease is
unmodified  and  in full force and effect (or if modified, stating the nature of
the  modification  and  certifying  that  this Lease, as so modified, is in full
force  and  effect) and the dates to which the rental and other charges are paid
and  acknowledging that there are not, to such certifying party's knowledge, any
uncured  defaults  on  the  part of the other party hereunder or specifying such
defaults  if  any  are  claimed,  as  well  as  any other reasonable information
requested  by  Landlord.  In  the  case  of  a  statement  made by Tenant, it is
expressly  understood  and  agreed that any such statement may be relied upon by
any  prospective  purchaser  or  encumbrances  of all or any portion of the real
property  of  which  the  Premises are a part.  Tenant's failure to deliver such
statement within such time shall be conclusive upon Tenant that this Lease is in
full  force  and  effect,  without  modification except as may be represented by
Landlord,  that there are no uncured defaults in Landlord's performance and that
not  more  than  two  (2)  months'  rental has been paid in advance.  Failure by
Tenant  to  execute  same  within  ten (10) days after request by Landlord shall
cause Tenant to pay a One Thousand ($1,000) Dollar non-compliance fee which will
be  deemed  additional  rent  pursuant  to  the  terms  of  the  Lease.

                                       33.

                                   Preparation

     Notwithstanding  anything  to  the contrary herein contained, except as set
forth in the Lease Schedule, it is understood that the Premises are being let on
an  "as is" basis with no promise to alter, remodel, decorate, clean, or improve
the  Premises  and  to  representation  or  warranty  expressed  or implied, the
condition  of  the  Premises having been made.  It is further understood that to
the extent that any repairs, replacements or corrections are required to be made
to  the  Premises  of  any  kind  whatsoever,  to  cause same to comply with any
applicable  law,  rule  or regulation, whether federal, state or local, that the
cost  thereof  shall  be  fully  the  responsibility  of  Tenant.

                                       34.

                                     Notice

     Any notice from Landlord to Tenant or from Tenant to Landlord may be served
personally,  by  mail,  by  overnight  delivery,  by affixing a copy on any door
leading  into  the  Premises  or  by facsimile transmission.  If served by mail,
notice  shall  be deemed served on the second day after mailing by registered or
certified  mail, addressed to Tenant at the Premises or to Landlord at the place
from  time  to time established for the payment of rent and a copy thereof shall
until further notice, be served personally or by registered or certified mail to
Landlord  at  the address shown for service of notice in the Lease Schedule.  In
the  event  of  a release or threatened release of pollutants or contaminants to
the  environment  resulting from Tenant's activities at the site or in the event
any  claim,  demand,  action  or  notice  is  made  against the Tenant regarding
Tenant's  failure or alleged failure to comply with any local, state and federal
environmental  rules,  regulations,  statutes  and  laws,  the  Tenant  shall
immediately  notify the Landlord in writing and shall give to Landlord copies of
any  written  claims,  demands  or  actions,  or  notices  so  made.

                                        35.

<PAGE>

                                 Rights Reserved

     Landlord  reserves  the  following  rights,  exercisable without notice and
without liability to Tenant for damage or injury to property, person or business
and  without  effecting  an  eviction,  constructive or actual or disturbance of
Tenant's  use of possession or giving rise to any claim for set-off or abatement
of  rent:

(a)     To  change  the  Premises'  name  or  street  address;

(b)     To  install,  affix  and  maintain  any and all signs on the interior or
exterior  of  the  Premises;

(c)     To  designate  and  approve,  prior to installation, all types of window
shades, blinds, drapes, awnings, window ventilators and other similar equipment,
and  to  control  all  interior  or  exterior  lighting  of  the  Building;

(d)     To retain at all times, and to use in appropriate instances, keys and/or
keycards, to all doors within and into the Premises.  No locks or bolts shall be
altered,  changed  or  added  without  the  prior  written  consent of Landlord;

(e)     To  decorate or to make repairs, alterations, additions or improvements,
whether structural or otherwise, in and about the Premises, or any part thereof,
and  for  such  purpose  to  enter  upon  the  Premises;

(f)     To  enter  the Premises at reasonable hours for reasonable purposes upon
reasonable  notice  except  in  cases  of  emergency,  including  inspection and
supplying  any  service  to  be  provided  to  Tenant  hereunder;

(g)     To  have  and retain a paramount title to the Premises free and clear of
any  act  of  Tenant;

(h)     To grant to anyone the exclusive right to conduct any business or render
any  services  on  the Property, which do not interfere with Tenant's use of the
Premises;

(i)     To  approve  the  weight,  size  and  location  of safes and other heavy
equipment  and  articles  in  and  about  the  Premises.  Movements  of Tenant's
property into or out of the Premises and within the Premises are entirely at the
risk  and  responsibility  of  Tenant.

                                       36.

                               Real Estate Broker

     Tenant  represents  that  Tenant  has dealt directly with and only with the
brokers set forth in the Lease Schedule as brokers in connection with this Lease
and agrees to indemnify and hold Landlord harmless from all claims or demands of
any  other broker or brokers for any commission alleged to be due such broker or
brokers  in  connection with its participating in the negotiation with Tenant of
this  Lease.

                                       37.

                            Miscellaneous Provisions

A.     Time   is   of   the    essence  of  this  Lease  and each and all of its
provisions.

B.     Submission of this instrument for examination or signature by Tenant does
not  constitute  a  reservation  or  offer  or  option  for lease, and it is not
effective  as  a  lease  or  otherwise so as to incur the lease inconvenience to
Tenant.  Tenant  acknowledges  and  agrees  with Landlord that, except as may be
specifically  set  forth  elsewhere  in  this  Lease,  neither Landlord, nor any
employee  of Landlord, nor other party claiming to act on Landlord's behalf, has
made  any  representations,  warranties, estimations, or promises of any kind or
nature  whatsoever  relating  to  the physical condition of the Premises, or the
Property,  including  by  way  of  example only, the fitness of the Premises for
Tenant's  intended  use  or  the  actual  dimensions  of  the  Premises;  and

C.     The  invalidity  or  unenforceability  of  any provision hereof shall not
affect  or  impair  any  other  provisions.

D.     This Lease shall be governed by and construed pursuant to the laws of the
Jurisdiction  on  which  the  property  is  located.

E.     Should  any  mortgage  require  a  modification  of  this  Lease,  which
modifications will not bring about any increased cost or expense to Tenant or in
any  other  way  substantially  change  the  rights  and  obligations  of Tenant
hereunder, then and in such event, Tenant agrees not to unreasonably withhold or
delay  its  consent  to  such  modification.

F.     Tenant  agrees  to provide to Landlord, upon request, a current financial
statement  of  Tenant  certified by an authorized representative of Tenant to be
true  and correct, and further agrees to provide any other financial information
reasonably  requested  by  Landlord.

<PAGE>

G.     All  legal  proceedings  for  the  enforcement of any rights or remedies,
including distress for rent, forcible detainer, and any other legal or equitable
proceedings,  may be commenced and prosecuted to final judgment and execution by
Landlord  in  its  own name individually or in its name or by its agent.  Tenant
conclusively  agrees  that Landlord has full power and authority to execute this
Lease  and  to  make  and  perform  the  agreements  herein contained and Tenant
expressly stipulates that any rights or remedies available to Landlord either by
the  provision of this Lease or otherwise may be enforced by Landlord in its own
name  individually  or  in  its  name  by  agent  or  principal.

H.     All  of  the  covenants  and  conditions  of  this  Lease  shall  survive
termination  of  the  Lease.

I.     The  marginal headings and titles to the paragraphs of this Lease are not
a  part  of  this  Lease  and  shall  have  no  effect  upon the construction or
interpretation  of  any  part  hereof.

J.     Subject  to  complying  with  all  of  the  provisions  with  respect  to
assignments  and subleases, if Tenant is a corporation and if at any time during
the Lease Term the person or persons who owns a majority of its voting shares at
the  time  of the execution of this Lease cease to own a majority of such shares
(except  as  a result of transfers by gift, bequest or inheritance) Tenant shall
so  notify  Landlord  and  Landlord may terminate this Lease by notice to Tenant
given within ninety (90) days thereafter.  This Section shall not apply whenever
Tenant  is  a  corporation, the outstanding voting stock of which is listed on a
recognized  security  exchange or if at least ninety (90%) percent of its voting
stock  is  owned by another corporation, the voting stock of which is so listed.

K.     Any and all Exhibits or Appendices attached hereto, if any, are expressly
made  a  part  of  this  Lease.

L.     Upon  termination  of  the  Lease  or  upon  Tenant's  abandonment of the
leasehold, the Tenant shall, at its sole expense, remove any equipment which may
cause  contamination  of  the  property,  and  shall  clean  up  any  existing
contamination  in  compliance  with  all  applicable  local,  state  and federal
environmental rules, regulations, statutes and laws or in accordance with orders
of  any  governmental  regulatory  authority.

M.     This  is  a commercial lease and has been entered into by both parties in
reliance upon the economic and legal bargains contained herein, and both parties
agree  and  represent  each  to  the other that they have had the opportunity to
obtain  counsel  of  their  own  choice to represent them in the negotiation and
execution  of  this  Lease,  whether or not either or both have elected to avail
themselves  of  such opportunity.  This Lease shall be interpreted and construed
in a fair and impartial manner without regard to such factors as the party which
prepared  the  instrument,  the relative bargaining powers of the parties or the
domicile  of  any  party.

N.     WAIVER  OF  RIGHT TO TRIAL BY JURY.  Landlord and Tenant hereby waive any
right  to a trial by jury in any action or proceeding based upon, or related to,
the  subject matter of this Lease.  This waiver is knowingly, intentionally, and
voluntarily  made  by  each of parties hereto and each party acknowledges to the
other  that  neither  the  other  party  nor any person acting on its respective
behalf has made any representations to induce this waiver of trial by jury or in
any way to modify or nullify its effect.  The parties acknowledge that they have
read  and  understand the meaning and ramifications of this waiver provision and
have  elected  same  of  their  own  free  will.

O.     Landlord  hereby covenants that so long as Tenant is not in default under
the  terms  and  provisions  of  this  Lease,  Tenant shall be entitled to quiet
enjoyment  of  the  Premises.

P.     This  Lease  does  not grant any rights to light or air over or about the
real  property  of Landlord.  Except to the extent specifically otherwise herein
provided,  Landlord  specifically  excepts and reserves to itself the use of any
roofs,  the  exterior  portions  of the Premises, all rights to and the land and
improvements below the improved floor level of the Premises, to the improvements
and air rights above the Premises and to the improvements and air rights located
outside the demising walls of the Premises and to such areas within the Premises
required  for  installation of utility lines and other installations required to
serve  any  occupants  of  the  Building and to maintain and repair same, and no
rights  with  respect  thereto  are  conferred  upon  Tenant,  unless  otherwise
specifically  provided  herein.

Q.     Tenant  shall  be entitled to non-exclusive use of all parking located on
the  Property,  except those areas reserved by Landlord for exclusive use of the
other  tenants  thereof.

                                       38.

                                    Authority

     Tenant  represents  and  warrants that this Lease has been duly authorized,
executed  and delivered by and on behalf of the Tenant and constitutes the valid
and  binding  agreement  of  the  Tenant  in  accordance  with the terms hereof.

                                       39.

                             Successors  and  Assigns

<PAGE>

     The  covenants  and conditions herein contained shall apply to and bind the
respective  heirs,  successors,  Executors,  administrators,  and assigns of the
parties  hereto.  The terms "Landlord" and "Tenant" shall include the successors
and  assigns  of  either  such  party,  whether  immediate  or  remote.

     IN  WITNESS  WHEREOF,  the Landlord and Tenant have executed this Lease the
day  and  year  first  above  written.

Landlord:

ROLLING  MEADOWS  ASSOCIATES,  L.L.C.,
an  Illinois  liability  company,

BY:  McAndrew,  Phillips  &  Company,  Manager

BY:         /s/  Richard  M.  Perlman
     Richard  M.  Perlman,  President

Tenant:

SUNCOM  TELECOMMUNICATIONS,  INC.,
a  company  incorporated  under  the  federal  laws  of  Canada,
whose  name  is  to  be  changed  to  VirtualSellers.com.,  Inc.,
a  company  incorporated  under  the  federal  laws  of  Canada

BY:                /s/  Dennis  W.  Sinclair
                        Dennis  W.  Sinclair,
     President  and  Chief Executive  Officer