Exhibit 10.17
Sublease Agreement between the Company and InfoImage, Inc.

                                    SUBLEASE
                                    --------

THIS  SUBLEASE  executed  in  duplicate  in Phoenix,  Arizona,  this 29th day of
October, 1996 by and between Avesis, Incorporated, a Delaware Corporation herein
called  "Sublessor",  and Infolmage,  Inc. An Arizona  Corporation,  hereinafter
called "Sublessee".

WITNESSETH:
----------

1.   (A) Sublessor subleases to Sublessee, and Sublessee  hires from  Sublessor,
certain  premises ("the  Premises")  attached on Exhibit "A" attached hereto and
hereby made a part  hereof,  being  situated  on the 23rd floor of that  certain
building know as 100 West Clarendon Avenue.  The subleased premises comprise the
Premises  leased  to  Sublessor  pursuant  to a  certain  written  leased  dated
September  19,  1994.  Said lease,  as so amended,  is  hereinafter  called "the
Underlying Lease".

     (B) Sublessee  shall grant to Sublessor the right to remain in a portion of
the Premises,  as shown on Exhibit "A-1" for a period of up to eight months,  to
expire no later than October 1. 1997.  Sublessor  may vacate the Premises at any
time  during  this  period by giving  Sublessee  not less than  thirty (30) days
written notice.

During the  period  Sublessor  remains in the  Premises,  as  referenced  above,
Sublessor shall retain rights to thirty-two  percent (32%) of the parking spaces
referenced in the master lease.

2. The term shall be for  forty-three  and one half (43 1/2)  months  commencing
January 15, 1997 and ending on August 31, 2000.  Sublessor and  Sublessee  agree
that  Sublessee  shall have access to the premises  beginning  January 1 for the
purpose of wiring and fixturization of the Premises.

3.   (a)  This  Sublease  shall  be and is  subject  to  all  of the  terms  and
conditions of the Underlying Lease,  and,  excepting as to rental payable by the
Tenant thereunder and as otherwise provided herein,  each and every provision of
the  Underlying  Lease  shall  be  deemed  Incorporated  and made a part of this
Sublease.  Sublessee  shall  abide  by  all  the  applicable  provisions  of the
Underlying  Lease and hereby  assumes  during the entire  term  hereof,  all the
duties and obligations of the tenant.

     (b) The Underlying Lease is hereby  incorporated  herein by reference.  The
Sublessor  shall  maintain  at all times a copy of the  Underlying  Lease in the
office of the  President  of  Sublessor  and make the same fully  available  for
inspection by Sublessee at reasonable times on request.  Sublessee  acknowledges
that  Sublessee  has  reviewed  and is familiar  with the terms  thereof as they
pertain to this Sublease.

     (c) Any action or inaction of Sublease  which is a breach of the Underlying
Lease shall be a breach of this Sublease.

     (d) All rights and privileges of Sublessor,  as tenant under the Underlying
Lease, are intended to be available to Sublessee under this Sublease,  except as
otherwise expressly provided herein. On Sublessee's demand,  Sublessor agrees to
take  whatever  reasonable  steps  may  be  necessary  to aid  Sublessee  in the
enforcement  of same.  If  Sublessee  wishes  Sublessor  to take any  action  or
exercise any right under the Underlying  Lease,  Sublessee  shall give Sublessor
sufficient  advance  notice  to allow a look  solely to the  landlord  under the
Underlying  Lease and not to Sublessor for  satisfaction of all those rights and
privileges and terms incorporated herein from the Underlying Lease.

     (e)  Sublessor  shall have no obligation to pay for or furnish any repairs,
maintenance or  restoration  that may be required to be paid for or furnished by
the landlord under the Underlying  Lease,  and Sublessee hereby waives all right
to make  repairs at the  expense of  Sublessor  as  provided  by any  applicable
sections of Arizona law. Sublessee accepts the subleased premises in its present
condition,  including  any and all  conditions  not visible or  observable  upon
inspection,  but shall be allowed to make any  improvements it deems  necessary,
subject to lessor approval.

     (f) Upon their vacation of the Premises, Sublessor hereby agrees to restore
their portion of the Premises to its original  condition,  and reconstruct their
reception area, adding one storage Room as depicted in Exhibit A-1.
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<PAGE>
     (g) In event of any  termination  of the  Underlying  Lease,  this Sublease
shall  terminate;  provided,  however,  that Sublessor agrees not voluntarily to
perform any act which will result in termination of the Underlying Lease without
the Sublessee's consent first.

4. Sublessee  shall pay as monthly rent to Sublessor per the schedule  below, in
advance  without  deduction  or  offset,  at  such  place  or  places  as may be
designated from time to time by Sublessor as designated  below during the entire
term.

<TABLE>
<CAPTION>
      Months              Rent               Monthly Rent
<S>   <C>                 <C>                <C>     
      01/15/97-02/28/97 - 0                  $0
      03/01/97-09/30/97 - $13.38/p.s.f.      $10,135.35 (actual rent based on 9,090 square feet)
      10/01/97-12/31/97 - $13.38/p.s.f.      $14,849.57
      01/01/98-12/31/98 - $14.33/p.s.f.      $15,903.91
      01/01/99-08/31/00 - $15.33/p.s.f.      $17,013.74
</TABLE>
In the event  Sublessor  vacates the Premises,  as referenced in Paragraph 1(b),
the Monthly Rent, upon  Sublessor's  vacancy shall become  $14,849.57,  based on
Sublessee's use of the entire Premises.

5. Sublessee shall be responsible for any increases in operating expenses billed
to lessor  in  excess  of their  pro-rata  share of  operating  expenses  during
calendar year 1997,  subject to the limitations set forth in Paragraphs 3(c) and
Paragraph 7 of Exhibit "D" of the Underlying Lease.

6. All demands,  notices,  approvals or requests  from the landlord  shall be in
writing and shall be sent by  registered  mail  addressed  to  Sublessee  at the
subleased  premises,  and also  addressed to Sublessor.  Sublessor and Sublessee
shall have the right from time to time to notify the other party in writing that
it is changing its own address for demands, notices, approvals or requests under
this section.

7. All exterior signage  dedicated to Sublessor shall immediately be transferred
to Sublessee.  The cost of installing new signage shall the sole  responsibility
of Sublessee.

          Sublessee  shall not assign this Sublease or any interest  therein nor
further sublet the subleased premises, or any part thereof,  without the written
consent of Sublessor  and the landlord  under the  Underlying  Lease.  Sublessor
shall not unreasonably  withhold such consent. Any such assignment,  subleasing,
occupancy or use without the prior  written  consent of Sublessor and the lessor
under the  Underlying  Lease shall,  at the option of Sublessor,  terminate this
Sublease without reducing or mitigating Sublessee's obligation.

          The covenants and conditions  herein contained shall apply to and bind
the successors and assigns of all the parties hereto.

          Time is of the essence of this Sublease.

          This Sublease is subject to and  conditioned  upon the written consent
of the landlord under the Underlying Lease.

          IN WITNESS  WHEREOF,  Sublessor  and  Sublessee  have  executed  these
documents the day and year first above written.


SUBLESSOR:                              SUBLESSEE:

By:     /s/ Kenneth L. Blum, Sr.        By:       ______________________________
        ------------------------

Title:  Acting CEO                      Title:    ______________________________
        ------------------------

Date:   ________________________        Date:     ______________________________

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