REVISED AND RESTATED
                                      LEASE


         This lease is made between Security Financial Services, L.L.C., herein
called Lessor, and BounceBackTechnologies.com, Inc. herein called Lessee.

         Lessee hereby offers to lease from Lessor the premises situated in the
City of Ocean Springs, County of Jackson, State of Mississippi, described as the
land and building depicted in Exhibit "A", upon the following terms and
conditions:

1.       Term and Rent. Lessor demises the above premises for a renewal term of
         six (5) years, commencing May 1, 2002 and terminating on April 30, 2007
         or sooner as provided herein at the annual rent year defined as May 1,
         2002 - April 30, 2003 of Sixty-Six Thousand Dollars ($66,000) payable
         in equal monthly installments of $5500, of which $2000 is payable in
         cash and $3500 will be payable in cash or BBT common stock valued at
         .33(cent)/share (10,606 shares) at the Company's discretion. It is
         further agreed that for the first six months (May - October) Mr. Geller
         will have the right to reject the $3500 if offered in cash, and demand
         it be provided in common stock issued at .33(cent)/share FMV price per
         share or 10,606 shares of BBT common stock.

         Commencing May 2003, annual rent will increase to $72,000, payable in
         equal monthly installments. Each month's rent shall de due in advance
         on the first day of each month for that month's rental, but no later
         than the seventh day.

         BounceBackTechnologies.com, Inc. common stock earned by lessor at
         partial rent, through the terms ending April 30, 2003 agreement, shall
         be distributed to lessor, within 30 days of each three-month period's
         completion. Common stock shall be distributed to Harry Geller S.S. #
         ###-##-#### and sent to 13154 Hanover Drive, Ocean Springs, MS 39564.

2.       Use. Lessor warrants that the Lessee shall receive quiet use and
         enjoyment of the leasehold premises. Lessee shall use and occupy the
         premises for its corporate offices. Lessor represents that the premises
         may lawfully be used for such purpose.

3.       Care and Maintenance of Premises. Lessee acknowledges that the premises
         are in good order and repair, unless otherwise indicated herein. Lessee
         shall, at his own expense and at all times, maintain the premises in
         good and safe condition, including plate glass, electrical wiring,
         plumbing and heating installations and any other system or equipment
         upon the premises, and shall surrender at same at termination hereof,
         in as good condition as received, normal wear and tear expected. Lessee
         shall be responsible for all repairs required, excepting the roof,
         exterior walls, and structural foundations. Lessee shall be the
         beneficiary of all guarantees and warranties issued to Lessor and
         Lessor shall perfect same.


                                       1
<PAGE>

4.       Alterations. Lessee may make alterations on the interior with Lessor's
         written permission. Such approval shall not be unreasonably withheld.

5.       Ordinances and Statutes. Lessee shall comply with all statutes,
         ordinances and requirements of all municipal, state and federal
         authorities now in force, or which may hereafter be in force,
         pertaining to the premises, occasioned by or affecting the use thereof
         by Lessee, as long as Lessee is able to quietly enjoy premises. Lessor
         warrants that he is not aware of any special assessments or
         requirements imposed by any agency that he has not disclosed in writing
         to Lessee (see Exhibit "B").

6.       Assignment and Subletting. Lessee shall have the right to assign this
         lease or sublet any portion of the premises, but shall at all times be
         responsible for lease.

7.       Utilities. All applicants and connections for necessary utility
         services on the demised premises shall be made in the name of Lessee
         only, and Lessee shall be solely liable for utility charges as they
         become due, including those for sewer, water, gas, electricity and
         telephone services.

8.       Possession. Lessee shall not be liable for any rent until possession is
         delivered. Lessee may terminate this lease if possession is not
         delivered within 20 days of the commencement of the term thereof.
         Lessee shall conduct a walk through with Lessor on or before May 15,
         1997, to go over completed checklist which Lessor and his contractor
         agreed to complete at Lessor's expense.

9.       Insurance. It shall be the obligation of Lessee to insure the property
         and improvements on the leased premises against loss or damage by fire,
         windstorm or other casualty as he deems appropriate. Any amounts which
         may become payable under said policies of insurance shall be the sole
         property of Lessor, and Lessee hereby waives any and all claims he may
         have to said insurance proceeds. However, Lessor shall make all
         appropriate repairs to the building, as the Lessee deems appropriate,
         from any casualty.

         It shall be the obligation Lessee to obtain insurance against liability
         for bodily injury for Lessee's lease of Lessor's premises, in amount of
         not less than One Million and no/100 ($1,000,000.00) Dollars, and
         Lessor shall be named as an additional insured with evidence of such
         insurance being forced during this lease and provided by Lessee to
         Lessor.

         It shall be the obligation of Lessee to insure their inventory, any
         property, all goods and chattels inside the leased premises against
         loss or damage as Lessee deems appropriate. Any amounts which may
         become payable under said policies of insurance shall be the sole
         property of Lessee, and Lessor hereby waives any and all claims he may
         have to said insurance proceeds relating to Lessee's inventory,
         property, goods and chattels.

10.      Indemnification. Lessee covenants and warrants that it will indemnify
         Lessor and save Lessor harmless from any and all claims damages,
         liabilities, and expense by Lessee, its agents, servants, employees,





                                       2
<PAGE>

         third parties cause from loss of life, personal injury, damage to
         property or any other loss arising (a) out of any occurrence in or at
         the leased premises, or the occupancy of use by Lessee occurring at any
         time during this lease or extension thereof; (b) out of any act of
         omission of Lessee, it's employees, servants, agents or
         concessionaires. If Lessor should be made a party to any litigation
         commenced by or against Lessee, Lessee shall protect, indemnify, and
         hold Lessor harmless and pay all costs, expenses, and reasonable
         attorney's fees that may be incurred or paid by Lessor in enforcing the
         covenants and conditions of this agreement. There is, by agreement,
         specifically excluded from this hold harmless and indemnity clause all
         claims, actions, expenses and damages for loss of life, personal
         injury, damage to property or other loss arising out of any act or
         omission of Lessor, its agents, servants, and employees.

11.      Eminent Domain. If the premises or any part thereof or any estate
         therein, or any other part of the building materially affecting
         Lessee's use of the premises, shall be taken by eminent domain, this
         lease shall terminate on the date when title vests pursuant to such
         taking. The rent, and any additional rent, shall be apportioned as of
         the termination date, and any rent paid for any period beyond that date
         shall be repaid to Lessee. Lessee shall not be entitled to any part of
         the award for such taking or any payment in lieu thereof, but Lessee
         may file a claim for any taking of fixtures and improvements owned by
         Lessee, and for moving expenses.

12.      Destruction of Premises. In the event of a partial destruction of the
         premises during the term thereof, from any cause, Lessor shall
         forthwith repair the same, provided that such repairs can be made
         within sixty (60) days under existing governmental laws and regulations
         but such partial destruction shall not terminate this lease, except
         that lessee shall be entitled to a proportionate reduction of rent
         while such repairs are being made, based upon the extent to which the
         making of such repairs shall interfere with the business of Lessee on
         the premises. If such repairs cannot be made within said sixty (60)
         days, Lessor, at his option, may make the same within a reasonable
         time, this lease continuing in effect with the rent proportionately
         abated as aforesaid, and in the event that Lessor shall not elect to
         make such repairs which cannot be made within sixty (60) days, this
         lease may be terminated at the option of either party. In the event
         that the building in which the demised premises may be situated is
         destroyed to an extent of not less than one-third of the replacement
         costs thereof, Lessor may elect to terminate this lease whether demised
         premises be injured or not. A total destruction of the building in
         which the premises may be situated shall terminate this lease.

13.      Lessor's Remedies on Default. If Lessee defaults in the payment of
         rent, or any additional rent, or defaults in the performance of any of
         the other covenants or conditions hereof, Lessor may give Lessee notice
         of such default and if Lessee does not cure any such default within
         five (5) days, after the giving of such notice (or if such other
         default is of such nature that it cannot be completely cured within
         such period, if Lessee does not commence such curing within such five
         (5) days and thereafter proceed with reasonable diligence and in good
         faith to cure such default), then Lessor may terminate this lease on
         not less than five (5) days' notice to Lessee. On the date specified in
         such notice the term of this lease shall terminate, and Lessee shall
         then quit and surrender the premises to Lessor, but Lessee shall remain
         liable as hereinafter provided. If this lease shall have been so




                                       3
<PAGE>

         terminated by Lessor, Lessor may at any time thereafter resume
         possession of the premises by any lawful means and remove Lessee or
         other occupants and their effects. No failure to enforce any term shall
         be deemed a waiver.

         If the premises shall be abandoned during the term or if Lessee shall
         be evicted from aid premises by summary proceedings or otherwise, or in
         the event of the commencement of any bankruptcy proceedings by or
         against Lessee which are not discharged or dismissed within thirty (30)
         days, or upon the happening of any event of default as provided above,
         Lessor may at its election terminate this lease (in which event Lessor
         shall be entitled to recover damages for any such default), or Lessor
         may reenter the same by force or otherwise, without being liable for
         prosecution therefore, and may re-let the premises at anytime as agent
         of Lessee, applying any monies collected first to costs, fees and
         expenses of collecting, then to the expense of obtaining possession,
         then to the payment of the rent and all other sums owing and to become
         owing Lessor and paying any surplus thereof to Lessee; and such reentry
         and re-letting shall not discharge Lessee from liability for rent or
         from any other covenant of this lease by Lessee to be kept and
         performed.

14.      Taxes and Assessments. Lessee shall be responsible for payment of city,
         county, state and real estate taxes on leased premises. Lesee further
         agrees to bring current any unpaid real estate taxes on leased premises
         prior to August 1, 2002 or prior to any public notification, whichever
         comes first.

15.      Attorney's Fees. In case suit should be brought for recovery of the
         premises, or for any sum due hereunder, or because of any act which may
         arise out of the possession of the premises, by either party, the
         prevailing party shall be entitled to all costs incurred in connection
         with such action, including reasonable attorney's fees.

16.      Notices. Any notice which either party may, or is required to give,
         shall be given by
         mailing the same, postage prepaid, to Lessee at the premises, or Lessor
         at the address shown below, or at such other places as may be
         designated by the parties from time to time.

17.      Heirs, Assigns, Successors. This lease is binding upon and inures to
         the benefit of the heirs, assigns and successors in interest to the
         parties.

18.      Option to Renew. Lessee shall have two five-year options to renew the
         lease commencing at the expiration of the second 2007 lease term. All
         of the terms and onditions of the lease shall apply during the renewal
         terms. The options shall be exercised by written notice given to Lessor
         not less than ninety (90) days prior to the expiration of the initial
         lease term.

19.      Subordination. Lessor warrants and represents that there are no
         mechanics' liens or any other items that the leasehold premises is
         subject to.

20.      Assignment of Lease. Lessor has the right to assign this lease.

21.      Other Conditions. If any. If none, so state.




                                       4
<PAGE>

22.      Entire Agreement. The foregoing constitutes the entire agreement
         between the parties and may be modified only by a writing signed by
         both parties. The following Exhibits, if any, have been made a part of
         this lease before the parties' execution hereof.

                  Signed this 1st  day of  May, 2002.


BOUNCEBACKTECHNOLOGIES.COM, INC.            SECURITY FINANCIAL SERVICES, L.L.C.,
Lessee                                      Lessor


By: (s) John J. Pilger                      By:  (s) Harry Geller
    -----------------------                      ---------------------------
    John J. Pilger, CEO                           Harry Geller, President


















                                       5