LEASE

     1.  PARTIES.  This Lease,  dated  October 18,  1999, is made by and between
ANGELO CORTESE and ROSINA CORTESE,  Trustees of the Cortese Family Trust (herein
called "Landlord"), and RIMMER COMPUTER, INC., (herein called "Tenant").

     2. PREMISES.  In  consideration  of the promises made by each Party herein,
Landlord hereby leases to Tenant,  and Tenant leases from Landlord for the term,
at the rental,  and upon all of the  conditions  set forth herein,  that certain
real property situated in the City of Scottsdale,  County of Maricopa,  State of
Arizona, 85251, commonly known as: Suite 300 of 7579 E. Main Street, Scottsdale,
Arizona 85251.

     3. TERM. This Lease is for a term of three years, commencing on November 1,
1999, and ending on October 31, 2002.

     4. RENTAL.

          A. Tenant shall pay to Landlord as rent for the leased premises, equal
monthly installments of four hundred and twenty dollars and no cents plus tax of
$7.98 dollars  ($420.00 + 7.98, total of $427.98) in advance on the first day of
each and  every  month of the term  hereof.  (Plus the  aggregate  amount of all
privilege,  excise,  or sales  taxes  levied or imposed by any  Federal,  State,
County, Municipal, or other governmental authority during the term hereof, which
are  measured  by or payable on account of this Lease  Agreement  or the rentals
payable hereunder, or any part thereof, except Landlord's Income Tax).

          B. Rent for any period  during the term hereof  which is for less than
one month shall be a prorata portion of the monthly  installment.  Rent shall be
payable without Notice or demand and without any deduction, offset or abatement,
in lawful  money of the  United  States of America to  Landlord  at the  address
stated  herein or to such other  persons or at such other places as Landlord may
designate in writing.

          C. Tenant  agrees to pay to Landlord at the time of  execution  of the
Lease, the sum of _______________________________________________________DOLLARS
($_____)  representing  the  amount  of the  first  and last  month's  rental as
security for the performance of the terms hereof by Tenant,  which said security
deposit shall be returned to Tenant following termination of the lease if Tenant
has discharged all obligations to Landlord in full.

          D. After the first  year,  there will be an annual  rental  adjustment
applied using the consumer price index ("CPI"). CPI refers to the Consumer Price
Index for All Urban Consumers,  U.S. City Average, All Items, compiled by Bureau
of Labor  Statistics,  United States  Department  of Labor,  using the index for
January,  1988 as a base of  100.  The CPI  rental  adjustment  is  computed  by
dividing the CPI for the calendar month immediately  preceding the adjustment by
the CPI for the  month  immediately  preceding  the prior 12 month  period,  and
multiplying the quotient by the current rental rate. The maximum rental increase
of one year over the preceding shall not exceed 5%. There will be no decrease in
rent.

     5. USE OF PREMISES.  The leased premises are to be used and occupied by the
Tenant for Computer Business and for not other purpose.

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     6. SIGNS. Any advertising or other signs erected or displayed by the Tenant
of the said premises  must first be approved by the Landlord in writing.  If the
consent of he Landlord is granted, such signs shall be installed, maintained and
removed at the Tenant's expense.

     7. TENANT IMPROVEMENTS. Tenant may place partitions and fixtures (including
light fixtures) and make  improvements and other  alterations in the interior of
the leased  premises at Tenant's own expense.  Such  improvements or alterations
installed  or made by Tenant,  other than those of a  structural  nature,  shall
remain the property of the Tenant,  provided,  however, that prior to commencing
any such work,  Tenant shall first obtain the written consent of Landlord to the
plans and specifications for proposed work.  Landlord may require that said work
be done by Landlord's own employees or under  Landlord's  own direction,  but at
the expense of Tenant,  and Landlord  may, as a condition to  consenting to such
work, require that Tenant give security that the work will be completed free and
clear of liens and in a manner  satisfactory to Landlord,  and that the premises
will be repaired by Tenant or restored by Tenant to its former  condition at the
termination  of the Lease at Tenant's sole cost and expense.  Tenant agrees that
at the  termination  of the Lease it will deliver up the premises to Landlord in
good condition and repair, reasonable use and wear excepted.

     8. FIRE OR CASUALTY.

          A. In the event the leased premises are wholly or partially  destroyed
by fire or other  casualty  covered  by the usual  form of fire  insurance  with
extended coverage, rendering them untenantable, Landlord shall repair or restore
the leased  premises to  substantially  the same condition as when the same were
furnished  to Tenant,  and Lease shall remain in effect  during such period.  In
such  events,  rent  shall  abate  during the  period of  reconstruction  in the
proportion by which Tenant is deprived of the use of the lease premises.  In the
event,  however,  that the building containing the leased premises is damaged or
destroyed to the extent of more than one-third  (1/3) of its  replacement  cost,
Landlord may elect to terminate this Lease.

          B. Tenant agrees to comply with all rules and regulations of the Board
of Fire Underwriters and the rules and regulations of City, County and State.

     9.  MAINTENANCE.  The  Landlord  agrees to keep the roof,  exterior  walls,
sidewalks and parking areas of said building  clean and in good order and repair
during the term of this Lease. The Tenant agrees to repair and maintain interior
of leased  premises for conditions  caused by the Tenant or its employees or its
invitees,  except for normal wear or tear.  The Tenant agrees that it will do at
its own expense, all redecorating, remodeling, alterations and painting required
by it  during  the term of the  Lease,  and  that it will  maintain  the  leased
premises in a safe, clean, neat and sanitary condition. (See paragraph 18.B.)

     10.  ASSIGNMENT.  It is agreed that  Tenant  will not assign or sublet,  in
whole or part,  this Lease or any  portion of the leased  premises  without  the
prior  written  consent of the  Landlord.  Consent to an  assignment by Landlord
shall not relieve the Tenant  herein form any of its  obligations  assumed under
this Lease.

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     11. INJURY AND LOSS.

          A. Landlord shall not be responsible for any loss,  theft or damage to
the property or injury to or death of any person on or about the  premises,  and
Tenant agrees to indemnify and hold Landlord harmless therefrom.

          B.  Tenant  agrees to obtain  and carry at all times  during the lease
term,  public  liability   insurance  with  reputable,   financially-responsible
insurance  carrier,  insuring both Tenant and Landlord,  with limits of not less
than  $_____*__  for  injury or  accident  to any person  and  $___________  for
property damage, Upon request,  Tenant will furnish to Landlord  certificates of
such insurance, disclosing Landlord as a named insured. *(See paragraph 18.C.)

     12.  EMINENT  DOMAIN.  In the event any  portion of the leased  premises is
taken from Tenant under eminent domain proceedings,  Tenant shall have no right,
title or  interest  to any award made for such  taking,  except for  fixtures or
improvements installed by Tenant.

     13. WAIVER.  No exemption or consent to any waiver of any of the provisions
hereof  by  Landlord  shall be  deemed  to have  been  made  unless  the same is
expressed in writing.

     14, SERVICE.

          A. Tenant agrees to pay its prorated share of electricity and gas each
month based on square feet leased.  Total  leasable  building being 4,006 square
feet.

          B. Tenant  agrees to provide its own  janitorial  and  cleaning of the
lease space.

          C.  Landlord  agrees to  provide  water and year  maintenance  for the
building.

     15. BUILDING RULES AND REGULATIONS. Tenant agrees to abide by all the rules
and regulations of the building  imposed by Landlord with regard to cleanliness,
good  appearance,  proper  maintenance,  good  order and  reasonable  use of the
premises,  and the building, and as may be necessary for the proper enjoyment of
the building by all tenants and their  clients,  customers and  employees.  Such
rules and regulations may be changed from time to time upon reasonable notice to
Tenant.

     16. NOTICES.  For all purposes  relating to this Lease,  the address of the
Landlord is: P.O. Box 23993, Tigard,  Oregon 97281-3993,  and the address of the
Tenant is: Suite 600 of 7579 E. Main Street, Scottsdale,  Arizona 85251. Notices
relating to this Lease shall be deemed to have been received by addressee on the
fifth day following  depositing the notice in the U.S. mail,  properly addressed
and postage prepaid.

     17. DEFAULT.

          A. If Tenant  fails to pay the rent or other sums herein  provide when
due, or if Tenant fails to keep or perform any of the other terms and conditions
hereof and such failure shall  continue for more than ten (10) days after notice
to Tenant, Tenant shall be deemed in default hereunder.

          B. Upon default  hereunder  by Tenant,  Landlord  may  terminate  this
Lease,  re-enter  the  leased  premises,  and  distrain  for rent due or  remove
therefrom  property  not  belonging  to  Landlord,   all  without  liability  or

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obligation of any kind to Tenant. It is expressly understood that (1) time is of
the essence,  (2) the failure to Landlord to exercise any right  hereunder shall
not constitute a waiver of any other or further default of Tenant, including any
other or further  default in the payment of sums owing  hereunder  when due, and
(3) the  enumeration  of express  rights and options  herein shall not limit the
Landlord  thereto nor deprive  Landlord of any other  remedy or  combination  of
remedies  provided  by law,  including  the right to  recover  from  Tenant  any
deficiency upon re-renting.

          C. Tenant  shall pay Landlord  for all costs and  expenses,  including
reasonable  attorneys' fees, incurred by Landlord in connection with any default
hereunder by Tenant, whether or not legal action is commenced and whether or not
such action shall proceed to judgment.

     18. MISCELLANEOUS PROVISIONS.

          A. Each and all of the agreements  herein contained shall inure to the
benefit of, and shall bind not only the parties hereto,  but each and all of the
heirs, legal  representatives,  executors and assigns of the Landlord and of the
Tenant,  and wherever reference is made to the Landlord or to the Tenant herein,
such reference shall be deemed to include the respective  successors and assigns
of the Landlord and of the Tenant, as the case may be.

          B.  (Paragraph  9 Cont'd).  Landlord  will  maintain  all  electrical,
plumbing,  air conditioning and heating requiring repair resulting from ordinary
use;  provided,  however  Tenant will  replace  interior  air filter every three
months.  Landlord also agrees to provide two covered  parking spaces at no extra
charge.

          C.  Tenant  shall  cause  Landlord  to  be  named  insured  on  policy
1-75274125 for coverage provided by National Fire Insurance Company of Hartford.

     IN  WITNESS  WHEREOF,   the  parties  have  duly  executed  this  lease  at
Scottsdale, Arizona, as o f the day and year first above written.


                                        LANDLORD:
TENANT:                                 CORTESE FAMILY TRUST

/s/                                     /s/
-----------------------------------     ----------------------------------------
Telephone No.                           Trustee                    Telephone No.

                                        /s/
-----------------------------------     ----------------------------------------
Telephone No.                           Trustee                    Telephone No.

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