EXHIBIT 10.2
             VENTURA PROFESSIONAL CENTER --FIRST AMENDMENT TO LEASE
                                     BETWEEN
           VIRTUAL SOURCE, INC. AND  SECURITY NATIONAL PROPERTIES, LLC
                                OCTOBER 27, 1998

THIS  AGREEMENT, dated January 10,2000, is between Security National Properties,
                               ---
LLC  ("Landlord"),  and Virtual Source, Inc.("Tenant"), and relates to the lease
                        --------------------
dated  October  27,1998,  by  and between Landlord and Tenant ("the Lease") with
       ------------
respect  to  the  premises  identified  as  Ventura  Professional  Center  ("the
Premises").

Landlord  and  Tenant  herein  agree to the following modifications to the above
referenced  lease:

1.    All  terms  defined  in  the Lease have the same meaning when used in this
      First  Amendment  to  Lease.

2.     An  area  comprising  approximately  2500 square feet on the first floor,
       Suite  110,  and  3038  square  feet on  the  second  floor,  Suite  202,
       of  5740  Ralston  Street,  Ventura, California.  5538 total square feet.

3.     Tenant  agrees  to pay Landlord minimum monthly rental for said Premises,
       payable monthly in advance, the amount of Eight  Thousand  Three  Hundred
                                                 -------------------------------
       SevenDollars ($8,307.00),for a term of Twenty Four (24)months, commencing
                    ----------                ---------------
       April 1,2000 and terminating on March 31 ,2002. If Tenant  is  unable  to
       ------------                    --------------
       move into the second  floor  space  prior  to  March  15,  2000, Landlord
       will  adjust rent commencement date accordingly. Tenant  shall  have  one
       (1), two (2) year option to extend the terms of  Lease  at  market  rate.

4.     Landlord  will  reimburse  Tenant  up  to  $25,000.00 for verified Tenant
       Improvements.

3.     Tenant  represents  to  Landlord  that  there are no defaults by Landlord
       under  the Lease and that Landlord has fully performed all obligations to
       Tenant under  the  Lease  which  has  accrued  up  to  the  date  hereof.

As  amended  hereby,  the Lease, and each and every provision thereof, is hereby
ratified and confirmed by Landlord and Tenant and shall remain in full force and
effect  by  and  between  Landlord  and  Tenant.

NOT WITHSTANDING THE FOREGOING, this First Amendment to Lease offer shall remain
in  effect  until  5:00  P.M.  (PST),  January  14,  2000
                   --------------------------------------

IN  WITNESS  WHEREOF,  Landlord and Tenant have executed this First Amendment to
Lease  the day and year first above written, although as a matter of convenience
it  may  be  actually  signed  by  parties  on  another  day.

Executed  on:     2/8/00

LANDLORD:

Security  National  Properties-Ventura,
LLC

BY:
Security  National  Properties  Servicing,
LLC-It's  Manager

By:      /s/  Fred  Griffith
        --------------------
          FRED  GRIFFITH
          Sr.  Vice  President,  Real  Estate

Date:  2/11/00

TENANT

Virtual  Source,  Inc.

By:     /s/  Robert  C.  McShirley
        --------------------------
          ROBERT  C.  MCSHIRLEY
          President


<PAGE>
                     MUTUAL RELEASE AND COMPROMISE AGREEMENT
                     ---------------------------------------

     This  Mutual  Release  and  Compromise  Agreement ("agreement") is made and
entered  into  by  Virtual  Source, Inc., a Nevada corporation, ("releasor") and
Ingomar  Limited  Partnership, a Nevada limited partnership, Ingomar Properties,
LLC,  an  Alaska  limited  liability  company,  and  Security National Servicing
corporation,  an  Alaska  corporation  (collectively  "releasees").

                         NATURE AND EFFECT OF AGREEMENT
                         ------------------------------

     Releasor  and  releasees have agreed to a full compromise and settlement of
all  disputes  between  them  according  to  the  terms  and  conditions of this
agreement.  By executing this agreement, each of the parties intends to and does
hereby resolve and settle all disputes and differences between them with respect
to  any  and  all  rights and liability arising out of or related to the matters
described  herein.  This  agreement  is  entered  into solely for the purpose of
settling any and all disputed claims and avoiding the expenses and uncertainties
of  litigation.  This  agreement  does  not  constitute  any admission by either
releasor  or  releasees of the lack of merit of that party's claims or defenses.

                                    RECITALS
                                    --------

     1.     On  or  about  September 15, 1997, releasor, as lessee, and releasee
Ingomar  Limited  Partnership,  as  lessor,  entered  into  a written lease (the
"current  lease") for the space designated as Suites 310 and 312 at 5720 Ralston
Street (the "current space") in the office complex commonly known as 5720, etc.,
Ralston  Street,  Ventura,  California  93003  (the  "complex").  At  that time,
releasee  Ingomar  Limited  Partnership  was  the  owner  of  the  complex.

     2.     Subsequently,  releasee  Ingomar  Limited  Partnership  conveyed
ownership  of  the  complex  to  releasee  Ingomar  Properties,  LLC.

     3.     At  all times material to this agreement, releasee Security National
Servicing  Corporation  has  been the duly authorized agent of releasees Ingomar
Limited  Partnership  and  Ingomar  Properties,  LLC.

     4.     In or about July and August, 1998, a dispute arose between releasor,
on  the  one  hand, and releasees, on the other hand, concerning the exercise by
releasor  of  an  option to extend the term of the current lease, and concerning
the actions of the parties in connection with the negotiation of a potential new
lease.

     5.     On  August  28,  1998,  releasor filed a complaint against releasees
Ingomar  Limited Partnership and Ingomar Properties, LLC, and against defendants
Does  1  through  100,  in  the  Ventura  County  (California)  Superior  Court,
designated as Case No. CIV 183504, for specific performance, declaratory relief,
injunctive  relief, and damages, arising out of the dispute between releasor and
releasees,  reference  to  which  is  made  for  further  particulars.

                                    AGREEMENT
                                    ---------

NOW,  THEREFORE,  IN  CONSIDERATION  OF  THE  MUTUAL  PROMISES  AND

COVENANTS  SET  FORTH  HEREIN,  THE  PARTIES  AGREE  AS  FOLLOWS:

I.  MUTUAL  COMPROMISE  AGREEMENT
    -----------------------------

     Each  party  hereby  compromises  and settles any and all past, present, or
future claims, demands, obligations, or causes of action, whether based on tort,
contract,  or  other  theories  of  recovery, which that party has, or which may
later  accrue  to  or be acquired by that party, against the other party and the
other  party's  predecessors  and  successors  in  interest, heirs, and assigns,
arising  from  the  subject  matter  of  the  actions  described  herein, on the
following  terms  and  conditions:

     A.     Releasor  and  releasee  Ingomar  Properties,  LLC,  shall forthwith
execute  a  lease (the "new lease") for Suite A at 5740 Ralston Street (the "new
space")  in  the complex, the form and content of said new lease being set forth
in  Exhibit  "A,"  attached  hereto  and  incorporated  herein  by  reference.

     B.     Releasees shall pay to releasor the sum of $30,000 as follows: Prior
to  execution  of  this  agreement  by  releasor,  releasees  shall  cause to be
deposited  to the client trust account of releasor's counsel, CLARKE & CLARKE, a
Professional  Corporation,  said  sum  of  $30,000,  and  said  counsel shall be
authorized and directed to release said sum from said trust account to the order
of  releasor  immediately  upon  releasor's  execution  of  the  original  or  a
counterpart  of  this  agreement,  and  of  the  new  lease.

     C.  In  accordance with the terms and conditions of the new lease, releasor
shall  vacate  the  current  space  and  move  into  the  new  space.

     D.     Pending releasee moving into the new space, the terms and conditions
of  the  current  lease  shall  continue  in  full force and effect, except that
releasees waive, and releasor shall not be required to pay, any rent pursuant to
the  current  lease, and releasees acknowledge that the rent paid by releasor at
the  time  of execution of the current lease is accepted by releasees as payment
in  full  for  all  rent  due on account of releasor's occupation and use of the
current  space. Upon releasor vacating the current space and moving into the new
space,  the  current  lease  shall  terminate.

     E.     Upon  presentation  no  later  than  February 28, 1999, of receipts,
invoices,  and  other  sufficient  documentation  therefor,  releasee  Ingomar


<PAGE>
Properties,  LLC, shall forthwith reimburse releasor up to the cumulative amount
of  $10,000  for  reasonable out-of-pocket expenses incurred by it in connection
with  its  move from the current space to the new space, including telephone and
utility installation charges, costs of wiring and connecting computers, printing
new  stationary,  business  cards,  and  other  business  supplies in a quantity
similar  to  that  on  hand at the time releasor moves to the new space, and, in
addition  thereto,  releasee  Ingomar Properties, LLC, shall forthwith reimburse
releasor  up  to  the  cumulative amount of $7,500 for attorney's fees and costs
incurred  in  connection  with releasor's prosecution of the complaint described
herein, including services in connection with this settlement and mutual release
and  waiver.  In  the  event  of any dispute between the parties concerning such
reimbursement,  and  notwithstanding  any  provision  to the contrary in the new
lease,  such  dispute  shall  be  submitted  to  binding arbitration pursuant to
California Code of Civil Procedure sections 1280 through 1288.8, before a single
arbitrator  who  regularly  maintains  offices in Ventura, California, as may be
mutually  agreed upon by the parties, or in the event that they disagree, as may
be  appointed  by the then Presiding Judge of the Ventura County Superior Court,
acting  as  an  individual  upon  the  written  application  of  any  party.

     F.     Releasor  agrees  to  dismiss  with  prejudice its complaint against
releasees  Ingomar  Limited  Partnership  and  Ingomar  Properties, LLC, herein.

     G.     Releasor  and  releasees  each  agree  to  waive  any and all claims
against  the  other arising out of the subject matter of the complaint described
herein.

     H.     Releasor  and  releasees  agree  that this compromise and settlement
shall constitute a bar to all past, present and future claims arising out of the
subject  matter  of  the  actions  described  herein.

II.     REQUIREMENT  FOR  THE  FULFILLMENT  OF  ALL  CONDITIONS
        -------------------------------------------------------

     Releasor  and releasees agree that in the event one or more of the material
conditions  listed  as  "A"  through  "H"  under  the heading "MUTUAL COMPROMISE
AGREEMENT"  herein  is not met within a reasonable time after written notice and
demand,  this  entire  agreement  shall  be  null  and void, and without effect.

III.     MUTUAL  GENERAL  RELEASE
         ------------------------

     For  the  valuable  consideration  described  herein,  the  receipt  and
sufficiency  of  which  is  hereby acknowledged, each of the parties does hereby
expressly  release  and  discharge  each  other from any and all rights, claims,
causes  of  action, obligations, costs, damages, losses, liabilities and demands
of  whatsoever character to the date hereof, including, but without limiting the
generality  of any of the foregoing provisions, any and all claims of whatsoever
character  in  any  way  arising out of or connected with, the matters described
herein  except  those  matters and obligations expressly created or preserved as
provided  in  this  agreement.

     The parties hereto further expressly waive, to the fullest extent permitted
by  law,  the  provisions  and  benefits of section 1542 of the California Civil
Code,  which  provides:

          A  GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
          NOT KNOW OR SUSPECT  TO  EXIST  IN  HIS FAVOR AT THE TIME OF EXECUTING
          THE RELEASE, WHICH IF KNOWN  BY  HIM  MUST  HAVE  MATERIALLY  AFFECTED
          HIS SETTLEMENT WITH THE DEBTOR.

     The  parties  hereto agree and acknowledge that each may hereafter discover
facts different from or in addition to those he, she or it now knows or believes
to  be  true  with  respect  to  the matters contained in this agreement and the
claims  released  herein.  The  parties agree that this waiver shall be and will
remain  effective  in  all respects notwithstanding such different or additional
facts.

     It  is  the  intention  of the parties hereby fully, finally and forever to
settle  and  release all such matters, and all claims relative thereto, which do
now  exist,  may exist, or heretofore have existed between the parties hereto in
the  matter  specified  herein.  In  furtherance of such intention, the releases
given  herein  shall  be  and  will remain in effect as full and complete mutual
releases  of  any such matters notwithstanding the discovery of existence of any
additional  claims  of  facts  relative  hereto.

IV.  WARRANTY-
     ---------

     The  parties  to  this agreement hereby warrant and represent to each other
that  they  have  not assigned or transferred, voluntarily, involuntarily, or by
operation of law, any matter released pursuant to this agreement, or any part or
portion  thereof,  to  any  person or entity not a party to this agreement. Each
party  hereto  agrees  to  indemnify  and hold harmless the other party from and
against any claim, demand, damage, debt, liability or cause of action (including
the  payment  of  attorney's  fees  and  costs actually incurred, whether or not
litigation  is  commenced) based upon, in connection with, or arising out of any
such  assignment  or  transfer  by  the  indemnifying  party.

V.  AGREEMENT  NOT  AN  ADMISSION
    -----------------------------

     This  agreement is of a disputed claim and is not an admission of liability
by  either  releasor  or  releasees.

VI.  EQUITABLE  RELIEF
     -----------------

     The  parties agree that failure of either party to carry out any obligation
under  this  agreement  will  constitute immediate and irreparable damage to the
other  not  compensable  in money damages and will warrant preliminary and other
injunctive  and  equitable  relief  on a showing of the failure to carry out any
such obligation satisfactory to the court to which application for relief may be
made.

VII.  COOPERATION
      -----------

     The  parties  hereto agree that they will execute any and all documents and
take  any  and all other actions as may be reasonably necessary to carry out the
terms  of  this  agreement.

VIII.  ADVICE  OF  ATTORNEY
       --------------------


<PAGE>
     Each  party  warrants  and represents that in executing this agreement, he,
she  or  it has relied upon legal advice from the attorney of his or her choice;
that  the terms of this agreement have been read and its consequences (including
risks, complications, and costs) have been completely explained to him or her by
that  attorney;  and  that  he,  she  or  it fully understands the terms of this
agreement. Each party further acknowledges and represents that he, she or it has
executed  this  agreement  freely and voluntarily without the undue influence of
any  person,  and  he, she or it has not relied on any inducements, promises, or
representations  made  by  any person not expressly set forth in this agreement.

IX.  AUTHORITY  TO  CONSENT
     ----------------------

     Each  party  to this agreement warrants that he, she or it has authority to
consent  to  this  agreement.

X.  BINDING  ON  HEIRS
    ------------------

     This  agreement  shall  be  binding  upon  the  spouses,  heirs,  legatees,
transferees,  assigns,  officers,  directors,  shareholders,  representatives,
employees  and  agents  of  the  parties  hereto.

XI.  ATTORNEY'S  FEES
     ----------------

     In  the  event  any  action,  suit  or  proceeding is commenced under or in
connection  with this agreement, or with respect to any matter released pursuant
to  this  agreement,  the prevailing party shall be entitled to recover, and the
other  party  hereby agrees to pay, the prevailing party's costs and expenses in
connection  therewith,  including  reasonable  attorney's  fees.

XII.  ENTIRE  AGREEMENT
      -----------------

     This  agreement  is  the entire agreement between and among the parties and
supersedes  all  prior  and  contemporaneous agreements or understandings of the
parties. Any amendment to this agreement shall not be valid or binding unless in
writing  and  executed  by  each  of  the  parties  hereto.

XIII.  EXECUTION
       ---------

     This  agreement  may  be  executed  in  one or more counterparts (including
multiple  signature  pages),  all of which shall be deemed to be one instrument.
True  and  correct  copies  may  be  used  in  lieu  of  the  original.

XIV.  CONFLICT  WITH  APPLICABLE  LAW
      -------------------------------

     Should  any portion of this agreement be determined by a court of competent
jurisdiction  to  be  in  conflict  with any applicable law, the validity of the
remaining  portions  of  this  agreement  shall  not  be  affected  thereby.

XV.  CONSTRUCTION  OF  AGREEMENT
     ---------------------------

     All  questions  with  respect to the construction of this agreement and the
rights  and  liabilities  of the parties hereto shall be governed by the laws of
the  State  of California. For purposes of construction, this agreement shall be
deemed  to  have been drafted by all parties, and no ambiguity shall be resolved
against  any  party  by  virtue  of  his  participation  in  the drafting of the
agreement.

Dated:     October  _______,  1998

VIRTUAL  SOURCE,  INC.,
a  Nevada  Corporation

By:     /s/  Samuel  E.  Bradt     /s/  Robert  C.  McShirley
        ----------------------     --------------------------
             SAMUEL  E.  BRADT          ROBERT  C.  MCSHIRLEY
             Chairman  &  CFO           CEO



SECURITY  NATIONAL  SERVICING  CORPORATION  an  Alaska  corporation

BY:     /s/  Fred  S.  Griffith     /s/  Robin  P.  Arkley
        -----------------------     ----------------------
             FRED  S.  GRIFFITH          ROBIN  P.  ARKLEY
             Sr.  VP, Real Estate        President


INGOMAR  LIMITED  PARTNERSHIP,
A  Nevada  Limited  Partnership

BY:     /s/  Robin  P.  Arkley
        ----------------------
          ROBIN  P.  ARKLEY
          President

Prepared  by:

NORMAN,  DOWLER,  SAWYER,  ISRAEL  &  HANCOCK

By:      /s/  Robert  M.  Sawyer
        ------------------------
          ROBERT  M.  SAWYER,  Attorneys  for  releasees

Reviewed  and  approved  by:

CLARKE  &  CLARKE,
A  Professional  Corporation

By:     /s/  Kevin  M.  Clarke,  Attorneys  for  releasees


<PAGE>
                           VENTURA PROFESSIONAL CENTER
                                  OFFICE LEASE

THIS  RENTAL  AGREEMENT,  executed  in  duplicate  on the date herein set forth,
between  Ingomar  Properties,  LLC  (hereinafter referred to as "Landlord"), and
Virtual  Source,  Inc(hereinafter  referred  to  as  "Tenant").
   ------------------

IT  IS  AGREED  between  the  parties  hereto  as  follows:

                              ARTICLE 1. - PREMISES

1.01  Premises
--------------

Landlord  hereby  leases  to  Tenant,  and  Tenant  hereby  hires and takes from
Landlord,  for  the  term, at the rental and upon the conditions hereinafter set
forth,  those  certain  Premises,  herein  after  referred to as the "Premises",
described  as  follows:

An  area  comprising  approximately  2500square  feet,  on  the  first floor, as
                                     ----
outlined in red in "Exhibit A" attached hereto and hereby made a part hereof, of
the  Ventura  Professional  Center,  located  at 5740 Ralston Street, Suite A in
                                                                            -
Ventura, CA. The Premises shall also include a nonexclusive right of ingress and
egress  across  the land on which the building is located and through the stairs
and  common  hallways  of the building and parking areas. Premises shall include
all  fixtures  and  equipment  to  be  installed by Landlord as herein provided.

1.02  Quiet  Enjoyment
----------------------

The  Landlord  covenants  and  agrees  that  the  Tenant  on paying the rent and
performing  the  covenants  contained herein shall and may peaceably and quietly
hold  and  enjoy  the  Premises  for  the  term  of  the  Lease.

1.03  Subordination
-------------------

This Lease shall be subordinate and subject at all times to any mortgage or deed
of trust covering the Premises or which at any time hereafter shall be made, and
to  all  advances  made,  or  hereafter  to  be  made, upon the security hereof.

1.04  Parking
-------------

The  Tenant  shall  have the right to unlimited parking in common with others in
the  parking area adjoining the building in which the Premises are located until
such  time  that  in  the  discretion  of  the  Landlord  such use would dictate
assignment  of  space.

                                ARTICLE 2. - USE

2.01  Permitted  Use
--------------------

The  Premises are to be used solely for office purposes and for no other purpose
without  the  written  consent  of  Landlord.

2.02  Compliance  with  Regulations  of  Governmental  Authorities
------------------------------------------------------------------

Tenant  agrees  that  it  will  comply  with  all laws, statutes, rules, orders,
ordinances  and/  or  regulations  issued,  or  in force (except those requiring
structural  alteration  not  caused  by  acts  of the Tenant), applicable to the
Premises,  or  the business or profession of Tenant, of the City, County, State,
and  Federal  goverranents, and of the California Board of Fire Underwriters and
of  the  Board  of  Equalization  of  the  State  of  California.

2.03  Compliance  with  Regulations  of  Insurers
-------------------------------------------------

Tenant  agrees  at  Tenant's  sole  cost  and expense to comply with any and all
requirements  of any insurance organization or company so that reasonable public
liability  insurance  and fire insurance can be maintained covering the building
and  appurtenances.

2.04  Prohibited  Use
---------------------

Tenant  will  not,  without  the written consent of the Landlord, either use any
apparatus  or  device  in  connection  with  the  Premises which will in any way
increase  the amount of electricity, water, or climate control usually furnished
or  supplied  to the Premises, device for the purpose of using electric current,
water,  or  climate  control.

2.05  Assignment  and  Subletting
---------------------------------

Tenant  shall  not  assign, mortgage, or hypothecate this Lease, or any interest
therein,  or  permit the use of the Premises by any person or persons other than
that  Tenant  or  sublet  the Premises, or any part thereof, without the written
consent  of the Landlord. Consent to any such assignment or subletting shall not
operate  as a waiver of the necessity for a consent to any subsequent assignment
or  subletting,  and  the terms of such consent shall be binding upon any person
holding  by,  under,  or  through  Tenant.  Landlord's  consent  will  not  be
unreasonably  withheld.

Any  assignment  or subletting without such consent shall be void, and shall, at
the  option  of  Landlord, terminate this Lease. This Lease shall not, nor shall
any  interest  therein be assignable, as to the interest of Tenant, by operation
of law, without the written consent of Landlord. Landlord shall not unreasonably
withhold  his  written  consent  to  the  assignment  by  the Tenant of Tenant's
interest  in the Lease, or the subletting of the Premises or any part thereof to
another  person or company of the Premises or any part thereof to another person
or  company  of  the  same profession or business as Tenant in good professional


<PAGE>
standing, provided always that such assignment or subletting shall not overcrowd
the  Premises  or  increase the expenses of Landlord and is not in conflict with
the better interests and welfare of the building. In the event that the Premises
are  leased  to more than one Tenant, this Lease shall automatically transfer to
the  survivor  or  survivors,  in  the  event  of  death  of  one  Tenant.

2.06  Signs
-----------

In  order  that signs will be harmonious the installations of all signs, whether
exterior  or interior shall be subject to the prior approval of Landlord and any
applicable  governmental  authority.

2.07  Rules  and  Regulations
-----------------------------

Tenant  agrees to observe faithfully, and reasonably comply with, the rules and.
regulations,  attached  to  this  Lease  as  Exhibit  "B" and hereby made a part
hereof,  and  such other rules and regulations, promulgated from time to time by
the  Landlord  which  shall  be  reasonable,  as  in the Landlord's judgment are
necessary  for  the  safety,  care,  and  cleanliness of the building or for the
preservation  of  good  order  therein.  The Landlord shall not be liable to the
Tenant  for  violation  of  such rules and regulations by any other Tenant, it's
servants,  employees,  agents,  visitors,  or  licensees.

                                ARTICLE 3. - TERM

3.01  Term
----------

The  term  of  this Lease shall be for a period not to exceed fourteen (14) full
calendar  months,  plus  the  partial  month,  if  any,  immediately  following
commencement  of  this Lease as provided below. This Lease shall commence on the
first  day  of  occupancy by Tenant, but in no event later than December 1, 1998
(the  "Commencement  Date"),  and shall terminate on December 31, 1999, provided
that  in  the  event  that the Premises are not ready for occupancy by Tenant on
November  1,  1998,  Tenant  may  continue  to  occupy the premises described in
Tenant's  prior  lease  dated September 15, 1997, under the terms and conditions
setforth herein, and Tenant shall move from those other premises to the Premises
forthwith  upon  the  Premises becoming ready and available to Tenant, and shall
terminate on December 31, 1999. Landlord and Tenant also agree that that certain
Office  Lease entered into by Landlord and Tenant for the premises known as 5720
Ralston  Street, Suites 310 and 312, Ventura, California (the "Old Premises"), a
copy  of which is attached hereto as "Exhibit C" (the "Old Lease"), shall remain
in  full  force  and effect until the Commencement Date of this Lease; provided,
                                                                       ---------
however,that  no  additional  rental  shall  be  due  under  the  Old  Lease.
  ------

3.02  Option  to  Renew
-----------------------

Tenant  shall  have the option to extend the term of this Lease for a single one
(1)  year  term  at  the  rental  rate of One Dollar and Fifty Cents ($1.50) per
square  foot,  by  delivering  to the Landlord written notice of the exercise of
said  option  at  least  ninety (90) days prior to the expiration of the initial
term  as  stated  in  paragraph  3.01.

3.03  Delivery  of  Possession
------------------------------

Liability  of  Parties  --  In the event of the inability of Landlord to deliver
possession  of  the Premises at the time of the commencement of the term of this
Lease,  neither  Landlord  nor  its agents shall be liable for any damage caused
thereby,  nor  shall  this  Lease thereby become void or voidable, nor shall the
term herein specified be in any way extended, but in such event Tenant shall not
be  liable  for  any  rent  until  such time as Landlord can deliver possession.

Occupancy  -- The Premises shall be considered ready for occupancy, and the term
of  this  Lease  shall  commence,  thirty  (30) working days after the date that
Landlord  has  notified  Tenant  in  writing  that  Landlord  has  substantially
completed  all  of  the  work  to  be  done  by  Landlord  pursuant  to  6.01.

3.04  Surrender  of  Premises
-----------------------------

Termination  of  Tenancy  --  Tenant  agrees  to  surrender  the Premises at the
termination  of  the  tenancy  herein  created,  in the same condition as herein
agreed  they  have  been received, reasonable use and wear thereof and damage by
the  act  of  God  or  by  the  elements  excepted.

3.05  Holding  Over
-------------------

If  Tenant holds possession of the Premises after the term of this Lease, Tenant
shall,  at  the  option  of  the  Landlord,  to be exercised by Landlord's given
written  notice to Tenant and not otherwise, become a Tenant from month to month
upon the terms and conditions herein specified at a monthly rental equal to that
paid  by Tenant for the last month of the term of this Lease, payable in advance
in  lawful  money,  and  shall continue to be such Tenant until thirty (30) days
after Tenant shall have given to Landlord or Landlord shall have given to Tenant
a written notice of intention to terminate such monthly tenancy. Unless Landlord
shall  exercise  the  option  hereby  given  him.  Tenant  shall  be a Tenant at
sufferance only, whether or not Landlord shall accept any rent from Tenant while
Tenant  is  so  holding  over.

3.06  Quitclaim
---------------

Upon  the  expiration  or  earlier  termination  of this Lease, Tenant agrees to
deliver  a  quitclaim deed in favor of Landlord, if Landlord requests release of
its  interest  in  the  Premises.

3.07  Operating  Enpense  Adjustments
-------------------------------------

INTENTIONALLY  DELETED.


<PAGE>
                                ARTICLE 4. - RENT

4.01  Minimum  Monthly  Rent
----------------------------

Tenant  shall  pay  to  Landlord as minimum monthly rent for the initial term of
this  lease,  as  described in paragraph 3.01, without deduction, set-off, prior
notice,  or  demand,  the sum Zero Dollars ($ 0.00), per month in advance on the
                              ----
first  day of each month. Minimum monthly rent for the first month or portion of
it shall be paid on the day that Tenant's obligation to pay minimum monthly rent
commences.  Minimum  monthly rent for any partial month shall be prorated at the
rate  of  1/30th  of  the  minimum  monthly  rent  per  day.

All  rent  shall be paid to Landlord at the address to which notices to Landlord
are given. Rent paid more than ten (10) days later shall be subject to a penalty
of  six  percent  (6%)  of  the  rent  due.

ARTICLE  5.  -  TAXES  AND  UTILITIES

5.01  Taxes
-----------

Landlord  shall  pay all taxes and assessments levied upon the property of which
the  Premises represent a part of the total area. Tenant shall pay all taxes and
assessments  levied  against  any  personal  property,  trade fixtures, or other
improvements,  on  the  Premises  belonging  to  Tenant.

5.02  Utilities
---------------

Landlord  agrees  to  furnish the Premises twenty-four (24) hours per day, seven
(7)  days  per  week,  subject  to  the  regulations of the building wherein the
Premises  are  situated,  with  a  reasonable  amount  of  water and electricity
suitable  for the intended use of the Premises, such heat as may be required for
the  comfortable  occupation  of  the  Premises,  janitor  service, and elevator
service,  which shall mean service either by non-attended automatic elevators or
elevators  with attendants at the option of the Landlord, provided Tenant is not
in  default  hereunder.  Landlord,  however,  shall not be liable for failure to
furnish  any  of  the  foregoing  when  such  failure  is caused by accidents or
conditions  beyond  the  control  of Landlord, or by labor disturbances or labor
disputes, of any character, whether resulting from or caused by acts of Landlord
or  otherwise,  or  repairs, provided that in the case of repairs Landlord gives
Tenant  reasonable  advance written notice of interruption of such services; nor
shall  Landlord  be  liable  under  any  circumstances  for loss of or injury to
property,  however occurring, through or in connection with or incidental to the
furnishing  of  any  of  the  foregoing,  nor shall any such failure relieve the
Tenant  from  the  duty  to  pay  the  full  amount  of rent herein reserved, or
constitute  or  be  construed as a constructive or other eviction of Tenant. The
Premises  are  leased  on  a  twenty-four (24) hours per day, seven (7) days per
week,  basis.

ARTICLE  6.  -  IMPROVEMENTS  AND  REPAIRS

6.01  Fitting  Up
-----------------

Prior  to  the  commencement  of  the term, Landlord shall clean carpet, replace
ceiling  tiles  as  necessary,  and paint Premises at its sole cost and expense.

6.02  Repairs
-------------

Tenant  shall  take  good  care  of  the Premises and they shall not be altered,
repaired  or  changed  without the written consent of Landlord. Unless otherwise
provided  by  written agreement, all alterations, improvements, and changes that
may  be  required shall be done either by or under the direction and at the cost
of  Landlord and shall be the property of Landlord, and shall remain upon and be
surrendered  with  the  Premises,  excepting however that, at Landlord's option,
Tenant  shall,  at  his expense, when surrendering the Premises, remove from the
Premises and the building all partitions, counters, railings, etc., installed in
the  Premises  by  or  at  the cost of Tenant. All damages or injury done to the
Premises by Tenant, or by any person who may be in or upon the Premises with the
consent  of  Tenant  shall  be  paid  for  by  the  Tenant.

6.03  Mechanic's  Liens
-----------------------

The  Tenant  shall not suffer or permit any mechanic's or materialman's liens to
be  filed against the fee of the real property of which the Premises form a part
not against the Tenant's leasehold interest in the Premises. Landlord shall have
the  right  at  all reasonable times to post and keep posted on the Premises any
notices  which  it  deems  necessary for protection from such liens. If any such
liens are so filed, Landlord, at its election, may pay and satisfy the same and,
in  such  event,  the sums so paid by the Landlord, with interest at the rate of
ten  percent  (10%)  per  annum  from  the date of payment shall be deemed to be
additional  rent due and payable by the Tenant at once without notice or demand.

ARTICLE  7.  -  DESTRUCTION  AND  CONDEMNATION

7.01  Destruction  of  Premises  by  Non-  Insured  Causes
----------------------------------------------------------

Should  the  building in which the Premises are located be substantially damaged
or  destroyed  by  any  cause which is not covered by insurance, such as but not
limited  to  earthquake,  war,  riot,  and insurrection, Landlord may by written
notice  given  within  ninety (90) days from the happening of such event, cancel
its  Lease  without  obligation other than to refund any rent paid by Tenant but
not  used;  provided,  however,that  upon  receipt  by  Tenant of such notice by
            -------------------
Landlord  of its election to terminate this Lease, Tenant shall have a period of
sixty  (60)  days  to vacate the Premises so long as Tenant continues to pay the
full  rental  amount as provided by this Lease. The term "substantially" as used
herein  shall  be  taken  to  mean  any damage, the repair of which will cost in
excess of the sum of twenty-five percent (25%) of the original construction cost
of  the  building.


<PAGE>
7.02  Destruction  of  Premises  by  Fire
-----------------------------------------

Should  the  building in which the Premises are located be substantially damaged
or  destroyed  by  fire  or  other  cause, either party may cancel this lease as
provided  in  this  Section  7.02.

The  term  "substantially"  as used herein shall be taken to mean any damage the
repair  of  which  will  cost in excess of the sum of fifty percent (50%) of the
original  construction  cost. Either party's notice to the other of its election
to  cancel  this Lease must be given within (90) days from the date of the fire,
or  other  insured  cause; provided,however, that upon receipt by Tenant of such
                           ---------
notice  by Landlord of its election to terminate this Lease, Tenant shall have a
period  of sixty (60) days to vacate the Premises so long as Tenant continues to
pay  the  full  rental  amount  as  provided  by  this  Lease.  If  no notice of
cancellation  is given by either party, the Lease shall remain in full force and
effect  as  written,  and  Landlord  agrees  to use due diligence to rebuild the
Premises  to  a  similar condition as existed prior to the fire. If the Premises
are  rendered wholly untenantable during the period of repair, the rent shall be
abated  until the Premises are ready for occupancy. If the Premises are rendered
partially  untenantable,  the  rent  shall be apportioned according to the space
that  is  still usable by the Tenant during the course of reconstruction. If the
Landlord  should elect to cancel the Lease under this cause, it shall refund any
unearned  rent  as  of  the  date  of  the  destruction.  See  Addendum.

7.03  Condemnation
------------------

If  the  whole  or  any  part  of the Premises shall be taken or condemned by an
competent  authority  under power of eminent domain for a public or quasi-public
use  or purpose, then, at Landlord's option to be exercised by written notice to
be  given  by  Landlord  to Tenant, the term hereby granted shall cease from the
time  when  possession of the part so taken shall be required for such public or
quasi-public  use  or purpose, and without an apportionment of the award, Tenant
hereby assigning to Landlord all right and claim to the award. The current rent,
however,  in  such  case  shall  be  apportioned.

                             ARTICLE 8. - INDEMNITY

8.01  No  Liabilily  of  Landlord
---------------------------------

Landlord  shall not be liable to Tenant for any injury or damage that may result
to  any person or property by or from any cause whatsoever, and without limiting
the  generality  of  the  foregoing,  whether  caused  by  water  leakage or any
character  from  the room, walls, basement, or other portion of the Premises, or
caused  by  gas, fire, oil, electricity, or any cause whatsoever, in on or about
the  Premises  or  any  apart  thereof.

8.02  Indemnification  of  Landlord
-----------------------------------

Tenant  and  Landlord agrees to hold each other harmless from and defend against
any  and  all  claims  or  liability  for  any injury or damage to any person or
property  whatsoever,  (1)  occurring  in,  on or about the Premises or any part
thereof:  and  (2)  occurring in, on or about any facilities (including, without
prejudice  to  the  generality  of  the term "facilities," elevators, stairways,
passageways,  or  hallways) the use of which Tenant may have in conjunction with
other  tenants  of  the  building, when such injury or damage shall be caused in
part  of  in  whole  by the act, negligence or fault of, or omission of any duty
with  respect  to  the  same  by  Tenant,  his  agents,  servants, or employees.

8.03  Liabilily  Insurance  Provided  by  Tenant
------------------------------------------------

Liability  Insurance  in the amount of One Million Dollars ($1,000,000.00) is to
be  provided  by  Tenant.  Landlord  should  be  named as additional insured and
certificate  of  the  policy  should  be  delivered  to  the  Landlord.

                               ARTICLE 9 - DEFAULT

9.01  Acts  Constituting  a  Default.
-------------------------------------

Any  and  all  of the following actions shall, upon notice by Landlord to Tenant
and  following  expiration  of  a reasonable period within which Tenant may cure
such  default,  constitute  a  default  of  this  Lease:

1.     Use  of  the  Premises  for  any purpose other than as authorized in this
       Lease;  or
2.     Other  sums  owing  when  due;  or
3.     Abandonment  or  vacation  of  Tenant  from  the  Premises;  or
4.     Assignment of the Premises by Tenant, either voluntary or by operation of
       law,  whether by  judgment,  executions,  death,  or  any  other means,
       without the consent of Landlord;  or
5.     The  filing  by  Tenant or any other person of a voluntary or involuntary
       petition  in bankruptcy or an arrangement by or against Tenant; the
       adjudication of Tenant as a bankrupt  or  insolvent; the appointment of a
       receiver appointed at the instance or  request of  Landlord;  the general
       or any other assignment by Tenant for the benefit of this creditors;  or
6.     A  default  in  the  performance  of any terms, covenants, and conditions
       herein  contained;  or
7.     The  inability  of  Tenant  to  perform  any  of the terms, covenants, or
       conditions  herein  by him  to  be  kept  or  performed.

9.02  Remedies  Upon  Default
-----------------------------

In the event of a default of this Lease, and in addition to all other rights and
remedies  Landlord  may have at law, Landlord shall have the option to do any or
all  of  the  following:

1.  Re-entry - Immediately re-enter and remove all persons and property from the
Premises, storing  said personal  property in a public warehouse or elsewhere at
the cost of,  and  for the  account of, the Tenant. In such instance, the  Lease
will be terminated, and Landlord will  be  entitled  otherwise  to  recover  all
damages allowable under the law or this  Lease.


<PAGE>
2.  Collection of Rent -- As it becomes due hereunder, or to enforce, by suit or
otherwise,  any other term or provision hereof on the part Tenant required to be
kept  or  perform,  it being specifically agreed that all unpaid sums shall bear
interest  at  the  highest  legal  rate  from  the  due date thereof until paid.

3.  Termination  of  Lease  --  Termination  of this Lease, in which even Tenant
agrees  to  immediately  surrender  possessions  of  the Premises, and to pay to
Landlord,  in  addition  to  any  other  remedy  Landlord  may have, all damages
Landlord  may  incur  by reason of his default, including the cost of recovering
the  Premises.

4.  Measure  of Damages -- The damages Landlord may recover include the worth at
the  time of award of the amount by which the unpaid rent for the balance of the
term  after  the  time  of award exceeds the amount of such rental loss from the
same  period  that  Tenant  proves  could  be  reasonably  avoided.

9.03     Removal  of  Property
----     ---------------------

INTENTIONALLY  DELETED.

9.04     Waiver  of  Damages
----     -------------------

INTENTIONALLY  DELETED.

9.05     Waiver  of  Breach
----     ------------------

Landlord's  failure  to take full advantage of any default or breach of covenant
the  part  of  Tenant shall not be , or construed as a waiver thereof, nor shall
any  custom  or  practice which may grow up between the parties in the course of
administrating  this  instrument be construed to waive or to lessen the right of
Landlord  to  insist  upon  the  performance by Tenant of any tern, covenant, or
condition  hereof,  or  to  exercise any rights given him on account of any such
default.  A waiver of a particular breach, or default, shall not be deemed to be
a  waiver  of the same or any other subsequent breach or default. The acceptance
of  rent  hereunder  shall  not be, or be construed to be, a waiver of any term,
covenant,  or  condition  of  this  Lease.

9.06  Demand  for  Rent
-----------------------

In  the  event  that  Tenant  shall  be  in  default in the payment of any rents
provided  for  in this Lease, Tenant waives the making by Landlord of any demand
for  rent  prior  to  the  commencement  of any action in ejectment or to obtain
possession  of  the  Premises.

9.07  Cumulative  Remedies
--------------------------

The  foregoing  remedies  of  Landlord  shall  not  be  exclusive,  but shall be
cumulative  and  in  addition to all remedies now or hereafter allowed by law or
elsewhere  provided.

9.08  Landlord  Curing  Default
-------------------------------

Upon  fifteen (15) days prior written notice to the Tenant by the Landlord, or a
time period during which Tenant could reasonably be expected to cure the default
in  question  after  such  notice,  it  is agreed that the Landlord may cure any
default  by  the Tenant hereunder and, if necessary, may enter upon the Premises
for such purpose, and in such event the cost thereof to Landlord shall be deemed
additional  rent  payable  by the Tenant, which shall become immediately due and
payable.  Furthermore,  Landlord  has  the  right to act immediately if Landlord
believes  it  necessary.

                       ARTICLE 10 - INSPECTION AND NOTICES

10.  1  Inspection
------------------

Tenant  will  permit  landlord  with  reasonable  notice  provided  it is not an
emergency  and  its agents to enter into and upon the Premises at all reasonable
times  for  the purpose of inspecting the same, or for the purpose of protecting
owners reversions, or to make alterations or additions to the Premises or to any
other  portion  of  the  building  in  which  the  Premises are situated, or for
maintaining  any  service  provided  by  Landlord to Tenant hereunder, including
window  cleaning  and janitor service if provided, without any rebate of rent to
Tenant  for any loss of occupancy or quiet enjoyment of the Premises, or damage,
injury,  or  inconvenience  thereby  occasioned, and will permit Landlord at any
time within thirty (30) days prior to the expiration of this Lease to bring upon
the  Premises for purposed of inspection of display, prospective tenants hereof.

10.2  Notices
-------------

Any notice, demand or communication under, or in connection with, this lease may
be  served upon  Landlord  by  personal service,  or  by  mailing  the  same  by
registered mail, and/or  certified mail  in  the  United  States  Post  Office,
postage prepaid, and return receipt requested,  and  directed to Landlord at the
below  stated  address  and  may  likewise  be  served  on  Tenant  by  personal
service  or  by  so  mailing  the  same  addressed to Tenant at the below stated
address  or  the  Premises. Either Landlord or Tenant may change such address by
notifying  the  other  party  in  writing  as  to  such new address as Tenant or
Landlord  may  desire used and which address shall continue as the address until
further  written  notice.

     LANDLORD  NOTICES:                             TENANT  NOTICES:
     Ingomar  Properties,  LLC                      Virtual  Source,  Inc.
     DBA:  Ventura  Professional  Center            5740  Ralston,  Suite  A
     5700  Ralston  Street,  Suite  101             Ventura,  California  93003
     Ventura,  CA  93003


<PAGE>
                        ARTICLE 11. - GENERAL PROVISIONS

11.  01  Covenants
------------------

It is mutually agreed that the letting hereunder is made upon and subject to the
terms,  covenants,  and  conditions of this Lease and that Tenant covenants as a
material  part of the consideration for this Lease, to keep and perform each and
all  of  said  terms, covenants, and conditions by him be kept or performed, and
that  this  Lease  is  made  upon  the  condition  of  such  performance.

11.02  Provisions  Deemed  Covenants  and  Conditions
-----------------------------------------------------

The  parties  hereto  agree  that  all  the material provisions hereof are to be
construed  as  covenants  and  conditions  as  through  the words importing such
covenants  and  conditions  were  used  in  each  instance  and  that all of the
provisions hereof shall bind and inure to the benefits of the parties hereto and
their  respective  heirs,  legal  representatives,  successors,  and  assigns.

11.03  Time  of  Essence
------------------------

Time  is  of  the  essence  in  the performance of each provision of this Lease.

11.04  Cumulative  Remedies
---------------------------

The specified remedies to which Landlord or Tenant may resort under the terms of
this Lease are cumulative and not intended to be exclusive of any other remedies
afforded  by  Law.  The  waiver  of  the  performance  or any covenant, term, or
condition of this Lease by Landlord or Tenant shall not be construed as a waiver
of  any  subsequent  breach  of  the  same  covenant,  term,  or  condition.

11.05  Attorney's  Fees
-----------------------

Should  either  part  hereto institute any legal action to enforce any provision
hereof,  the  prevailing  party in such action shall be entitled to receive from
the  losing  party  such  amount  as  the  court  may  adjudge  to be reasonable
attorney's  fees.

11.06  Interest  on  Money  Due
-------------------------------

Any  sum accruing to Landlord or Tenant under the provisions of this Lease which
shall  not  be  paid  when due shall be interest at the rate of eighteen percent
(18%)  per  annum,  or  at  the maximum rate permitted by law, from the date the
original  same  was  due.

11.07  Invalidity
-----------------

If  any term, covenant, condition, or provision of this Lease is held by a court
of  competent jurisdiction to be invalid, void, or enforceable, the remainder of
the  provisions hereof shall remain in full force and effect and shall in no way
be  affected,  impaired,  or  invalidated  thereby.

11.08  Agency
-------------

Nothing  contained  in  this  Lease  shall be deemed or construed by the parties
hereto or by a third person or create the relationship of principal and agent or
of  partnership  or  of  joint  venture  or  of any other association other than
Landlord  and  Tenant.

11.09  Extensions
-----------------

All  references  to  the term of this Lease shall include any extensions of such
term.

11.  10  Captions
-----------------

The  captions of articles of this Lease are for reference only and are not to be
construed  in  any  way  as  a  part  of  this  Lease.

11.  11  Binding  Effect,  Counterparts
---------------------------------------

This  Lease  shall  not  be binding and in effect until a counterpart hereof has
been  executed  and  delivered  by  the  parties  each  to  the  other.

11.  12  Execution
------------------

The  parties  have  executed  this Lease at the place and on the dates specified
immediately  after  their  respective  signatures.

Tenant:
LANDLORD:INGONIAR  PROPERTIES,  LLC

Signature:     /s/  Fred  S.  Griffith     Date:  10/27/98
               -----------------------     ---------------
                    FRED  S.  GRIFFITH
                   Senior  Vice  president,  Real  Estate



Tenant:        VIRTUAL  SOURCE,  INC.

Signature:
               ROBERT  C.  MCSHIRLEY
               Senior  Vice  President,  Real  Estate


<PAGE>
                                    EXHIBIT B
                               Rules & Regulations

Directory
---------

The  bulletin board or directory will be provided exclusively for the display of
the name and location of Tenant only; and Landlord reserves the right to exclude
any other names therefrom, and also to charge Tenant for each and every name, in
addition  to  the  name  of  Tenant,  placed  by  it upon such bulletin board of
directory.

Landlord, at its expense, shall provide an identification sign for the Tenant to
be  placed in the lobby of the first floor and an additional identification sign
in  the  lobby  of  the  floor  on  which the Premises are located. Tenant shall
purchase  a matching sign to be used to identify the Premises, the cost of which
is  estimated  to  be  Thirty  Dollars  ($30.00).

Locks  and  Keys
----------------

No  additional  locks shall be placed upon any doors of the Premises, and Tenant
agrees  not  to have any duplicate keys made without the consent of Landlord. If
more than two (2)keys for any door lock are desired, the additional number shall
          -------
be paid for by Tenant. Upon termination of this Lease Tenant shall surrender all
keys.

Wiring
------

When  wiring  of  any  kind  is  introduced  it must be connected as directed by
Landlord,  and  no  boring  or cutting for wires will be allowed except with the
mutual  agreement.  The  location  of  telephones,  call boxes, and other office
equipment  affixed  to  the  Premises  shall  be prescribed by mutual agreement.

Plumbing
--------

The  washbowls,  water  closets,  and  urinals shall not be used for any purpose
other  than  those  for  which  they  were  constructed.

Halls  and  Stairways
---------------------

The  entries,  passages,  stairways,  and  elevators  shall not be obstructed by
Tenant,  or  used for any other purpose than ingress or egress to and from their
respective  offices.  Tenant  shall  not  bring into or keep within building any
animal  or  vehicle.

Obstructing  Light
------------------

Tenant  shall  not  allow anything to be placed against or near the glass in the
partitions  or  in the doors between the Premises and in the halls or corridors.
The  doors  between  the Premises and the corridors of the building shall at all
times,  except  when  in  actual  use  for  ingress  or  egress, be kept closed.

Movina  Furniture
-----------------

No furniture, freight, or equipment of any kind shall be brought into or removed
from  the  building without the consent of Landlord or Landlord's agent; and all
moving of same, into or out of building, by Tenants, shall be done at such times
and in such manner as Landlord shall designate. Landlord shall have the right to
prescribe  the  weight, size, and position of all safes and other heavy property
brought  into  the building, and also the times and manner of moving the loss or
damage  to  any such safe or property from any cause; but all damage done to the
building by moving or maintaining any such safe or property shall be repaired at
the  expense  of  Tenant.

Janitor  Service
----------------

Tenant shall not employ any person or persons other than the janitor of Landlord
for  the  purpose  of  cleaning  the Premises, unless otherwise agreed. Landlord
shall  be  in  no way responsible for any loss of or damage to Property from the
Premises,  however  occurring.

Violations  By  Other  Tenant
-----------------------------

Landlord is not responsible to any Tenant for the nonobservance or violations of
the  rules  and  regulations  by  any  other  Tenant.

Rooms  Used  In  Common
-----------------------

Rooms  used  in  common  by  Tenants shall be subject to such regulations as are
posted  therein.

Landlord's  Office  And  Employees
----------------------------------

The  requirements  of  Tenant  will  be attended to only upon application at the
office  of  the building. Employees of Landlord shall not perform any work or do
anything  outside of their regular duties unless under special instructions from
the office, and no employees will admit any person (e.g. Tenant or otherwise) to
any  office  without  specific  instructions  from  the  office of the building.

Removal  Of  Persons
--------------------

Landlord  reserves  the  right  to exclude or expel from the building any person
who,  in  the  judgment  of  Landlord, is intoxicated, or under the influence of
liquor  or  drugs,  or who shall in any manner do any act in violation of any of
the  rules  and  regulations  of  the  building.

Closing  Precautions
--------------------

Tenant  shall  see  that  the  windows,  transoms, and doors of the Premises are
closed  and  securely locked before leaving the building and must observe strict
care  not  to  leave  windows  open  when  it  rains  and  Tenant shall exercise
extraordinary  care  and  caution  that all water faucets or water apparatus are
entirely  shut  off  before  Tenant or Tenant's employees leave the building and
that  all electricity, gas, or air shall likewise be carefully shut off when not
in  use.

Locking  of  Entrance  Doors
----------------------------

Landlord reserves the right to close and keep locked all entrance and exit doors
of  the  building during such hours as Landlord may deem to be advisable for the
adequate  protection  of  the  property; provided, however, that Tenant shall be
                                         --------  --------
provided  with keys to allow Tenant access twenty-four (24) hours per day, seven
(7)  days  per  week.

Entry  After  Closing
---------------------

All  Tenants, their employees, or other persons entering or leaving the building
at  any  time when it is so locked may be required to sign the building register
when  so  doing, and the watchman in charge may refuse to admit to the building,
while it is so locked, Tenant or any of Tenant's employees, or any other person,
without a pass previously arranged, or other satisfactory identification showing
his  right  or  access  to  the  building  at  such  time.  Landlord  assumes no
responsibility  and  shall not be liable for any damage resulting from any error
in  regard  to  any  such  pass  or identification, or from the admission of any
unauthorized  person  to  the  building.

Carpeting
---------

Carpeting  shall  be  protected  from  excessive wear caused by desks, chairs or
other  items  by  the  use  of  chair  mats  or  other  suitable  devices.


<PAGE>
                                  EXHIBIT "'C"
                                    Old Lease

                       THIS PAGE INTENTIONALLY LEFT BLANK

                                  OFFICE LEASE

THIS  LEASE  is  entered  into  between INGOMAR LIMITED PARTNERSHIP, hereinafter
referred  to  as  "Landlord",  and  Virtual
Source____________________________________________________hereinafter  referred
to  as  "Tenant".

                               ARTICLE 1. PREMISES

1.01  PREMISES.

Landlord  hereby  leases  to  Tenant,  and  Tenant  hereby  hires and takes from
Landlord,  for  the  term, at the rental and upon the conditions hereinafter set
forth,  those  certain  Premises,  hereinafter  referred  to  as the "Premises",
described  as  follows:

An  area  comprising  approximately  3374  square  feet  on  the third floor, as
outlined  in  red in Exhibit A attached hereto and hereby made a part hereof, of
the  Ventura  Professional Center, located at 5720 Ralston Street, Suite 310 and
Suite  312,  Ventura, California. The Premises shall also include a nonexclusive
right of ingress and egress across the land on which the building is located and
through  the  stairs  and  common  hallways  of  the building and parking areas.
Premises shall include all fixtures and equipment to be installed by Landlord as
herein  provided.

1.02  QUIET  ENJOYMENT.

The  Landlord  covenants  and  agrees  that  the  Tenant  on paying the rent and
performing  the  covenants  contained herein shall and may peaceably and quietly
hold  and  enjoy  the  Premises  for  the  term  of  the  Lease.

1.03  SUBORDINATION.

This Lease shall be subordinate and subject at all times to any mortgage or deed
of trust covering the Premises or which at any time hereafter shall be made, and
to  all  advances  made,  or  hereafter  to  be  made, upon the security hereof.

1.04  PARKING.

The  tenant  shall  have the right to unlimited parking in common with others in
the  parking area adjoining the building in which the Premises are located until
such  time  that in the discretion of Landlord such use would dictate assignment
of  space.

                                 ARTICLE 2. USE

2.01  PERMITTED  USE.

The  Premises are to be used solely for office purposes and for no other purpose
without  the  written  consent  of  Landlord.

2.02  COMPLIANCE  WITH  REGULATIONS  OF  GOVERNMENTAL  AUTHORITIES.

Tenant  agrees  that  it  will  comply  with  all laws, statutes, rules, orders,
ordinances  and/or  regulations  issued,  or  in  force  (except those requiring
structural  alteration  not  caused  by  acts  of the Tenant), applicable to the
Premises,  or  the business or profession of Tenant, of the City, County, State,
and Federal governments, and of the California Board of Fire Underwriters and of
the  Board  of  Equalization  of  the  State  of  California.

2.03  COMPLIANCE  WITH  REGULATIONS  OF  INSURERS.

Tenant  agrees  at  Tenant's  sole  cost  and expense to comply with any and all
requirements  of any insurance organization or company so that reasonable public
liability  insurance  and fire insurance can be maintained covering the building
and  appurtenances.

2.04  PROHIBITED  USE.

Tenant  will  not,  without  the written consent of the Landlord, either use any
apparatus  or  device  in  connection  with  the  Premises which will in any way
increase  the amount of electricity, water, or climate control usually furnished
or  supplied  to the Premises, device for the purpose of using electric current,
water  or  climate  control.

2.05  ASSIGNMENT  AND  SUBLETTING.

Tenant  shall  not  assign, mortgage, or hypothecate this Lease, or any interest
therein,  or  permit the use of the Premises by any person or persons other than
that  Tenant  or  sublet  the Premises, or any part thereof, without the written
consent  of  Landlord.  Consent  to  any such assignment or subletting shall not
operate  as a waiver of the necessity for a consent to any subsequent assignment
or  subletting,  and  the terms of such consent shall be binding upon any person
holding  by,  under,  or  through  Tenant.  Landlord's  consent  will  not  be
unreasonably  withheld.

Any  assignment  or subletting without such consent shall be void, and shall, at
the  option  of  Landlord, terminate this Lease. This Lease shall not, nor shall
any  interest  therein be assignable, as to the interest of Tenant, by operation
of law, without the written consent of Landlord. Landlord shall not unreasonably
withhold  his  written  consent  to  the  assignment  by  the Tenant of Tenant's
interest  in the Lease, or the subletting of the Premises or any part thereof to
another  person or company of the Premises or any part thereof to another person
or  company  of  the  same profession or business as Tenant in good professional


<PAGE>
standing, provided always that such assignment or subletting shall not overcrowd
the  Premises  or  increase the expenses of Landlord and is not in conflict with
the better interests and welfare of the building. In the event that the Premises
are  leased  to more than one Tenant, this Lease shall automatically transfer to
the  survivor  or  survivors,  in  the  event  of  death  of  one  Tenant.

2.06  SIGNS.

In  order  that signs will be harmonious the installations of all signs, whether
exterior or interior shall be~ subject to the prior approval of Landlord and any
applicable  governmental  authority.

2.07  RULES  AND  REGULATIONS.

Tenant  agrees  to  observe  faithfully, and comply strictly with, the rules and
regulations,  attached to this Lease as Exhibit B and hereby made a part hereof,
and  such  other  rules  and  regulations,  promulgated from time to time by the
Landlord  which shall be reasonable, as in the Landlord's judgment are necessary
for the safety, care, and cleanliness of the building or for the preservation of
good order therein. The Landlord shall not be liable to the Tenant for violation
of  such  rules  and  regulations  by any other tenant, its servants, employees,
agents,  visitors,  or  licensees.

                                 ARTICLE 3. TERM

3.01  TERM.

The  term  of  this  Lease  shall  be  for a period of Twelve (12) full calendar
months,  plus  the  partial month, if any, immediately following commencement of
this  Lease  as  provided  below.

3.02  DELIVERY  OF  POSSESSION.

A.  LIABILITY  OF  PARTIES.

In  the event of the inability of Landlord to deliver possession of the Premises
at  the time of the commencement of the term of this Lease, neither Landlord nor
its  agents  shall be liable for any damage caused thereby, nor shall this Lease
thereby  become  void or voidable, nor shall the term herein specified be in any
way  extended,  but  in such event Tenant shall not be liable for any rent until
such  time  as  Landlord  can  deliver  possession.

B.  OCCUPANCY.

The Premises shall be considered ready for occupancy, and the term of this Lease
shall commence, seven (7) working days after the date that Landlord has notified
Tenant  in  writing that Landlord has substantially completed all of the work to
be  done  by  Landlord  pursuant  to  6.01.

3.03  SURRENDER  OF  PREMISES.

A.  ON  TERMINATION  OF  TENANCY.

Tenant agrees to surrender the Premises at the termination of the tenancy herein
created,  in  the  same  condition  as  herein  agreed  they have been received,
reasonable  use and wear thereof and damage by the act of God or by the elements
excepted.

3.04  HOLDING  OVER

If  Tenant holds possession of the Premises after the term of this Lease, Tenant
shall,  at  the  option  of  the  Landlord,  to be exercised by Landlord's given
written  notice to Tenant and not otherwise, become a Tenant from month to month
upon the terms and conditions herein specified at a monthly rental equal to that
paid  by Tenant for the last month of the term of this Lease, payable in advance
in  lawful  money,  and  shall continue to be such Tenant until thirty (30) days
after Tenant shall have given to Landlord or Landlord shall have given to Tenant
a written notice of intention to terminate such monthly tenancy. Unless Landlord
shall  exercise  the  option  hereby  given  him.  Tenant  shall  be a tenant at
sufferance only, whether or not Landlord shall accept any rent from Tenant while
Tenant  is  so  holding  over.

3.05     QUITCLAIM.

Upon  the  expiration  or  earlier  termination  of this Lease, Tenant agrees to
deliver  a  quitclaim deed in favor of Landlord, if Landlord requests release of
its  interest  in  the  Premises.

3.06     OPERATING  EXPENSE  ADJUSTMENTS.

Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent,
Lessee's  Share,  as  hereinafter  defined, of the amount by which all Operating
Expenses, as hereinafter defined, for each Comparison Year exceeds the amount of
all Operating Expenses for the Base Year, such excess being hereinafter referred
to  as  the  "Operating  Expense  Increase",  in  accordance  with the following
provisions.

A. "Lessee's Share" is defined, for purposes of this Lease, as the percentage of
 .96  which  percentage  has  been  determined by dividing the approximate square
footage  of the Premises by the total approximate square footage of the rentable
space contained in the Office Building Project. It is understood and agreed that
the  square  footage  figures  are size of the Premises or a change in the space
available  for  lease  in  the  Office  Building  Project.

B.     "Base  Year"  is  defined  as  the  calendar year in which the Lease term
commences.


<PAGE>
C.  "Comparison  Year"  is defined as each calendar year during the term of this
Lease  subsequent  to  the  Base  Year;  provided, however, Lessee shall have no
obligation  to  pay  a share of the Operating Expense Increase applicable to the
first twelve (12) months of the Lease Term (other than such as are mandated by a
governmental  authority,  as  to  which  governmental  authority,  as  to  which
government  mandated  expenses  Lessee shall pay Lessee's Share, notwithstanding
they occur during the first twelve (12) months). Lessee's Share of the Operating
Expenses Increase for the first and last Comparison Year of the Lease Term shall
be prorated according to that portion of such Comparison Year as to which Lessee
is  responsible  for  a  share  of  such  increase.

D.     "Operating  Expenses"  is  defined, for purposes of this Lease to include
all  costs,  if  any, incurred  by  Lessor  in  the  exercise  of its reasonable
discretion.

ARTICLE  4.  RENT

4.01  MINIMUM  MONTHLY  RENT.  SEE  ADENDUM

Tenant  shall  pay  to  Landlord  as  minimum  monthly  rent, without deduction,
set-off,  prior  notice, or demand, the sum of $2,625.00 which sum is subject to
possible  adjustment  as  provided in paragraph 4.03 per month in advance on the
first  day  of  each month, commencing 10/15/97 or on the date when Tenant takes
possession of the Premises, whichever date is earlier, and continuing during the
term.
Minimum  monthly  rent for the first month or portion of it shall be paid on the
day
that  Tenant's  obligation  to  pay  minimum  monthly  rent  commences.  Minimum
monthly  rent  for  any partial month shall be prorated at the rate of 1/30th of
the
minimum  monthly  rent  per  day.

All  rent  shall be paid to Landlord at the address to which notices to Landlord
are given. Rent paid more than ten (10) days later shall be subject to a penalty
of  six  percent  (6%)  of  the  rent  due.

4.02  DEPOSITS.

As  a  guarantee  to  Landlord  of  the  faithful  performance  of the terms and
conditions  herein  contained,  provided  that  upon  fulfillment  of  all  said
conditions  the  deposit  shall  be returned to Tenant at the end of the term of
this  Lease.

4.03  PERIODIC  COST  OF  LIVING  ADJUSTMENT.

The  minimum  monthly  rent  provided  for at paragraph 4.01 shall be subject to
adjustment  at  the  commencement  of  the second year of the term and each year
thereafter  ("the  adjustment  date")  as  follows:

The  base for computing the adjustment is the Consumer Price Index of the Bureau
of  Labor  Statistics  of the U.S Department of Labor, Los Angeles - Long Beach,
All  Items  -  Series  A  (1967  =  100),  1978 Revision, Urban Wage Earners and
Clerical  Workers,  which  is  published  for  the month nearest the date of the
commencement of the term ("Beginning Index"). If the Index published nearest the
adjustment  date ("Extension Index") has increased over the Beginning Index, the
minimum  monthly rent for the following year increased over the Beginning Index,
the minimum monthly rent for the following year (until the next rent adjustment)
shall be set by multiplying the minimum monthly rent set forth in Paragraph 4.01
by a fraction, the numerator of which is the Extension Index and the denominator
of  which  is  the Beginning Index. In no case shall the minimum monthly rent be
less than the minimum monthly rent set forth in Paragraph 4.01. On adjustment of
the  minimum  monthly  rent  as  provided  in  this  Lease,  the  parties  shall
immediately  execute  an  amendment of the Lease stating the new minimum monthly
rent.

If  the  Index is changed so that the base year differs from that used as of the
date  immediately  preceding  the  month  in which the term commences, the Index
shall  be  converted  in  accordance with the conversion factor published by the
United  States  Department of Labor, Bureau of Labor Statistics. If the Index is
discontinued  or  revised  during  the  term,  such  other  government  index or
computation  with  which  it  is  replaced  shall  be  used  in  order to obtain
substantially  the  same  result  as would be obtained if the Index had not been
discontinued  or  revised.

                         ARTICLE 5. TAXES AND UTILITIES

5.01  TAXES.

Landlord  shall  pay all taxes and assessments levied upon the property of which
the  Premises represent a part of the total area. Tenant shall pay all taxes and
assessments  levied  against  any  personal  property,  trade fixtures, or other
improvements,  on  the  Premises  belonging  to  Tenant.

5.02  UTILITIES.

Landlord  agrees to furnish the Premises during reasonable hours, subject to the
regulations of the building wherein the Premises are situated, with a reasonable
amount  of  water and electricity suitable for the intended use of the Premises,
such  heat  as  may  be required for the comfortable occupation of the Premises,
janitor  service,  and  elevator  service,  which  shall  mean service either by
non-attended  automatic  elevators or elevators with attendants at the option of
the  Landlord,  provided  Tenant is not in default hereunder. Landlord, however,
shall  not  be  liable  for  failure  to  furnish any of the foregoing when such
failure  is caused by accidents or conditions beyond the control of Landlord, or
by  repairs,  labor  disturbances  or  labor disputes, of any character, whether
resulting from or caused by acts of Landlord or otherwise; nor shall Landlord be
liable  under  any  circumstances  for  loss  of  or injury to property, however
occurring,  through or in connection with or incidental to the furnishing of any
of the foregoing, nor shall any such failure relieve the Tenant from the duty to
pay  the full amount of rent herein reserved, or constitute or be construed as a
constructive  or  other  eviction of Tenant. This building is leased on a normal
business  hours  basis  defined  as 7:00 a.m. to 6:00 p.m. Hours not within this
time  frame  are  not  normal  business  hours.


<PAGE>
ARTICLE  6.  IMPROVEMENTS  AND  REPAIRS

6.01  FITTING  UP.

Prior  to  the  commencement  of the term, Landlord shall clean carpet, replaces
ceiling  tiles  as  necessary, and paint Suite 310 at its sole cost and expense.

6.02  REPAIRS.

Tenant  has  examined  and inspected and knows the condition of the Premises and
every  part  thereof  and  has  received  the  same in good order and repair and
accepts  the same in their present condition. Tenant shall take good care of the
Premises  and they shall not be altered, repaired or changed without the written
consent  of  Landlord.  Unless  otherwise  provided  by  written  agreement, all
alterations, improvements, and changes that may be required shall be done either
by  or  under  the direction of Landlord, but at the cost of Tenant and shall be
the  property  of  Landlord,  and  shall remain upon and be surrendered with the
Premises,  excepting  however  that,  at Landlord's option, Tenant shall, at his
expense,  when  surrendering  the  Premises,  remove  from  the Premises and the
building  all partitions, counters, railings, etc., installed in the Premises by
or  at the cost of Tenant. All damages or injury done to the Premises by Tenant,
or  by  any person who may be in or upon the Premises with the consent of Tenant
shall  be  paid  for  by  the  Tenant.

6.03  MECHANIC'S  LIENS.

The  Tenant  shall not suffer or permit any mechanic's or materialman's liens to
be  filed against the fee of the real property of which the Premises form a part
not against the Tenant's leasehold interest in the Premises. Landlord shall have
the  right  at  all reasonable times to post and keep posted on the Premises any
notices  which  it  deems  necessary for protection from such liens. If any such
liens are so filed, Landlord, at its election, may pay and satisfy the same and,
in  such  event,  the sums so paid-by the Landlord, with interest at the rate of
ten  percent  (10%)  per  annum  from  the date of payment shall be deemed to be
additional  rent due and payable by the Tenant at once without notice or demand.

ARTICLE  7.  DESTRUCTION  AND  CONDEMNATION

7.01  DESTRUCTION  OF  PREMISES  BY  NON-INSURED  CAUSES.

Should  the  building in which the Premises are located be substantially damaged
or  destroyed  by  any  cause which is not covered by insurance, such.as but not
limited  to  earthquake,  war,  riot,  and insurrection, Landlord may by written
notice  given  within  ninety (90) days from the happening of such event, cancel
its  Lease  without  obligation other than to refund any rent paid by Tenant but
not  used.  The  term " substantially" as used herein shall be taken to mean any
damage,  the  repair  of  which  will  cost  in excess of the sum of twenty-five
percent  (25%)  of  the  original  construction  cost  of  the  building.

7.02  DESTRUCTION  OF  PREMISES  BY  FIRE.

Should  the  building in which the Premises are located be substantially damaged
or  destroyed  by  fire  or  other  insured cause, this Lease may be canceled as
mutually  agreed  upon.

The  term  "substantially"  as used herein shall be taken to mean any damage the
repair  of  which  will  cost in excess of the sum of fifty percent (50%) of the
original  construction cost. The Landlord's notice of cancellation must be given
to  Tenant  within  ninety (90) days from the date of the fire, or other insured
cause. If no notice of cancellation is given by Landlord, the lease shall remain
in full force and effect as written, and Landlord agrees to use due diligence to
rebuild the Premises to a similar condition as existed prior to the fire. If the
Premises  are rendered wholly untenantable during the period of repair, the rent
shall  be abated until the Premises are ready for occupancy. If the Premises are
rendered  partially untenantable, the rent shall be apportioned according to the
space that is still usable by the Tenant during the course of reconstruction. If
the  Landlord should elect to cancel the Lease under this cause, it shall refund
any  unearned  rent  as  of  the  date  of  the  destruction.
See  Addendum.

7.03  CONDEMNATION.

If  the  whole  or  any  part  of the Premises shall be taken or condemned by an
competent  authority  under power of eminent domain for a public or quasi-public
use  or purpose, then, at Landlord's option to be exercised by written notice to
be  given  by  Landlord  to Tenant, the term hereby granted shall cease from the
time  when  possession of the part so taken shall be required for such public or
quasi-public  use  or purpose, and without an apportionment of the award, Tenant
hereby assigning to Landlord all right and claim to the award. The current rent,
however,  in  such  case  shall  be  apportioned.

                              ARTICLE 8. INDEMNITY

8.01  NO  LIABILITY  OF  LANDLORD.

Landlord  shall  not be liable to Tenant for an injury or damage that may result
to  any person or property by or from any cause whatsoever, and without limiting
the  generality  of  the  foregoing,  whether  caused  by  water  leakage or any
character  from  the room, walls, basement, or other portion of the Premises, or
caused  by  gas, fire, oil, electricity, or any cause whatsoever, in on or about
the  Premises  or  any  part  thereof.

8.02     INDEMNIFICATION  OF  LANDLORD.

Tenant  and  Landlord agrees to hold each other harmless from and defend against
any  and  all  claims  or  liability  for  any injury or damage to any person or
property  whatsoever,  (1)  occurring  in,  on or about the Premises or any part
thereof;  and  (2)  occurring in, on or about any facilities (including, without
prejudice  to  the  generality  of  the term "facilities," elevators, stairways,


<PAGE>
passageways,  or  hallways) the use of which Tenant may have in conjunction with
other  tenants  of  the  building, when such injury or damage shall be caused in
part  of  in  whole  by the act, negligence or fault of, or omission of any duty
with  respect  to  the  same  by  Tenant,  his  agents,  servants, or employees.

8.03     LIABILITY  INSURANCE  PROVIDED  BY  TENANT.

Liability  Insurance  in the amount of One Million Dollars ($1,000,000.00) is to
be  provided  by  Tenant.  Landlord  should  be  named as additional insured and
certificate  of  the  policy  should  be  delivered  to  the  Landlord.

                               ARTICLE 9. DEFAULT

9.01     ACTS  CONSTITUTING  A  DEFAULT.

Any  and  all of the following actions shall constitute a default of this Lease:

A.     Use  of  the  Premises  for  any purpose other than as authorized in this
Lease;  or

B.     Other  sums  owing  when  due;  or

C.     Abandonment  or  vacation  of  Tenant  from  the  Premises;  or

D.  Assignment  of  the  Premises by Tenant, either voluntary or by operation of
law,  whether  by  judgment,  executions, death, or any other means, without the
consent  of  Landlord;  or

E.  The  filing  by  Tenant  or  any  other person of a voluntary or involuntary
petition  in bankruptcy or an arrangement by or against Tenant; the adjudication
of Tenant as a bankrupt or insolvent; the appointment of a receiver appointed at
the  instance  or  request  of  Landlord; the general or any other assignment by
Tenant  for  the  benefit  of  this  creditors;  or

F.     A  default  in  the  performance  of  any  of  the  terms, covenants, and
conditions
herein  contained;  or

G.     The  inability  of  Tenant  to  perform  any  of the terms, covenants, or
conditions
herein  by  him  to  be  kept  or  performed.  See  Addendum

9.02     REMEDIES  UPON  DEFAULT.

In the event of a default of this Lease, and in addition to all other rights and
remedies  Landlord  may have at law, Landlord shall have the option to do any or
all  of  the  following:

A.  REENTRY.

Immediately  reenter  and  remove  all  persons  and property from the Premises,
storing  said  personal  property in a public warehouse or elsewhere at the cost
of,  and  for  the  account  of, the Tenant. In such instance, the Lease will be
terminated,  and  Landlord  will  be  entitled  otherwise to recover all damages
allowable  under  the  law  or  this  Lease.

B.  COLLECTION  OF  RENT.

As it becomes due hereunder, or to enforce, by suit or otherwise, any other term
or  provision hereof on the part Tenant required to be kept or perform, it being
specifically  agreed  that  all  unpaid  sums shall bear interest at the highest
legal  rate  from  the  due  date  thereof  until  paid.

C.  TERMINATION  OF  LEASE.

Terminate  this  Lease,  in  which  even  Tenant agrees to immediately surrender
possession  of  the  Premises,  and to pay to Landlord, in addition to any other
remedy  Landlord  may  have,  all  damages  Landlord  may incur by reason of his
default,  including  the  cost  of  recovering  the  Premises.

D.  MEASURE  OF  DAMAGES.

The  damages  Landlord may recover include the worth at the time of award of the
amount  by  which  the unpaid rent for the balance of the term after the time of
award  exceeds  the  amount of such rental loss from the same period that Tenant
proves  could  be  reasonably  avoided.

9.05  WAIVER  OF  BREACH.

Landlord's failure to take advantage of any default or breach of covenant on the
part  of Tenant shall not be, or be construed as a waiver thereof, nor shall any
custom  or  practice  which  may  grow  up  between the parties in the course of
administrating  this  instrument be construed to waive or to lessen the right of
Landlord  to  insist  upon  the  performance by Tenant of any term, covenant, or
condition  hereof,  or  to  exercise any rights given him on account of any such
default.  A waiver of a particular breach, or default, shall not be deemed to be
a  waiver  of the same or any other subsequent breach or default. The acceptance
of  rent  hereunder  shall  not be, or be construed to be, a waiver of any term,
covenant,  or  condition  of  this  Lease.

9.06  DEMAND  FOR  RENT.

In  the  event  that  Tenant  shall  be  in  default in the payment of any rents
provided  for  in this Lease, Tenant waives the making by Landlord of any demand
for  rent  prior  to  the  commencement  of any action in ejectment or to obtain
possession  of  the  Premises.


<PAGE>
9.07  CUMULATIVE  REMEDIES.

The  foregoing  remedies  of  Landlord  shall  not  be  exclusive,  but shall be
cumulative  and  in  addition to all remedies now or hereafter allowed by law or
elsewhere  provided.

9.08  LANDLORD  CURING  DEFAULT.

Upon  five  (5)  days  prior written notice to the Tenant by the Landlord, it is
agreed  that  the  Landlord may cure any default by the Tenant hereunder and, if
necessary,  may  enter upon the Premises for such purpose, and in such event the
cost  thereof to Landlord shall be deemed additional rent payable by the Tenant,
which  shall  become  immediately due and payable. Furthermore, Landlord has the
right  to  act  immediately  if  Landlord  believes  it  necessary.

                       ARTICLE 10. INSPECTION AND NOTICES

10.  1  INSPECTION.

Tenant  will  permit  Landlord  with  reasonable  notice  provided  it is not an
emergency  and  its agents to enter into and upon the Premises at all reasonable
times  for  the purpose of inspecting the same, or for the purpose of protecting
owners reversions, or to make alterations or additions to the Premises or to any
other  portion  of  the  building  in  which  the  Premises are situated, or for
maintaining  any  service  provided  by  Landlord to Tenant hereunder, including
window  cleaning  and  janitor service, without any rebate of rent to Tenant for
any  loss of occupancy or quiet enjoyment of the Premises, or damage, injury, or
inconvenience  thereby  occasioned,  and will permit Landlord at any time within
thirty  (30)  days  prior  to  the  expiration  of  this Lease to bring upon the
Premises  for  purposed  of  inspection  of display, prospective tenants hereof.

10.2  NOTICES.

Any notice, demand or communication under, or in connection with, this lease may
be  served  upon  Landlord  by  personal  service,  or  by  mailing  the same by
registered mail, and/or certified mail in the United States Post Office, postage
prepaid,  and  return  receipt  requested,  and  directed  to  Landlord  at:

CDE  Property  Management
(dba  Ventura  Professional  Center)
302  N.  Lantana  Street,  Suite  41
Camarillo,  CA  93010,  -  -  and  may  likewise be served on Tenant by personal
service  or  by  so  mailing  the  same  addressed  to  Tenant  at:
5720  Ralston  Suite  312
-------------------------
Ventura  Ca.  93003
-------------------

or  the Premises. Either Landlord or Tenant may change such address by notifying
the  other  party  in  writing  as to such new address as Tenant or Landlord may
desire  used  and  which  address  shall  continue  as the address until further
written  notice.

                         ARTICLE 11. GENERAL PROVISIONS

11.01  COVENANTS.

It is mutually agreed that the letting hereunder is made upon and subject to the
terms,  covenants,  and  conditions of this Lease and that Tenant covenants as a
material  part of the consideration for this Lease, to keep and perform each and
all  of  said  terms, covenants, and conditions by him be kept or performed, and
that  this  Lease  is  made  upon  the  condition  of  such  performance.

11.02  PROVISIONS  DEEMED  COVENANTS  AND  CONDITIONS.

The  parties  hereto agree that all the provisions hereof are to be construed as
covenants  and  conditions  as  through  the  words importing such covenants and
conditions  were  used  in  each  instance and that all of the provisions hereof
shall  bind and inure to the benefits of the parties hereto and their respective
heirs,  legal  representatives,  successors,  and  assigns.

11.03  TIME  OF  ESSENCE.

Time  is  of  the  essence  in  the performance of each provision of this Lease.

11.04  CUMULATIVE  REMEDIES.

The specified remedies to which Landlord or Tenant may resort under the terms of
this Lease are cumulative and not intended to be exclusive of any other remedies
afforded  by  Law.  The  waiver  of  the  performance  or any covenant, term, or
condition of this Lease by Landlord or Tenant shall not be construed as a waiver
of  any  subsequent  breach  of  the  same  covenant,  term,  or  condition.

11.05  ATTORNEY'S  FEES.

Should  either  part  hereto institute any legal action to enforce any provision
hereof,  the  prevailing  party in such action shall be entitled to receive from
the  losing  party  such  amount  as  the  court  may  adjudge  to be reasonable
attorney's  fees.

11.06  INTEREST  ON  MONEY  DUE.

Any  sum accruing to Landlord or Tenant under the provisions of this Lease which
shall not be paid when due shall be interest at the rate of 18% per annum, or at
the  maximum  rate  permitted  by  law, from the date the original same was due.


<PAGE>
11.07  INVALIDITY.

If  any term, covenant, condition, or provision of this Lease is held by a court
of  competent jurisdiction to be invalid, void, or enforceable, the remainder of
the  provisions hereof shall remain in full force and effect and shall in no way
be  affected,  impaired,  or  invalidated  thereby.

11.08  AGENCY.

Nothing  contained  in  this  Lease  shall be deemed or construed by the parties
hereto  or  by an third person or create the relationship of principal and agent
or  of  partnership  or  of joint venture or of any other association other than
Landlord  and  Tenant.

11.09  EXTENSIONS.

All  references  to  the term of this Lease shall include any extensions of such
term.

11.10  CAPTIONS.

The  captions of articles of this Lease are for reference only and are not to be
construed  in  any  way  as  a  part  of  this  Lease.

11.11  BINDING  EFFECT;  COUNTERPARTS.

This  Lease  shall  not  be binding and in effect until a counterpart hereof has
been  executed  and  delivered  by  the  parties  each  to  the  other.

11.12  EXECUTION.

The  parties  have  executed  this Lease at the place and on the dates specified
immediately  above  their  respective  signatures.

TENANT:

BY:     /s/  Robert  C.  McShirley
        ROBERT  C.  MCSHIRLEY

LANDLORD

BY:     /s/  Fred  S.  Griffith
        FRED  S.  GRIFFITH


<PAGE>
                                   EXHIBIT "B"

                               RULES & REGULATIONS
                               -------------------

                                    DIRECTORY
                                    ---------

The  bulletin board or directory will be provided exclusively for the display of
the name and location of Tenant only; and Landlord reserves the right to exclude
any other names therefrom, and also to charge Tenant for each and every name, in
addition  to  the  name  of  Tenant,  placed  by  it upon such bulletin board of
directory.

Landlord, at its expense, shall provide an identification sign for the Tenant to
be  placed in the lobby of the first floor and an additional identification sign
in  the  lobby  of  the  floor  on  which the Premises are located. Tenant shall
purchase  a matching sign to be used to identify the Premises, the cost of which
is  estimated  to  be  $30.00
                        -----

                                 LOCKS AND KEYS
                                 --------------

No  additional  locks shall be placed upon any doors of the Premises, and Tenant
agrees  not  to have any duplicate keys made without the consent of Landlord. If
more  than  2keys  for any door lock are desired, the additional number shall be
            -
paid  for  by  Tenant. Upon termination of this Lease Tenant shall surrender all
keys.

                                     WIRING
                                     ------

When  wiring  of  any  kind  is  introduced  it must be connected as directed by
Landlord,  and  no  boring  or cutting for wires will be allowed except with the
mutual  agreement.  The  location  of  telephones,  call boxes, and other office
equipment  affixed  to  the  Premises  shall  be prescribed by mutual agreement.

                                    PLUMBING
                                    --------

The  washbowls,  water  closets,  and  urinals shall not be used for any purpose
other  than  those  for  which  they  were  constructed.

                               HALLS AND STAIRWAYS
                               -------------------

The  entries,  passages,  stairways,  and  elevators  shall not be obstructed by
Tenant,  or  used for any other purpose than ingress or egress to and from their
respective  offices.  Tenant  shall  not  bring into or keep within building any
animal  or  vehicle.

                                OBSTRUCTING LIGHT
                                -----------------

Tenant  shall  not  allow anything to be placed against or near the glass in the
partitions  or  in the doors between the Premises and in the halls or corridors.
The  doors  between  the Premises and the corridors of the building shall at all
times,  except  when  in  actual  use  for  ingress  or  egress, be kept closed.

                                MOVING FURNITURE
                                ----------------

No furniture, freight, or equipment of any kind shall be brought into or removed
from  the  building without the consent of Landlord or Landlord's agent; and all
moving of same, into or out of building, by Tenants, shall be done at such times
and in such manner as Landlord shall designate. Landlord shall have the right to
prescribe  the  weight, size, and position of all safes and other heavy property
brought  into  the building, and also the times and manner of moving the loss or
damage  to  any such safe or property from any cause; but all damage done to the
building by moving or maintaining any such safe or property shall be repaired at
the  expense  of  Tenant.

                                 JANITOR SERVICE
                                 ---------------

Tenant shall not employ any person or persons other than the janitor of Landlord
for  the  purpose  of  cleaning  the Premises, unless otherwise agreed. Landlord
shall  be  in  no way responsible for any loss of or damage to Property from the
Premises,  however  occurring.

                           VIOLATIONS BY OTHER TENANT
                           --------------------------

Landlord is not responsible to any Tenant for the nonobservance or violations of
the  rules  and  regulations  by  any  other  Tenant.

                              ROOMS USED IN COMMON
                              --------------------

Rooms  used  in  common  by  Tenants shall be subject to such regulations as are
posted  therein.

                         LANDLORD'S OFFICE AND EMPLOYEES
                         -------------------------------

The  requirements  of  Tenant  will  be attended to only upon application at the
office  of  the building. Employees of Landlord shall not perform any work or do
anything  outside  of heir regular duties unless under special instructions from
the office, and no employees will admit any person (e.g. Tenant or otherwise) to
any  office  without  specific  instructions  from  the  office  of the building


REMOVAL  OF  PERSONS
--------------------

Landlord  reserves  the  right  to exclude or expel from the building any person
who,  in  the  judgment  of  Landlord, is intoxicated, or under the influence of
liquor  or  drugs,  or who shall in any manner do any act in violation of any of
the  rules  and  regulations  of  the  building.


<PAGE>
CLOSING  PRECAUTIONS
--------------------

Tenant  shall  see  that  the  windows,  transoms, and doors of the Premises are
closed  and  securely locked before leaving the building and must observe strict
care  not  to  leave  windows  open  when  it  rains  and  Tenant shall exercise
extraordinary  care  and  caution  that all water faucets or water apparatus are
entirely  shut  off  before  Tenant or Tenant's employees leave the building and
that all electricity, gas, or air shall likewise be carefully shut off, so as to
prevent  waste  or  damage and for any default or carelessness Tenant shall make
good  all  injuries  sustained  by other Tenants or occupants of the building or
Landlord.

LOCKING  OF  ENTRANCE  DOORS
----------------------------

Landlord reserves the right to close and keep locked all entrance and exit doors
of  the  building during such hours as Landlord may deem to be advisable for the
adequate  protection  of  the  property.

ENTRY  AFTER  CLOSING
---------------------

All  Tenants, their employees, or other persons entering or leaving the building
at  any  time when it is so locked may be required to sign the building register
when  so  doing, and the watchman in charge may refuse to admit to the building,
while it is so locked, Tenant or any of Tenant's employees, or any other person,
without a pass previously arranged, or other satisfactory identification showing
his  right  or  access  to  the  building  at  such  time.  Landlord  assumes no
responsibility  and  shall not be liable for any damage resulting from any error
in  regard  to  any  such  pass or identification, or from -the admission of any
unauthorized  person  to  the  building.

CARPETING
---------

Carpeting  shall  be  protected  from  excessive wear caused by desks, chairs or
other  items  by  the  use  of  chair  mats  or  other  suitable  devices.

                   Addendum to Lease dated September 15, 1997
     By and between Ingomar Limited Partnership (Landlord) and Virtual Source
                                    (Tenant).

4.01  MINIMUM  MONTHLY  RENT:  MODIFICATION.

     Tenant  shall  pay  to  Landlord  upon  execution  of  lease  the amount of
$31,500.00  which is prepaid rent for the lease term of 9/23/97 through 9/22/98.

7.02  DESTRUCTION  OF  PREMISES  BY  FIRE:  MODIFICATION.

Should  the  building in which the Premises are located is substantially damaged
or  destroyed  by  fire or other insurance cause and lease is canceled on tenant
can  only  occupy  half the space the tenants advance rent shall be prorated and
return  to  the  tenant.

9.01  ACTS  CONSTITUTING  A  DEFAULT:  MODIFICATION.

Landlord shall provide a written 15 business day advance notice to tenant before
any  circumstance  or  event  can  become  a  default  as  defined.

12.  OPTION  TO  EXTEND:

Tenant  shall  have  option  to  extend lease for additional one year under same
terms and conditions except advance rent shall be $32,500.00 Tenant shall notify
Landlord  in  writing  at  least  90  days  before  lease  ends.


_____________________________________      _____________________________________
Landlord                                   Tenant


<PAGE>