Exhibit 10.17


                            FIRST AMENDMENT TO LEASE

     THIS  FIRST  AMENDMENT  TO  LEASE ("Amendment"), dated February 1, 2000 for
reference  purposes,  is  made and entered into by and between L.A.T. INVESTMENT
CORPORATION,  a  California  corporation ("Landlord"), and CUMETRIX DATA SYSTEMS
INC.,  a  California  corporation  and  ONLINE TRANSACTION TECHNOLOGIES, INC., a
California  corporation,  ("Tenant").

                                    RECITALS

     The Amendment is made with reference to the following facts and objectives:

     A.     Landlord  and Tenant entered into a written lease dated February 18,
2000  (the  "Lease")  in  which Landlord leased to Tenant and Tenant leased from
Landlord  certain  premises  located at 5777 West Century Boulevard, Suite 1400,
Los  Angeles,  California  90045  (the  "Premises").

     B.     Tenant  desires  to expand the Premises, and Landlord agrees to such
expansion  on  and  subject to the terms, covenants set forth in this Amendment.

                                    AGREEMENT

     NOW,  THEREFORE, in consideration of the mutual covenants set forth herein,
Landlord  and  Tenant  do  hereby  amend  the  Lease  as  follows:

     1.     Premises.
            --------

     The Premises shall be expanded into suite 1405 as shown hatched in black on
the  Exhibit  "A" attached hereto.  Effective April 1, 2000 The Rentable Area of
the  Premises  shall  be  10,166  rentable  square  feet  (which number shall be
conclusive  for  all purposes under the Lease).  Tenant's share of the Operating
Expenses  shall  be  2.15%.

     2.     Rents.
            -----

     The  Monthly  Rent  for the Premises shall be $12,357.50 effective April 1,
                                                   ----------
2000 and shall be increased annually as stipulated in section 2(i) of the Lease.

     3.     Security  Deposits.
            ------------------

     Upon  execution  of  this Amendment, Tenant shall pay $6,395.90 to Landlord
for increase in Security Deposit.  The new Security Deposit shall be $12,914.55.
                                                                     ----------

     4.     Tenant  Improvements.
            --------------------

     Landlord,  at Landlord's sole expense, shall provide the improvements shown
on  Exhibit  "B"  attached  hereto.  All  improvements  shall  be based upon the
Building  Standard  Improvements specifications and shall match the improvements
in  suite  1400.


<PAGE>
First  Amendment  to  Lease
Cumetrix  Data  Systems
February  1,  2000
Page  2

          RATIFICATION.
          ------------

          Except  as  modified expressly or by necessary implication hereby, all
of  the  terms  and  conditions  of the Lease shall remain unchanged and in full
force  and  effect.  To  the  extent  the  provisions  of  this  Amendment  are
inconsistent  with the provisions of the Lease, the provisions of this Amendment
shall  control  and  supersede  such  inconsistent  provisions  in  the  Lease.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
set  forth  below.

"TENANT"

Cumetrix Data Systems,          Online Transaction Technologies
a California corporation        a California Corporation



By:                             By:   //s//
   ---------------------------     ----------------------------

Its:                            Its:   CEO
    --------------------------      ---------------------------

Date Signed:                    Date Signed:   3/30/00
            ------------------              -------------------


"LANDLORD"

L.A.T. INVESTMENT CORPORATION,
a California corporation


By:                  /s/
   ---------------------------
  Sherry B. Kia

Its:   Vice President
    --------------------------

Date Signed:   4/3/00
             -----------------


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                                   EXHIBIT "A"
                               PREMISES FLOOR PLAN


<PAGE>
                                   EXHIBIT "B"

                           TO FIRST AMENDMENT TO LEASE
             CUMETRIX DATA SYSTEMS / ONLINE TRANSACTION TECHNOLOGIES
                                   SUITE 1400

Landlord  shall  provide  the  following  Building  Standard  Improvements:

               1.   Remove  walls  and  doors  as  shown;

               2.   Construct  new  walls  and  doors  as  shown;

               3.   Install  new  carpet  to  match  suite  1400;

               4.   Paint  all  walls  to  match  suite  1400;

               5.   Change  lighting  in  offices.


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