EXHIBIT 10.17

                               MEMORANDUM OF LEASE

         FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, as
of November 8, 1999,  the Lessor named below  hereby  leases to the Lessee named
below the right to use and occupy the Premises described below.

             o    Lessor.  The name of the Lessor  is:  Diane  Hedrick  Bovee as
                  Trustee of the Bovee/Hedrick Family Trust dated 5/2/90.

             o    Lessee.  The name of the Lessee is  TravelnStore.Com,  Inc., a
                  California corporation.

             o    Premises.  The property  (the  "Premises")  that is subject to
                  this Lease is located at 1100 Paseo Camarillo,  in the City of
                  Camarillo,   County  of  Ventura,  State  of  California.  The
                  Premises   consist  of  a  freestanding   office  building  of
                  approximately 5,100 square feet.

             o    Term. The Lease commenced on November 1, 1999, and will expire
                  no later than November 30, 2004.

             o    Rent.  Lessee  shall pay rent in the amount of  $5,355.00  per
                  month  for  the  Premises.  The  rent  shall  be  adjusted  in
                  accordance  with the  provisions of the Rent  Adjustment(s)  -
                  Standard  Lease  Addendum  (AIREA Form  RA-2-3/97E)  described
                  below.

             o    Lease  Agreement.   Concurrent  with  the  execution  of  this
                  Memorandum  of Lease,  the Lessor and the Lessee are  entering
                  into a Standard  Industrial/Commercial  Single-Tenant  Lease B
                  Net (AIREA Form  STN-6-2/97E)  (the "Lease  Agreement")  which
                  sets forth the terms and  conditions  upon which the Lessee is
                  entitled  to occupy  the  Premises,  and the Lease  granted to
                  Lessee hereunder is subject to all of the terms and conditions
                  of  that  Lease   Agreement,   the  provisions  of  which  are
                  incorporated herein by reference.

             o    Additional  Provisions.   The  Lease  Agreement  includes  the
                  following  additional  provisions.  Copies of these additional
                  provisions are attached as Exhibits to this Memorandum.

         1.1  Rent   Adjustment(s)   -  Standard  Lease  Addendum   (AIREA  Form
RA-2-3/97E).  Under this  Addendum,  the rent payable for the Premises  shall be
adjusted on the 13th month and each  successive  anniversary  thereafter  on the
base of the change in the Consumer Price Index of the Bureau of labor Statistics
the U.S.  Department of Labor for CPI (Urban Wage Earners and Clerical  Workers)
for Los Angeles, Anaheim, Riverside, All Items (1982-1984 = 100).

         1.2  Option(s)  to  Extend  -  Standard  Lease  Addendum   (AIREA  Form
OE-2-3/97E).  Under this Addendum, Lessee has two (2) options to extend the term
of the Lease for an additional period of sixty (60) months.  The rent payable on
the  commencement  of any such extended term shall be the Market Rental Value of
the Premises as of the start of the extended term.



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         1.3 Right of First Refusal to Purchase - Standard Lease Addendum (AIREA
Form  FR-2-3/97).  Under this  Addendum,  Lessee has the right to  purchase  the
Premises in the event that Lessor proposes to sell the Premises to a third party
during the term of the Lease.  On exercise of this right,  Lessee shall purchase
the Premises at the price and on the terms and  conditions  offered by the third
party.

         1.4 Rules and Regulations for Standard Office Lease - (AIREA Form 1984)

         IN WITNESS WHEREOF,  Lessor and Lessee have executed this Memorandum of
Lease as of November 8, 1999.


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LESSOR:                                        LESSEE:

Bovee/Hedrick Family Trust                     TravelnStore.Com, Inc.
Dated May 2, 1990


By: ________________________________           By: _____________________________
    Diane Hedrick Bovee, Trustee                   James Tyner, Chief Executive
                                                   Officer

                                  Exhibit A: 1

<PAGE>


                               RENT ADJUSTMENT(S)
                             STANDARD LEASE ADDENDUM

         Dated:                             November 8, 1999

         By and Between (Lessor):           Bovee/Hedrick Family Trust,
                                            dated May 2, 1990

         (Lessee):                          TravelnStore.com, Inc. (a California
                                            corporation)

         Address of Premises:               1100 Paseo Camarillo, Camarillo,
                                            California 93010


Paragraph 50

A.       RENT ADJUSTMENTS:

         The monthly rent for each month of the adjustment  period(s)  specified
below shall be increased using the method(s) indicated below:

(Check Method(s) to be Used and Fill in Appropriately)

(V)      I.       Cost of Living Adjustment(s) (COLA)

                  a. On (Fill in COLA Dates): On the 13th month of the lease and
each successive anniversary  thereafter,  including any extensions per paragraph
51 herein the Base Rent shall be adjusted by the change,  if any,  from the Base
Month  specified  below,  in the  Consumer  Price  Index of the  Bureau of Labor
Statistics the U.S.  Department of Labor for (select one): (V) CPI W (Urban Wage
Earners and  Clerical  Workers) or G CPI U (All Urban  Consumers),  for (Fill in
Urban Area): Los Angeles, Anaheim, Riverside. All Items (1982-1984= 100), herein
referred to as ACPI".

                  b. The  monthly  rent  payable in  accordance  with  paragraph
A.1.a., of this Addendum shall be calculated as follows: the Base Rent set forth
in paragraph  1.5 of the attached  Lease,  shall be multiplied by a fraction the
numerator  of which shall be the CPI of the  calendar  month two months prior to
the month(s)  specified in paragraph A.1.a. above during which the adjustment is
to take effect,  and the  denominator  of which shall be the CPI of the calendar
month which is two months prior to (select one): (V) the first month of the term
of this Lease as set forth in paragraph  1.3 ("Base  Month") or G (Fill in Other
"Base Month"): ________________________.  The sum so calculated shall constitute
the new monthly rent hereunder, but in no event, shall any such new monthly rent
be less than the rent  payable  for the  month  immediately  preceding  the rent
adjustment.  In no event shall the minimum annual adjustment be less than 2 1/2%
of the previous  year's  rental  amount nor greater  than 7% of previous  year's
annual rental amount, including during any extensions of the lease per paragraph
51 of the Addendum.

                  c. In the event the compilation  and/or publication of the CPI
shall be transferred to any other governmental department or bureau or agency or
shall be  discontinued,  then the index most nearly the same as the CPI shall be
used to make such  calculation.  In the event that the Parties  cannot  agree or
such alternative  index,  then the matter shall be submitted for decision to the
American  Arbitration  Association  in  accordance  with the then  rules of said
Association  and the  decision  of the  arbitrators  shall be  binding  upon the
parties. The cost of said Arbitration shall be paid equally by the Parties.

                                  Exhibit B: 2

<PAGE>


(V)      II.      Market Rental Value Adjustment(s) (MRV)

                  a. On (Fill  in MRV  Adjustment  Date(s):  61st  month  (first
option period) and 121st month (second option period) (See option to extend #51)
the Base Rent shall be adjusted to the "Market  Rental Value" of the property as
follows:

                  1) Four months prior to each Market  Rental  Value  Adjustment
date described  above,  the Parties shall attempt to agree upon what the new MRV
will be on the  adjustment  date. If agreement  cannot be reached  within thirty
days, then:

                           (a)  Lessor and Lessee  shall  immediately  appoint a
mutually  acceptable  appraiser or broker to establish the new MRV with the next
thirty days. Any associated costs will be split equally between the Parties, or

                           (b) Both  Lessor  and Lessee  shall each  immediately
make a reasonable  determination  of the MRV and submit such  determination,  in
writing, to arbitration in accordance with the following provisions:

                                    (i) Within fifteen days  thereafter,  Lessor
and Lessee shall each select an G appraiser or (V) broker  ("Consultant" - check
one) or there choice to act as an arbitrator.  The two  arbitrators so appointed
shall  immediately  select a third  mutually  acceptable  Consultant to act as a
third arbitrator.

                                    (ii)  The  Three  arbitrators  shall  within
thirty days of the  appointment of the third  arbitrator  reach a decision as to
what the actual  MRV for the  Premises  is, and  whether  Lessor's  or  Lessee's
submitted  MRV is  the  closest  thereto.  The  decision  of a  majority  of the
arbitrators  shall  be  binding  on the  Parties.  The  submitted  MRV  which is
determined  to be the closest to the actual MRV shall  thereafter be used by the
Parties.

                                    (iii)  If  either  of the  Parties  fails to
appoint an arbitrator  within the specified  fifteen days, the arbitrator timely
appointed  by one of them  shall  reach a decision  on his or her own,  and said
decision shall be binding on the Parties.

                                    (iv)  The  entire  cost of such  arbitration
shall be paid by the party whose submitted MRV is not selected, ie. the one that
is NOT the closest to the actual MRV.

                  2)  Notwithstanding  the  foregoing,  the new MRV shall not be
less  than  the  rent  payable  for the  month  immediately  preceding  the rent
adjustment.

         b.       Upon the establishment of each New Market Value:

                  1) the new MRV will become the new "Base Rent" for the purpose
of calculating  any further  Adjustments,  and

                  2) the first  month of each  Market  Rental  Value  term shall
become  the new  "Base  Month"  for  the  purpose  of  calculating  any  further
Adjustments.

B.       NOTICE:

         Unless  specified  otherwise  herein,  notice of any such  adjustments,
other than Fixed Rental Adjustments,  shall be made as specified in paragraph 23
of the Lease.

                                  Exhibit B: 3

<PAGE>


C.       BROKER=S FEE:

         The Brokers  specified in paragraph  1.10 shall be paid a Brokerage Fee
for each adjustment above in accordance with paragraph 15 of the Lease.

                                  Exhibit B: 4

<PAGE>


                               OPTION(S) TO EXTEND
                             STANDARD LEASE ADDENDUM

         Dated:                             November 8, 1999

         By and Between (Lessor):           Bovee/Hedrick Family Trust,
                                            dated May 2, 1990

         (Lessee):                          TravelnStore.com, Inc. (a California
                                            corporation)

         Address of Premises:               1100 Paseo Camarillo, Camarillo,
                                            California 93010


Paragraph 51

A.       OPTION(S) TO EXTEND:

Lessor  hereby  grants to Lessee the option to extend the term of this Lease for
two (2) additional  sixty (60) month  period(s)  commencing  when the prior term
expires upon each and all of the following terms and conditions.

         (i) In order to exercise an option to extend,  Lessee must give written
notice of such  election to Lessor and Lessee  must  receive the same at lease 6
but not more  than 9  months  prior to the date  that the  option  period  would
commence,  time being of the essence.  If proper notification of the exercise of
an option is not given and/or received,  such option shall automatically expire.
Options (if there are more than one) may only be exercised consecutively.

         (ii) The  provisions  of  paragraph  39,  including  those  relating to
Lessee's Default set forth in paragraph 34 of this Lease, are conditions of this
Option.

         (iii)  Except for the  provisions  of this Lease  granting an option or
options to extend the term, all of the terms and conditions of this Lease except
where specifically modified by this option shall apply.

         (iv) This  Option is  personal to the  original  Lessee,  and cannot be
assigned or exercised by anyone other than said  original  Lessee and only while
the  original  Lessee is in full  possession  of the  Premises  and  without the
intention of thereafter assigning or subletting.

         (v) The  monthly  rent for each  month of the  option  period  shall be
calculated as follows,  using the method(s) indicated below: (Check Method(s) to
be Used and Fill in Appropriately)

(V)      I.       Cost of Living Adjustment(s) (COLA)

         a. On (Fill in COLA Dates):  (Refer to  paragraph  50 of Addendum)  the
Base Rent shall be adjusted by the change, if any, from the Base Month specified
below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S.
Department  of Labor for (select  one) G CPI W (Urban Wage  Earners and Clerical
Workers) or G CPI U (All Urban Consumers), for (Fill in Urban Area):

All Items (1982-1984 = 100), herein referred to as ACPI".

         b. The monthly rent payable in accordance with paragraph A.1.a. if this
Addendum  shall be calculated  as follows:  the Base Rent set forth in paragraph
1.5 of the attached  Lease,  shall me  multiplied by a

                                  Exhibit B: 5

<PAGE>


fraction  the  numerator  of which  shall be the CPI of the  calendar  month two
months prior to the month(s)  specified in paragraph  A.1.a.  above during which
the adjustment is to take effect,  and the denominator of which shall be the CPI
of the  calendar  month which is two months  prior to (select  one): G the first
month of the term of this Lease as set forth in paragraph 1.3 ("Base  Month") or
G (Fill in Other "Base Month"): . The sum so calculated shall constitute the new
monthly rent hereunder but in no event,  shall any such new monthly rent be less
than the rent payable for the month immediately preceding the rent adjustment.

         c. In the event the compilation  and/or publication of the CPI shall be
transferred to any other governmental department of bureau or agency of shall be
discontinued,  then the index  most  nearly the same as the CPI shall be used to
make  such  calculation.  In the event  that the  Parties  cannot  agree on such
alternative  index,  then the matter  shall be  submitted  for  decision  to the
American  Association in accordance with the then rules of said  Association and
the decision of the arbitrators  shall be binding upon the parties.  The cost of
said Arbitration shall be paid equally by the Parties.

(V)      II.      Market Rental Value Adjustment(s) (MRV)

         a. On  (Fill  in MRV  Adjustment  Date(s))  61st  month  (first  option
period),  and 121st month (second option period) the Base Rent shall be adjusted
to the "Market Rental Value" of the property as follows:

                  1) Four months prior to each Market  Rental  Value  Adjustment
Date described  above,  the Parties shall attempt to agree upon what the new MRV
will be on the adjustment  date. If agreement  cannot be reached,  within thirty
days, then:

                           (a)  Lessor and Lessee  shall  immediately  appoint a
mutually acceptable appraiser or broker to establish the new MRV within the nest
thirty days. Any associated costs will be split equally between the Parties, or

                           (b) Both  Lessor  and Lessee  shall each  immediately
make a reasonable  determination  of the MRV and submit such  determination,  in
writing, to arbitration in accordance with the following provisions:

                           (i) Within fifteen days thereafter, Lessor and Lessee
shall each select an G appraiser or G broker  ("Consultant"  - check one) of the
choice  to  act  as an  arbitrator.  The  two  arbitrators  so  appointed  shall
immediately  select a third  mutually  acceptable  Consultant  to act as a third
arbitrator.

                           (ii) The three  arbitrators  shall within thirty days
of the  appointment  of the third  arbitrator  reach a  decision  as to what the
actual MRV for the Premises is, and whether  Lessor's or Lessee's  submitted MRV
is the closest thereto.  The decision of a majority of the arbitrators  shall be
binding on the Parties.  The submitted MRV which is determined to be the closest
to the actual MRV shall thereafter be used by the Parties.

                                  Exhibit B: 6

<PAGE>


                           (iii) If either of the  Parties  fails to  appoint an
arbitrator within specified fifteen days, the arbitrator timely appointed by one
or them shall reach a decision  on his or her own,  and said  decision  shall be
binding on the Parties.

                           (iv) The  entire  cost of such  arbitration  shall be
paid by the party whose  submitted MRV is not selected,  ie. the one that is NOT
the closest to the actual MRV.

                  2)  Notwithstanding  the  foregoing,  the new MRV shall not be
less than the rent for the month immediately preceding the rent adjustment.

         b.       Upon the establishment of each New Market Rental Value:

                  1) the new MRV will become the new "Base Rent" for the purpose
of calculating any further Adjustments, and

                  2) the first  month of each  Market  Rental  Value  term shall
become  the new  "Base  Month"  for  the  purpose  of  calculating  any  further
Adjustments. (See iv below).

G        III.     Fixed Rental Adjustment(s) (FRA)

The Base Rent shall be increased to the following amounts on the dates set forth
below:

On (Fill in FRA Adjustment Date(s)):                 The New Base Rent shall be:


_______________________________                                 $


_______________________________                                 $


_______________________________                                 $


_______________________________                                 $


         IV.      Cost of living adjustments

         In no event  shall  annual  adjustment  in rent be less  than  2.5% nor
greater than 7% of the previous year's rental amount.

B.       NOTICE:

         Unless specified  otherwise herein,  notice of any rental  adjustments,
other than Fixed Rental Adjustments,  shall be made as specified in paragraph 23
of the Lease.

C.       BROKER'S FEE:

         The Brokers  specified in paragraph  1.10 shall be paid a Brokerage Fee
for each  adjustment  specified  above in  accordance  with  paragraph 15 of the
Lease.

                                       7

<PAGE>


                       RIGHT OF FIRST REFUSAL TO PURCHASE
                             STANDARD LEASE ADDENDUM

         Dated:                             November 8, 1999

         By and Between (Lessor):           Bovee/Hedrick Family Trust,
                                            dated May 2, 1990

         (Lessee):                          TravelnStore.com, Inc. (a California
                                            corporation)

         Address of Premises:               1100 Paseo Camarillo, Camarillo,
                                            California 93010

Paragraph 52

         (a) Lessor shall not, at any time prior to the  expiration  of the term
of this Lease,  or any extension  thereof,  sell the  Premises,  or any interest
therein  without first giving written notice thereof to Lessee,  which notice is
hereinafter referred to as "Notice of Sale".

         (b) The Notice of Sale shall  include the exact and  complete  terms of
the proposed  sale and have  attached  thereto a copy of the bona fide offer and
counteroffer,  if  any,  duly  executed  by  both  Lessor  and  the  prospective
purchaser.

         (c) For a period of twelve calendar days after receipt by Lessee of the
Notice of Sale,  Lessee shall have the right to give written notice to Lessor or
Lessee's  exercise of Lessee's  right to purchase  the  Premises,  the  interest
therein  proposed to be sold,  or the property of which the Premises are a part,
of the same terms,  price and  conditions as set forth in the Notice of Sale. In
the event that Lessor does not receive  written  notice of Lessee's  exercise of
the right  herein  granted  within  said  twelve day  period,  there  shall be a
conclusive  presumption  that Lessee has elected NOT to exercise  Lessee's right
hereunder and Lessor may complete the sale to the prospective purchaser,  on the
same terms set forth in the Notice of Sale.

         (d) In the event that Lessee  declines  to exercise  its right of first
refusal after  receipt of the Notice of Sale,  and,  thereafter,  Lessor and the
prospective  purchaser  modify by more then 5%, (i) the sales price, or (ii) the
amount of down payment, or if there is a material change in any seller financing
offered, or the event that the sale is not consummated within one hundred eighty
days of the date of the  Notice of Sale,  the  Lessee's  right of first  refusal
shall reapply said transaction.

         (e) In the event that Lessee  declines  to exercise  its right of first
refusal  after  receipt of the Notice of Sale,  and,  thereafter,  the  proposed
transfer or sale is not  consummated,  the Lessee's right to first refusal shall
apply to any subsequent  transaction.  If, however, said transfer or sale is, in
fact, completed, the said right shall be extinguished and shall not apply to any
subsequent transactions.

         (f)  Notwithstanding the above, this right of first refusal is intended
to apply only to voluntary  transfers  involving third party  transferees.  This
right of first refusal shall not, therefore, apply: where the Premises are taken
by eminent  domain or sold under  threat of  condemnation,  to  inter-family  or
inter-ownership  transfer,  to transfers by Lessor to a trust created by Lessor,
or, if Lessor is a trust, to transfers to a trust beneficiary.

         *(g) NOTE: This right of first refusal cannot be exercised:  (i) during
the period  commencing  with the giving of any notice of Default and  continuing
until said  Default is cured,  (ii) during the period of time any Rent is unpaid
(without  regard to whether notice  thereof is given  Lessee),  (iii) during the
time  Lessee is in Breach of this  Lease,  or (iv) in the event that  Lessee has
been given three (3) or more notices of Default, whether or not the Defaults are
cured during the twelve (12) month period immediately  preceding the exercise of
the right of first refusal.