EXHIBIT 10.50


                                    SUBLEASE


         THIS SUBLEASE  AGREEMENT  ("Sublease"),  is made and entered into as of
the ____ day of  September,  2000,  by and between  Papercraft,  LLC, a Delaware
limited  liability company  ("Sublessor"),  and Wade Cook Financial Corp. (WCFC)
dba Quantum Marketing, a _______________ corporation ("Sublessee").

                                   WITNESSETH:

         WHEREAS,  Sublessor  is presently  the lessee under that certain  Lease
dated January 13, 1977, as amended January 3, 1986 and December 18, 1987, by and
between J.B.  Patt  (referred  to herein as "Prime  Lessor"),  as Landlord,  and
Sublessor, as Tenant (referred to herein as the "Prime Lease");

         WHEREAS,  Sublessor desires to lease to Sublessee and Sublessee desires
to lease from  Sublessor  certain space subject to the Prime Lease in order that
Sublessee may use the same for office and warehouse uses.

         NOW, THEREFORE, the parties hereto in consideration of the premises and
the mutual covenants and agreements herein contained hereby stipulate,  covenant
and agree as follows:

ARTICLE I
                                 Leased Premises

1.1 Sublessor  hereby  demises and  subleases to Sublessee and Sublessee  hereby
leases from Sublessor  approximately  30,000 square feet of warehouse and office
space  (leased by Sublessor  under the Prime  Lease) in the building  located at
6701 South Glacier, Tukwila, WA (the "Building"), together with the nonexclusive
right to use the access and parking  facilities located on the land on which the
Building is located (the "Leased Premises").

ARTICLE II
                                 The Prime Lease

2.1 Sublessee  acknowledges  that it has read the Prime Lease attached hereto as
Exhibit A, which has not been  supplemented,  modified or amended (other than as
attached hereto),  and that it is familiar with the terms and provisions thereof
From and after the Commencement Date, Sublessee covenants not to cause a default
under the  Prime  Lease  and to keep,  observe  and  perform  all of the  terms,
provisions,  obligations  and  conditions  of  Sublessor  under the Prime Lease,
except for the provisions of the Prime Lease relating to the payment of rent and
security deposit.  Sublessee,  shall indemnify and hold harmless  Sublessor from
and against  any loss,  claim or cause of action,  whether  claimed by the Prime
Lessor or any other party,  caused by Sublessee's breach of any of the terms and
conditions of the Prime Lease.  This Sublease is subject and  subordinate to all
of the terms, provisions and conditions of the Prime. Lease.

2.2 In the event the Prime Lease expires or is  terminated,  this Sublease shall
terminate  as of the date the Prime  Lease  expires  or is  terminated,  and the
parties shall have no further rights or obligations under this Sublease,  unless
expressly  provided  herein.  Sublessee  shall have lo right to  terminate  this
Sublease except as expressly provided herein.

2.3 Except as expressly provided otherwise herein,  Sublessee shall have all the
rights and privileges of Sublessor  pursuant to the Prime Lease.  Upon Sublessee
paying the Rent  reserved  hereunder and  observing  and  performing  all of the
covenants,  conditions and provisions on the Sublessee's part to be observed and
performed  hereunder,  Sublessor  shall not  interfere  with  Sublessee's  quiet
possession of the Leased  Premises for the entire term hereof subject t o all of
the  provisions  of this  Sublease and the Prime Lease and  Sublessor  shall not
breach any of the Sublessor's obligations under the Prime Lease.

ARTICLE III
                                      Term

3.1 The initial  term of this  Sublease  shall  commence on October 1, 2000 (the
"Commencement  Date"),  and end on August  31,  2005 (the  "Termination  Date"),
unless  sooner  terminated  in  accordance  with the terms hereof (the  "Term").
Sublessee  shall  be  entitled  to  early  occupancy  of  the  Leased  Premises,
commencing  upon  delivery to Sublessor of (1) an amount equal to the sum of the
first  months Rent and the  Security  Deposit;  (2) a  certificate  of insurance
evidencing the insurance coverage required by Article X of this Sublease and (3)
Prime Lessor's  consent to this Sublease.  Sublessee's  early occupancy shall be
governed by all of the terms and  conditions  of this  Sublease,  except for the
payment  of  Rent,   which  shall  commence  on  December  1,  2000.   Sublessee
acknowledges that the Prime Lease expires on August 31, 2005.

ARTICLE IV
                                Rental, Net Lease

4.1 In  consideration  of the  agreements  set forth  herein to be  performed by
Sublessor, and of the leasing of the Leased Premises, Sublessee agrees to pay to
Sublessor, a monthly rental (the "Rent"), as follows:

                        Months 01 - 02                      $ -0-
                        Months 03 - 36                      $ 10,810
                        Months 36 - Expiration              $ 12,275

Rent shall be due and  payable in advance  ten (10) days  before the rent is due
under the Prime Lease.  The Rent shall be prorated for any partial  month at the
commencement or termination of the Term.

4.2 Other remedies for nonpayment of Rent  notwithstanding,  if the Rent payment
is not received by Sublessor on or before the fifth (5th) day following the date
such Rent is due, or if any other  payment due  Sublessor  by  Sublessee  is not
received by  Sublessor on or before the tenth  (10th) day  following  the day in
which Sublessee was invoiced, a late payment charge of five percent (5%) of such
past due amount  shall  become due and payable in addition to such  amounts owed
under this Sublease.

4.3 In the event that  Sublessee  does not vacate the Leased  Premises  upon the
expiration or termination of this Sublease,  Sublessee shall be a tenant at will
for the holdover  period and all of the terms and  provisions  of this  Sublease
shall be  applicable  during  that  period,  except  that  Sublessee  shall  pay
Sublessor as Rent for,  the period of such  holdover an amount equal to the rent
due the Prime Lessor  (under the Prime Lease)  during such  holdover  period and
Sublessee shall indemnify and save Sublessor harmless against all costs, claims,
loss or liability  resulting from delay by Sublessee in surrendering  the Leased
Premises.  Sublessee  agrees  to vacate  and  deliver  the  Leased  Premises  to
Sublessor upon the expiration of this Sublease or, if earlier  terminated,  upon
Sublessee's  receipt of notice  from  Sublessor  to vacate.  The rental  payment
during the holdover  period shall be payable to Sublessor on demand.  No holding
over by  Sublessee,  whether  with or without  the consent of  Sublessor,  shall
operate to extend the Term of this Sublease.

4.4 This  Sublease is what is  commonly  known as "triple  net".  In addition to
Rent,  Sublessee  shall pay to the  parties  respectively  entitled  thereto all
charges,  costs and  expenses  which arise out of  Sublessee's  operation of the
Leased Premises or may be  contemplated  under any provision of this Sublease or
the Prime Lease.  Sublessee  shall  reimburse  Sublessor for any amounts paid by
Sublessor to the Prime Lessor on  Sublessee's  behalf within five (5) days after
demand by  Sublessor.  All such  charges,  costs and expenses  shall  constitute
additional  rent and upon the failure of Sublessee  to pay any of such  charges,
costs or expenses, Sublessor shall have the same rights and remedies provided in
this Sublease for Sublessee's failure to pay Rent.

4.5  Sublessee  shall pay to Sublessor a monthly  escrow  amount for real estate
taxes,  as reasonably  determined by Sublessor.  Sublessor  shall  reconcile the
escrowed  amounts to the actual  amounts  upon  receipt of the tax bill from the
Prime Lessor.

ARTICLE V
                                Security Deposit

5.1  Sublessee  shall  deposit with  Sublessor  upon  execution of this Sublease
Twelve  Thousand Two Hundred  Seventy Five and 00/100  Dollars  ($12,275.00)  as
security  for  Sublessee's  faithful  performance  of  Sublessee's   obligations
hereunder.  If Sublessee  fails to pay Rent or other charges due  hereunder,  or
otherwise defaults with respect to any provision of this Sublease, Sublessor may
use,  apply or retain all or any  portion of the  deposit for the payment of any
Rent or other  charge in  default  or for the  payment of any other sum to which
Sublessee may become obligated to Sublessor by reason of Sublessee's  default or
to  compensate  Sublessor  for any loss or damage  which  Sublessor  may  suffer
thereby.  If  Sublessor  so uses or applies all or any  portion of the  deposit,
Sublessee  shall  within ten (10) days after  written  demand  deposit cash with
Sublessor in an amount sufficient to restore the deposit and Sublessee's failure
to do so shall be a default of this Sublease.  If Sublessee  performs all of its
obligations  hereunder,  the deposit, or so much thereof as has not been applied
by Sublessor,  shall be returned,  without payment of interest,  to Sublessee at
the expiration of the Term, and after Sublessee has vacated the Leased Premises.

ARTICLE VI
                                 Permitted Uses

6.1 Subject to the provisions of Section 13.8 of this Sublease,  Sublessee shall
use the Leased Premises only for warehouse,  administrative  offices and related
legal purposes and for no other purpose or purposes.

ARTICLE VII
                                    Utilities

7.1  Sublessee  shall pay the costs for all  utility  services  supplied  to the
Leased Premises.  Sublessee shall pay all costs caused by Sublessee  introducing
excessive pollutants or solids other than ordinary human waste into the sanitary
system,   including  permits,  fees  and  charges  levied  by  any  governmental
subdivision  for any such  pollutants or solids.  Sublessee shall be responsible
for the  installation  or  maintenance  of any dilution  tanks,  holding  tanks,
settling tanks,  sewer sampling  devices,  sand traps,  grease traps, or similar
devices as may be required by any  governmental  subdivision for Sublessee's use
of the sanitary sewer system.

ARTICLE VIII
                             Repairs and Maintenance

8.1  Sublessor  represents  that,  to the  best of  Sublessor's  knowledge,  the
electrical,  lighting,  HVAC, plumbing,  mechanical and operating systems in the
Leased Premises will be in working order as of the Commencement Date.  Sublessee
shall be  required  to  maintain,  at its sole  cost,  the  Leased  Premises  in
accordance  with the terms of the Prime Lease and hereby agrees to assume all of
Sublessor's  repair,  maintenance  and replacement  obligations  under the Prime
Lease. Sublessor shall not be liable to Sublessee,  except as expressly provided
in this Sublease,  for any damage or  inconvenience,  and Sublessee shall not be
entitled  to any  abatement  or  reduction  of Rent by  reason  of any  repairs,
alterations  or additions made by Sublessor or Prime Lessor under this Sublease,
except for  uninsured  damage to property  caused by  Sublessor's  negligence or
willful misconduct.

8.2  Notwithstanding  anything  to the  contrary  contained  in  this  Sublease,
Sublessee  shall repair and pay for any damage  caused by any act or omission of
Sublessee or Sublessee's agents, employees,  invitees, licensees or visitors. If
Sublessee fails to make the repairs or replacements  promptly as required herein
or as  required in the Prime  Lease,  Sublessor  may,  at its  option,  make the
repairs and replacements and the cost of such repairs and replacements  shall be
charged  to  Sublessee  as Rent and shall  become due and  payable by  Sublessee
within  five (5) days  after  demand by  Sublessor.  Costs  incurred  under this
section are the total responsibility of Sublessee.

8.3 Sublessee shall not allow any damage or waste to be committed on any portion
of the Leased Premises or Building,  and at the termination of this Sublease, by
lapse of time or  otherwise,  Sublessee  shall  deliver  the Leased  Premises to
Sublessor in as good  condition as existed at the  Commencement  Date,  ordinary
wear and tear and  damage by  casualty  excepted.  The cost and  expense  of any
repairs to  restore  the  condition  of the  Leased  Premises  shall be borne by
Sublessee.

8.4 Sublessor agrees,  prior to the Commencement  Date, at Sublessor's sole cost
and  expense,  to provide the Leased  Premises in broom clean  condition  and to
upgrade the existing power to provide  approximately 400 amps of 277/480 volt, 3
phase power.

ARTICLE IX
                          Alterations and Improvements

9.1 Sublessee shall not make or allow to be made any alterations,  improvements,
additions or utility  installations (as defined in the Prime Lease) in or to the
Leased Premises, without first obtaining the written consent of Sublessor, which
consent  shall  not be  unreasonably  withheld,  but only if Prime  Lessor  also
consents and Sublessee  pays any costs of Prime Lessor in  connection  with such
consent.

ARTICLE X
                                    Insurance

10.1  Anything in this Sublease to the contrary  notwithstanding,  Sublessor and
Sublessee  hereby  waive  and  release  each  other  from  any and all  right of
recovery,  claim,  action or cause of action,  against each other, their agents,
officers  and  employees,  for any loss or damage  that may occur to the  Leased
Premises, or the Building or personal property within the Building, by reason of
fire or the elements,  regardless of cause or origin,  including negligence,  of
Sublessor or Sublessee and their agents,  officers and employees,  provided this
waiver  and  release  does not have the  effect of  invalidating  any  policy of
insurance carried by either party.  Sublessor and Sublessee agree immediately to
give  their  respective  insurance  companies  which  have  issued  policies  of
insurance covering all risk of direct physical loss, written notice of the terms
of the mutual  waivers  contained  in this  section,  and to have the  insurance
policies  properly  endorsed,  if necessary,  to prevent the invalidation of the
insurance coverages by reason of the mutual waivers.

10.2  Sublessor  shall not be  liable to  Sublessee  or  Sublessee's  employees,
agents, invitees,  licensees or visitors, or to any other person, for any injury
to person or damage to property on or about the Leased  Premises or the Building
or the parking  areas  caused by any act or omission of Sublessee or its agents,
servants or employees,  or of any other person entering upon the Leased Premises
under express or implied invitation by Sublessee,  or caused by the improvements
located on the Leased Premises becoming out of repair,  the failure or cessation
of any service provided by Sublessor  (including  security service and devices),
or caused by leakage of gas,  oil,  water or steam or by  electricity  emanating
from the  Leased  Premises.  Sublessee  agrees to  indemnify  and hold  harmless
Sublessor of and from any loss,  attorney's fees, expenses or claims arising out
of any such damage or injury; provided,  however, this indemnification shall not
apply to any damage or injury caused by the negligence or willful  misconduct of
Sublessor or its employees or agents.

10.3  Sublessee at its expense,  shall maintain in force during the Term of this
Sublease all insurance Sublessor is obligated to maintain under the Prime Lease.
Sublessee  shall name both Prime Lessor and  Sublessor as  additional  insureds.
Sublessee  shall  furnish  to  Sublessor  upon  request,  certificates  or other
evidence  acceptable  to Sublessor as to the  insurance  maintained by Sublessee
hereunder.

ARTICLE XI
                             Assignment or Sublease

11.1 Sublessee shall not assign, in whole or in part, this Sublease, or allow it
to be  assigned,  in whole or in  part,  by  operation  of law or  otherwise  or
mortgage or pledge the same, or sublet the Leased Premises, in whole or in part,
without the prior  written  consent of  Sublessor,  which  consent  shall not be
unreasonably withheld, but only if Prime Lessor also consents and Sublessee pays
any costs of Prime Lessor in  connection  with such  consent.  In no event shall
Sublessor's  consent to any assignment or sublease ever release Sublessee or any
guarantor from any obligation or liability hereunder.

                  Sublessee  shall,  upon demand,  reimburse  Sublessor  for the
reasonable  legal fees and expenses  incurred by  Sublessor  and/or Prime Lessor
(not to exceed  $500.00) in processing any request to assign this Sublease or to
sublet  all or any  portion  of the Leased  Premises,  whether or not  Sublessor
agrees thereto,  and if Sublessee shall fail promptly so to reimburse Sublessor,
the same  shall be a default  in  Sublessee's  monetary  obligations  under this
Sublease.

                  Without  limitation  of the rights of  Sublessor  hereunder in
respect  thereto,  if there is any  assignment of this Sublease by Sublessee for
consideration  or a subletting of the whole of the Leased  Premises by Sublessee
at a rent which exceeds the Rent payable hereunder by Sublessee,  or if there is
a  subletting  of a portion of the Leased  Premises  by  Sublessee  at a rent in
excess of the subleased  portion's pro rata share of the Rent payable  hereunder
by Sublessee,  then Sublessee  shall pay to Sublessor,  as Rent,  forthwith upon
such  assignment  or  subletting,  the  consideration  (or the  cash  equivalent
thereof) therefor and in the case of a subletting,  one-half (1/2) of the amount
of any such excess rent.  The provisions of this section shall apply to each and
every  assignment  of this  Sublease and each and every  subletting  of all or a
portion  of  the  Leased  Premises,  whether  to  a  subsidiary  or  controlling
corporation of the Sublessee or any other person,  firm or entity,  in each case
on the terms and conditions set forth herein.  For the purposes of this section,
the term  "rent"  shall  mean all rent or other  payments  and/or  consideration
payable by one party to another for the use and occupancy of all or a portion of
the Leased Premises.

11.2 Sublessee agrees to furnish to Sublessor, from time to time, within fifteen
(15) days after receipt of a request from Sublessor, a statement certifying,  if
applicable,  the following:  Sublessee is in possession of the Leased  Premises;
the Leased  Premises are  acceptable;  the Sublease is in full force and effect;
the Sublease is unmodified; Sublessee claims no present charge, lien or claim of
offset against Rent; the Rent is paid for the current month,  but is not prepaid
for more than one (1) month and will not be prepaid  for more than one (1) month
in advance;  there is no existing  default by reason of sonic act or omission by
Sublessor  known to  Sublessee;  and such  other  matters  as may be  reasonably
required  by  Sublessor.  Sublessee's  failure to  deliver  such  statement,  in
addition to being a default  under this  Sublease,  shall be deemed to establish
conclusively  that this  Sublease is in full force and effect except as declared
by Sublessor,  that Sublessor is not in default of any of its obligations  under
this  Sublease,  and that  Sublessor  has not received more than one (1) month's
rent in advance.

11.3 Sublessor agrees to furnish to Sublessee, from time to time, within 15 days
after receipt of a request from Sublessee,  a statement certifying the following
to the extent true:  The  Sublease is in full force and effect;  the Sublease is
unmodified; to the best of Sublessor's knowledge,  neither the Sublessee nor the
Sublessor  are in default under the  Sublease,  and no event has occurred  that,
with the  passage of time or the giving of notice,  would  constitute  a default
under the Sublease by either the Sublessee or the Sublessor;  the Prime Lease is
in full force and effect; the Prime Lease is unmodified; no notice of default or
termination of the Prime,  Lease has been served on Sublessor under the terms of
the Prime Lease; to the best of Sublessor's knowledge,  neither the Prime Lessor
nor the  Sublessor  are in  default  under  the  Prime  Lease,  and no event has
occurred  that,  with  the  passage  of  time or the  giving  of  notice,  would
constitute  a default  under the Prime  Lease by either the Prime  Lessor or the
Sublessor.

ARTICLE XII
                              Default and Remedies

12.1   The following  shall be deemed to be events of default by Sublessee under
this Sublease:

     (a)  Sublessee  shall fail to pay Rent or other charges for which provision
          is made herein on or before five (5) days  following the date on which
          the same becomes due and payable; or

     (b)  Sublessee  shall  fail to  perform  or  observe  any  other  terms  or
          conditions  contained  in this  Sublease  or the  Prime  Lease if such
          failure has continued for more than twenty (20) days after Sublessor's
          notice; or

     (c)  the estate  hereby  created  shall be taken on  execution  or by other
          process of law, or if Sublessee shall be judicially  declared bankrupt
          or insolvent  according to law, or if any assignment  shall be made of
          the  property  of  Sublessee  for the  benefit of  creditors,  or if a
          receiver, guardian, conservator,  trustee in involuntary bankruptcy or
          other similar  officer shall be appointed to take charge of all or any
          substantial  part  of  Sublessee's  assets  by a  court  of  competent
          jurisdiction,  or if a petition shall be filed for the  reorganization
          of  Sublessee  under  any  provisions  of the  Bankruptcy  Code now or
          hereafter  enacted or if  Sublessee  shall  file a  petition  for such
          reorganization  or  for  arrangements   under  any  provision  of  the
          Bankruptcy  Code now or hereafter  enacted and  providing a plan for a
          debtor to  settle,  satisfy  or extend  the time for  payment of debts
          (references  herein to.  Sublessee  shall  include  any  guarantor  of
          Sublessee's obligations hereunder);

     (d)  Sublessee  shall do or permit to be done any act  which  results  in a
          lien being filed against the Leased Premises or the Building; or

     (e)  the vacating or abandonment of the Leased Premises by Sublessee,  then
          and in any such case  (notwithstanding  any license of a former breach
          of  covenant  or waiver of the  benefit  hereof or consent in a former
          instance),  in addition to any rights of Prime  Lessor under the Prime
          Lease,  Sublessor lawfully may, immediately or at any time thereafter,
          and without demand or notice,  enter into and upon the Leased Premises
          or any part thereof in the name of the whole and repossess the same as
          of Sublessor's  former estate,  and expel Sublessee and those claiming
          through or under Sublessee and remove its or their affects  (forcibly,
          if  necessary)  without  being guilty of any manner of  trespass,  and
          without  prejudice to any remedies.  which might otherwise be used for
          arrears of rent or preceding  breach of covenant,  and,  upon entry as
          aforesaid,  Sublessor  shall have the  right,  by  suitable  notice to
          Sublessee,   forthwith  to  terminate  this  Sublease;  and  Sublessee
          covenants  and  agrees,  notwithstanding  any  entry  or  re-entry  by
          Sublessor, whether by summary proceedings,  termination, or otherwise,
          to pay and be liable for, on the days originally  fixed herein for the
          payment thereof, amounts equal to the several installments of Rent and
          other  charges  reserved  as  they  would,  under  the  terms  of this
          Sublease,  become due if this  Sublease had not been  terminated or if
          Sublessor had not entered of re-entered, as aforesaid, and whether the
          Leased Premises be relet or remain vacant, in whole or in part, or for
          a period  less  than the  remainder  of the  Term,  and for the  whole
          thereof,  but, in the event the Leased Premises be relet by Sublessor,
          Sublessee  shall be  entitled to a credit in the net amount of rent or
          other charges  received by Sublessor in reletting,  after deduction of
          all expenses  incurred in reletting  the Leased  Premises  (including,
          without  limitation,  remodeling costs,  brokerage fees and the like),
          and in collecting the Rent in connection  therewith,  in the following
          manner:

         Amounts  received by Sublessor  after  reletting shall first be applied
against such Sublessor's expenses,  until the same are recovered, and until such
recovery,  Sublessee  shall  pay,  as of each day when a payment  would fall due
under this  Sublease,  the amount which  Sublessee is obligated to pay under the
terms  of  this  Sublease;  when  and if  such  expenses  have  been  completely
recovered,  the  amounts  received  from  reletting  by  Sublessor  as have  not
previously been applied shall be credited against Sublessee's  obligations as of
each day when a payment  would  fall due under this  Sublease,  and only the net
amount  thereof  shall be payable by  Sublessee.  Further,  amounts  received by
Sublessor  from such  reletting  for any period  shall be credited  only against
obligations  of Sublessee  allocable  to such period,  and shall not be credited
against  obligations of Sublessee hereunder accruing subsequent or prior to such
period,  nor shall any credit of any kind be due for any  period  after the date
when the Term of this Sublease is scheduled to expire according to its terms.

         As an  alternative  at the election of Sublessor,  Sublessee  will upon
such termination,  pay. to Sublessor,  as damages,  such a sum as at the time of
such  termination  represents  the  amount of the  excess,  if any,  of the then
present value of the total Rent and other  benefits  which would have accrued to
Sublessor under this Sublease for the remainder of the then current Term of this
Sublease  (discounted by appropriate  capitalization rate) if said term had been
fully  complied  with by  Sublessee  over and above the then present cash rental
value (in advance) of the Leased Premises for the balance of the Term.

         If any  payment  of Rent or any  other  payment  payable  hereunder  by
Sublessee to Sublessor  shall not be paid when due, the same shall bear interest
from the date  when the same  was  payable  until  the date  paid at the rate of
twelve  percent  (12%)  per  annum,  compounded  monthly.  Such  interest  shall
constitute  Rent  payable  hereunder  and be payable  upon  demand  therefor  by
Sublessor.

         If Sublessee  shall default in the  performance  of any of the terms or
provisions of this  Sublease,  other than the payment of Rent,  and if Sublessee
shall  fail to  cure  such  default  within  the  above-described  cure  period,
Sublessor  may,  at its sole  option,  cure  such  default  for the  account  of
Sublessee  and the sum so  expended  by  Sublessor  shall be deemed  Rent and on
demand shall be paid by Sublessee on the day when Rent shall next become due and
payable..

ARTICLE XIII
                                  Miscellaneous

13.1 Failure to declare an event of default immediately upon its occurrence,  or
delay in taking any action in  connection  with an event of  default,  shall not
constitute  a waiver  of the  default,  but  Sublessor  shall  have the right to
declare the default at any time and take such action as is lawful or  authorized
under this  Sublease.  Pursuit of any one or more of the  remedies  set forth in
Article  XII above  shall not  preclude  pursuit of any one or more of the other
remedies  provided  elsewhere  in this  Sublease or  provided by law,  nor shall
pursuit of any  remedy  constitute  forfeiture  or waiver of any Rent or damages
accruing to Sublessor by reason of the violation of any of the terms, provisions
or  covenants of this  Sublease.  Failure by Sublessor to enforce one or more of
the remedies  provided upon an event of default shall not be deemed or construed
to constitute a waiver of the default or of any other violation or breach of any
of the terms, provisions and covenants contained in this Sublease.

13.2 In the event  Sublessee  defaults in the  performance  of any of the terms,
covenants,  agreements  or  conditions  contained in this Sublease and Sublessor
places this Sublease in the hands of an attorney for  enforcement  of all or any
part of this  Sublease,  the  collection  of any  Rent due or to  become  due or
recovery  of the  possession  of the Leased  Premises,  Sublessee  agrees to pay
Sublessor's costs of collection,  including  reasonable  attorney's fees for the
services of the attorney, whether suit is actually filed or not.

13.3 This  Sublease  shall be binding upon and inure to the benefit of Sublessor
and Sublessee and their respective heirs, personal  representatives,  successors
and assigns. It is hereby covenanted and agreed that should Sublessor's interest
in the Leased  Premises  cease to exist for any  reason  during the Term of this
Sublease,  then  notwithstanding  the  happening  of such event,  this  Sublease
nevertheless shall remain unimpaired and in full force and effect, and Sublessee
hereunder agrees to attorn to the then owner of the Leased Premises.

13.4  Sublessee  shall pay and be liable for all rental,  sales and use taxes or
other similar taxes,  if any,  levied or imposed by the city,  state,  county or
other  governmental  body having authority to levy such taxes. In no event shall
Sublessee be entitled to any credit  against or reduction in such rental,  sales
or use tax due to the reduction of  Sublessor's  obligation to pay such taxes to
Prime Lessor resulting from the Sublessor entering into this Sublease.

13.5 The captions  appearing in this  Sublease are inserted  only as a matter of
convenience  and in no way define,  limit,  construe  or  describe  the scope of
intent of any section.

13.6 All Rent and  other  payments  required  to be made by  Sublessee  shall be
payable to Sublessor  at Bunzl,  3310 E.  Miraloma  Avenue,  Anaheim,  CA 92806,
Attention:  Controller,  or at any other  address  within the  United  States as
Sublessor  may  specify  from  time to time by  written  notice.  Any  notice or
document  required or permitted  to be  delivered by the terms of this  Sublease
shall  be  deemed  to be  delivered  (whether  or not  actually  received)  when
deposited in the United States Mail,  postage  prepaid,  certified mail,  return
receipt requested,  addressed, in the case of Sublessee, to the Leased Premises,
and in the case of Sublessor to Bunzl,  3310 E.  Miraloma  Avenue,  Anaheim,  CA
92806, Attention:  Region Manager, with a copy to: Bunzl Distribution USA, Inc.,
701 Emerson Avenue,  Suite 500, St. Louis,  Missouri 63141,  Attention:  General
Counsel.  Any  notice  received  by  Sublessor  from the Prime  Lessor  shall be
forwarded to Sublessee within ten (10) days of the receipt thereof.

13.7 If any provision of this Sublease or the application  thereof to any person
or circumstance  shall be invalid or unenforceable to any extent,  the remainder
of this  Sublease and the  application  of such  provisions  to other persons or
circumstances  shall  not be  affected  thereby  and  shall be  enforced  to the
greatest extent permitted by law.

13.8  Sublessor  hereby  represents and warrants that Sublessor has not used the
Leased  Premises to generate,  manufacture,  refine,  transport,  treat,  store,
discharge or dispose of hazardous  or toxic  wastes and  substances,  except for
those  substances  used by  Sublessor in the  ordinary  course of its  business,
including,  but not limited to, oil and grease for the operation and maintenance
of equipment,  and customary  cleaning  products,  in compliance with applicable
law.  Sublessor  makes no  representation  as to the  presence  of lead paint or
asbestos-containing  building  material  on the  Leased  Premises,  except  that
Sublessor  represents  and  warrants  that it has not  placed  any lead paint or
asbestos-containing building material on the Leased Premises.

     Sublessee hereby expressly represents and warrants that it will not use the
Leased  Premises to generate,  manufacture,  refine,  transport,  treat,  store,
handle,  discharge or dispose of hazardous or toxic wastes and  substances,  and
that Sublessee has not and will not permit any of such  substances to be brought
onto the Leased  Premises or into the  Building or onto the real  property  upon
which the Building is located.  Notwithstanding  the  foregoing,  Sublessee  may
store  and  handle in the  Premises,  in  compliance  with  applicable  laws and
regulations,  food,  cosmetics and related products for human use or consumption
which incidentally may contain minor concentrations of hazardous or toxic wastes
and substances.  Sublessor, for itself, and on behalf of its agents,  employees,
consultants and contractors reserves the right to enter upon the Leased Premises
to perform,  at its own expense  unless  Sublessee  has not so complied in which
case it shall be at Sublessee's  expense,  such tests on the Leased  Premises as
are  reasonably  necessary  to ensure  that  Sublessee  has  complied  with this
representation and warranty.

     The term  "hazardous  or toxic  wastes and  substances"  shall be deemed to
include all hazardous, toxic or radioactive substances, wastes or materials, all
pollutants or  contaminants,  asbestos,  pesticides,  gasoline,  diesel fuel and
other petroleum  products,  polychlorinated  biphenyls (PCBs), and other similar
substances  and  materials  containing  such  substances  that are  included  or
regulated  under the  Comprehensive  Environmental  Response,  Compensation  and
Liability  Act  (42  U.S.C.ss.6901  et  seq.  "CERCLA"),  the  --  ---  Resource
Conservation  and  Recovery  Act  (42  U.S.C.ss.6901  et  seq.),  the  Hazardous
Materials Transportation Act (49 U.S.C.ss.5101 et -- --- -- seq.), the Clean Air
Act (42  U.S.C.ss.7401 et seq.), the Clean Water Act (33  U.S.C.ss.1251 et seq.)
and any other local,  state or -- --- -- --- federal law,  either by definition,
determination or  identification  in such laws or by judicial or  administrative
interpretation  of such laws,  together  with any other  chemical,  material  or
substance,  exposure  to  which  is  prohibited,  limited  or  regulated  by any
governmental authority.

     In the event that  Sublessee  receives  any notice of  violation,  summons,
citation,  directive,  letter or other communication from any federal,  state or
local agency or local  governmental  body  concerning the presence,  release and
threatened  release of hazardous or toxic wastes or substances,  Sublessee shall
immediately notify Sublessor of the fact and content thereof.

     In the event it is determined  that any action must be taken with regard to
the presence of any such  hazardous or toxic wastes and substances on the Leased
Premises due to acts or omissions of Sublessee,  Sublessee  covenants and agrees
(a) to take all such  actions  requited  under  the Prime  Lease and such  other
actions necessary to bring promptly the Leased Premises into compliance with all
applicable  laws  or  governmental   regulations  and  (b)  to  secure  evidence
acceptable  to Sublessor  that all  governmental  agencies  and entities  having
jurisdiction  over the Leased  Premises,  the real  property of which the Leased
Premises  are a part,  and the  hazardous or toxic  wastes and  substances  have
certified that the Leased  Premises and the real property are in compliance with
all applicable laws and governmental  regulations,  all at Sublessee's sole cost
and expense. Sublessee acknowledges that Sublessor is relying on the warranties,
representations  and  covenants  contained  in this  section in  executing  this
Sublease,  and Sublessee agrees to defend,  indemnify and hold Sublessor and its
successors  and assigns  harmless  from and against any and all actions,  suits,
claims, remedial orders, judgments, decrees and damages of any nature (including
but not limited  to,  attorneys'  fees and costs,  consultants'  fees,  cleanup,
monitoring,  removal and restoration costs, and environmental damages, including
but not limited to natural resource  damages,  provided for under all applicable
federal,  state and local environmental laws) arising from or in relation to the
presence, generation, manufacture, refining, transportation, treatment, storage,
handling, disposal, discharge, release or spill of any hazardous or toxic wastes
or  substances  in or on the Leased  Premises  during the term of this  Sublease
unless caused by  Sublessor.  The  foregoing  indemnification  and hold harmless
obligations shall be in addition to any and all remedies otherwise  available to
Sublessor hereunder.  The provisions of this section shall be deemed to survive,
and continue in full force and effect, after the termination, sale assignment or
sublease of this Sublease.

     In  the  event  of  a  violation  of  the  representations,  covenants  and
warranties contained herein, Sublessor may, at its sole discretion:  (i) declare
a default hereunder;  (ii) require Sublessee to take actions and expend whatever
funds are  necessary  to  correct  such  violation  and to correct  all  adverse
consequences  of such  violations so that full  compliance  with all  applicable
federal,  state and local laws,  rules and regulations is ensured;  and/or (iii)
Sublessor  may take such  action and expend such sums on  Sublessee's  behalf to
ensure that all such violations and all adverse  consequences of such violations
are  corrected  and that the Leased  Premises  (and the real estate of which the
Leased Premises are a part) are brought into full compliance with all applicable
federal,  state and local laws,  rules and  regulations.  In the event Sublessor
elects to expend  moneys to correct any such  violations,  such moneys  shall be
deemed Rent,  payable within ten (10) days of Sublessee's  receipt of an invoice
thereof. Any such action taken by Sublessor shall not constitute a waiver of any
claim that  Sublessor  has or may have against  Sublessee or any other person to
recover any loss incurred by Sublessor as a result of such violation.

13.9 Any time  Sublessor's  consent  shall be  required  under the terms of this
Sublease,  Prime  Lessor's  consent  shall  also be  deemed to be  required,  if
required by the terms of the Prime Lease.

13.10  Sublessee  warrants and represents  that Sublessee has not dealt with any
broker in connection with the consummation of this Sublease.  Sublessor shall be
responsible  for  payment.,  of a commission  in the amount of  $33,107.00 to CB
Richard Ellis, Inc., the broker which represented Sublessor on this transaction.
In the event any claim is made against the  Sublessor  relative to dealings with
any other  broker  contacted  by  Sublessee,  Sublessee  shall  defend the claim
against  Sublessor  with counsel of Sublessor s selection  and save harmless and
indemnity Sublessor on account of loss, cost or damage which may arise by reason
of any such claim.

13.11 In any action or proceeding  involving this Lease, the prevailing party in
any such action or  proceeding  shall be  entitled to an award,  by the court or
other  tribunal  before  which  such  action  or  proceeding  is  heard,  of its
reasonable attorneys' fees and disbursements.

ARTICLE XIV
                     Amendment and Limitation of Warranties

14.1 IT IS EXPRESSLY  AGREED BY  SUBLESSEE,  AS MATERIAL  CONSIDERATION  FOR THE
EXECUTION OF THIS SUBLEASE,  THAT THIS SUBLEASE, WITH THE SPECIFIC REFERENCES TO
WRITTEN EXTRINSIC DOCUMENTS,  IS THE ENTIRE AGREEMENT OF THE PARTIES; THAT THERE
ARE,   AND  WERE  NO   VERBAL   REPRESENTATIONS,   WARRANTIES,   UNDERSTANDINGS,
STIPULATIONS,  AGREEMENTS  OR  PROMISES  PERTAINING  TO THIS  SUBLEASE OR TO THE
EXPRESSLY  MENTIONED WRITTEN EXTRINSIC  DOCUMENTS NOT INCORPORATED IN WRITING IN
THIS SUBLEASE.

14.2 THIS SUBLEASE MAY NOT BE ALTERED,  WAIVED, AMENDED OR EXTENDED EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED BY SUBLESSOR AND SUBLESSEE.

14.3  SUBLESSOR  AND  SUBLESSEE  EXPRESSLY  AGREE THAT THERE ARE AND SHALL BE NO
IMPLIED WARRANTIES OF  MERCHANTABILITY,  HABITABILITY,  FITNESS FOR A PARTICULAR
PURPOSE  OR OF ANY OTHER  KIND  ARISING  OUT OF THE  SUBLEASE,  AND THERE ARE NO
WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN THIS SUBLEASE.

14.4 IN THE EVENT OF LITIGATION INVOLVING THIS SUBLEASE,  BOTH PARTIES AGREE AND
CONSENT  TO THE  JURISDICTION  OF THE  COURTS OF THE  STATE OF  OREGON  FOR SUCH
LITIGATION.

         IN WITNESS  WHEREOF,  the parties hereto have executed this Sublease as
of the day and year first above written.

                                   Signatures


SUBLESSOR                                          SUBLESSEE
BUNZL CALIFORNIA, LLC                              WADE COOK FINANCIAL CORP.

                                                   By:/s/ Robert T. Hundel

                                                   Print Name:Robert T. Hundel

By:                                                Title:Chief Operating Officer
   -----------------------------------------
   Daniel J. Lett
   Secretary