Exhibit 10.2


                                 LEASE AGREEMENT

This lease dated  August 29,  2000,  is entered into and executed by and between
BLACKHAWK BUSINESS CENTER, INC. dba DANVILLE BUSINESS CENTER (hereinafter called
"LESSOR") and ELVA (hereinafter called "LESSEE").

1. PREMISES: LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR
office  number(s)  TEN(10),  303 Diablo Road, Suite 100,  Danville,  California,
94526 (hereinafter called "PREMISES')

2.  TERM:  The term of this  lease  shall be for SIX (6)  months  commencing  on
September  11,  2000.  Upon the ending  date set forth  herein or any  extension
thereof,  the lease  herein  granted  shall be renewed and extended for the same
period of time as the original  term hereof,  unless  either party  notifies the
other in  writing at least  sixty  (60) days  prior to the  ending  date of this
Lease,  or the  ending of any  extensions  thereof,  that this Lease will not be
renewed.  For any renewal or  extension,  the monthly  rent shall be the current
rate being charged to new LESSEE's at that time for like space.

3.  RENT:  LESSEE  agrees to pay  LESSOR as monthly  rent for the  PREMISES  and
telecommunications  services as described in Exhibit "D" the sum of ONE THOUSAND
THREE HUNDRED SEVENTY DOLLARS AND 00/100 ($1,370.00) in advance on the first day
of each and every  calendar  month during said term.  In the event their term of
this  Lease  commences  or ends on a day other  than the first day of a calendar
month, then the rental for such period shall be prorated.

         All rents are due and payable on the first of each month. Any rents not
received  by LESSOR  within  five (5) days  after the due date are  subject to a
service  charge of ten percent (10%) of the past due balance.  In the event that
LESSEE  fails to pay any amount when due,  LESSEE  shall pay to LESSOR  interest
thereon  at an annual  rate of ten  percent  (10%) or such  lower rate as may be
maximum lawful rate.

4. A.  ADDITIONAL  AVAILABLE  SERVICES:  LESSOR will  provide,  at its  expense,
additional services which are available to LESSEE on a contract basis, and which
include, but are not limited to, telephone services,  secretarial services, word
processing,  photocopies,  mail services,  facsimile  transmission services, and
equipment rental. LESSEE may contract with LESSOR for these services as a tenant
under this Lease, and in that event,  LESSOR will bill LESSEE on a monthly basis
at  LESSOR'S  current  charge  or  charges  for each  and all of those  services
requested of LESSOR by LESSEE.

         All such charges for  additional  services are due and payable five (5)
days upon receipt of an invoice from LESSOR.  Any charges not received by LESSOR
within five (5) days after the due date are  subject to a service  charge of ten
percent (10%) of the past due balance. In the event that LESSEE fails to pay any
amount when due, LESSEE shall pay to LESSOR  interest  thereon at an annual rate
of ten percent (10%) or such lower rate as may be maximum lawful rate.



<PAGE>



         B. MAIL: Subject to any restrictions set forth herein, LESSEE is hereby
authorized  to use the  address  of LESSOR as  LESSEE's  business  address  (the
"PREMISES  ADDRESS"  herein).  Upon  termination  of  this  Lease  or use of the
PREMISES,  LESSEE  will  notify all  parties of  termination  of such use of the
PREMISES ADDRESS. In the event that either this Lease terminates or LESSEE is in
default  hereunder,  the  LESSEE's  right  to use  the  PREMISES  ADDRESS  shall
immediately  terminate,  and LESSOR will return to senders all mail addressed to
LESSEE.

         C.  FURNITURE  AND  EQUIPMENT:  in  the  event  LESSEE  rents  LESSOR's
furniture  or  other   equipment   including   but  not  limited  to  telephones
(hereinafter called "EQUIPMENT"), LESSEE shall not damage said EQUIPMENT or make
any  modifications,  alterations  or  attachments  thereto,  nor remove the same
without  the  written  consent  of  LESSOR,  which may be  withheld  in the sole
discretion  of  LESSOR.  If in the  opinion  of  LESSOR,  any  LESSEE  performed
modifications,  whether or not made with the  permission  of LESSOR,  interferes
with the normal use and  maintenance of the EQUIPMENT  and/or  telephone  system
and/or  switch at the  LESSOR's  center or  otherwise  creates a safety  hazard,
LESSOR may at LESSEE's expense,  remove any such modifications.  EQUIPMENT shall
be moved  only by  LESSOR or its  authorized  representatives.  LESSEE  shall be
responsible to pay all costs of such move at the then  published  LESSOR's fees.
LESSEE  shall pay for any and all moves,  adds and changes  relating to LESSEE's
telephone service unless otherwise waived in writing by LESSOR.

         Upon expiration of the term or other termination of this Lease,  LESSEE
shall return the furniture and EQUIPMENT to LESSOR in the same condition as when
provided,  normal  wear  and  tear  expected.  If at the end of the term of this
Lease,  LESSEE has performed  all of the  provision of this Lease,  the deposits
held on the  EQUIPMENT  or any  remaining  balance  will be  returned to LESSEE,
without interest, within forty-five (45) days after the end of the term.

5. POSSESSION:  If LESSOR, for any reason whatsoever,  cannot deliver possession
of the PREMISES at the  commencement of the term, the LESSOR shall not be liable
for any loss or damage caused  thereby nor shall this Lease be void or voidable,
but the  LESSEE  shall not be liable  for any rent until such time as the LESSOR
delivers possession.

6.  PERMITTED  USE: Said PREMISES  shall,  during the term of this Lease and any
extensions  thereof,  be used or the following business purposes only:  Business
offices of ELVA. LESSEE agrees that LESSEE will not offer or use the PREMISES to
provide other services or non-service  item provided by LESSOR to LESSOR's other
tenants or clients,  or make or permit use of the PREMISES which is forbidden by
law or  regulation,  or may be  hazardous  or unsafe,  or may tend to impair the
character,  reputation,  appearance  or  operation  of LESSOR.  LESSEE shall not
contract with or employ an administrative assistant or clerical staff member for
the  purpose of  providing  secretarial  services  or word  processing  services
without the prior written consent of LESSOR. The maximum number of person(s) who
may occupy the PREMISES is one (1) per office  unless prior  written  consent is
given by LESSOR.

7.  SECURITY DEPOSIT: LESSEE has deposited with LESSOR the sum of ONE THOUSAND
THREE HUNDRED SEVENTY DOLLARS AND 00/100 ($1,370.00).  Said sum shall be held by

                                        2

<PAGE>



LESSOR as  security  for the  faithful  performance  by LESSEE of all the terms,
covenants,  and  conditions  of this  Lease  during the term  hereof.  If LESSEE
defaults with respect to any provision of this Lease,  including but not limited
to the provisions  relating to the payment of rent, LESSOR may (but shall not be
required to) use,  apply or retain all or any part of this security  deposit for
the payment of any rent or any other  reason in  default,  or for the payment of
any other amount  which LESSOR may spend or become  obligated to spend by reason
of LESSEE's default, or to compensate LESSOR for any loss or damage which LESSOR
may suffer by reason of LESSEE's  default.  If any portion of said deposit is so
used or applied, LESSEE shall, upon written demand therefore,  deposit cash with
LESSOR in an amount  sufficient to restore the security  deposit to its original
amount, and LESSEE's failure to do so shall be a material breach of this Lease.

         LESSOR  shall not be required to keep this  security  deposit  separate
from  its  general  accounts.   If  LESSEE  performs  all  LESSEE's  obligations
hereunder, said deposit shall be returned to LESSEE, without payment of interest
within forty-five (45) days after the end of the lease term.

8. LEASE TERMINATION AND SURRENDER:  On expiration or sooner termination of this
Lease,  or any  extension  or  renewals  of this Lease,  LESSEE  shall  promptly
surrender  and deliver the  PREMISES to LESSOR in as good  condition as they are
now at the date of this Lease, reasonable wear and tear expected.

9.  ALTERATIONS:  LESSEE shall make no  alterations,  decorations,  additions or
improvements in or to the PREMISES without  LESSOR's prior written consent,  and
only by contractors or mechanics approved by LESSOR. All such work shall be done
at such  times and in such  manner as  LESSOR  may from time to time  designate.
LESSEE shall  provide,  at LESSEE's  expense,  plastic mat(s) to be placed under
each executive chair located within the PREMISES and will use it at all time. In
the event  mat(s) are not  installed  within one week of  move-in,  LESSOR  will
purchase and install said mat(s) at a cost to LESSEE of $65.00 each.

         Any  alterations,  decorations,  additions  or  improvements  by LESSEE
pursuant  to this  Lease  shall,  at the sole  option of  LESSOR,  be removed at
LESSEE's  expense at the  expiration  of the tenancy  under this Lease,  and the
PREMISES  shall  be  restored  to  their  state  and  condition  at the  date of
commencement at LESSEE's expense.

10. BUILDING ACCESS: Provided the LESSEE shall not be in default hereunder,  and
subject to the  provisions  elsewhere  herein  contained,  the LESSOR  agrees to
furnish to the PREMISES in reasonable quantities,  electric current for lighting
and normal office use only, common restroom  facilities with hot and cold water,
and heating and air conditioning.

         The "Facilities and Services"  described in Exhibit "B" attached to and
expressly  made a part of this  Lease by  reference  shall be  furnished  to the
PREMISES during normal  business  hours.  The LESSOR shall not be liable for any
damage caused as a result of furnishing any of the above described facilities or
services,  or for stoppage or  interruption of any said services caused by labor
disturbances,  or labor  disputes  (whether  caused  by  LESSOR  or  otherwise),
accident,  repairs  or other  cause;  nor  shall  LESSOR  be  liable  under  any
circumstances  for loss or injury to persons  or  property,  however  occurring,
through,  or in connection  with or incidental  to, the furnishing of any of the
foregoing or any other  service by LESSOR to LESSEE,  nor shall any such failure
relieve LESSEE from the duty to pay the full amount of rent herein specified, or
constitute or be construed as constructive or other eviction of LESSEE.

                                        3

<PAGE>



11. REPAIR:  By entry  hereunder,  LESSEE accepts the PREMISES as being in good,
sanitary order,  condition and repair. LESSOR shall have no obligation to alter,
remodel,  improve,  repair,  decorate or paint the PREMISES or any part thereof,
and the parties hereto affirm that LESSOR has made no  representations to LESSEE
respecting the condition of the PREMISES or the Building  except as specifically
herein set forth.

12. INSURANCE:  LESSEE, at his expense, will provide liability insurance for the
PREMISES  with a combined  single limit for bodily  injury and  property  damage
liability  of  $1,000,000  (one  million  dollars)  minimum.  The LESSOR will be
endorsed as an addition named insured on the liability  policy and a certificate
of  insurance  will be provided  to LESSOR by LESSEE.  The LESSOR will not carry
insurance on LESSEE's possessions and personal property.

13.  SIGNS AND  AUCTIONS:  LESSEE  shall not place any sign upon the PREMISES or
Building or conduct any auction thereon without LESSOR's prior written consent.

14.  CHOICE OF LAW:  This Lease  shall be  governed  by the laws of the State of
California.

         In the event the LESSOR  shall bring and sustain an action  against the
LESSEE for breach of any covenant,  agreement or condition herein contained,  or
for the recovery of  possession of the demised  PREMISES,  or should the LESSOR,
without  fault on its part,  be named as a defendant in any action or proceeding
brought  against the LESSEE in connection  with this Lease or arising out of its
occupancy of the demised  PREMISES,  the LESSEE will pay to LESSOR all costs and
expenses  incurred by it in such action or  proceeding,  including a  reasonable
attorney's fee.

15. SUBLET AND LICENSE:  Neither the LESSEE,  nor anyone claiming by, through or
under the LESSEE,  shall  mortgage or assign this Lease or sublet or license the
PREMISES  or any part  thereof or permit the use of the  PREMISES  by any person
other than the LESSEE  without  prior  written  consent of LESSOR  which  LESSOR
agrees it will not unreasonably withhold.

16. BUILDING  RULES:  The "Rules and  Regulations"  described in Exhibit "C" are
attached to and expressly made a part of this Lease by reference, and the LESSEE
hereby  expressly  covenants  and  agrees to abide by all of the said  Rules and
Regulations, as well as such reasonable modification thereof as may be hereafter
adopted and written  notice  thereof  given to LESSEE by the LESSOR.  The LESSOR
shall have no responsibility to the LESSEE for the violation or  non-performance
by any other tenant of said Building of any of said Rules and Regulations.

17.  WRITTEN  NOTICES:  All notices by LESSOR to LESSEE,  or by LESSEE to LESSOR
shall be in writing.

         Notices  to  LESSEE  shall be  deemed  to be duly  given  if  delivered
personally  to an officer  of  LESSEE,  or mailed by  registered  mail,  postage
prepaid, addressed to LESSEE at the demised PREMISES. Notices to LESSOR shall be
deemed to be duly  given if  delivered  personally  to Julie  Riele,  President,
Blackhawk  Business  Center,  Inc.  or other  officer  of  LESSOR,  or mailed by
registered mail, postage prepaid, address to LESSOR at its offices at 383 Diablo
Road, Suite 100, Danville, California, 94526.

18.  COMPLIANCE WITH LAW: LESSEE shall at LESSEE's own cost and expense,  comply
with all statutes, ordinances,  regulations and requirements of all governmental
agencies, whether federal,

                                        4

<PAGE>



state,  county or  municipal,  related to  LESSEE's  use and  occupancy  of said
PREMISES whether such statutes, ordinances,  regulations and requirements be now
in force or hereinafter enacted.

19. INSURANCE HAZARDS:  LESSEE shall not commit nor permit the commission of any
acts on said  PREMISES nor use or permit the use of said  PREMISES in any manner
that will  increase the existing  rates or cause the  cancellation  of any fire,
liability,  or other insurance  policy insuring the PREMISES or the improvements
to the PREMISES.  LESSEE shall, at his/its own cost and expense, comply with any
and all requirements of LESSOR's  insurance  carriers necessary of the continued
maintenance  of and  reasonable  rates for the fire and  liability  policies  of
LESSOR for the PREMISES and the improvements to the PREMISES.

20.  HOLD  HARMLESS:  LESSEE  agrees to  indemnify  and to hold  LESSOR  and the
property of LESSOR,  including the premises,  free and harmless from any and all
claims, liability,  loss, damage, or expenses resulting from LESSEE's occupation
and use of the PREMISES and Building.

21.  DEFAULT AND  ABANDONMENT  BY LESSEE:  Should  LESSEE  breach this Lease and
abandon the PREMISES prior to the natural  expiration of the term of this Lease,
LESSOR may: (a) continue this Lease in effect by not terminating  LESSEE's right
to  possession  of said  PREMISES,  in which event  LESSOR  shall be entitled to
enforce all its rights and  remedies  under this Lease,  including  the right to
recover the rents and other  obligations,  if any, of LESSEE  specified  in this
Lease as they  become  due under this  Lease;  or (b)  terminate  this Lease and
recover  from  LESSEE (i) The worth,  at the time of award,  of the unpaid  rent
which had been earned at the time of termination  of the Lease;  (ii) The worth,
at the time of award,  of the amount by which the unpaid  rent which  would have
been earned after  termination  of the Lease until the time of award exceeds the
amount of rental loss that LESSEE  proves  could have been  reasonably  avoided;
(iii) The worth,  at the time of award,  of the amount by which the unpaid  rent
for the  balance of the term of this Lease  after the time of the award  exceeds
the amount of rental loss that LESSEE proves could be reasonably  avoided;  (iv)
Any other amount necessary to compensate LESSOR for all detriment  approximately
caused by LESSEE's failure to perform his obligations under this Lease.

         Should  LESSEE  default  in the  performance  of any of the  covenants,
conditions, or agreements contained in this Lease or any addendum to this Lease,
LESSEE shall have breached the Lease and LESSOR may, in addition to the remedies
specified in this paragraph,  re-enter and regain possession of said PREMISES in
the manner provided by the Laws of Unlawful  Detainer of the State of California
then in effect.
         The remedies given to LESSOR in this  paragraph  shall not be exclusive
but shall be cumulative and in addition to all remedies now or hereafter allowed
by law or elsewhere  provided in this Lease.  The waiver by LESSOR of any breach
by  LESSEE  of any of the  provisions  of this  Lease  shall  not  constitute  a
continuing  waiver or a waiver of any subsequent  breach by LESSEE either of the
same or another provision of this Lease.

22. EMPLOYEES OF LESSOR: LESSEE agrees not to employ any employees of the LESSOR
during the  LESSEE's  stay  within the  PREMISES or for period of six (6) months
following  the  termination  of  this  Lease.   Because  of  the  difficulty  of
ascertaining the exact damages,  there shall be payable to the LESSOR the sum of
$10,000.00 (ten thousand dollars) liquidated damages for each such breach.



                                        5

<PAGE>



23.  ATTORNEY'S  FEES:  Should any litigation be commence between the parties to
this  Lease  concerning  the  PREMISES,  this  Lease or the rights and duties of
either in relation  thereto,  the party,  LESSOR or LESSEE,  prevailing  in said
litigation shall be entitled, in addition to such other relief as may be granted
in the litigation, to a reasonable sum as and for his/its attorneys fees in such
litigation  which shall be  determined  by the Court in such  litigation or in a
separate action brought for determining such sum.

24. PARTIAL INVALIDITY: Should any provision of this Lease be held by a Court of
competent  jurisdiction  to  be  either  invalid,  void  or  unenforceable,  the
remaining  provisions  of this  Lease  shall  remain in full  force and  effect,
unimpaired by the holding.

25. SOLE AND ONLY AGREEMENT: This instrument, together with any addenda thereto,
constitutes the sole and only agreement between LESSOR and LESSEE respecting the
PREMISES,  and correctly set forth the  obligations of LESSOR and LESSEE to each
other  as of  this  date.  Any  agreements  or  representations  respecting  the
PREMISES,  or their leasing by LESSOR to LESSEE, not expressly set forth in this
instrument are null and void.


"LESSOR"

BLACKHAWK BUSINESS CENTER, INC.

By:   /s/ Gary Riele                              Date:   9-5-00
-------------------------------------             -----------------
Gary Riele, Vice President


"LESSEE"

ELVA

By: Robert C.  Pierre
-------------------------------------
Print Name

By: /s/Robert C.  Pierre
-------------------------------------
Signature

Title:                                            Date:   8 29 2000
-------------------------------------             -----------------
         ELVA
         4540 Campus Drive
         Newport Beach, CA   92660
         (949) 252-5382

                                        6

<PAGE>



                                   EXHIBIT "A"

                                   FLOOR PLAN




[Diagram attached to original]








                                        7

<PAGE>



                                   EXHIBIT "B"

                             FACILITIES AND SERVICES


the  following  facilities  and  services  are  provided to LESSEE each month in
consideration for the monthly rent paid to LESSOR by LESSEE:

         Office space as specified in this Lease or any addenda thereto.

         Personalized  telephone  answering service during normal business hours
         (8:00 a.m. to 5:00 p.m., Monday through Friday,  except legal holiday).
         Hours are subject to change at LESSOR'S discretion.

         Full-time  receptionist service during normal business hours (8:00 a.m.
         to  5:00  p.m.,  Monday  through  Friday,  except  legal  holiday)  and
         reception  area with seating for visitors.  Hours are subject to change
         at LESSOR'S discretion.

         Mail receipt  handling;  incoming  mail sorted and placed in mail slot,
Monday through Friday.

         Use of a microwave oven and refrigerator/freezer.

         Coffee and tea for tenants  and  visitors.  Coffee  service for meeting
         shall be charged according to published rates and charges.

         Janitorial service.

         All  utilities  including  electric for lighting and normal  office use
         only, and heating and air conditioning.

         Four (4) hours per month per leased office usage of conference  room on
         a time-shared,  reservation basis with other Lessees.  One hour minimum
         billing. 24 hour notice of cancellation required.  Unused hours may not
         be carried forward.

         Adequate, free parking.

         Access to building 7 days per week, 24 hours per day.

Additional  administrative  services  are  provided  by  LESSOR  to LESSEE on an
as-needed basis and charged  according to the then current  published price list
for those services.


                                        8

<PAGE>



                                   EXHIBIT "C"

                              RULES AND REGULATIONS

LESSEE shall comply with all those Rules and Regulations as are set forth herein
below. As used in this Exhibit "C", the term  "PREMISES",  "LESSEE" and "LESSOR"
shall  have the  meaning  set  forth  in the  Lease of  which  these  Rules  and
Regulations form a part.

1. No part of the  Premises  shall be used to  manufacture  any  commodity or to
prepare  or  dispense  any food or  beverage,  nor shall any  cooking be done or
permitted in or about the  PREMISES,  and no vending  machine or machines of any
description shall be installed, maintained or operated in or about PREMISES.

2. No kerosene,  gasoline or combustible fluid or material shall be used or kept
in or about the PREMISES, nor shall any method of heating or air-conditioning be
used for the  PREMISES  other than that  supplied  by the LESSOR.  LESSEE  shall
comply with all fire regulations that may be approved by LESSOR.

3.  No animals or birds may be brought or kept in or about the PREMISES.

4. The  floors of the  PREMISES  shall not be  overloaded,  no shall any safe or
other heavy object be installed in the  PREMISES  without  sufficient  provision
being made for the proper distribution of the weight thereof.

5. LESSEE shall not install any radio or television antenna,  loudspeaker or any
other devise on the exterior walls of the building.

6. LESSEE shall keep PREMISES in a good state of preservation  and  cleanliness.
It shall not allow  anything  whatever  to fall from the windows or doors of the
PREMISES,  nor  shall  it sweep or  throw  from the  PREMISES  any dirt or other
substance  into any of the corridors or halls,  ventilators  or elsewhere in the
Building.  Refuse  shall be placed in  containers  in such a manner  and at such
times and places as LESSOR may direct.

7. The sidewalks,  entrances,  vestibules,  corridors,  halls, landings and fire
exits must not be  obstructed  or  encumbered  or used of any purpose other than
ingress and egress to and from the PREMISES and the Building.

8. Water closets and other water apparatus in the Building shall not be used for
any  purpose  other  than  those for which  they  were  designed,  nor shall any
sweepings,  rubbish,  rags or other  articles  be thrown  into same.  Any damage
resulting  from misuse of any water  closets or other  apparatus in the PREMISES
shall be repaired by LESSOR and paid for by LESSEE.

9. No vehicle belonging to LESSEE or to an employee,  licensee,  invitee, client
or visitor of LESSEE or occupant  shall be parked in such manner as to impede or
prevent  ready  access to any  entrance to or exit from the  Building or parking
garage by any other vehicle.

10. LESSEE,  its employees,  licensee,  invitee,  client or visitor of LESSEE or
occupant  of the  PREMISES  shall not at any time or for any  reason  whatsoever
enter  upon or  attempt  to enter  upon the roof of the  Building,  except  when
directed to do so by LESSOR or public  authorities in the event of a life safety
emergency

11. Canvassing, soliciting and peddling in or about the PREMISES or elsewhere in
the  Building  shall be  prohibited  and LESSEE and any occupant of the PREMISES
shall cooperate to prevent the same.

12. Unless approved by LESSOR, no hand trucks, except those equipped with rubber
tires  and side  guards,  shall be used in or about the  Building,  and no other
carts or vehicles of any kind shall be used in or about the Building.

13. No  furniture,  freight  or  equipment  of any kind  shall be  brought in or
received  in the  Building,  except at such time and in such  manner as shall be
approved by LESSOR.

                                        9

<PAGE>



14. The bulletin  board or directory of the Building  shall be used  exclusively
for the display of the names and  locations of the LESSEES and  occupants of the
Building, and LESSOR reserves the right to exclude any other names therefrom, to
limit  the  number  of  names  associated  with  particular  occupants  at rates
applicable to all occupants of the Building.

15.  LESSEE shall see that the  exterior  doors of the Building and the PREMISES
are closed and securely  locked on Saturdays and Sundays and legal  holidays and
not later than 6:00 p.m.  of each  other day.  LESSEE  shall  exercise  care and
caution that all water  faucets or water  apparatus are entirely shut off before
LESSEE or its employees leave the PREMISES, and that all utilities, electricity,
gas or air,  shall  likewise  be  carefully  shut off so as to prevent  waste or
damage.

16.  LESSEE shall comply with such  security  measures and  procedures as may be
approved by LESSOR for the operation of the Building and the conduct of business
therein.

17.  LESSEE shall not alter any lock or install any new or  additional  locks or
any bolts on any doors of the PREMISES.

18.  Lessee  and  invitees  or guests of Lessee are not  permitted  to smoke any
cigarettes, cigar or pipe in any area of the Building at any time.

19.  LESSOR  shall have the right to control and operate  those  portions of the
Building, other than the PREMISES, and heating and air conditioning,  as well as
facilities  furnished for the common use of the Lessees,  in such a manner as it
seems best for the Lessees generally.

20. Complaints  regarding services or operation of the Building shall be made in
writing to LESSOR.

21. These rules and  regulations and any consent or approval given hereunder may
be added to, amended or repealed at any time by the LESSOR.

                                       10

<PAGE>


                     PROPOSAL FOR OFFICE SPACE AND SERVICES
                            DANVILLE BUSINESS CENTER

                                  Presented to:
                                      Elva
                                 August 28, 2000

Monthly Fixed Charges:

<TABLE>
<S>                           <C>                                               <C>
Office Space:                 *Danville office, exterior                        $    1,100.00
                              *Unfurnished                                      $        0.00
                              *Office #10
                              *Six month lease agreement
Telecommunications Services:  *Standard phone package (2 Phone set up)                  85.00
                                Telephone line (voice), Speaker phone set
                               (Includes call forwarding, speed dialing,
                                3 way conference calling)
                                24 hour voicemail
                              *Standard phone package - 2nd user                        85.00
                              *DSL Line (high speed internet access)                   100.00
                              *Dedicated modem line                                      0.00
                              *Dedicated fax line                                        0.00
                                                                                --------------
                              Total monthly telecommunications services                270.00
                              Total monthly fixed charges (September Prorate)   $      883.80
Set up Fees:
                              *Security deposits (fully refundable):
                                Monthly fixed charges
                                   (rent and telecommunications)                $    1,370.00
                                Telephone set(s)                                       170.00
                                Office key(s) - Danville $ 20                           60.00
                                Office key(s) - Blackhawk $ 40                           0.00
                              *Telephone installation:                                 375.00
                                Phone/fax/modem line
                                Voicemail programming
                                DSL line
                              *Set up fees:
                                Administrative set up fee                               125.00
                                Directory listing & Door Sign - Danville                  0.00
                                Directory listing - Blackhawk                             0.00
                                Total set up fees                               $     2,100.00
                                TOTAL DUE UPON MOVE-IN                          $     2,983.80
</TABLE>

4 hours/month  conference room usage,  janitorial service,  parking,  utilities,
coffee/tea  service and 24 hour access are  included  at no  additional  charge.
Additional services including photocopying,  mail services, secretarial and word
processing services are available at scheduled rates and charges.

The submission of this proposal does not constitute a reservation  for an option
to lease.  Any lease shall become effective only upon the execution and delivery
thereof by lessor and lessee. The parties reserve the right to modify, redraw or
withdraw this proposal. This proposal expires end of business day on: Wednesday,
August 30, 2000.