Exhibit 10.21

                              OFFICE BUILDING LEASE


J & C Associates I, a Delaware LLC,  hereinafter called Landlord,  hereby leases
unto Americomusa,  Inc., a Delaware  corporation,  hereinafter  called Tenant on
this 12th day of August,  1999,  those certain  premises known as Office No. 206
situated on the 2nd floor of that certain building known as the Fox Hills Garden
Offices,  5855 Green Valley  Circle,  Culver City,  CA 90230 the premises  being
leased to Tenant being outlined in red on the floor plan attached hereto, made a
part hereof and marked Exhibit "A".

The said premises shall be used as general  offices and for no other business or
purpose, without the prior written consent of Landlord.

The Premises  shall be provided in accordance  with Exhibit "B" attached  hereto
and made a part hereof.

1. TERM.  Landlord leases the Premises to Tenant, and Tenant hires and takes the
same from  Landlord for a term of four (4) years  commencing on the earlier date
to occur of (a) the  completion  of  construction  of the  Premises  by Landlord
pursuant  to  Exhibit  "B",  or (b) the day  Tenant  opens for  business  in the
Premises. Term to commence September 1, 1999.

         Landlord and Tenant hereby agree that in the event the demised premises
are  not  completed  and  possession  delivered  to  Tenant  on or  before  (not
applicable),  then and in that event this Lease  shall be deemed  null and void,
have no further force or effect, and any security deposit made herewith shall be
promptly returned to the Tenant.

2. RENT.  Tenant shall pay to Landlord,  at Landlord's office in the building or
to such  person  or at such  other  place  as  Landlord  may  from  time to time
designate, as rental for the Premises, without offset or deduction and in lawful
money of the United  States,  the sum of  ($55,201.44)  Fifty-Five  Thousand Two
Hundred One and 44/100 dollars ($4,600.12 per month) per annum, payable in equal
monthly  installments  in advance on or before the first day of each  successive
calendar  month  during  the term  hereof.  Rent for a  partial  month  shall be
prorated on the basis of a thirty (30) day month and paid at the commencement of
such partial month.  Landlord  acknowledges  receipt from Tenant of rent for the
first full month of the term of this lease.  The rental for which  provision  is
hereinabove  made shall be adjusted as of January 1 of each year during the term
of this lease to reflect any change in the cost of living.  Adjustments shall be
calculated  on the basis of the Los  Angeles-Long  Beach  Metropolitan  Area All
Items  Consumer  Price Index (the "Index")  1982-100  Standard  Reference  Base,
published by the Bureau of Labor  Statistics by the United States  Department of
Labor.  Such  adjustment  shall be made by  multiplying  the  rental  for  which
provision is hereinabove made by a fraction, the numerator of which is the Index
as of the December  immediately  preceding such January 1 and the denominator of
which is the Index for the month the term of this lease commences.  If the Index
for any December  shall not be published,  the official  index  published by the
Bureau  of Labor  Statistics  (or any  successor  agency)  which is most  nearly
equivalent to the Index shall be substituted.

3. SECURITY  DEPOSIT.  Tenant has paid to Landlord upon  execution of this lease
the sum of ($4,600.00)  Four Thousand Six Hundred and 00/100 dollars as security
for the

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performance  of  Tenant's  obligations  hereunder.  In the event of  default  by
Tenant,  Landlord  at its option  may apply  such part of the  deposit as may be
necessary to cure the default, and if Landlord does so, Tenant shall upon demand
redeposit with Landlord an amount equal to that so applied so that Landlord will
have the full  security  deposit  on hand at all times  during  the term of this
lease.  Upon the  termination of this Lease  (provided  Tenant is not in default
hereunder)  Landlord  shall refund to Tenant any then  remaining  balance of the
deposit  without  liability  whatsoever  for  payment of  interest on any monies
deposited or redeposited by Tenant pursuant to this Article.

4.  UTILITIES AND SERVICES.  Landlord  agrees to furnish  reasonable  amounts of
heat, air conditioning, water, normal electrical service, (Landlord reserves the
right to separately  meter  electrical  service and Tenant agrees to pay monthly
charges)  elevator  service  and  janitorial  service  (five days a week) to the
Premises  during the hours that the Building is open as provided by Exhibit "C".
Landlord shall not be liable for any injury, damage,  inconvenience or otherwise
which  may  arise or  result  should  the  furnishing  of any such  services  be
interrupted or prevented by fire, accident, strike, riot, Act of God, the making
of necessary  repairs or improvements,  or any other cause beyond the reasonable
control  or  prevention  of  Landlord,  nor  shall  the rent  payable  by Tenant
hereunder  abate.  Wherever  heat  generating  machines or equipment are used by
Tenant in the prmises which affect the temperature  otherwise  maintained by the
air conditioning  system,  Landlord reserves the right to install  supplementary
air conditioning units in the Premises and the cost thereof,  including the cost
of installation and the cost of operation and maintenance thereof, shall be paid
by Tenant to Landlord upon demand by Landlord.

5. MAINTENANCE, REPAIR AND ALTERATIONS. Tenant shall at its expense keep in good
order,  condition  and state of repair all  portions of the  Premises,  with the
exception of the structural  portions thereof which shall be the  responsibility
of Landlord. Tenant shall reimburse Landlord on demand for the cost of repairing
any damage to the  Premises or the Building  caused by Tenant or its  employees,
agents or invitees. In the event Tenant fails to comply with the requirements of
this  Section,  Landlord  may effect  such  maintenance  and repair and the cost
thereof with interest at 10% per annum shall be immediately  payable to Landlord
as additional rent.

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Tenant shall not make any alterations, additions or improvements to the Premises
or any part thereof without first obtaining  Landlord's  prior written  consent.
Landlord may make any repairs,  alterations or  improvements  which Landlord may
deem  necessary for the  preservation,  safety or improvement of the Premises or
the Building.  All alterations,  additions and improvements made by Tenant shall
become the property of Landlord upon the making thereof and shall be surrendered
to Landlord upon the expiration of this lease or, at Landlord's election,  shall
be removed (with all damage caused by such removal being  repaired) by Tenant at
its sole cost and expense and with all due diligence.

6.  ACCESS.  Landlord and its agents shall have the right to enter into and upon
the Premises at all reasonable  times for the purpose of  inspecting,  cleaning,
repairing,  altering or improving the Premises or the Building.  Landlord  shall
have the right to show the  premises to  prospective  Tenants  during the ninety
(90) day period prior to the expiration of the term of this Lease and shall have
the right at all reasonable times to show the Premises to prospective Purchasers
of and lenders upon the Building.

7.  DAMAGE OR  DESTRUCTION.  In the event of a partial  destruction  of the said
premises during the said term, from any cause,  Landlord shall forthwith  repair
the same,  provided  such  repairs can be made within  sixty (60) days under the
laws and regulations of State, County or Municipal authorities, but such partial
destruction shall in no wise annul or void this Lease,  except that Tenant shall
be entitled to a  proportionate  deduction  of rent while such repairs are being
made,  such  proportionate  deduction  to be based  upon the extent to which the
making of such repairs shall interfere with the business carried on by Tenant in
the said premises.  If such repairs cannot be made in sixty (60) days,  Landlord
may, at his option, make same within a reasonable time, this Lease continuing in
force and effect and the rent to be proportionately rebated as aforesaid in this
article  provided.  In the event  that  Landlord  does not so elect to make such
repairs which cannot be made in sixty (60) days, or such repairs  cannot be made
under such laws and  regulations,  this Lease may be terminated at the option of
either party. In respect to any partial  destruction which Landlord is obligated
to repair or may elect to repair under the terms of this Article the  provisions
of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil
Code of the State of  California  are  waived by  Tenant.  In the event that the
building in which the demised  premises  may be  situated  be  destroyed  to the
extent of not less than  thirty-three  and one third  (33-1/3%)  percent  of the
replacement  cost thereof,  Landlord may elect to terminate this Lease,  whether
the demised  premises be injured or not. A total  destruction of the building in
which the said premises may be situated shall terminate this Lease.

8. CONDEMNATION.  In the event the premises, or any part thereof, shall be taken
by any  exercise  of the right of  eminent  domain or by action of any public or
other  authority  during this Lease or any  extension  thereof,  then this Lease
shall  terminate at the election of the Landlord,  and if the Landlord shall not
so elect to  terminate  this  Lease  then the  rental  shall be  proportionately
adjusted.  The Landlord  reserves all rights to damages to said premises and the
leasehold  hereby created,  hereafter  accruing by reason of any exercise of the
right of eminent domain, or by reason of anything lawfully done and in pursuance
of any public or other authority; and by way of confirmation,  the Tenant grants
to the  Landlord  all of the  Tenant's  rights to such damage and  covenants  to
execute  and deliver  such  further  instruments  of  assignment  thereof as the
Landlord may from time to time request.

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9.  INDEMNIFICATION OF LANDLORD -- LIABILITY  INSURANCE BY TENANT.  Tenant, as a
material part of the  consideration to be rendered to Landlord under this Lease,
hereby  waives  all  claims  against  Landlord  for  damage to goods,  wares and
merchandise  in, upon or about said  premises  and for injuries to persons in or
about said  premises,  from any cause arising at any time;  and Tenant will hold
Landlord  exempt and  harmless  from any damage or injury to any person,  or the
goods,  wares,  and  merchandise  or any  person,  arising  from  the use of the
premises by Tenant,  or from the failure of Tenant to keep the  premises in good
condition and repair, as herein provided.

         During the entire term of this Lease, the Tenant shall, at the Tenant's
sole cost and  expense,  but for the mutual  benefit  of  Landlord  and  Tenant,
maintain general public liability  insurance against claims for personal injury,
death or property damage occurring in, upon or about the demised premises and on
any  sidewalks  directly  adjacent to the demised  premises.  The  limitation of
liability of such insurance shall be not less than Two hundred  thousand dollars
($200,000.00)  in  respect to injury or death of one  person,  and not less than
Five hundred thousand  dollars  ($500,000.00) in respect to any one accident and
not less than Fifty thousand dollars ($50,000.00) in respect to property damage.
All such  policies  of  insurance  shall be  issued  in the name of  Tenant  and
Landlord and for the mutual and joint benefit and protection of the parties, and
such policies of insurance or copies thereof shall be delivered to the Landlord.

10.  ASSIGNMENT  AND  SUBLETTING.  Tenant  shall not assign this  Lease,  or any
interest therein, and shall not sublet the demised premises or any part thereof,
or any right or privilege  appurtenant  thereto, or permit any other person (the
agents and servants of Tenant  excepted) to occupy or use the demised  premises,
or any portion thereof, without first obtaining the written consent of Landlord.
Consent by Landlord to one assignment,  subletting, occupation or use by another
person  shall  not be  deemed  to be a  consent  to any  subsequent  assignment,
subletting,  occupation or use by another person. Consent to an assignment shall
not  release  the  original  named  Tenant  from  liability  for  the  continued
performance  of the  terms and  provisions  on the part of Tenant to be kept and
performed,  unless Landlord  specifically  and in writing  releases the original
named Tenant from said liability. Any assignment or subletting without the prior
written  consent of Landlord shall be void and shall, at the option of Landlord,
terminate this Lease. This Lease shall not, nor shall any interest  therein,  be
assignable,  as to the interest of Tenant, by operation of Law without the prior
written consent of Landlord.  Landlord  agrees not to unreasonably  withhold its
consent to any assignment or subletting by Tenant.

11. DEFAULT. Each of the following shall be deemed an "Act of Default" by Tenant
and a material  breach of the Lease:  (a) Tenant shall fail to pay the rental or
any other sum payable  hereunder for a period of three days after written notice
by  Landlord;  or (b) Tenant  shall fail to observe,  keep or perform any of the
other terms, covenants, agreements or conditions herein that Tenant is obligated
to observe or perform for a period of twenty (20) days after  written  notice by
Landlord; or (c) Tenant shall become bankruptcy or insolvent, or make a transfer
in fraud of  creditors,  or make an  assignment  for the benefit of creditors or
take or have taken against Tenant any proceeding of any kind under any provision
of the  Federal  Bankruptcy  Act or  under  any  other  insolvency,  bankruptcy,
reorganization  of similar act; or (d) A receiver is appointed for a substantial
part of the  assets  of  Tenant;  or (e)  Tenant  shall  vacate or  abandon  the
premises.


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         In the event the Act of Default specified in the notice provided for in
clause (b) above is of such a type that it cannot be cured or  corrected  within
said thirty (30) day period, then Tenant shall not be in default hereunder if it
shall commence the correct of such default so specified  within said thirty (30)
day period and diligently prosecutes the same to completion.

         If Tenant commits an Act of Default  hereunder,  Landlord,  at any time
thereafter and without waiving any other rights available to Landlord, at law or
in equity,  may: (i) If Landlord does not terminate Tenant's right to possession
even though  Tenant has  breached  this Lease and/or  vacated or  abandoned  the
premises,  enforce  all of  Landlord's  rights and  remedies  under this  Lease,
including the right to recover rent as it becomes due under this Lease;  or (ii)
Declare the term hereof ended, re-enter the premises, with or without process of
law, and remove all persons  therefrom.  In this event Tenant shall be liable to
Landlord  in an amount  equal to the  "worth at the time of the  award" (as said
term  is  defined  in  Section  1951.2,  Subdivision  (b) of the  Civil  Code of
California)  and the then  unpaid rent for the balance of the term of this Lease
to the extent it exceeds the amount of any rental toss that Tenant  proves could
be reasonably avoided.

         The  remedies  granted to Landlord in the event of an Act of Default by
Tenant are  nonexclusive of any other legal remedies or rights  available in law
or equity to  Landlord.  No act of Landlord  shall be deemed an act  terminating
this Lease or declaring  the Lease term ended unless a written  notice is served
upon Tenant by Landlord  expressly setting forth therein that Landlord elects to
terminate this Lease or to declare the term ended.

12.  SURRENDER  OF LEASE.  The  voluntary  or other  surrender  of this Lease by
Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at
the  option  of  Landlord,   terminate   all  or  any  existing   sub-leases  or
sub-tenancies,  or may, at the option of Landlord,  operate as an  assignment to
him of any or all of such sub-leases or sub-tenancies.

13. FREE FROM LIENS.  Tenant shall keep the demised premises and the property in
which the demised  premises are situated  free from any liens arising out of any
work performed, material furnished, or obligation incurred by Tenant.

14. ABANDONMENT.  Tenant shall not vacate or abandon the demised premises at any
time  during the term of this  Lease;  and if Tenant  shall  abandon,  vacate or
surrender,  the  demised  premises  or be  dispossessed  by process  of law,  or
otherwise,  any  personal  property  belonging to Tenant and left on the demised
premises shall be deemed to be abandoned at the option of Landlord,  except such
property as may be mortgaged to Landlord.

15.  SUBORDINATION,  ATTORNMENT.  Upon request of the  Landlord,  Tenant will in
writing  subordinate its rights hereunder to the lien of any first mortgage,  or
first  deed  of  trust,  to  any  bank,   insurance  company  or  other  lending
institution,  now or hereafter  in force  against the land and building of which
the demised premises are a part, and upon any building hereafter placed upon the
land of which demised premises are a part, and to all advances made or hereafter
to be made upon the security thereof.

         In the event any  proceedings  are brought for  foreclosure,  or in the
event of the  exercise of the power of sale under any  mortgage or deed of trust
made by the  Landlord  covering  the

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demised premises, the Tenant shall at the option of the purchaser, attorn to the
purchaser upon any such  foreclosure or sale and recognize such purchaser as the
Landlord under this Lease.

         The provisions of this Article to the contrary notwithstanding,  and so
long as Tenant is not in  default  hereunder,  this Lease  shall  remain in full
force and effect for the full term hereof.

         Within 10 (ten) days after  request  therefore by  Landlord,  or in any
event that upon any sale, assignment or hypothecation of the demised premises or
the land thereunder by the Landlord,  an offset statement shall be required from
Tenant,  Tenant agrees to deliver in recordable form a certificate  addressed to
any such proposed mortgagee or purchaser or to the Landlord certifying that this
Lease is in full  force and  effect  (if such be the case) and that there are no
differences or offsets thereto or stating those claimed by Tenant.

16.  NOTICES.  Wherever  in this Lease it shall be required  or  permitted  that
notice and demand be given or served by either  party to this Lease to or on the
other, such notice or demand shall be given or served and shall not be deemed to
have been duly given or served  unless in writing and  forwarded by certified or
registered mail, addressed as follows:

TO:      Landlord                           TO:      Tenant

AT:      2932 Wilshire Blvd., #204          AT:      5855 Green Valley Circle #2
         Santa Monica, CA  90403                     Culver City, CA  90230

Either  party  may  change  such  address  by  written  notice by  certified  or
registered mail to the other.

17. ATTORNEY FEES. Should either party institute legal  proceedings  against the
other arising out of this contract,  the  prevailing  party shall be entitled to
reasonable attorney's fees, to be fixed by the court in the said action.

18.  SIGNS.  Tenant  shall  not  place or  maintain  or  permit  to be placed or
maintained  (and shall promptly  remove any that may be placed) (i) any signs or
advertising  of any kind  whatsoever  on the  exterior of the Building or on any
exterior  windows of the Building or  elsewhere  within the Premises so as to be
visible  from  the  exterior  of the  Building,  or on  the  interior  walls  or
partitions,  including  doorways,  of the  Premises  visible  from the  elevator
lobbies,  public  hallways or other  public areas of the  Building,  except such
numerals  and  lettering  on  doorways of the  Premises  as may be approved  and
permitted by Landlord  (and  Landlord  shall have the right to specify the size,
design,  content,  materials to be used and location  upon said  doorways of any
such  numerals  and  lettering),  and (ii) any  awnings  or other  structure  or
material or machinery or  equipment  of any kind  whatsoever  on the exterior or
extending  to the  exterior of the  Building,  or on the outside of any interior
wall or partition  separating  the Premises from other  portions or areas of the
Building.

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19.  REIMBURSEMENT  FOR INCREASES IN REAL ESTATE TAXES AND OPERATING  COSTS.  As
used  herein,  the term "Base Year" shall mean the  calendar  year 1999.  In the
event the  building  is not in full  operation  for the entire  Base  Year,  the
Operating  Expenses  for the  period of  operation  and for the  portion  of the
building actually in operation during the Base Year shall be considered in order
to  determine  and project  the  Operating  Expenses  for the full Base Year for
purposes of this Paragraph 19. For purposes of this lease,  the term  "Operating
Expenses"  shall  mean the costs and  expenses  for the  operation,  management,
repair  or  maintenance  of the  building  and  the  parking  and  other  common
facilities  operated or used in  conjunction  therewith as if the building  were
fully occupied,  and shall include,  but not be limited to, the following:  real
estate  taxes  and  assessments;  public  liability,  rental  interruption,  and
property damage  insurance in such amounts as Landlord shall determine from time
to time;  personal  property  taxes  levied or assessed on personal  property of
Landlord  used in  connection  with the  building  or  parking  or other  common
facilities;  and  maintenance and operating  charges  (including an allowance to
Landlord for Landlord's supervision and management) with respect to the building
or parking or other common facilities operated or used in connection  therewith.
Tenant  hereby  agrees to pay to  Landlord  as  additional  rental  9.2 % of any
increase  in  Operating  Expenses  over those for the Base Year.  Commencing  on
January 1 of the calendar  year  immediately  following the Base Year and on the
first day of each month thereafter  during the term of this lease.  Tenant shall
pay to  Landlord  an estimate of any such  increase  reasonably  anticipated  by
Landlord at the rate of 1/12th of  Tenant's  share of such  estimated  increase.
Appropriate  adjustment shall be made yearly during the term of this lease based
upon a statement to be furnished  to Tenant by Landlord  following  the close of
each calendar year after the Base Year.  Each such statement shall set forth any
increase in Operating Expenses for the particular calendar year in question, and
the  aggregate  of  monthly  payments  by Tenant  on  account  thereof.  If such
statement  reflects  any such  increase  which has not been paid to  Landlord by
Tenant by means of the monthly  payments,  then  Tenant  shall pay the amount of
such deficiency within thirty (30) days after the date such statement was mailed
to Tenant.  If such statement  reflects an overpayment by Tenant,  then Landlord
shall  credit  Tenant  with the amount of such  overpayment  against the monthly
payments  thereafter  due from Tenant on account of any  increase  in  Operating
Expenses. Tenant's obligations pursuant to this Paragraph 19 shall be determined
on a  non-cumulative  basis each calendar  year  following the Base Year without
regard to any  amounts  paid or  payable  by Tenant  with  respect  to any other
calendar year following the Base Year.

20. PERSONAL PROPERTY TAXES. Tenant shall pay, before  delinquency,  any and all
taxes and  assessments  on fixtures,  furnishings,  equipment and other personal
property  to be  assessed  and  billed  separately  from  the real  property  of
Landlord.  In the  event  any or all  of  the  Tenant's  fixtures,  furnishings,
equipment  and other  personal  property  shall be  assessed  and taxed with the
Landlord's  real  property,  the Tenant  shall pay to Landlord its share of such
taxes  within ten (10) days after  delivery to Tenant by Landlord of a statement
in writing  setting  forth the amount of such taxes  applicable  to the Tenant's
property.

21.  QUIET  ENJOYMENT.  Landlord  agrees  that  Tenant,  upon  payment  of rent,
additional  rent,  and all other sums of money  required  hereby and the due and
punctual  performance of all of Tenant's  covenants and  obligations  under this
Lease shall have the quiet and undisturbed possession of the Premises.

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22. RULES AND REGULATIONS.  The rules and regulations attached hereto and marked
Exhibit "C", as well as such rules and  regulations  as may hereafter be adopted
by  Landlord  for the  safety,  care and  cleanliness  of the  premises  and the
preservation of good order thereon, are hereby expressly made a part hereof, and
Tenant agrees to obey all such rules and regulations.

23.  HOLDING  OVER.  Any holding over after the  expiration  of the term of this
lease,  with the consent of  Landlord,  shall be  construed to be a tenancy from
month to month,  cancellable  upon thirty  (30) days  written  notice,  and at a
rental and upon terms and conditions as existed during the last year of the term
hereof.

24. PARKING AND COMMON  FACILITIES.  Landlord  covenants that upon completion of
the office  building an area equal to the common and  parking  areas as shown in
the  attached  Exhibit "D",  which is made a part hereof,  shall be at all times
available for the non-exclusive use of Tenant during the full term of this Lease
or any  extension of the term hereof,  provided that the  condemnation  or other
taking by any public authority,  or sale in lieu of condemnation,  of any or all
of such  common and  parking  areas shall not  constitute  a  violation  of this
covenant.  Landlord  reserves the right to change the entrance,  exits,  traffic
lanes and the boundaries and locations of such parking area or areas:  provided,
however, that anything to the contrary notwithstanding contained in this Article
24, said parking area or areas shall at all times be equal or equivalent to that
shown on the attached Exhibit "D".

     (a)  Prior to the date of  Tenant's  occupation  of the  demised  premises,
          Landlord  shall  cause  said  common and  parking  area or areas to be
          graded,  blacktopped,  lighted and appropriately marked and landscaped
          at no expense to Tenant.

     (b)  The Landlord shall keep said  automobile  parking and common areas and
          pole sign in a neat, clean and orderly condition, properly lighted and
          landscaped, and shall repair any damage to the facilities thereof.

25. COMPLIANCE WITH LAWS. Tenant shall, at his sole cost and expense comply with
all of the requirements of all municipal,  state and federal  authorities now in
force or which may hereafter be in force pertaining to the use of said premises,
and shall faithfully observe in said use all Municipal  ordinances and State and
Federal statutes now in force or which shall hereafter be in force. The judgment
of any  Court of  competent  jurisdiction,  or the  admission  of  Tenant in any
action,  or proceeding  against Tenant,  whether  Landlord be a party thereto or
not,  that Tenant has violated  any such order or statute in said use,  shall be
conclusive of that fact as between the Landlord and Tenant.

         Tenant shall not commit, or suffer to be committed,  any waste upon the
demised  premises,  or any  nuisance or other act or thing which may disturb the
quiet enjoyment of any Tenant in the building in which the demised  premises may
be located.

26. SUCCESSORS IN INTEREST. The covenants herein contained shall, subject to the
provisions as to assignment, apply to and bind the heirs, successors, executors,
administrators  and  assigns of all the parties  hereto;  and all of the parties
hereto shall be jointly and severally liable hereunder.

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27. TENANT'S PERFORMANCE.  In the event Tenant shall fail within any time limits
which  may be  provided  herein  to  complete  any  work or  perform  any  other
requirement provided to be performed by Tenant prior to the commencement hereof,
or in the  event  Tenant  shall  cause a delay in the  completion  of any  work,
Landlord shall send Tenant written notice of said default and if said default is
not corrected within ten (10) days thereafter, Landlord shall have the option of
terminating this Lease by a written notice of termination and upon forwarding of
said notice this Lease shall cease and terminate.  Landlord shall be entitled to
retain as liquidated  damages all deposits made hereunder and such  improvements
as Tenant may have annexed to the realty that cannot be removed  without  damage
thereto.

28. FORCE MAJEURE. If either party hereto shall be delayed or prevented from the
performance  of any act required  hereunder  by reason of acts of God,  strikes,
lockouts,   labor  troubles,  in  ability  to  procure  materials,   restrictive
governmental  laws or  regulations  or other cause  without fault and beyond the
control of the party obligated (financial  inability  excepted),  performance of
such act shall be  excused  for the  period of the delay and the  period for the
performance  of any such act shall be extended  for a period  equivalent  to the
period of such delay;  provided,  however,  nothing in this Article 28 contained
shall  excuse  Tenant  from the prompt  payment  of any  rental or other  charge
required of Tenant  hereunder except as may be expressly  provided  elsewhere in
this Lease.

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

30. NONDISCRIMINATION AND NONSEGREGATION. The Tenant herein covenants by and for
itself,  its successors and assigns,  and all persons  claiming under or through
them,  and this Lease is made and  accepted  upon and  subject to the  following
conditions:  That there shall be no discrimination against or segregation of any
person or group of persons,  on account of sex,  marital  status,  race,  color,
religion,  creed,  national  origin,  or  ancestry,  in  the  leasing,  renting,
subleasing,  transferring,  use, occupancy, tenure, or enjoyment of the land and
improvements  herein leased nor shall the lessee itself,  or any person claiming
under or  through  it,  establish  or  permit  such  practice  or  practices  of
discrimination or segregation with reference to the selection, location, number,
use or occupancy of tenants, lessees, sublessees,  subtenants, or vendees in the
land and improvements herein leased.

31. LATE FEE. There. shall be a late fee of ten (10%) percent on all charges due
under the Lease  (rent,  HVAC,  etc.) which are  received in  Landlord's  office
postmarked more than ten (10) days after the due date.

32.  ASSIGNMENT  FEE.  Pursuant to Paragraph  10 of the Lease,  Tenant shall pay
Landlord a $350 assignment/subletting fee upon Landlord's consent thereto.

         IN WITNESS WHEREOF,  the parties have duly executed this Lease together
with the herein referred to Exhibits which are attached hereto, the day and year
first above written.

                                      -9-
<PAGE>

J & C ASSOCIATES I, LLC                     AMERICOMUSA, INC.


By /s/ Steven K. Jones                      /s/ Gary Hogue
  -------------------------                 -----------------------------
       "Landlord"                               "Tenant"
Steven K. Jones                             By: /s/ Gary Hogue
Managing Member                             Its: Chief Operating Officer


                                      -10-

<PAGE>

2932 Wilshire Blvd., Suite 204, Santa Monica, Calif.  90403
(310) 264-1750 - Fax (310) 264-1756


December 14, 1999


Americomusa, Inc.
5855 Green Valley Circle
Suite 206
Culver City, CA  90230

RE:  Lease Modification Agreement

Gentlemen:

This will  confirm our  understanding  and  agreement,  concerning  that certain
lease, dated August 12, 1999, by and between AMERICOMUSA, INC., as Tenant, and J
& C ASSOCIATES I, LLC, as Landlord,  for those certain  premises  known as Suite
216, 5855 Green Valley Circle, Culver City, CA, as follows:

1.       Some time in January,  2000, your premises shall be enlarged to include
         Suite 108, 5855 Green Valley Circle,  Culver City, CA, comprising 2,938
         r.s.f., as shown on Exhibit "A" attached hereto and made a part hereof.

2.       Your monthly rent shall increase from $4,600.12 to $8,860.22, effective
         three (3)  business  days after the date your  additional  premises are
         available for occupancy.

3.       Your share of operating  expenses per Paragraph 19 shall  increase from
         9.2% to 16.54%.

4.       Your security deposit shall increase from $4,600.00 to $9,000.00

5.       You agree to accept the new premises in "as is" condition.

6.       The  existing  tenant in Suite  108 is moving to Suite 210  immediately
         after  January 1, 2000 when that space becomes  available.  You will be
         notified  when Suite 108 is available  and agree to occupy the premises
         and the lease term will commence  three (3) business days after written
         notification.

7.       All other terms and conditions of the lease shall remain the same.

To  signify  your  full  understanding  and  agreement   concerning  this  Lease
Modification Agreement,  please sign below and return both copies to us. We will
execute and return one copy for your files.

<PAGE>

J & C ASSOCIATES I, LLC

                                                AGREED TO AND ACCEPTED
                                                this ____ day of December, 1999

Steven K. Jones                                 AMERICOMUSA, INC.
Managing Partner

                                                By: Authorized Signatory
                                                    ------------------------


                                                By: Authorized Signatory
                                                    ------------------------

                                      -2-