Exhibit 10.19

                      COMMERCIAL LEASE AND DEPOSIT RECEIPT

AGENCY  RELATIONSHIP  CONFIRMATION.  The following agency relationship is hereby
confirmed for this transaction and supersedes any prior agency election:

         LISTING AGENT:____________________________ is the agent of (check one):
                             (Print Firm Name)

[ ] the Lessor exclusively; or [ ] both the Lessee and the Lessor.

         LEASING  AGENT:  Richardson  Properties (if not the same as the Listing
                          ----------------------
                          (Print Firm Name)
Agent) is the agent of (check one):


[ ] the Lessee exclusively; or [ ] the Lessor exclusively; or [ ] both the
Lessee and the Lessor.

Note: This  confirmation  DOES NOT take the place of the AGENCY  DISCLOSURE form
which may be required by law.

RECEIVED  FROM  AmeriComUSA,  hereinafter  referred  to as  LESSEE,  the  sum of
$13,500.00  (Thirteen  thousand five hundred dollars),  evidenced by check, as a
deposit which will belong to Lessor and will be applied as follows:
<TABLE>
<CAPTION>

                                                                                                       Balance Due
                                                                                                        Prior to
                                                                       Total           Received         Occupancy
                                                                       -----           --------         ---------

<S>           <C>                                                    <C>               <C>                 <C>
Rent for the period from 1/1/2000 to 1/31/2000.............          $  6,000.00       $  6,000.00      $      0
Security deposit (not applicable toward last
month's rent)..............................................          $         0       $         0      $      0
Other......................................................          $  7,500.00       $  7,500.00      $      0
TOTAL......................................................          $ 13,500.00        $13,500.00      $      0
</TABLE>

In the event this Lease is not accepted by the Lessor  within 5 days,  the total
deposit received will be refunded.

Lessee  offers  to  lease  from  Lessor  the  premises  situated  in the City of
Unincorporated San Luis Obispo,  County of San Luis Obispo, State of California,
described  as 2nd floor  offices  located  at 825  Buckley  Rd.,  consisting  of
approximately 5,000 square feet, upon the following terms and conditions:

1.   TERM.  The term will commence on (date)  January 1, 2000, and end on (date)
     September 30, 2000.

2.   RENT.  The total rent will be  $63,000.00,  payable at $ [see par.  38] per
     month (based on first year's  rates)  payable on the 1st day of each month.
     All rents  will be paid to Lessor

<PAGE>

     or his or her authorized  agent,  at the following  address 825 Buckley Rd.
     San Luis  Obispo,  or at such other places as may be  designated  by Lessor
     from time to time.  In the event  rent is not paid  within 5 days after due
     date,  Lessee  agrees to pay a late charge of $ 5% plus interest at __% per
     annum on the delinquent  amount.  Lessee further agrees to pay  $__________
     for each  dishonored  bank  check.  The late  charge  period is not a grace
     period,  and Lessor is entitled to make written  demand for any rent if not
     paid when due.

3.   USE. The premises are to be used for the operation of computer internet web
     design  and  advertising.  ____________________________  and  for no  other
     purpose,  without prior written  consent of Lessor,  Lessee will not commit
     any waste upon the  premises,  or any nuisance or act which may disturb the
     quiet enjoyment of any tenant in the building.

4.   USES  PROHIBITED.  Lessee  will not use any  portion  of the  premises  for
     purposes other than those specified. No use will be made or permitted to be
     made upon the  premises,  nor acts done,  which will  increase the existing
     rate of insurance  upon the property,  or cause  cancellation  of insurance
     policies covering the property.  Lessee will not conduct or permit any sale
     by auction on the premises.

5.   ASSIGNMENT AND SUBLETTING.  Lessee will not assign this Lease or sublet any
     portion of the premises without prior written consent of the Lessor,  which
     will not be  unreasonably  withheld.  Any  such  assignment  or  subletting
     without  consent  will be void  and,  at the  option  of the  Lessor,  will
     terminate this Lease.

6.   ORDINANCES AND STATUTES. Lessee will comply with all statutes,  ordinances,
     and  requirements  of all municipal,  state and federal  authorities now in
     force,  or which may later be in force,  regarding the use of the premises.
     The  commencement  or  pendency  of any state or  federal  court  abatement
     proceeding  affecting  the use of the premises  will,  at the option of the
     Lessor, be deemed a breach of this Lease.

7.   MAINTENANCE,  REPAIRS,  ALTERATIONS.  Unless  otherwise  indicated,  Lessee
     acknowledges  that the premises are in good order and repair.  Lessee will,
     at his or her  own  expense,  maintain  the  premises  in a good  and  safe
     condition,  including plate glass,  electrical wiring, plumbing and heating
     and air conditioning installations,  and any other system or equipment. The
     premises  will be  surrendered,  at  termination  of the  Lease,  in as goo
     condition  as  received,  normal  wear and tear  excepted.  Lessee  will be
     responsible  for all repairs  required,  except the following which will be
     maintained  by  Lessor:  roof,  exterior  walls,   structural   foundations
     (including any  retrofitting  required by  governmental  authorities)  and:
     _________________________________________.  Lessee  |_| will,  |X| will not
     maintain  the  property  adjacent  to  the  premises,  such  as  sidewalks,
     driveways,  lawns,  and shrubbery,  which would  otherwise be maintained by
     Lessor.

                  No  improvement  or  alteration  of the premises  will be made
without the prior written  consent of the Lessor.  Prior to the  commencement of
any substantial repair, improvement,  or alteration,  Lessee will give Lessor at
least two (2) days  written  notice in order that  Lessor  may post  appropriate
notices to avoid any liability for liens.

                                      -2-

<PAGE>

8.       ENTRY AND  INSPECTION.  Lessee will permit Lessor or Lessor's agents to
         enter the premises at reasonable  times and upon reasonable  notice for
         the purpose of inspecting the premises,  and will permit Lessor, at any
         time within sixty (60) days prior to the  expiration of this Lease,  to
         place upon the premises any usual "For Lease" signs, and permit persons
         desiring to lease the  premises to inspect the  premises at  reasonable
         times.

9.   INDEMNIFICATION  OF  LESSOR.  Lessor  will not be liable  for any damage or
     injury to Lessee, or any other person, or to any property, occurring on the
     premises. Lessee agrees to hold Lessor harmless from any claims for damages
     arising out of Lessee's use of the  premises,  and to indemnify  Lessor for
     any expense incurred by Lessor in defending any such claims.

10.  POSSESSION.  If Lessor is unable to deliver  possession  of the premises at
     the  commencement  date set forth above,  Lessor will not be liable for any
     damage  caused by the delay,  nor will this Lease be void or voidable,  but
     Lessee  will not be liable  for any rent  until  possession  is  delivered.
     Lessee may terminate  this Lease if  possession  is not delivered  within 7
     days of the commencement term in Item 1.

11.  LESSEE'S  INSURANCE.  Lessee,  at his or her expense,  will maintain  plate
     glass, public liability,  and property damage insurance insuring Lessee and
     Lessor        with        minimum        coverage        as        follows:
     _________________________________________.  Lessee will provide Lessor with
     a Certificate of Insurance showing Lessor as additional insured. The policy
     will require ten (10) day's written notice to lessor prior to  cancellation
     or material change of coverage.

12.  LESSOR'S  INSURANCE.  Lessor will maintain  hazard  insurance  covering one
     hundred percent (100%) actual cash value of the improvements throughout the
     Lease term.  lessor's insurance will not insure Lessee's personal property,
     leasehold improvements, or trade fixtures.

13.  SUBROGATION.  To the maximum extent  permitted by insurance  policies which
     may be owned by the parties,  Lessor and Lessee waive any and all rights of
     subrogation against each other which might otherwise exist.

14.  UTILITIES. Lessee agrees that he or she will be responsible for the payment
     of all  utilities,  including  water,  gas,  electricity,  heat  and  other
     services  delivered to the premises,  except refer to  additional  terms on
     page 4 par. 38.

15.  SIGNS.  Lessee will not place,  maintain,  nor permit any sign or awning on
     any exterior  door,  wall,  or window of the  premises  without the express
     written consent of Lessor, which will not be unreasonably  withheld, and of
     appropriate governmental authorities.

16.  ABANDONMENT OF PREMISES.  Lessee will not vacate or abandon the premises at
     any time  during the term of this Lease.  If Lessee does  abandon or vacate
     the  premises,  or is  dispossessed  by process of law, or  otherwise,  any
     personal  property  belonging to Lessee left on the premises will be deemed
     to be abandoned, at the option of Lessor.

                                      -3-

<PAGE>

17.  CONDEMNATION.  If any part of the premises is condemned for public use, and
     a part remains which is  susceptible  of  occupation by Lessee,  this Lease
     will, as to the part taken, terminate as of the date the condemnor acquires
     possession.  Lessee will be required to pay such proportion of the rent for
     the  remaining  term as the value of the  premises  remaining  bears to the
     total value of the premises at the date of condemnation; provided, however,
     that either party may, at his or her option, terminate this Lease as of the
     date the condemnor acquires possession.  In the event that the premises are
     condemned  in whole,  or the  remainder is not  susceptible  for use by the
     Lessee,  this  Lease  will  terminate  upon the date  which  the  condemnor
     acquires  possession.  All sums  which may be  payable  on  account  of any
     condemnation  will belong solely to the Lessor;  except that Lessee will be
     entitled  to retain any  amount  awarded to him or her for his or her trade
     fixtures and moving expenses.

18.  TRADE FIXTURES.  Any and all  improvements  made to the premises during the
     term will belong to the Lessor, except trade fixtures of the Lessee. Lessee
     may, upon termination,  remove all his or her trade fixtures,  but will pay
     for all costs necessary to repair any damage to the premises  occasioned by
     the removal.

19.  DESTRUCTION  OF  PREMISES.  In the  event of a partial  destruction  of the
     premises during the term, from any cause except acts or omission of Lessee,
     Lessor will promptly repair the premises, provided that such repairs can be
     reasonably made within sixty (60) days. Such partial  destruction  will not
     terminate   this   Lease,   except  that  Lessee  will  be  entitled  to  a
     proportionate  reduction of rent while such  repairs are being made,  based
     upon the extent to which the  making of such  repairs  interferes  with the
     business of Lessee on the  premises.  If the repairs  cannot be made within
     sixty (60) days, this Lease may be terminated at the option of either party
     by giving  written  notice to the other  party  within  the sixty  (60) day
     period.

20.  HAZARDOUS  MATERIALS.  Lessee  will  not  use,  store,  or  dispose  of any
     hazardous substances upon the premises,  except the use and storage of such
     substances  that are  customarily  used in  Lessee's  business,  and are in
     compliance with all  environmental  laws.  Hazardous  substances  means any
     hazardous  waste,   substance  or  toxic  materials   regulated  under  any
     environmental laws or regulations  applicable to the property.  Lessee will
     be responsible for the cost of removal of any toxic contamination caused by
     lessee's use of the premises.

21.  INSOLVENCY.  The appointment of a receiver,  an assignment for the benefits
     of  creditors,  or the filing of a  petition  in  bankruptcy  by or against
     Lessee, will constitute a breach of this Lease by Lessee.

22.  DEFAULT. In the event of any breach of this Lease by Lessee, Lessor may, at
     his or her  option,  terminate  the Lease and  recover  from Lessee (a) the
     worth at the time of award of the unpaid  rent which had been earned at the
     time of  termination,  (b) the worth at the time of award of the  amount by
     which the unpaid rent which would have been earned after  termination until
     the time of the  award  exceeds  the  amount of such  rental  loss that the
     Lessee proves could have been reasonably avoided; (c) the worth at the time
     of award of the amount by which the unpaid rent for the balance of the term
     after the time of award

                                      -4-

<PAGE>

     exceeds  the amount of such  rental  loss that the Lessee  proves  could be
     reasonably avoided; and (d) any other amount necessary to compensate Lessor
     for all the detriment proximately caused by the Lessee's failure to perform
     his or her  obligations  under the Lease or which in the ordinary course of
     things would be likely to result therefrom.

         Lessor may, in the alternative,  continue this Lease in effect, as long
as Lessor  does not  terminate  Lessee's  right to  possession,  and  Lessor may
enforce all of Lessor's rights and remedies under the Lease, including the right
to recover the rent as it becomes  due under the Lease.  If said breach of Lease
continues, Lessor may, at any time thereafter, elect to terminate the Lease.

         These  provisions  will not limit any other  rights or  remedies  which
Lessor may have.

                                      -5-

<PAGE>

23.  SECURITY.  The security deposit will secure the performance of the Lessee's
     obligations.  Lessor  may,  but  will not be  obligated  to,  apply  all or
     portions  of the deposit on account of  Lessee's  obligations.  Any balance
     remaining upon termination will be returned to Lessee. Lessee will not have
     the right to apply the  security  deposit in  payment  of the last  month's
     rent.

24.  DEPOSIT REFUNDS.  The balance of all deposits will be refunded within three
     (3) weeks (or as  otherwise  required  by law),  from  date  possession  is
     delivered  to  Lessor  or his  or her  authorized  agent,  together  with a
     statement showing any charges made against the deposits by Lessor.

25.  ATTORNEY  FEES.  In any action or  proceeding  involving a dispute  between
     Lessor and Lessee arising out of this Lease,  the prevailing  party will be
     entitled to reasonable attorney fees.

26.  WAIVER.  No  failure  of Lessor to  enforce  any term of this Lease will be
     deemed to be a waiver.

27.  NOTICES.  Any notice which either party may or is required to give, will be
     given by mailing the notice, postage prepaid, to Lessee at the premises, or
     to Lessor at the address shown in Item 2, or at such other places as may be
     designated  in writing by the  parties  from time to time.  Notice  will be
     effective five (5) days after  mailing,  or on personal  delivery,  or when
     receipt is acknowledged in writing.

28.  HOLDING OVER. Any holding over after the expiration of this Lease, with the
     consent of Owner,  will be a  month-to-month  tenancy at a monthly  rent of
     $7,500.00,  payable in advance and  otherwise  subject to the terms of this
     Lease.  as  applicable,  until either party will  terminate  the tenancy by
     giving the other party thirty (30) days written notice.

29.  TIME. Time is of the essence of this Lease.

30.  HEIRS,  ASSIGNS,  SUCCESSORS.  This Lease is binding upon and inures to the
     benefit of the heirs, assigns, and successors of the parties.

31.  TAX  INCREASE.  In the event there is any  increase  during any year of the
     term of this Lease in real  estate  taxes over and above the amount of such
     taxes  assessed  for the tax  year  during  which  the  term of this  Lease
     commences,  Lessee  will  pay to  Lessor  an  amount  equal to n/a % of the
     increase in taxes upon the land and  building in which the leased  premises
     are  situated.  In the event  that such taxes are  assessed  for a tax year
     extending  beyond the term of the Lease,  the  obligation of Lessee will be
     prorated.  Lessee will not be responsible  for any tax increase  occasioned
     solely by a sale or transfer of the premises by Lessor.

32.  COST OF LIVING  INCREASE.  The rent provided for in Item 2 will be adjusted
     effective  upon  the  first  day of the  month  immediately  following  the
     expiration of 12

                                      -6-

<PAGE>

     months from date of  commencement  of the term,  and upon the expiration of
     each 12 months thereafter,  in accordance with charges in the U.S. Consumer
     Price Index for |_| All Urban Consumers (1982-84=100), or |_| (other index)
     n/a n/a  ("CPI").  The monthly rent will be increased to an amount equal to
     the  monthly  rent  set  forth  in Item 2,  multiplied  by a  fraction  the
     numerator  of which is the CPI for the second  calendar  month  immediately
     preceding the adjustment  date, and the denominator of which is the CPI for
     the second  calendar month  preceding the  commencement  of the Lease term;
     provided,  however,  that the monthly rent will not be less than the amount
     set forth in Item 2.

33.  OPTION TO RENEW.  Provided that Lessee is not in default in the performance
     of this  Lease,  Lessee  will  have the  option  to renew  the Lease for an
     additional  term of n/a months  commencing at the expiration of the initial
     Lease term.  All of the terms and conditions of the Lease will apply during
     the renewal  term,  except  that the monthly  rent will be the sum of $ n/a
     which will be adjusted after commencement of the renewal term in accordance
     with the cost of living increase provision set forth in Item 32.

                  The option will be exercised by written notice given to Lessor
         not less than __ days  prior to the  expiration  of the  initial  Lease
         term.  If notice is not given  within the time  specified,  this Option
         will expire.

34.  AMERICANS WITH  DISABILITIES  ACT. The parties are alerted to the existence
     of the Americans With Disabilities Act, which may require costly structural
     modifications.  The  parties  are  advised to consult  with a  professional
     familiar with the requirements of the Act.

35.  LESSOR'S  LIABILITY.  In the  event  of a  transfer  of  Lessor's  title or
     interest to the property during the term of this Lease,  Lessee agrees that
     the grantee of such title or  interest  will be  substituted  as the Lessor
     under this Lease,  and the original  Lessor will be released of all further
     liability, provided, that all deposits will be transferred to the grantee.

36.  ESTOPPEL CERTIFICATE.

          (a)  On ten (10) days' prior written  notice from Lessor,  Lessee will
               execute,  acknowledge,  and  deliver  to  Lessor a  statement  in
               writing: [1] certifying that this Lease is unmodified and in full
               force and effect  (or,  if  modified,  stating the nature of such
               modification  and certifying that this Lease, as so modified,  is
               in full force and effect),  the amount of any  security  deposit,
               and the date to which  the rent  and  other  charges  are paid in
               advance,  if any;  and [2]  acknowledging  that there are not, to
               Lessee's  knowledge,  any uncured defaults the part of Lessor, or
               specifying  such defaults if any are claimed.  Any such statement
               may be  conclusively  relied  upon by any  prospective  buyer  or
               encumbrancer of the premises.

          (b)  At Lessor's  option,  Lessee's  failure to deliver such statement
               within such time will be a material  breach of this Lease or will
               be conclusive  upon Lessee:  [1] that this Lease is in full force
               and effect,  without modification except as may be represented by

                                      -7-

<PAGE>

               Lessor,  [2] that  there  are no  uncured  defaults  in  Lessor's
               performance; and [3] that not more than one month's rent has been
               paid in advance.

          (c)  If Lessor desires to finance, refinance, or sell the premises, or
               any part thereof, Lessee agrees to deliver to any lender or buyer
               designated by Lessor such  financial  statements of Lessee as may
               be  reasonably  required by such lender or buyer.  All  financial
               statements  will be received by the Lessor or the lender or buyer
               in confidence and will be used only for the purposes set forth.

                                      -8-

<PAGE>


37.  ENTIRE  AGREEMENT.  The foregoing  constitutes the entire agreement between
     the parties and may be modified only in writing signed by all parties.  The
     following exhibits are a part of this Lease.

Exhibit A:  Additional terms and conditions.
Exhibit B:____________________________________________________________________
Exhibit C:____________________________________________________________________

38.      ADDITIONAL TERMS AND CONDITIONS.

         Attached Exhibit A

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


The  undersigned  Lessee  acknowledges  that he or she has  thoroughly  read and
approved each of the provisions contained in this Offer, and agrees to the terms
and conditions specified.

Lessee /s/ Lorne Cezar            Date 1/5/2000  Lessee             Date
      -------------------------                        ------------     --------
      AmeriComUSA, by:  Lorne Cezar

Receipt for deposit acknowledged by _______________________________ Date________


                                      -9-

<PAGE>

                                   ACCEPTANCE

The  undersigned  Lessor  accepts  the  foregoing  Offer and agrees to lease the
premises on the terms and conditions set forth above.

NOTICE:  The amount or rate of real estate commissions is not fixed by law. They
are set by each broker  individually and may be negotiable between the owner and
broker.

         The Lessor agrees to pay to Richardson  Properties,  the Broker in this
transaction, the sum of $3,150.00 for services rendered and authorizes Broker to
deduct said sum from the deposit received from Lessee.

         In the event the Lease is extended for a definite  period of time or on
a month-to-month basis after expiration of the original term, Lessor will pay to
Broker an  additional  commission  of 5% of the total  rental  for the  extended
period.  This  commission  will be due and  payable at the  commencement  of the
extended  period if for a fixed term, or if on a  month-to-month  basis,  at the
termination of Lessee's occupancy or one year, whichever is earlier.

         In any action for commission,  the prevailing party will be entitled to
reasonable attorney fees.

Lessor /s/ Alan Strasbaugh    Date 1-4-00     Lessor___________     Date________
      -----------------------
       Alan Strasbaugh


Lessee acknowledges receipt of a copy of the accepted Lease on (date) __________
[___][___]
(initials)


                                      -10-

<PAGE>


                             ADDENDUM NO. Exhibit A

To Agreement dated 12/21/99  between  Strasbaugh,  and  AmericomUSA,  concerning
property located at 825 Buckley Rd, San Luis Obispo.

The parties agree as follows:

These additional terms and conditions are incorporated into the lease agreement:

1-   Lease period to be for nine (9) months beginning January 1, 2000 and ending
     on September  30, 2000 at which time lessee shall vacate the space unless a
     hold over or a lease extension has been agreed upon by both parties.

2-   Rent  schedule  shall be as  follows:  $6,000.00  per month for the  months
     January,  February,  March and $7,500.00  per month for months April,  May,
     June, July, August, & September of the year 2000.

3-   Lease shall include:

         A-     The use of the lobby/reception  area, including the receptionist
                and large restrooms for receiving  guests.  Lessee's  employee's
                shall use the northeast corner access door.

         B-     Use of the TEXAS conference room on a shared basis with lessor.

         C-     Use of lessors shipping and receiving  facilities including fork
                lift  on  a  limited  basis  at  lessor's  discretion.  Lessor's
                employees will operate the fork lifts.

         D-     Lessee  shall  have  use of  office  furniture  (desks,  phones,
                chairs) now in place in the space.  Lessee shall have use of the
                T-1  phone  lines.  Any  additional  costs or  charges  incurred
                because of  Lessee's  use of the T-1 lines  shall be paid for by
                Lessee.

         E-     Lessor will be responsible  for all  electricity,  heating,  air
                conditioning, building maintenance, building insurance and taxes
                imposed on lessor's property. Lessor will not be responsible for
                any phone charges or costs incurred by lessee.

4-   Parking:  Lessee  will share with  lessor,  parking on the east side of the
     facility.  Lessee  will not use  parking  on the south or west sides of the
     facility.

5-   Janitorial services: Lessor will not pay for or provide janitorial services
     for  lessee's  space.  Lessee  shall  maintain  lessee's  space  in a clean
     condition.

6-   Unless otherwise agreed upon by lessee and lessor,  lessee shall vacate the
     space no later then October 7, 2000.

                                      -11-
<PAGE>

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

This Addendum,  upon its execution by both parties,  is made a part of the above
Agreement.

Seller/Lessor /s/ Strasbaugh                                    Date 1-5-00
             ----------------------------------------------
                           Strasbaugh
Seller/Lessor                                                   Date
             -----------------------------------------------        ------------

Buyer/Lessee /s/ Robert M. Cezar for AmericomUSA, Inc.          Date 1-5-2000
            ------------------------------------------------
                           AmericomUSA
Buyer/Lessee                                                    Date
            -------------------------------------------------       ------------


                                      -12-