DESIGNARTS

                      25 MAIN STREET - CHICO, CALIFORNIA

                               LEASE  AGREEMENT

This Lease, made between GoOn-Line.com, Inc. hereinafter referred to as
Lessee, and Design Arts, Building Associates, hereinafter referred to as
Lessor, provides as follows:

1. USE AND PREMISES

Lessor hereby leases to Lessee, and Losses hires from Lessor, for the
purpose of occupying and using the promises for general office use and for
no other purpose, a portion of those certain premises, with the
appurtenances, situated in the City of Chico, County of Butte, State of
California, and commonly described as follows:

Suite 201 of the Design Arts Building, 25 Main Street, Chico, California and
more particularly described on Exhibit "A" attached hereto. Mailed Notices
under this agreement shall be addressed to the tenant at suite 201, Design
Arts Building, 25 Main Street, Chico CA 95928

2. TERM AND RENT

Term: The term shall be for five (5) years, commencing on May 15, 1999 and
ending sixty (50) months thereafter, and subject to any hereinafter
described option, all being subject to the following promises, covenants and
conditions:

Rent: Lessee shall pay to Lessor, without deduction or offset, a bass rent
of $19,380 annually during the term hereof, payable in equal monthly
installments of $1,615.00, in advance on the fifteenth (15th) day of each
full calendar month during the term hereof.

All rents shall be paid to the Lessor or its authorized agent at 25 Main
Street, Chico, California.

Late Payment Penalty: Payment is due on the 15th day of each month and late
by the 25th. If paid after the 10th a late fee of $5 per day will be charged
beginning the 15th of the month to the 25th ($50) plus $5

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per day thereafter until paid. The rent must be AT THE DESIGN ARTS BUILDING
OFFICE BY THE 25TH TO avoid a penally charge.

The Base monthly rent shall be adjusted every twelve (12) months and as
scheduled below during the term hereof, and any extension increases shall
conform to the following schedule

<TABLE>
<CAPTION>
<S>     <C>           <C>                 <C>             <C>

year    starting      annualized rent     monthly rent    Increase

2       5/15/00        $19,961            $1,603.45       1.03
3       5/15/01        $20,560            $1,713.35       1.03
4       5/15/02        $21,177            $1,764.75       1.03
5       5/15/03        $21,812            $1,817.70       1.03

</TABLE>


initial payment: Lessee shall pay to Lessor, on or before May 15, 1999,
the security deposit (if any), and either the first months rent or an
advance payment of rent as follows:

Advance payments: In the event that Lessee prepays rent for twelve months or
more in advance. the scheduled RENTS SHALL BE DISCOUNTED twenty five
percent. The advance rent for the first year Is $14,500.

option: During the period between May 15. 2000 and June 15, 2000, and the
period between May 15, 2002 and June 15, 2002, Lessee shall have the option
to terminate this lease without penalty or obligation, upon written notice.

3. POSSESSION

If Lessor, for any reason whatsoever, cannot deliver possession of the said
premises to Lessee at the commencement of said term, as hereinbetore and
hereinafter specified, this lease shall not be void or voidable, nor shall
Lessor be liable to Lessee for any loss or damage resulting therefrom, but
in that event there shall be a proportionate abatement of rent covering the
period between the commencement of the said term and the time when Lessor
can deliver possession. Lessee agrees to take possession and begin payment
of rent on May 15th 1999. If Lessor cannot deliver possession of the premises
at that time, the Lessor shall have the option to terminate this lease
without penalty or obligation.

4. USES PROHIBITED

Lessee shall not use, or permit said promises, or any part thereof, to be
used for any purpose or purposes other than the purpose or purposes for
which the said premises are hereby leased; and no use shall be made or

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permitted to be made of the said promises, nor acts done, which will
Increase the existing rate of insurance upon the building In which said
promises may be located, or cause a cancellation of any Insurance policy
covering said building, or any part thereof; nor shall Lessee sell. or
permit to be kept, used or sold, in or about said premises, any article
which may be prohibited by the standard form of fire insurance policies,
Lessee shall, at its sole cost and expense, comply with any and all
requirements of any insurance organization or company pertaining to said
premises, necessary for the maintenance of reasonable fire and public
liability Insurance covering said building and appurtenances. Lessor
warrants that the proposed use Is not prohibited by insurance policies in
effect at the time of occupancy.

Lessee shall not commit any waste upon the promises, or any nuisance or act
which may disturb the quiet enjoyment of any tenant in the building.

5. Maintenance, Repairs, Alterations

Lessee acknowledges that the promises are in good order and repair, unless
otherwise indicated herein, subject to any hidden or latent detects or
listed items, if any. Lessee shall, at its own expense and at all times,
maintain the promises in good and sale condition and shall surrender the
same. at termination hereof, In as good condition as received, normal wear
and tear, damage by fire, or other casualty, and hidden or latent defects
not caused by Lessee's occupancy excepted. Losses shall be responsible for
all repairs required, excepting the roof, exterior walls, structural
foundations, heating/ventilation/air conditioning system, and building
plumbing and electrical systems, which shall be maintained by Lessor. Lessor
shall maintain in good condition the common areas, sidewalks, patios,
landscaping, and parking.

No improvement or alteration of the premises. shall be made without the
prior written consent of the Lessor, which consent shall not be unreasonably
withhold. Prior to the commencement of any substantial repair, improvement,
or alteration. Lessee shall give Lessor at least two (2) days written notice
in order that Lessor may post appropriate notices to avoid any liability for
lions.

6. FREE FROM LIENS

Lessee shall keep the promises and the property in which the premises are
situated free from any liens arising out of any work performed, material
furnished, or obligation incurred by Lessee.

7. COMPLIANCE WITH GOVERNMENTAL REGULATIONS

Lessee shall, at its sole cost and expense, comply with all statutes,
ordinances and requirements of all Municipal, State and Federal authorities
now in force, or which may hereafter be in force, pertaining to the said

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premises. The commencement or pendency of any state or federal court
proceeding against lessee regarding the use of premises shall, after Lessee
has 30 days written notice to cure, be deemed a breach hereof.

8. INDEMNIFICATION OF LESSOR

Lessee, as a material part of the consideration to be rendered to Lessor,
hereby waives all claims against Lessor for damages to goods, wares and
merchandise, and all other personal property in, upon and about said
premises, from any cause arising at any time, and Lessee will hold Lessor
exempt and harmless from any damage or injury to any person, or to the
goods, wares and merchandise and all other personal property of any person,
arising from the use of the premises by Lessee, or from the failure of
Lessee to keep the premises in good condition and repair as herein provided,
unless caused or contributed to by the negligence of Lessor, Lessor's
employees, contractors, or agents.

9. UTILITIES

Lessee shall contract for and pay for telephone service, janitorial
services, trash collection and all other service supplied to the Lessee's
premises. The cost of building utilities, which include water, common area
janitorial services, natural gas and electrical power are included in the
rent and will be paid by Lessor. Lessor reserves the right to evaluate and
equitably adjust Lessee's rent based on actual utility usage. Lessor and
Lessee agree that the normal working hours for the building are Monday-
Friday from 7:00 am to 6:00pm. Reasonable charges for Utility usage beyond
normal working hours may be imposed.

10. ENTRY BY LESSOR

Lessee shall permit Lessor and its agents to enter into and upon said
premises at all reasonable times, and upon reasonable notice, for the
purpose of inspecting the same or for the purpose of maintaining the
building in which said premises are situated, or for the purpose of making
repairs, alterations or additions to any other portion at said building,
including the erection and maintenance of such scaffolding, material
supplies, canopies, fences and props as may be required, or for the purpose
of posting notices of non-responsibility for Lessee's alterations, additions
or repairs, or for the purpose of placing upon the property in which said
premises are located any usual or ordinary "For Sale" signs, without any
rebate of rent and without any liability to Lessee for any loss of
occupation or quiet enjoyment of the premises thereby occasioned; and shall
permit Lessor and Its agents, at any time within sixty (60) days prior to
the expiration of this lease, to place upon said premises any usual or
ordinary "To Let" or "For Lease" signs and exhibit the premises to
prospective tenants at reasonable hours and after reasonable notice.

11. DESTRUCTION OF PREMISES

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In the event of a partial destruction of the said promises during the said
term, from any cause, Lessor shall forthwith repair the same, provided such
repairs can be made within sixty (60) days from date of destruction under
the laws and regulations of the State, Federal, County or Municipal
authorities. Partial destruction shall not terminate this lease, except that
Lessee shall be entitled to a proportionate deduction in rent while such
repairs are being made, based upon the extent to which the making of such
repairs shall interfere with the business carried on by Lessee In the said
premises. In the event that Lessor does not elect to make, or cannot make,
such repairs within such sixty (60) days of date of destruction, 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 Lessor is obligated to repair, or may elect to repair
under the terms of this paragraph, the provisions of Section 1932,
Subdivision 2 of the civil Code of the State of California are waived by
Lessee. In the event that the building in which the premises are situated
are destroyed to the extent of not less than thirty-three and one-third
percent (33-1/3%) of the replacement cost thereof. Lessor may elect to
terminate this lease, whether the promises are injured or not. A total
destruction of the building in which the said promises are situated shall
terminate this lease effective as of the date of destruction.

In the event of any dispute between Lessor and Lessee relative to the
provisions of this paragraph, they shall each select an arbitrator. the two
arbitrators so selected shall select a third arbitrator and the three
arbitrators so selected shall hear and determine the controversy and their
decision shall be final and binding upon both Lessor and Lessee, who shall
bear the cost of such arbitration equally between them.

12. ASSIGNMENTS AND SUBLETTING

Lessee shall not assign this lease nor sublet any portion of the premises
without prior written consent of the Lessor, which shall not be unreasonably
withheld. Any such assignment or subletting without consent shall be void
and, at the option of the Lessor, may terminate this lease. A consent to one
assignment or subletting shall not be deemed to be a consent to any
subsequent assignment or subletting, and any such subsequent assignment or
subletting without Lessor's consent shall be void and shall, at Lessor's
option, terminate this lease. Lessor may require reasonable financial
information and reasonable credit information from the proposed transferee,
and Lessor may require that the proposed transferee demonstrate a reasonable
amount of credit worthiness. Lessor may require that rents paid by a
sublessee be paid jointly to the Lessee and the Lessor. Furthermore, Lessor
may require that the proposed now use(s) be consistent with the terms and
conditions of this lease agreement. Use of the promises by other related
entities of the Lessee shall not be deemed an assignment or sublease as
contemplated herein. Lessee shall have the right to assign or sublease to a
related entity of Lessee. "Related entity" as used herein shall mean parent
company, any subsidiary, or affiliated company of Lessee.

13. INSOLVENCY OR BANKRUPTCY

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Either (a) the appointment of a receiver to take possession of all or
substantially all of the assets of Lessee without being discharged within 30
days, or (b) a general assignment by Lessee for the benefit of creditors, or
(c) any action taken or suffered by Lessee under any insolvency or
bankruptcy act without being discharged or removed within 30 days shall
constitute a breach of this lease by Lessee. After such 30 day discharge or
cure period, this lease shall immediately terminate after a written notice
of termination from Lessor to Lessee.

14. REMEDIES OF OWNER ON DEFAULT

In the event of any breach of this lease by, then Lessor,
besides other rights or remedies it may have, shall
have the immediate right of re-entry and may remove all persons and property
from the promises; such property may be removed and stored in a public
warehouse or elsewhere at the cost and for the account of Lessee. Should
Lessor elect to re-enter, as herein provided, or should it take possession
pursuant to legal proceedings or pursuant to any notice provided for by law,
it may either terminate this lease or from time to time, without terminating
this lease, re-let said premises or any part thereof for such term or terms
(which may be for a term extending beyond the term of this lease) and at
such rental or rentals and upon such other terms and conditions as Lessor in
Its reasonable discretion may deem advisable with the right to make
alterations and repairs to said premises, upon each such re-letting (a)
Lessee shall be immediately liable to pay Lessor, in addition to any
Indebtedness other than rent due hereunder, the cost and expenses of such
re-letting and of such alteration and repairs. incurred by Lessor, and the
amount, it any, by which the rent reserved in this lease for the period of
such re-letting (up to but not beyond the term of this lease) exceeds the
amount agreed to be paid as rent for the premises for such period of such
re-letting; or (b) at the option of Lessor rents received by such Lessor
from such re-letting shall be applied: first, to the payment of any
indebtedness, other than rent due hereunder from Lessee to Lessor; second.
to the payment of any reasonable costs and expenses of such reletting and of
such alterations and repair; third, to the payment of rent due and unpaid
hereunder and the residue, if any, shall be held by Lessor and applied in
payment of future rent as the same may become due and payable hereunder, If
Lessee has been credited with any rent to be received by such re-letting
under option (a), and such rent shall not be promptly paid to Lessor by the
new tenant, or it such rentals received from such reletting under option (b)
during any month be less than that to be paid during that month by Lessee
hereunder, Lessee shall pay any such deficiency to Lessor. Such deficiency
shall be calculated and paid monthly. No such re-entry or taking possession
of said premises by Lessor shall be construed as an election on its part to
terminate this lease unless a written notice of such intention be given to
Lessee or unless the termination thereof be decreed by a Court of competent
jurisdiction. Notwithstanding any such re-letting without termination,
Lessor may at any time thereafter elect to terminate this lease for any
previous breach. Should Lessor at any time terminate this lease for any
breach, in addition to any other remedy it may have, it may recover from
Lessee all reasonable damages it may incur by reason of such breach,
including the reasonable cost of

<PAGE>


amount of rent and charges equivalent to rent reserved in this lease for the
remainder of the stated term, over the then reasonable rental value of the
premises for the remainder of the stated term, all of which amounts shall be
immediately due and payable from Lessee to Lessor.

15. SURRENDER OF LEASE

The voluntary and other surrender of this lease by Lessee, or a mutual
cancellation thereof, shall not work a merger, and shall, at the option of
Lessor, terminate all or any existing subleases or subtenancies, or may, at
the option of Lessor, operate as an assignment to Lessor of any or all such
subleases or subtenancies.

16. ATTORNEY'S FEE

In the event that Lessor Is required to employ an attorney to enforce the
terms and conditions of this agreement or to recover possession of the
promises from Lessee, Lessee shall pay to Lessor a reasonable attorney's
fees actually incurred whether or not a legal action is filed or a judgement
is obtained.

17. NOTICES

Any notice which either party may or is required to give, shall be given by
mailing the same, postage prepaid, to Lessee at the promises, or Lessor at
the address shown above, or at such other places as may be designated by the
parties from time to time. Notice shall be deemed given when deposited in
the United States mail registered for delivery, return receipt requested.

18. SECURITY

 A security deposit of two thousand five hundred dollars
($2500.00) shall secure the performance of the Lessee's obligations
hereunder. Lessor may, but shall not be obligated, to apply all or portions
of said deposit an account of Lessee's obligations hereunder. Any balance
remaining upon termination shall be returned to Lessee. Lessee shall not
have the right to apply the security deposit in payment of the lost month's
rent. In the event that Lessor elects to pay rent in advance for the first
year, under the provisions of article 2, the payment of the security
deposit shall be waived, and any deposit paid shall be applied against the
amount of the advance rent.

19. WAIVER

No failure of Lessor to enforce any term hereof shall be deemed
to be a waiver. The subsequent acceptance of rent hereunder by Lessor shall
not be deemed to be a waiver of any preceding breach by Lessee of any term,
covenant or condition of this lease, other than the failure of Lessee to pay
the particular rental so accepted, regardless of Lessor's knowledge of such
preceding breach at the time of acceptance of such rent.

20. HOLDING OVER

<PAGE>

Any holding over after the expiration of the said term shall be construed to
be a tenancy from month to month, at a rental of 1.25 times the then current
monthly rent and shall otherwise be on the terms and conditions herein, as
applicable.

21. SUCCESSORS AND ASSIGNS

This lease is binding on the heirs, successors, executors, administrators
and assigns of the parties hereto.

22. TIME

Time is of the essence of this lease.

23. TAXES AND ASSESSMENTS

In the event that in any tax year during the term of this lease any
Municipal, State, County, or political subdivision shall assess any new or
special assessments or levies, the Lessee shall pay to Lessor for such year,
upon demand, an amount equal to Lessee's pro-rata share of the total special
assessment or levy. The pro-rata share shall be determined by the following
formula:

Lessee's leased gross area (square feet) per Exhibit "A" = Lessee's pro-rata
share of taxes

Total of occupied tenant areas (square feet)

Lessee shall pay, before delinquency, any and all taxes levied or assessed
and which become payable during the term hereof upon Lessee's equipment,
furniture, fixtures, and other personal properly located In the premises.

It is further agreed by the parties that Lessee shall have the right to
protest in its own name, or in the name of Lessor, any and all tax
assessments or levies during the term of this lease.

24. LIABILITY INSURANCE

During the entire term and any extension or renewal thereof, Lessee, at its
own expense, shall maintain in full force a policy or policies of
comprehensive public liability insurance, including property damage with
provision for plate glass damage, written by one or more responsible
insurance companies licensed to do business in California, that will insure
Lessee and Lessor against liability for any injury to persons and property
and for death of any person or persons occurring in or about the promises.
Lessee will deliver to Lessor acceptable certificates of insurance. The
liability under such insurance shall not be less that One Million Dollars
($1,000,000.00) for any one person killed or injured; not less than One
Million Dollars ($1,000,000.00) for any one accident, and not less than
Fifty Thousand Dollars ($50,000.00) for property damage.

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Without limitations an any other right of remedy of Lessor, Lessee shall
indemnify, defend and save Lessor, its successors and assigns, harmless from
all loss or damage, including reasonable attorney's fees, suffered or
incurred by Lessor by reason of Lessee's failure to provide and maintain the
insurance Lessee is required to provide and maintain. Each of the foregoing
policies shall contain the agreement of the insurer to give Lessor at least
thirty (30) days notice prior to cancellation of or material change in said
policies, or any of them. To the maximum extent permitted by insurance
policies which may be owned by Lessor or Lessee, Lessee and Lessor, for the
benefit of each other, waive any and all right of subrogation which might
otherwise exist.

Notwithstanding any other provisions of this Agreement to the contrary, such
party hereto waives any right of recovery against the other for any loss or
damage to personal property against which the waiving party is protected by
Insurance, but such waiver shall not apply to any excess of such loss,
damage or injury over the amount covered by the insurance.

25. OTHER INSURANCE

Lessor agrees to maintain insurance on ail Lessor's real
and personal property for fire, extended coverage, vandalism, and malicious
mischief.

26. IMPROVEMENTS

(a) BY LESSOR: Lessor will re-clean and paint Suite 201 prior to Possession
by the Lessor. Al light fixture parts will BE FULLY In place and in good
working order. Additionally, Lessor agrees to provide new dedicated heat
pump air conditioning unit for suite 201 prior to June 15,1999. No other
improvements are to be provided by Lessor.

(b) BY LESSEE - Improvements made by the Lessee require that the Lessee
shall, at Lessee's sole cost and expense, cause a general description and
approximate cost sheet to be prepared for Improvement and refurbishing of
the promises to be made by Lessee, and Lessee shall submit said description
and costs to Lessor for Lessor's review and approval as to the type of
construction and the class and design of such Improvement. Lessor shall not
unreasonably withhold such review and approval. Lessor shall have ten (10)
days from the time that Lessee submits said description and costs to
approve or disapprove the same. Upon approval from Lessor, Losses shall at
Its sole cost and expense, and in accordance with all laws, ordinances,
rules and regulations of any government authority applicable thereto,
Immediately commence the work of improvement and refurbishing of the
promises In accordance with said description and costs which, upon approval
of Lessor, shall be marked Exhibit "C" and shall become a part hereof.
Lessee shall thereafter diligently prosecute to completion Lessee's work.
Lessor shall have the right of review and acceptance of all contractors,
subcontractors, and other vendors as required to complete approved
improvements.

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Lessee shall notify Lessor, in writing, prior to the first day work is
initiated by Lessee on the premises in order that Lessor may have adequate
opportunity to post a "Notice of Non-Responsibility" on the premises and
have such notice recorded in the Office of the County Clerk of the County of
Butte.

27. COMMON RESTROOMS, LOBBY, ELEVATOR

Lessor agrees to provide and maintain common restroom facilities, lobby
areas, patios, and elevator for Lessee and Lessee's guests, invitees and
employees to be used jointly with other tenants In the building.

28. ON-SITE PARKING

Lessor agrees to provide and maintain seventeen (17) parking spaces, more
particularly described on Exhibit "D" attached hereto. Spaces indicated as
"Customer Parking Only" and "Handicapped Parking Only" will be maintained as
such. Lessee and employees of Lessee's business are prohibited from using
the customer designated spaces except for live (5) minute loading and
unloading. Spaces indicated as "Assigned" are for use by building tenants
and assigned in accordance with the Lessors parking assignment plan.

Lessee understands and agrees that "Assigned" parking space availability is
not guaranteed by this lease.

29. SIGNAGE

Exterior Signage for Lessee's premises is allowable providing the signage
conforms to the City of Chico requirements, conforms to Design Arts Building
signage standards, and Lessor's prior written consent is first had and
obtained. Lessors consent and acceptance shall not unreasonably be withheld.
Lessor shall have the right of review and acceptance of all contractors,
sub-contractors, and other vendors as required to complete approved signs.

30. TRADE FIXTURES

Any and all improvements made to the promises during the term hereof shall
belong to the Lessor, except trade fixtures of the Lessee. Lessee may, upon
termination hereof, remove its trade fixtures, but shall repair or pay for
all repairs necessary for damages to the premises occasioned by removal.

31. HAZARDOUS MATERIALS

Lessee shall not use, store, or dispose of any hazardous substances upon the
premises, except use and storage of such substances if they are customarily
used in lessee's business, and such use and storage complies 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 shall provide Lessor with a
list of substances used in the course of the Lessee's business within ten
(10) days following commencement of this lease.

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32. INSPECTION OF PREMISES

Lessee covenants that it or its authorized agents have made an inspection of
the promises. its improvements and equipment, and accepts them in their
present condition, subject to review of Lessor improvement when performed,
hidden or latent defects, and listed items specifically excepted. Lessee has
not relied on the representations of Lessee's or Lessor's agents, but has at
all times relied an its independent inspection.

33. COVENANT OF FAIR DEALING

Each party to this lease agrees to cooperate fully and in good faith and
covenants to deal fairly with the other to ensure that the terms and
conditions of this lease are carried out to the fullest possible extent for
the best interest of the parties.

34. ABANDONMENT OF PROMISES

Lessee shall not vacate or abandon the premises at any time during the term
hereof, and if Lessee shall abandon or vacate the premises, or be
dispossessed by process of law. or otherwise, any personal property
belonging to Lessee left upon the promises shall be deemed to be abandoned,
at the option of Lessor. It shall be conclusively presumed that Losses has
not vacated or abandoned the premises it Lessee Is not otherwise in default
or breach of this lease.

35. CONDEMNATION

It any part of the promises shall be taken or condemned for public use, and a
part thereof remains which is susceptible of occupation hereunder, this
lease shall, as to the part taken, terminate as of the date the condemnor
acquires possession. and thereafter Losses shall be required to pay such
proportion of the rent for the remaining term as the value of the promises
remaining bears to the total value of the promises at the date of
condemnation provided however, that Lessor may at its option, terminate this
lease as of the date the condemnor acquires possession. In the event that
the premises are condemned in whole. or that such portion is condemned that
the remainder is not susceptible for use hereunder, this lease shall
terminate upon the date upon which the condemnor acquires possession. All
sums which may be payable on account of any condemnation shall belong to the
Lessor, and Lessee shall not be entitled to any part thereof, provided
however, that Lessee shall be entitled to retain any amount awarded to it
for its trade fixtures or moving, expenses.

36. Estoppel Certificate

(it) Losses shall, at any time upon not less than ten (10) days prior
written notice from Lessor, 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

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modified, is in full force and effect), the amount of 2 security deposit,
and the date to which the rent and other charges are paid in advance, it
any, and 12) acknowledging that there are not, to the best of Lessee's
knowledge, any uncured defaults on the part of Lessor hereunder, or
specifying such defaults if any are claimed. Any such statement may be
conclusively relied upon by any prospective purchaser or encumbrancer to the
Premises.

(b) At Lessor's option, Lessee's failure to deliver such statement within
such time shall be a material breach and default of this Lease, or such
failure shall be conclusive upon Lessee [1] that this Lease is in full force
and effect, without modification except as may be represented by Lessor, 121
that there are no uncured defaults in Lessor's performance, and (31 that not
more than one month's rent has been paid in advance.

37. FORCE MAJEURE

Neither party shall be in default in the event that performance is prevented
due to reasons beyond that party's control.

ENTIRE AGREEMENT: The foregoing constitutes the entire agreement between the
parties and may be modified only by a writing signed by both parties. The
following Exhibits, it any, have been made a part of this lease before the
parties' execution hereof:

Exhibit "A" - space location drawings;

Exhibit "B" -not applicable

Exhibit "C" - Lessee improvement/refurbishment cost sheet, if any
              [future application]

Exhibit "D" - Location drawing of Design Arts Building parking spaces.

IN WITNESS  WHEREOF, the parties have executed this lease at Chico,
California this twenty-ninth day of April 1999.


/s/David Martin Griffith
Lessor: David Martin Griffith, partner, design arts building associates

/s/Scott Claverie
Lessee: Scott Claverie, President, GoOn-line.com, Inc.

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Diagram - Exhibit "A" - space location drawings

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Diagram - Exhibit "D" - Location drawing of Design Arts Building
                        parking spaces.