eOfficeSuites, Inc.
                                  OFFICE LEASE
                                BASIC PROVISIONS

A.  Parties. This Lease ("Lease"), dated for reference purposes only,
August 12, 1999, is made by and between e0fficeSuites, Inc., a California
corporation (hereinafter "Landlord") and Jones Naughton Entertainment a
                        corporation (hereinafter
"Tenant"), (collectively the "Parties,' or individually a "Party").

B.  Premises. That certain Suite commonly known by space #231 (hereinafter
"Premises") as shown on Exhibit "B" attached hereto and located within an
office building, and street address of 13101 Washington Boulevard, in
the City of Culver City, County of Los Angeles, State of
California ("Buildings").

C.  Term. Twelve (12) months and sixteen 20 days ("Original Term")
commencing August 12, 1999 ("'Commencement Date") and ending September 30,
2000 with a month to month tenancy thereafter ("Ending Date").

RECURRING MONTHLY RENT

D.  Ban Rent. Monthly base rent payable on the first day of each
month of $ 995.00 $995.00 Commencing\ August 12, 1999 A late fee will be
charged of ten percent (10%) of any amount due if more than five (5) days
late.

E.  Additional Rent.

(i)   Telephone lines and voice mails           1 @ $125.00 - $125.00
(ii)  Additional Telephone Line(s):
(iii) Additional Telephone Instrument(s):
(iv)  High Speed Internet Service:              1 @ $69.00 = $ 69.00
(v)   E-Mail Boxe(s):
(vi)  Additional Voice Mail:
(vii) Parking Space(s):                         1 @ $65.00 = $ 65.00
(viii)Storage Space(s):
(ix)  Other



TOTAL RE RECURRING ADDITIONAL RENT                                  $259.00
TOTAL MONTHLY RENT (plus Monthly Variable Rent) see Paragraph 5B:   $1,254.00

Monthly Variable Rent- Tenant's monthly credit limit for telephone usage,
overnight mail service, photocopying, and other related services shall not
exceed N/A in an), single month, Paragraph 5B.

NON-RECURRING EXPENSE

G.  Move In Fee. Tenant shall pay to Landlord a move in fee in
    the amount of:           $150.00
H.  Internet. High speed internet service (TI internet installation) of:

I.  Telephone Installation. Amount for initial telephone installation of:
    $125.00

J.  Pro Rata First Month Rent: (from August 12, 1999 to August 31, 1999)
    $809.03

K.  Security Deposit. Security Deposit of $995.00
    $995.00

TOTAL NON-RECURRING EXPENSES                $2,079.03

TO AMOUNT DUE AT LEASE SIGNING              $2,079.03

<PAGE>

L.  Permitted Use: General Business Office. Use. and limited to no more than 3
persons working from said Premises.

M.  Parking Spaces. Tenant is granted I reserved parking space(s) and 0
unreserved spaces.

N.  Guarantor. The obligations of the Tenant under this Lease are to be
guaranteed by N/A ("Guarantor"), Exhibit "B".

0.  Addenda. N/A.

P.  Furnishing. Landlord will provide office furniture to Tenant for use
in the Premises as more particularly described in Exhibit "C" attached hereto.

Q. SERVICES INCLUDED WITH BASE. MONTHLY RENT

Voice wail; (ii) 5 hours free use of furnished conference room or office for
meetings per month (not cumulative). Additional hours of use will be billed at
the rate established in the Price Schedule; (iii) Company name identification
on suite door and on Building directory; (iv) Daily mail sorting-, (v)
Telephone system ,professional staff to answer phone; (vi) Janitorial services
and utilities (excluding telephone).

R.  SERVICES  NOT INCLUDED IN THE BASE MONTHLY RENT

(i) Word processing, facsimile, postage, photocopying and other support
services; (ii) High speed Internet access; (iii) E-Mail; (iv) Web Hosting

<PAGE>

                               GENERAL PROVISIONS

1.  PARTIES. This Lease is made by and between eOfficeSuites, Inc.
(hereinafter called "Landlord") and Tenant as shown on the Basic Provisions,
Page 1 Section A.

2.  PREMISES. Landlord agrees to lease to Tenant and Tenant agrees to
lease from LANDLORD the following portions of the Building located at
13101 Washington Boulevard, Los Angeles, California 90066 ("Building").

(a) An exclusive right to occupy Suite No(s) as, identified on Basic
Provisions, Page 1, Section "B"; ("Premises") with all its improvements and
furnishings; and,

(b) A non-exclusive right in common with other Tenants of the
Building to use the Reception Room, Conference Room(s) and such other common
areas provided for Tenant use in the Building by Landlord. Tenant further
agrees to abide by the rules and regulations governing the use of said common
area facilities as set forth by Landlord from time to time.

3.  TERM.  The Term of this Lease shall be far the period as specified IN THE
BASIC Provisions, Page 1, Section C.

4.  POSSESSION. If Landlord, for any reason whatsoever, cannot deliver
possession of the said Premises to the Tenant at the commencement of the Term
hereof, this Lease shall not be void or voidable, nor shall Landlord be
liable to Tenant for any loss or damage resulting therefrom, nor shall the
expiration date of the above Term be in any way be extended, but in that event,
all rent shall be abated during the period between the commencement of said
Term, and the time when Landlord deliver possession. Any occupancy prior to the
commencement date hereof, shall be subject to all of the provisions of this
Lease.  If Landlord cannot deliver possession within thirty (30) days of the
commencement date of this Lease, either landlord or Tenant may cancel this
Agreement.

5.  (A)  RENT Tenant agrees to pay to Landlord as rent for the Premises being
the monthly sum as stated in the Base Provisions, Page I Section I "D",
Additional Rent, (Section "E") and monthly variable rent, Section "F" (and
Paragraph 5B below) on or before the FIRST of each month, except that the
first month's rent shall be paid upon the execution hereof rent for any
period during the term hereof which is for less than one (1) month shall be
a prorated portion of the monthly rent herein, based upon a thirty (30) day
month. Tenant agrees to pay rent for the entire term of the Lease. Said rent
shall be paid to Landlord without deduction or offset. Said
payments shall be made payable to: eOfficeSuites, Inc. 13101 Washington
Boulevard, Suite 100, Los Angeles, CA  90006 or to such other person or at
such other place as Landlord may from time to time, designate in writing.

(B)  Rent shall include, Base Rent, additional Rent and Monthly Variable
which includes but is not limited to, telephone charges, photocopying,
facsimile, overnight mail service, etc. provided by Landlord to Tenant
or any charges arising out of Tenant's use of the Premises as
provided for herein shall all be deemed Rent.  Failure to pay Rent, when
due shall constitute an event of material default under This Lease.

7.  SECURITY DEPOSIT. Upon execution of this Lease by Tenant, Tenant will
pay Security deposit in the amount of as shown on the Basic Provisions, Page 1,
Section "K" with payment made payable to Landlord. Said Security Deposit will
not be interest bearing to Tenant. Said Security Deposit shall not
be applied as Rent by Landlord or Tenant except however, upon termination or
upon default of this Lease. Landlord may claim and retain such amount of said
Security Deposit as is reasonably necessary to remedy any default of the
Tenant in the payment of Rent, to damages to the Promises including

<PAGE>

Tenant to landlord.  Tenant acknowledges inspection of the flooring, wall
covering, ceiling and door(s) and furnishing (described in Exhibit "C").
hereto, by taking possession of the premises, tenant acknowledges that the
Premises and all its furnishings are in good order and condition except as
otherwise stated herein. In the event Tenant has paid all of the Rent and
leaves the Premises in good condition and other sums due under this Lease,
Landlord shall return to Tenant said security deposit less any offsets from
above, within thirty (30) days after Tenant vacates the premises.

8.  USE. Tenant shall use the Premises for general office purposes only and
shall not use or permit the premises to be used for any other purpose
without the prior written consent of Landlord. Tenant shall not have more
than the number of persons ass shown on the Basic Provisions, Page 1,
Section L, occupy the Premises on its behalf and only occupy the Premises
for the stated business purpose. Tenant shall not do or permit anything to
be done in or about the Premises which will in any way obstruct or interfere
with the rights of other tenants, occupants or use of the Building, or which
shall increase the fire insurance rate or the liability insurance rate on
the Building. In addition, Tenant shall not use or permit anything to be
done in or about the Premises which violates any law, statute, ordinance
or governmental rule or regulation now in force or which may hereafter be
enacted or promulgated, Tenant shall not use or store items on the Premises
or in the Building including possessing any hazardous or toxic substances.
Tenant shall be responsible for any and all costs of said
violations, and shall hold Landlord harmless from any such claims against
Landlord caused by Tenant's acts or actions.

9.  ALTERATIONS, ADDITIONS AND REPAIRS. Landlord shall provide carpets, window
coverings and furnishings. Without exception, tenant shall not make any
alterations, additions or improvements to or of the Premises or any part
thereof without the prior written consent of Landlord. Any alterations or
improvements to or OF SAID Premises, including but not limited to wall
coverings, paneling and built-in cabinet work, and private security alarms
shall, on the expiration of the term hereof, become a pan of the realty and
belong to Landlord and shall be surrendered with the Premises. Damage caused
by the removal of an), trade fixtures shall be the responsibility of Tenant
In the event Landlord consents to the making of any alterations, additions
or improvements to the Premises by Tenant, the same. shall be made by Tenant
at Tenant's sole cost and expense. Upon expiration or sooner termination of
the term hereof, Tenant shall, upon written demand by Landlord, at Tenant's
sole cost and expense, forthwith and with all due diligence, remove any
alterations, additions or improvements made by Tenant designated by Landlord
to be removed, and Tenant shall, forthwith and with all due diligence at its
sole costs and expense, repair any damage to the Premises caused by such
removal prior to Tenant's vacating Premises. It is understood and agreed
that Landlord is under no obligation to make any repairs, alterations,
replacements or improvements to the Premises. Tenant may not make any
penetration into the walls, ceilings, roof, floors, except for hanging of no
more than three (3) pictures per Premises. Tenant shall be liable for any
damage caused by any penetration.

Landlord shall repair and maintain, within a reasonable period of time, the
structural portions of the Building,, including the basic plumbing, air
conditioning, heating and electrical systems, installed or furnished by
Landlord, unless such maintenance and repairs are caused in part or in whole
by the act, neglect, fault or omission of any duty by Tenant, its agents,
invitees or employees, in which case Tenant shall be responsible to pay the
reasonable cost of such maintenance and repairs.

Landlord may in the future remodel or refurbish portions of the Building.
Such remodeling and/or refurbishing may include Tenant's Premises. Tenant
further agrees that Tenant will not through any act or omission on the part
of Tenant, in any way hinder, impede, or frustrate the efforts of the
Landlord in completing such remodeling or refurbishing in a. timely fashion.
Tenant agrees that Landlord shall reserves the right upon Landlord giving
thirty (30) days advance written notice to Tenant at Landlord's

<PAGE>

10.  LIENS. Tenant shall keep the Premises and the Building free from any liens
arising out of  any work performed or from any obligations incurred by
Tenant, or permit it the use of the leased Premises by any person or persons
other than Tenant.

11.  ASSIGNMENT AND SUBLETTING. Tenant shall not assign or sublet or permit the
use of the Premises by any person or persons other than Tenant without the
prior written approval of Landlord, Any subletting or assignment of this
Lease or the Premises which is not in compliance with the provisions of this
paragraph shall be void and shall, at the option of Landlord, terminate this
Lease. The consent by Landlord to a subletting or an assignment shall not be
construed as releasing tenant from any, liability or obligation hereunder.
In no event shall Tenant sublet all or any part of the Premises for a rent
greater than Tenant is paving to Landlord. This includes no assignment or
sublease by Tenant to any corporation or entity in which more than
twenty-five percent (25%) for Tenant's Premises.

12.  TELEPHONE SYSTEM. The exclusive telephone system for the Premises will
be provided by Landlord for which Tenant will be obligated to pay on at least
a monthly basis all charges and costs in connection therewith as part of the
monthly variable Rent as provided for in Page 1, Section "E" and
Paragraph 5B of this lease together with Tenant's payment of Monthly Base
Rent and Additional Rent, Tenant is not to use or have installed any other
telephone service onto the.  Premises other than provided
by Landlord. Tenant has been provided with a credit limit, see Basic
Provisions, Page 1, Section F of this Lease. If Tenant should exceed said
credit during or at the end of any monthly period, Tenant agrees that Landlord
without notice shall have the right to immediately disconnect Tenant's
telephone services and cease all other services under Basic Provision Section,
E and paragraph 5 of this lease including not answering Tenant's telephone by
the receptionist and all other additional rent services until paid in full.

13.  INDEMNIFICATION. Tenant shall at all times mentioned herein
(including paragraph 20 default) indemnify and hold Landlord harmless
from any and all costs, claims or liability of any kind including
direct, indirect. incidental, special or consequential damages arising out
of (a) Tenant's use and occupancy of the Premises, (b) the conduct of
Tenant's business or any work, activity or other things allowed or
permitted by Tenant to be done in or on the Premises: (C) any
breach  or default in the performance of any of Tenant's obligations under
this Lease; (d) any misrepresentation or breach of warranty by Tenant under
this Lease; and/or (e) any other acts or omissions of Tenant, its agents,
employees or contractors; (f) loss of use or change of any service provided
by Landlord including telephone, internet and others unauthorized access to
or alteration of data, material sent or received. Tenant shall, at Tenant's
expense, and by counsel satisfactory to Landlord, defend Landlord in any
action or proceeding arising from any such claim or liability and shall
indemnify Landlord from and against all costs, attorney . 's fees, expert
witness fees and any other expenses incurred in such action or proceeding,
As a material part of the consideration for Landlord's execution of this
Lease, Tenant hereby assumes all risk of damage to property or injury to
persons in, or about the Premises from any cause, and Tenant hereby waives
all claims in respect thereof against Landlord, except for any claim arising
out of Landlord's gross negligence or willful misconduct. Tenant expressly
agrees to waive, and agrees not to make any claim for damages, direct or
consequential, arising out of any failure to furnish any service, error or
omission with respect thereto, or any delay or interruption of the same.

14.  LIABILITY INSURANCE. Tenant shall, at Tenant's expense,' obtain and
keep in force during the term of this Lease, a policy of comprehensive public
liability insurance with extended coverage insuring Landlord and Tenant against
fire, Theft, or other insurable loss, any liability arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto. Tenant shall deliver to Landlord, prior to occupancy of
the Premises, copies of polices of liability insurance required herein or
certificates evidencing the existence and amounts of such insurance with
loss payable clauses satisfactory to Landlord and with Landlord being a named
insured. No policy shall be cancelable or subject to reduction or coverage
except after ten (10) days prior written notice to Landlord.

<PAGE>

Tenant is urged to obtain business interruption insurance to cover any
loss caused by interruption of any Landlord services.

15.  SERVICES AND UTILITIES. Throughout the term of this Lease, and all
renewal terms, Landlord, at its sole expense, shall famish or cause to be
furnished to Tenant the following services and utilities:

(a) Electricity: Electric current in such quantities as Tenant may
reasonably require for
 ordinary lighting and light business machine purposes;
(b) Air Systems: Heating, ventilation and air conditioning during
regular business hours as specified in the rules and regulations,

(c) Exterior Maintenance: Maintenance of exterior surfaces and
grounds surrounding the  Building including both garage levels;

(d) Telephone, telephone system;

(e) Janitorial Services: Janitorial services as provided by Landlord
shall include, but shall not be limited to, the following: emptying of
refuse baskets, vacuuming of carpets, damp mopping of floors, cleaning
of bathrooms, supplying normal bathroom supplies and interior and
exterior window cleaning.

To the extent that Landlord provides Tenant with individual thermostats to
control the temperature in the Premises., Tenant shall be solely responsible
for any damage or problems caused by Tenant's improper use of said
thermostats. Further, Tenant shall not use any apparatus or device in the
Promises which %%,III in any way increase the amount of electricity usually
furnished or supplies for the use of the Premises as GENERAL OFFICE SPACE;
nor connect with electrical current except through existing electrical
outlets in the Premises, any apparatus or device for the purpose of using
electric current. In the event Tenant has an excess demand for electricity,
as determined by Landlord, Tenant agrees to pay Landlord as reasonable power
surcharge as estimated by a utility company or electrical engineer.

16.  RULES AND REGULATIONS. Tenant shall faithfully observe and comply with
the rules and regulations that Landlord shall, from time to time.
promulgate. Landlord reserves the right, from time to time, to make all
reasonable modifications TO SAID RULES. The additions and modifications to
those rules shall be binding upon Tenant upon delivery of a copy of them to
Tenant. Landlord shall not be responsible to Tenant for the nonperformance
of any of said rules by any other tenants or occupants. Attached to and made
a part of this Lease is a list of rules and regulations which shall be
signed by Tenant and Landlord, and which shall be INCORPORATED into the Lease.

17. HOLDING OVER. If Tenant remains in possession of the Premises or any
part thereof after the agreed upon Ending Date, such occupancy shall be a
tenancy from month-mouth at a rental in the amount of one and one half times
(1 1/2) the last monthly rental, plus all other charges payable hereunder, and
upon all the terms hereof applicable to a month-to-Month tenancy. Either
Party, may terminate a month to-month tenancy upon thirty (30) days written
notice.

18.  ENTRY BY LANDLORD. Landlord reserves and shall at any and all times
have the right to enter the Promises, inspect the same, supply janitorial
service and any other service to be provided by Landlord to
Tenant hereunder, to submit said Premises to prospective purchasers or
tenants, to post notices of non-responsibility, and to alter, improve or
repair the Promises and any portion of the Building of which the
Premises are a part that Landlord may deem necessary without abatement of
rent. Landlord shall have at all times a key with which to unlock all of the
doors to the Premises, excluding files and safes, and Landlord shall have the
right to use any and all means which Landlord may deem proper to open said
doors in an emergency, without liability to Tenant except for any failure to
exercise due rare for Tenant's property.

19.  DAMAGE AND RECONSTRUCTION. In the event of damage greater than fifty
percent (50%) the Premises either Party shall have the right to terminate
this Lease.

<PAGE>

20.  DEFAULT. The occurrence of any of the following events shall
constitute a material default and breach of the Lease by Tenant,
permitting Landlord to immediately terminate this Lease and/or recover
possession and damages from Tenant;

(a) The vacating or abandonment of the Premises by Tenant;
(b) The failure by Tenant to make any payment of rent or any other
payment required to be made by Tenant hereunder including Additional
Rent, as and when due, where such failure continues for a period of
three (3) days after written notice hereof from Landlord to Tenant.

(1) If Tenant has not paid the Rent in full, by the fifth (5th) day of the
month, said amount is deemed delinquent and Tenant shall pay a late charge
equal to ten percent (10%) of such installment. If the rent is not paid in
full by the tenth (10th) of the month, Landlord way disconnect Tenant's
telephone services, without further notice, and discontinue all other
variable services until the Rent and all charges are paid in full, in which
event the rent still accrues and Tenant waives any and all claims for
damages against Landlord by reason of the termination of said service.
Landlord shall not be liable for any loss of business or damages of any sort
occurring through; or in connection with. or incidental to the furnishing of
any variable services, or failure to furnish, telephone, or reception
service, or for authorizing or permitting the telephone vendor to disconnect
Tenant's telephone service if Tenant has not paid its rent and variable
expenses in full.

(2) If two or more checks are dishonored by Tenant's bank in a twelve-month
period, Landlord may require, during the balance of Tenant's tenancy,
payment by cashier's check or money order. Tenant's failure to comply
therewith will constitute a material breach and permit Landlord to terminate
this Lease. Tenant hereby agrees to pay the sum of Twenty Dollars ($20.00)
for each dishonored check.

(c) The failure by Tenant to observe or perform any of the
provisions of this Lease to be observed or performed by Tenant, other
than described in paragraphs (4) and (b) above, where such
failure shall continue for a period of ten (10) days after written notice
thereof from Landlord to Tenant. In the event any such default, in addition
to the remedies specified above, Landlord may exercise any rights or
remedies available to Landlord under the laws or judicial decision of
the State of California.

21.  SUCCESSORS AND ASSIGNS. The covenants and conditions herein
contained, subject to the provisions as to assignment, apply to and bind
the heirs, successors, executors, administrators and assigns of the Parties
hereto.

22.  NOTICES. Any notice to Landlord shall be sent, in writing, to;
e0fficeSuites, Inc., 13101 Washington Boulevard, #100, Los Angeles, CA 90066,
and any notice to Tenant shall be sent or hand delivered, in, writing, to
Tenant's Premises in the Building. Either Party may provide for
a different address by notifying the other Party, in writing, of said change
as provided for herein.

23.  ENTIRE AGREEMENT, MERGER AND WAVER. This Lease Agreement and its
Exhibits expresses and contains the entire agreement of the Parties hereto
and there are no warranties, representations, or agreements between them,
except as herein contained. This Lease supersedes any prior agreement, and
may not be modified, amended or supplemented except in writing signed by
both Landlord and Tenant. No consent given or waiver made by Landlord of any
breach by Tenant of any provision of this Lease shall operate or be
construed in any manner as waiver of any subsequent breach of the same or of
any other provision.

<PAGE>

24.  HIRING LANDLORD'S EMPLOYEES.  Tenant agrees in the event that Tenant
hires Landlord's  employees during the term of the lease, extension or renewal
of this Lease, or within sixty (60) days  after Tenant moves out of the
Building, Tenant shall be liable to Landlord for damages payable upon
demand, in the sum of twenty-five percent (25%) of the annual compensation
of each employee involved. It being mutually agreed by Tenant and Landlord
that this provision for liquidated damages is reasonable and that the actual
damage which would be sustained by Landlord as the result of failure to
keep the agreement would be, from the nature of this case, impractical or
extremely difficult to fix.  This compensation for liquidated damages is in
addition to Landlord's right to immediately terminate this
Lease for breach thereof and to obtain a restraining order against tenant.

25.  EXEMPTION OF LANDLORD FROM LIABILITY; WAIVER. Landlord shall not be
liable for any damage or injury either directly, indirectly, incidental,
special or consequential damages to the  person, business (or any loss of
income therefrom), goods, wares, merchandise or other property of
Tenant, Tenant's employees, invitees, customers or any other person in or
about the Premises, whether such damage or injury is caused by or results
from (a) fire, steam electricity, water, gas or rain; (b) the
breakage, leakage, obstruction or other defects of pipes, sprinklers,
wires, appliances, plumbing, air conditioning or lighting fixture or any
other case; electricity, telephone or Internet access or disruption
to Tenant's business (c) conditions arising in or about the Premises or
upon other portions of any Building of which the Premises is a part, or
from other sources or places, or (d) any act or omission of
any other Tenant of which the Premises is a part. Landlord shall not be
liable for any such damage or injury even though the cause of or the means
or repairing such damage or injury are not accessible to Tenant. Tenant,
as a material part of the consideration to be rendered to Landlord, hereby
waives all claims against Landlord for the foregoing damages from any cause
arising at any time. The provisions of this Section shall not, however,
exempt Landlord from liability for Landlord's gross negligence or
willful misconduct. It is recommended that Tenant maintain a back up modern
in the event there is any  interruption in Landlord's high speed internet
access. Tenant acknowledges that there is no alarm system servicing the
Premises or Building. Any security devices including camera, window, contacts
are for different purposes and not to be relied upon by Tenant. Tenant
shall not hold Landlord responsible or liable for absence of security
Landlord shall not be liable for any damages, theft of any vehicle on or
near the Premises.

26.  SUITE KEYS. Each Tenant shall receive one (1) suite key for each
suite leased.  In the event Tenant loses this key, or any other keys
issued by Landlord to Tenant, Tenant shall be charged and pay the sum
of Twenty Five Dollars ($25.00) for each key.

27.  BROKERS. Tenant warrants that it has had no dealings with any real
estate broker or agents in connection with the negotiation of this Lease,
and it knows of no other real estate broker or agent who is
entitled to a commission in connection with this Lease.

28.  SEVERABILITY. A determination by a court of competent jurisdiction
that any provision of this Lease or any part Thereof is illegal or
unenforceable shall not cancel or invalidate the remainder of such
provision or this Lease, which shall remain in full force and effect.

29.  JOINT AND SEVERAL LIABILITY. All Parties signing this Lease as
Tenant shall be jointly and severally liable for all obligations of Tenant.

30.  NO OPTION. The submission of this Lease for examination does not
constitute a reservation of or option to lease the Premises and this
Lease becomes effective only upon execution and delivery thereof
by Landlord and Tenant.

<PAGE>

31.  ESTOPPEL CERTIFICATES. Within ten (10) days after delivery to Tenant
by Landlord or its representative, Tenant shall execute acknowledge and
deliver to Landlord an Estoppel Certificate in the form provided by Landlord
certifying (a) that this Lease is unmodified and in fall force and if there
have been modifications, that this Lease is in full force, as modified
together with the date and nature of each modification, (b) the amount of
Base Rent, most recent, and the date to which the rent has been paid; (c)
that there are no defaults under the Lease claimed by Tenant; and (d)
other matters as may be reasonably  requested by Landlord.

32.  ATTORNEY FEES. In the event any legal action arises as a result of
any breach of this lease or its interpretation, the prevailing Party shall
be entitled to its' reasonable attorney fees and costs associated
with such enforcement including its expenses prior to the bringing of any
lawsuit.

33.  TIME IS OF THE ESSENCE. Time is of the essence in the Lease and all
of its provisions.

35.  FORCE MAJEURE. If Landlord shall be delayed or prevented from the
performance of any act required under this Lease by reason of acts of God,
strikes, lockouts, labor trouble, restrictive governmental laws or
regulations, or other causes without fault and beyond the control of the
Landlord, performance of said act(s) shall be. excused for the period of
the delay, except nothing in this Section excuses Tenant from prompt
payment of any rent or other changes as required elsewhere in this Lease.

The Parties hereto have executed this Lease on the date above, and agree to
be bound by its terms.

By:

"LANDLORD"                                "TENANT"
e0fficeSuites, Inc.,
A California Corporation

By:                                       /s/ Joseph M. Naughton
                                          Jones Naughton Entertainment
DATED:                                    DATED:

<PAGE>

                                     eOFFICESUITES, INC.
                                 13101 Washington Boulevard
                                   Los Angeles, CA 90066

                                       PRICE SCHEDULE

                             Additional Services Available on a
                                 "Pay as Needed" Basis

                                        COMMUNICATIONS

A.  TI Internet service                     $69.00/month
    Internet installation                   $125.00
    e-mail service                          $10.00/month
    web hosting service                     per schedule

B.  Postal Services:
    Postage Plus                            20%

C.  FedEx, UPS and Messenger Service available.
    Contact Communications Dept. for pricing and delivery options

D.  Fax Services
 Incoming (per page)                        $1.50
 outgoing
 Domestic (first page)                      $1.50
 Domestic: (each additional page)           $1.50
 International (first page)                 $5.00
 International (each additional page)       $1.50

E.  Conference Facilities:
    Garden & 2nd Floor Conference Rooms (one hour min.)       $25.00/hour
    $125.00/day
    Lobby & Executive Conference Rooms (one hour min.)        $45.00/hour

    Coffee set-up (includes coffee, tea & water, cups, sugar, etc.)
    - for Conference Room reservations only                      $15.00/pot

F.  Administrative Assistance - (clerical duties to include
    collating, sorting, mailing, mail forwarding, etc.)       $15.00/hr

<PAGE>

COPYING
copies                                                         $.10/each
Copier Card replacement                                        $15.00

TELEPHONE & VOICE MAIL

A.  2 Telephone lines, 1 fax line & 1 telephone Instrument      $125.00/month

B.  Telephone installation (3 lines)                            $125.00
C.  Additional telephone instrument                             $25.00/month
D.  Additional telephone line                                   $25.00/month
E.  Additional voice mail                                       $10.00/month

STORAGE
 Small locker                                                   $50.00/month
 Large locker                                                   $100.00/month

PARKING
 Reserved - per space                                           $65.00/month
 Unreserved - per space                                         $40.00/month
 Garage remote replacement                                      $35.00

SIGNAGE (Included in move in fee)
 Door sign                                                      $25.00
 Building Directory Listing                                     $25.00

SUITE KEYS
 Additional key                                                 $5.00/each
 Lost Key (includes one now suite key)                          $25.00
 Change of Suite Lock                                           $100.00

INCIDENTAL LABOR
 One hour minimum, 48 hour notice require                       $35.00/hour

RETURNED CHECK FEE                                              $20.00
MOVE IN FEE or INTERNAL MOVE                                    $150.00
MOVE IN CREDIT CHECK                                            $35.00

ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE

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                                     eOfficeSuites, Inc.
                                  13101 Washington Boulevard
                                   Los Angeles, CA 90066

                                    Rules and Regulations

1) Tenant advertisement, name or notice shall not be inscribed,
displayed, printed or affixed on or to any part of the Building,
premise without the written consent of the Landlord.

2) Passages in the common areas. shall not be obstructed by the tenants
or tenants' possession.

3) Tenant shall not alter locks or add locks.

4) Restrooms shall be used only for purpose in which it was constructed.

5) Tenant "I not overload the floor of the Premises (50 lbs. per square
foot) place in the Premises or install refrigerators, fish tanks, water
filled devices, or deface the premises.

6) NO furniture, appliance, freight or equipment of any kind shall be
brought into the Building without prior written approval from the Landlord

7) Tenant shall not keep or use foul or noxious gases or substances on
the Premises.

8) Tenant shall not cook, wash, lodge or perform any improper,
objectionable, unlawful or immoral activity.

9) Tenant shall not use or keep flammable/combustible substances in the
Building.

10)  Tenant shall not use any method of heating or air conditioning other
than that supplied by Landlord.

11)  Tenants and guests shall not smoke in any part of the Building
including the atrium area.

12)  Tenant shall not introduce electrical/telegraphic or any other wiring
to the Premises without written consent of Landlord.

13)  Tenant shall not introduce telephonic equipment to the Premises.

14)  Landlord at its sole expense shall furnish heating , ventilation and
air-conditioning during the hours of 8.30 a.m. to 5:30 p.m., Monday through
Friday except holidays.

15)  NO vending machines or appliances of any description shall be
installed by Tenant without written consent of Landlord.

16)  Access to business support services consisting of reception area,
waiting area, administrative mom, phone answering, word-processing,
postal and conference room usage is limited to normal business hours of
8:30 a.m. to 5:30 p.m.. Monday through Friday except holidays.

<PAGE>

17)  Landlord reserves the right to exclude or expel from the Building any
persons who in any manner, act in violation of this Lease and any of the.
rules and regulations of the Building including excess noise.

18)  Tenant shall not disturb, solicit, or canvass any occupant of the
Building and shall cooperate to prevent same.

19)  Tenant shall not use the name of the Building in connection with or in
promoting or advertising the business of Tenant except as Tenant's address
without written consent of Landlord.

20)  Landlord has right to control the public portions, facilities, heating
and air conditioning as well as facilities furnished for the common use of
the Tenants as it deems best for the benefit of the Tenants generally.

21)  Tenant doors and doors opening to public corridors on the Building
shall be kept closed.

22)  Tenant must use at desk area a chair mat for the carpet.

23)  Tenant shall not warehouse, store and/or stock items in the
Premises or about the Premises including goods, boxes, records and supplies.

24)  Tenant shall not do anything which will cause any usual wear and tear
to Landlord's furnishings.

25)  No pets allowed. Pets are defined as any living being other than plants
and humans.

26)  Tenant accepts responsibility for the actions and behavior of its
visitors (adult or child). Should the visitor in the judgment of the
Landlord create a problem, the Tenant agrees to control or remove, if
necessary, said visitor from the premise and pay for any damages.

27)  It is the Tenant's responsibility to review additional
"move-in-package" for general information and suggestions.

28)  Tenant shall not have a private security alarm.

29)  Tenant parking is available on a reserved basis only at Landlord's
prevailing rates. Parking spaces may, be reserved on an availability basis.
Tenants may only park in the spaces designated by Landlord. Violators will
be towed at Tenant's expense. Parking spaces are for passenger vehicles only
no trucks or oversized vehicles are permitted. All vehicles are to be
properly maintained to prevent the loss of fluids, oil, petroleum products
or liquids on the parking surface. Visitors parked in reserved spaces will
be towed, at their expense. All Tenants shall be responsible for alerting
their visitors about the towing policy.

30)  Tenant may move-in or move-out of the. Building during the days and
hours as expressly prescribed by the Landlord and may only use those areas,
corridors, hallways, stairways, elevators, entrances and exits as specified
by the Landlord. Tenant shall be fully responsible for any damages it may
causes to the Building by Tenant's moving.

<PAGE>

31)  Tenant's internet connection provided by Landlord will not be used to
violate any laws, interfere or disrupt other Tenants' use, connection, or
transmissions or enjoyment of similar services.

32)  In order that the air conditioning and heating, system ("System") may
efficiently operate, no windows shall be opened during normal business hours
or while the System is operational. If Tenant should be in violation after a
written warning, Tenant shall be charged $100.00 for each violation
thereafter. A new violation shall be if the window is not completely closed
within a reasonable time after delivery of said written notice of violation.
The Tenant agrees this charge is reasonable because it would be impractical
or extremely difficult to fix the exact amount of costs.

Tenant has read and understands and agrees to be bound by the above Rules
and Regulations.

Tenant

/s/ Joseph M. Naughton
Jones Naughton Entertainment


Date:

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                                        [DIAGRAM]

                              [of eOfficeSuites Seconde Floor]

<PAGE>

                                     List of Furniture

                                       Exhibit "C"