LEASE AGREEMENT  ENTERED INTO BY AND BETWEEN MRS.  REFUGIO VICTORIA GEFFROY
DE FLOURIE IN HER PERSONAL  CAPACITY AS ATHE COMMON  REPRESENTATIVE  FOR HERSELF
AND FOR MR.  DAVID  BRAMZON  STENGEL  AND ARE  (HEREINAFTER  REFERRED  TO AS THE
LESSOR),  AND BOTH  DAYRUNNER,  INC.  AND  DAYRUNNER  DE  MEXICO,  S.A.  DE C.V.
(HEREINAFTER  REFEREED TO AS THE LESSEES),  REPRESENTED  RESPECTIVELY BY MESSRS.
JOHN KIRKLAND AND JOSE ANGEL AGUAYO RAMIREZ  PURSUANT TO THE FOLLOWING  RECITALS
AND CLAUSES.

                                 R E C I T A L S

I.       LESSORS COMMON REPRESENTATIVE hereby states that:


     B. That she and her  co-owner  are the owners  and can freely  dispose of a
plot of land  identified as lot 9-A of block 352, in Parque  Industrial La Joya,
in Tijuana,  Baja California,  as evidence with public  Instrument  number 7826,
dated March 18th.,  1999,  which was granted before Notary Public No. 12 for the
City of Tijuana,  and which document is in the process of being recorded  before
the Tijuana offices of the Public Registry of the Property and Commerce, with an
area of approximately  21,019.03 square meters  (hereinafter  referred to as the
Real  Property).  A  drawing  which  shows  the  exact  location  as  well  as a
description of the referred piece of Real Property is attached hereto as Exhibit
B and shall henceforth be an integral part of this Agreement.

     C. She and her  co-owner  have  obtained  official  documentation  from the
competent authorities to define the industrial use of the Leased Premises.

     D. The Real Property has access to water, sewer, electric, public lighting,
and telephone capacity to support the requirements of LESSEES.

     E. For  purposes of this  Agreement,  her  principal  address is  Boulevard
Pacifico #14533, Parque Industrial Pacifico, Tijuana, Baja California

     F. She and her  co-owner  are  willing  to  perform  on the Real  Property,
certain  improvements as hereinafter  defined in Section 2 below, and lease such
Real Property and Improvements (collectively the LEASED PREMISES).

     G. The Leased  Premises is free and clear of any liens,  encumbrances,  and
any other  limitations  of domain,  except for  easements,  covenants  and other
restrictions  or utility  easements,  as may be  defined  in the final  official
version of the subdivision map, and as shown on Exhibit B.

     H. She has the  authority  to enter into this  Agreement in her capacity as
Lessors Common  Representative as evidenced in the Public Instrument referred to
in Item b) above, which authority has not been revoked or limited.

     I. She and her  co-owner  are  willing to lease the LEASED  PREMISES to the
LESSEES, pursuant to the terms and conditions of this Agreement.

655352   LESSEES hereby state that:

     A.  DAYRUNNER DE MEXICO,  S.A. DE C.V. is a corporation  duly organized and
existing according to the Laws of the Mexican Republic. As evidenced by Deed No.
1459,  dated May 2, 1991,  granted  before Mr. Lic.  Marco  Antonio Mayo Barron,
Notary  Public No. 11 for the City of  Tijuana.  A copy of which is  attached as
Exhibit C.

     B. Mr.  Jose Angel  Aguayo  Ramirez  ,evidences  to by duly  authorized  to
execute  this  agreement  through  the public  deed which is  referred to in the
preceding paragraph, and further states that such authority has not been limited
or revoked in any manner whatsoever.

     C. DAYRUNNER,  INC., is a corporation duly organized and existing  pursuant
to the Laws of the State of Delaware, U.S.A.

     D. Mr. John  Kirkland,  evidences  to be duly  authorized  to execute  this
agreement in his capacity as a Vice President,  a corporate officer, and further
states  that such  authority  has not been  limited  or  revoked  in any  manner
whatsoever.

     E. Said parties wish to lease from the LESSOR the LEASED PREMISES  pursuant
to the terms and conditions hereunder.


         IN VIEW OF THE FOREGOING, the parties hereto agree as follows:

                                  C L A U S E S

FIRST. LEASE AND DELIVERY.

The LESSOR hereby leases to the LESSEES and the LESSEES hereby lease from LESSOR
the LEASED PREMISES referred to in I.A. above, which are located at Boulevard La
Joya # 35208, Parque Industrial La Joya, Tijuana, B.C., Mexico, and described in
Exhibit B hereto.

SECOND.  IMPROVEMENTS.

2.1      LESSOR, at LESSORS own cost and expense shall perform all work, provide
         all labor,  furnish all new materials,  and obtain all certificates and
         permits  necessary to construct an industrial  facility with an area of
         approximately  70,000 square feet on the LEASED  PREMISES  (hereinafter
         LESSORS   Improvements   or   Improvements)   in  accordance  with  the
         preliminary drawings, specifications, schedule of work and construction
         terms,  (collectively the Drawings and Specifications) set forth by the
         parties and attached hereto as Exhibit D. The parties agree that within
         a term of 30 days as of the date  hereof,  a final set of drawings  and
         specifications  shall be  submitted  by  LESSOR  to  LESSEES  for final
         approval and to be ultimately attached here as Exhibit D.

2.2      By approval of the Drawings and  Specifications,  LESSEES  shall not be
         liable  for  the   technical   compliance  of  any  of  the  terms  and
         specifications  set forth in Exhibit D hereto.  The approval by LESSEES
         is for general  arrangement  only,  unless otherwise noted, and does no
         relieve  LESSOR  of full  responsibility  for the  proper  and  correct
         design, construction and erection of the improvements as required.

2.3      LESSOR  will   perform  all   construction   with  respect  to  LESSORS
         improvements in accordance with all laws, ordinances,  regulations, and
         orders  of  government  authorities,  and Park  regulations  which  are
         attached  hereto as Exhibit E. LESSOR shall indemnify and hold harmless
         LESSEES from any and all claims, assessments by government authorities,
         including  but not  limited,  to  Social  Security  Institute  Workers,
         Housing Institute and Tax Authorities, as well as from damages and cost
         resulting from or arising out the LESSORs lack of performance of any of
         its obligations for construction improvements,  fixtures, machinery and
         equipment to the Leased Premises required hereunder.

2.4      LESSOR  acknowledges and agrees that LESSEES may request changes in the
         design and specifications of the Improvements, provided such changes do
         not affect the cost thereof or the work  schedule for  construction  of
         same. In the event such changes affect the cost of the  Improvements or
         the work  schedule,  LESSOR and LESSEES  shall  jointly  determine  the
         effects of the change in cost and any extension to such schedule.

2.5      LESSOR  shall  diligently  complete  the  Improvements  on  the  Leased
         Premises, in accordance with the Drawings and Specifications,  in order
         that  LESSEES  may use and occupy  such  Improvements  pursuant  to the
         following schedule:

         21       Beneficial Occupancy of Leased Premises: March 31, 1999

         22       Final Occupancy of the Leased Premises: April 7, 1999

         For the purposes  hereof,  Beneficial and Financial  Occupancy shall be
defined as follows:

         Beneficial  Occupancy.-  Shall be defined as the  delivery to LESSEE of
the  manufacturing  portion of the Improvements  including walls,  roof,  doors,
floor,  slabs,  docks and interior  paint,  in order that LESSEES may move their
equipment  into  the  Leased   Premises  and  begin   construction   of  certain
Improvements,  and that such equipment and any of LESSEES  Improvements that may
be  installed,  be secured  and not be  damaged  by  weather  or the  process of
construction.


         Final Occupancy.- Shall be defined as the substantial completion of all
works  and  interior  finishing  of  the  industrial  and  office  areas  of the
Improvements and all exterior and infrastructure  Improvements to permit LESSEES
to commence  utilization  of the Leased  Premises  and all  Improvements  of the
unencumbered  conduct of its business,  excluding non functional  minor cosmetic
items,  or a punch list of items not to exceed a total  construction  cost of US
$50,000.00Dollars of the Improvements established pursuant to

Exhibit D. In the event  cost of  construction  of punch  list items  exceed the
amount of  US$50,000.00  Dollars,  final  occupancy  date shall be  deferred  in
accordance with following Section 2.8.

2.6      At all times following the execution of this Lease  Agreement,  LESSEES
         and/or  its  representative  shall  have the right to enter the  Leased
         Premises to inspect the progress of construction  of the  Improvements,
         and  LESSOR  shall  place  the  construction  log and any  construction
         reports available at the disposal of LESSEES and/or its representative,
         in order that LESSEES and/or its  representatives  may be  continuously
         appraised of construction of the Improvements.

2.7      Should LESSOR fail to conclude construction of the initial Improvements
         in order that  LESSEES  may occupy the Leased  Premises  on the date of
         Beneficial  Occupancy  set forth herein above LESSEES shall be entitled
         to receive as  liquidated  damages the abatement of one day of rent for
         each  calendar  day  (one  to one)  the  initial  Improvements  are not
         concluded  pursuant  to  Exhibit D and 2.5B  hereof,  which  define the
         Improvements  to be  completed  as date.  This  abatement  shall  apply
         towards the first, and if applicable, following months of which LESSEES
         commences to effect rental payments as set forth herein.

2.8      Furthermore,  should  LESSOR  fail  to  complete  construction  of  the
         Improvements  pursuant  to  Exhibit  D on or  before  the date of Final
         Occupancy of the Leased Premises,  LESSEES shall jointly be entitled to
         receive as liquidated damages the amount corresponding to two days rent
         for each  calendar day (two to one) of delay  following  the  projected
         date of Final Occupancy.  Provided,  however should construction of the
         improvements  be stopped or suspended  for any reason  included but not
         limited to the lack of permits and/or  authorization from the competent
         authorities,  for a term of thirty or more  cumulative  calendar  days,
         then,  LESSEES,  at their  joint  option,  may  either  terminate  this
         agreement  and  LESSOR  agrees to  immediately  reimburse  LESSEES  all
         security  deposits  and/ or  advanced  rent  that  LESSEES  might  have
         delivered  to LESSOR to such  date  under the terms of this  Agreement,
         such amount shall  generate  interest at the yearly rate of 18%,  until
         total and complete  reimbursement to LESSEES,  or defer occupancy.  Any
         abatement  hereunder shall apply towards the first,  and if applicable,
         following months on which LESSEES commence to effect rental payments as
         set forth herein.  The parties  acknowledge  and agree that the date of
         Final  Occupancy  shall be  extended  for a term  equivalent  to delays
         solely    attributable   to   LESSEES   or   LESSEES   contractors   or
         subcontractors, acts of God, inclement weather or force majeure.

THIRD. OCCUPANCY BY LESSEES.

LESSEES shall use the LEASED PREMISES for industrial purposes in accordance with
its corporate purposes, subject to the provisions that regulate the land use and
the ecology.

In view of the foregoing.

3.1      LESSEES  may,  at their  respective  risk and  expense,  install in the
         LEASED PREMISES such fixtures, equipment and furniture as they may deem
         necessary,  provided,  that such items are  installed  and are  removed
         without damage to the LEASED PREMISES.

3.2      LESSEES shall repair all damages caused to the LEASED  PREMISES  during
         the  installation  or removal of the fixtures,  equipment and furniture
         mentioned in the preceding paragraph.

3.3      LESSEES shall perform the  installation  or removal of their  equipment
         and furniture in accordance with all applicable laws,  ordinances,  and
         regulations, being liable for any violations thereto.

3.4      The LESSEES agree to retrieve such fixtures, equipment and/or furniture
         they may have installed in the LEASED PREMISES on or before the date of
         termination  of this lease.  Should the LESSEES  fail to retrieve  such
         fixtures,  equipment  and/or  furniture  form the  LEASED  PREMISES  as
         provided  above,  the LESSOR shall be entitled to either  retrieve such
         fixtures,  equipment,  furniture  and/or  improvements  from the LEASED
         PREMISES at the LESSEES risk and expense,  or deem that said  fixtures,
         equipment and/or furniture have been left in the LEASED PREMISES by the
         LESSEES to  gratuitously  inure in favor of the  LESSOR.  For  purposes
         hereof, the LESSEES  acknowledge that none of such fixtures,  equipment
         and or  furniture  are to be construed  as useful  improvements  to the
         LEASED PREMISES.

3.5      LESSEES  may not modify  the basic  structure,  facade or basic  public
         services of the LEASED PREMISES,  nor may they perform any improvements
         or make  alterations  to the base  structure  without the LESSORs prior
         written consent.

FOURTH.- TERM OF THE LEASE AND DELIVERY OF THE LEASED PREMISES.

4.1      The term of this lease shall be for a period of seven (7) years binding
         for LESSEES  and LESSOR,  unless  extended  pursuant to the  provisions
         hereof, (hereinafter the Initial Lease Term or the Initial Term of this
         Lease).  The term of this Lease  shall  commence as of thirty (30) days
         after  the date  (hereinafter)  the Lease  Commencement  Date) of Final
         Occupancy, which shall be the date of acceptance of the Improvements by
         LESSEES.  It is  contemplated  that such Final Occupancy shall occur on
         April 7,  1999 or  afterwards  as the case  may be under  the  terms of
         Section 2.8. above.

4.2      Rent Commencement  Date: The first months rent shall be due thirty (30)
         days after Final Occupancy. All adjustments to the rent as per Sections
         5.4  and  5.5  below  shall  occur  on the  anniversary  of  the  Lease
         Commencement Date.

4.3 LESSEES shall have access to the Leased Premises as of March 31, 1999.

4.4      Notwithstanding  the provision of paragraph 2.5 above, LESSOR expressly
         acknowledges and agrees that LESSEES may enter into the Leased Premises
         at any time during construction of the Improvements with the purpose of
         making initial installation of LESSEES Improvements, in accordance with
         the  schedule of work and  provided  it does not  thereby  unreasonably
         interfere with LESSOR  construction of the Improvements.  It is further
         understood  that LESSEES  entrance into the Leased Premises at any time
         prior  to  LESSEES  issuance  of a  certification  of  Final  Occupancy
         pursuant to Section  2.5B,  shall at no time to be construed as LESSEES
         acceptance of all or any part of the Improvements.

4.5      This lease shall be automatically  extended for two (2) additional five
         (5)  year  term,  unless  either  of the  LESSEES  informs  the  LESSOR
         otherwise,  in writing and at least 180 (One  hundred and Eighty)  days
         before the end of the  original  term or of any of its  extensions,  of
         their intent of  terminating  this  agreement on such  original date of
         termination or on the date of termination of any such extension.

FIFTH. RENT.
5.1      From the RENT  COMMENCEMENT  DATE,  and  payable in advance  during the
         first 5 (five) days of each month the LESSEES  shall pay to the LESSORs
         designated  COMMON  REPRESENTATIVE,  as monthly rent, at its address or
         any other address as  instructed by the LESSOR or its assignee,  as the
         case may be the amount of $30,800.00  Dollars  (Thirty  Thousand  Eight
         Hundred  Dollars  and 00/100  U.S.  Cy.) or its  equivalent  in Mexican
         Currency.

         Prior to the RENT  COMMENCEMENT  DATE,  LESSOR shall provide  either of
         LESSEES with unanimous written instructions by all parties representing
         said  LESSOR,  attesting  to their  willingness  to have  their  COMMON
         REPRESENTATIVE 1.- collect any and all rental proceeds, specifically to
         include Added Value Taxes, and to 2.- issue the  corresponding  Mexican
         tax  deductible  receipt for all proceeds  received of LESSEES.  Should
         LESSORS  wish to  implement  different  payment  instructions  than the
         foregoing, they shall so advise LESSEES in writing, whereupon no change
         shall take force until duly  confirmed in writing by either of LESSEES,
         it  being  further  understood  that the  absence  of  LESSORs  written
         instructions  in such regard shall result in LESSEES  deposit of rental
         proceeds before the Tijuana Civil Courts, as allowed under Law.

5.2      If the RENT  COMMENCEMENT  DATE of this  Lease is a day other  than the
         first day of a calender month,  the amount of this first monthly rental
         payment  which is equal to the pro rata  portion of the first  calendar
         month that the Leased Premises will have been occupied by LESSEES;  and
         the amount of the final rental payment hereunder shall be that pro rata
         portion of the usual monthly  rental  payment which is equal to the pro
         rata portion of the last  calendar  month during which this Lease shall
         be in effect.

5.3      For purposes of calculating the monthly rent, the parties shall use the
         highest rate of exchange  for sale quoted by Banco  Nacional de Mexico,
         Bancomer, and Banca Serfin, on the day of payment or on the immediately
         preceding  business day in case the day of payment is a holiday for the
         banking institutions of Mexico.

5.4      As of the  second  year  of this  lease,  the  monthly  rent  shall  be
         $31,724.00  (Thirty One Thousand  Seven Hundred Four Dollars and 00/100
         U.S. Cy.). As of the third year of the lease, the monthly rent shall be
         $32,675.75  (Thirty Two Thousand  Six Hundred  Seventy Five Dollars and
         75/100 U.S.  Cy.).  As the fourth year of the lease,  the monthly  rent
         shall be  $33,656.00  (Thirty  Three  Thousand  Six  Hundred  Fifty Six
         Dollars and 00/100 U.S.  Cy.).  As of the fifth year of the lease,  the
         monthly  rent shall be  $34,665.68  (Thirty  Four  Thousand Six Hundred
         Sixty Five  Dollars  and  68/100 U.S Cy.).  As of the sixth year of the
         lease, the monthly rent shall be $35,705/65 (Thirty Five Thousand Seven
         Hundred Five Dollars and 65/100 U.S. Cy). As of the seventh year of the
         lease, the monthly rent shall be $36,776.82  (Thirty Six Thousand Seven
         Hundred Seventy Six Dollars and 82/100 U.S. Cy).
5.5      As of year eight,  the then  monthly  rent shall  revert to  $34,665.68
         (Thirty Four  Thousand  Six Hundred  Sixty Five Dollars and 68/100 U.S.
         Cy.). In years nine through  twelve there will be a 3% annual  increase
         in the rental rate.

5.6      As of year  thirteen,  the then monthly rent shall revert to $34,665.68
         (Thirty Four  Thousand  Six Hundred  Sixty Five Dollars and 68/100 U.C.
         Cy.), and for each  subsequent  year there will be a 3% annual increase
         in the rent rate.

5.7      In case of late payment, the LESSEES agree to pay the LESSOR liquidated
         damages at a rate of 1.5% (One point five percent) per month.

SIXTH. INSURANCE.

6.1      During  the life of this  agreement,  the  LESSEES,  shall  obtain  and
         maintain in full force and effect, the following insurance policies:

         6.1.1.   Insurance  to cover the  LESSEES  and the LESSOR  against  any
                  civil  liability  claims,  demands,  lawsuits or  actions,  or
                  against  the  accidents  or death of any  person,  or from any
                  damages to the goods of any third party in connection with the
                  use by the LESSEES of the LEASED PREMISES.  The  corresponding
                  insurance  policy shall cover an  insurable  value of at least
                  $100,000.00  dollars (One Hundred  Thousand Dollars and 00/100
                  U.S. Cy.).


          6.1.2  Insurance  in favor of the  LESSOR  which  shall  cover  the
                 LEASED PREMISES against fire, lightning,  explosion, falling
                 aircraft  collision,  smoke, storms,  hail,  vehicle damage,
                 earthquakes, volcanic eruption, strikes, riots,civil commotion,
                 vandalism, flood, and/or any others risks covered under the so
                 called  extended  coverage  (including windows and gas  tanks).
                 In view of the foregoing,  LESSEES hereby  waive  any right to
                 demand payment from the LESSOR for damages  caused  by  fire,
                 explosion and other unforeseen events,save for LESSOR-generated
                 or LESSOR-caused acts of negligence or wilful misconduct.  The
                 corresponding  insurance  policy shall cover an insurable value
                 of $1,400,000.00 Dollars (One Million Four Hundred Thousand
                 Dollars 00/100 U.S. Cy.).

6.2      The insurance  policies  referred to in paragraph  6.1.  above shall be
         obtained with any insurance company authorized to do business in Mexico
         acceptable to the LESSOR. Likewise, the policies shall provide that the
         same may not be amended without the prior written  authorization of the
         LESSOR.  Additionally,  said insurance policies shall provide that they
         shall not be subject to cancellation  or change,  except after at least
         30 (thirty) days written notice to the LESSOR.

6.3      The minimum coverages  mentioned in paragraph 6.1.1 and 6.1.2 above
         shall be annually  increased at a rate of 3% per annum.

SEVENTH. TAXES AND COSTS.

7.1      The  LESSOR  shall be  responsible  of payment of the income and assets
         taxes to which it is  obligated.  On its  part,  the  LESSEES  shall be
         responsible for the payment of the property taxes,  the I.V.A.  tax and
         any other taxes which may be levied upon the LEASED PREMISES,  or which
         may  derive  from  this  agreement  or from  the use of the same by the
         LESSEES. LESSEES shall submit to the LESSOR a copy of the corresponding
         tax  receipts at least 10 (ten) days before said taxes  become due. The
         property  taxes shall have a cap of 5% per year of  increase  for which
         the  LESSEES  are  liable,  any  increase  above this  amount  shall be
         responsibility of the LESSOR.

EIGHTH.- REPAIRS AND MAINTENANCE.

8.1.     LESSOR

         8.1.1.   After written notice from the LESSEES, the LESSOR shall repair
                  the structural defects of the exterior walls, roof, hidden
                  plumbing, main sewer line, floor and any roof leaks not caused
                  by LESSEES and other structural items of the LEASED PREMISES
                  caused as a consequence of the normal use of the same.  The
                  parties further agree that:  1.- the repair of such structural
                  defects, and 2.- repairs covered  through  LESSEE-financed
                  or generated  insurance  proceeds  pursuant to  Section 6.1.2.
                  above, shall be deemed as the only necessary repairs for which
                  the LESSOR shall be responsible hereunder.  Notwithstanding
                  the foregoing, the LESSOR shall not be responsible for repairs
                  of the LEASED PREMISES, unless the LESSEES so inform said
                  LESSOR in writing within three (3) business days after the
                  LESSEES notice the damage.  LESSOR shall  proceed  diligently
                  to make such repairs as soon as practically possible and shall
                  continue to do so until the same are completed.

          8.1.2     The LESSOR shall not be responsible, nor have the obligation
                    to repair the damages caused by the LESSEES negligence, or
                    that of LESSEES workers, clients, contractors, or guests
                    shall not be responsible, nor have the obligation to repair
                    the damages caused by the LESSEES  negligence,  or that of
                    LESSEES workers, clients, contractors, or guests.

8.2.     LESSEES

         8.2.1.   LESSEES  shall be responsible for repairs to damages sustained
                  to the LEASED PREMISES, other than:  those described in clause
                  8.1.1. herein above. The damages referred to in this paragraph
                  include but are not limited to, the damages to and maintenance
                  of plumbing systems, sewage, telephone, gas as well as for the
                  equipment, interior walls, interior and exterior painting,
                  floor slab, ceilings, air conditioning and ventilation systems
                  and appliances, heaters, doors and windows, glass,docks, docks
                  levels, landscaping, lighting, electrical, etc., of the LEASED
                  PREMISES,  and in general,  everything  not  considered a
                  structural repair under clause 8.1.1. above. Likewise  LESSEES
                  shall repair all kinds of leaks and gutter malfunctions  if
                  caused by LESSEES.  All repairs  made by LESSEES must be equal
                  in quality and kind to the original work.  All expenses
                  resulting  out of  disregarding  or  negligence  to the LEASED
                  PREMISES solely by LESSEES, their employees, agents or guests,
                  or a violation of LESSEES obligations hereunder, shall be
                  borne by said LESSEES.

         8.2.2    The  LESSEES  shall  maintain  the  LEASED  PREMISES  and  its
                  improvements  free from any liens.  LESSEES shall maintain all
                  parts of the  Leased  Premises  in a neat,  clean and  orderly
                  condition, free of garbage, debris and illegal materials.

NINTH.- LIMITATION OF LIABILITY AND INDEMNIFICATION.

9.1      Except for  intentional  or negligent  acts or omissions of LESSOR,  or
         that of LESSORs agents or employees,  the LESSOR shall not be liable to
         LESSEES or to any other person whatsoever for any loss or damage of any
         kind of nature  caused by  LESSEES  intentional  or  negligent  acts or
         omissions,  or that of other  occupants  of the  Industrial  Park or of
         adjacent property, or the public, or other causes beyond the control of
         the  LESSOR,  including,  but no  limited  to failure to furnish or any
         interruption  of any  utility or other  services in or about the LEASED
         PREMISES.

         LESSEES  recognize  that  additions,  replacements  and  repair  to the
         Industrial  Park may be made  from  time to time.  Accordingly,  LESSOR
         shall make its best efforts to keep  interferences  at a minimum,  and,
         where same  comprise or require  efforts over a period  anticipated  to
         exceed forty eight (48) hours,  shall  require  prior notice to LESSEES
         and reasonable  accommodation by LESSOR to provide  alternative vehicle
         access to the Leased Premises for such period.

9.2.     If the  LESSOR  or  LESSEES  are held  responsible  for any  obligation
         undertaken  by the other,  both parties agree to indemnify and hold the
         other  harmless  from any and all claims  for  damages or losses of any
         kind,  arising from  negligent  acts or omission of either party or its
         contractors, licensees, agents, invitees, or employees, or arising from
         any  accident,  injury or  damages  whatsoever  caused to any person or
         property  occurring  in or about  the  LEASED  PREMISES,  or the  areas
         adjoining  said  LEASED  PREMISES  and  against  all cost and  expense,
         including attorneys fees, incurred thereby, and to restore or reimburse
         any all such cost and expenses to the other party.

TENTH.- UTILITY SERVICES.

LESSEES agrees to request directly from the corresponding utility companies that
the public  services  that said LESSEES may need be rendered by such  companies,
and shall promptly pay for any and all utilities,  capacity  charges and related
services  furnished on LESSEES behalf in the LEASED PREMISES,  including but not
limited to water, gas,  electricity,  and telephone  charges. A complete list of
utility  services  available  in the  Industrial  Park and those  utilities  and
improvements  being supplied by the LESSOR to LESSEES to the Leased Premises are
hereby attached as Exhibit G.

ELEVENTH.- ASSIGNMENT AND SUBLETTING.

11.1     The LESSEES may not assign  their joint  rights and  obligations  under
         this  agreement,  nor may they sublet the LEASED  PREMISES  unless they
         obtain LESSORS prior written  authorization;  which authorization shall
         not be unreasonably withheld.

11.2     The  LESSOR  shall be  entitled  to assign,  in whole or in part,  its,
         rights and obligations under this agreement.  Consequently, the LESSEES
         hereby  grants  authorization  to the  LESSOR  so that the  latter  may
         formalize  the  assignments  which it may deem  appropriate.  Likewise,
         LESSOR shall be expressly  entitled to guarantee  any of its present or
         future obligations with its rights under this agreement.

TWELFTH.- RENT WITHHOLDING.

The LESSEES hereby waive any right to withhold any rental payments. Accordingly,
the LESSEES shall deliver in a timely  fashion,  and under the terms  hereunder,
any and all  amounts to which the LESSOR may be entitled  to,  thus  agreeing to
assert  any  claim,  demand,  or  other  right  against  the  LESSOR  only by an
independent proceeding.

THIRTEENTH.- ACCESS TO THE LEASED PREMISES.

13.1     The LESSOR or its  authorized  representatives  shall have the right to
         enter the LEASED PREMISES during all of LESSEES  business hours, and in
         emergencies at all times, to make repairs, additions, or alterations to
         the LEASED PREMISES which it may be authorized or obligated to do under
         this  agreement,  but only after proper  written notice from LESSEES of
         such emergency or situation.

13.2     LESSOR  shall  have  the  right  to show  the  LEASED  PREMISES  to any
         prospective clients. Likewise LESSOR shall have the right to post those
         signs  which  it may  deem  appropriate  on the  facade  of the  LEASED
         PREMISES  in order to promote  its  future  rental,  only upon  written
         notification from LESSEES of said parties intent to terminate the Lease
         Agreement.

13.3     Except  in case of  emergency,  the  LESSOR  shall  give  notice to the
         LESSEES before entering the LEASED PREMISES, and the LESSEES shall have
         the  ongoing  right to escort  any  representative  of the  LESSOR  and
         prospective clients.

FOURTEENTH.- DAMAGE OR DESTRUCTION.

14.1     TOTAL

         In the event the whole or substantial  part of the LEASED  PREMISES are
         damaged or  destroyed  so as to impede the LESSEES  operations  for the
         purposes for which the same where leased, LESSOR shall, within 10 (ten)
         days from such  destruction,  determine whether the LEASED PREMISES can
         be restored within the following 4 (four) months and notify the LESSEES
         of  such  determination.  If the  LESSOR  determines  that  the  LEASED
         PREMISES  cannot be  restored  within the  following  4 (four)  months,
         either  the  LESSOR or the  LESSEES  shall have the right and option to
         immediately terminate this Lease Agreement by means of a written notice
         to the other party.  If the LESSOR  determines that the LEASED PREMISES
         can be restored within said 4 (four) month period, the LESSOR shall, at
         its own expense,  proceed  diligently  to rebuild the LEASED  PREMISES,
         waiving any right to receive rental  payments while the LEASED PREMISES
         are being rebuilt.

14.2     PARTIAL.

         In the event the  referred  damages do not  prevent the  LESSEES,  in a
         substantial way from continuing the normal operation of its business on
         the LEASED  PREMISES,  the LESSOR or the  LESSEES,  as the case may be,
         shall repair said damages under the terms of clause SEVENTH  above.  In
         said case the rent  hereunder  shall be abated  according to the actual
         square footage occupied by the LESSEES during the reconstruction phase.
         Should  there be any  dispute as to the actual  space  occupied  by the
         LESSEES  the parties  agree to submit the same before a licensed  civil
         engineer,  to be jointly determined by LESSOR and LESSEES,  and in lieu
         of an agreement thereof,  before a civil engineer selected by the citys
         private Civil Engineers Board (Colegio de Ingenieros Civiles).

14.3     If the damage in question  is caused by a  negligent  or willful act of
         the LESSEES or their employees, the LESSEES agree to punctually pay the
         rent hereunder (provided that all  LESSEE-generated  insurance proceeds
         are fully applied pursuant to sections 6.1.2, and 14.1 above).

FIFTEENTH.- CONDEMNATION.

15.1     In the event the whole or a portion of the LEASED  PREMISES is taken by
         expropriation,  for any public or  quasi-public  use or purposes,  this
         Lease shall  terminate and conclude on the date that the  possession is
         taken by the condemnor.


15.2     Taking by condemnation or eminent domain shall include: the exercise of
         any similar government power and sale and purchase or other disposition
         of the LEASED PREMISES in Mexican Law, regulation or governmental order
         which physically  prevents LESSEES from using all or part of the LEASED
         PREMISES.

SIXTEENTH.- CERTIFICATES.

The  parties  shall,  within (10) days of receipt of a written  request  made by
eachother,  deliver a statement in writing, certifying that this Lease Agreement
is unmodified and in full force and effect, (or if there have been modifications
that the same are in full force and effect, as modified); the dates to which the
rent and any other  charges have been paid in advance and that  LESSOR-built  or
LESSEE-built  Improvements have been  satisfactorily  completed.  It is intended
that any such statement may be relied upon by any person,  prospective purchaser
or lending  institution  interested  in either the  LEASED  PREMISES,  or in the
parties respective interests or assets.

SEVENTEENTH.- COVENANTS AND PARK RESTRICITONS.

17.1     The  LESSEES  agree to be  bound by the  terms  and  conditions  of the
         covenants and  restrictions  of Parque  Industrial  La Joya,  which are
         attached  hereto  as  Exhibit  E and  form  an  integral  part  of this
         agreement. The parties agree that any subsequent changes will not apply
         to  LESSEES  or to this  agreement,  unless  accepted  by the latter in
         writing.  In addition LESSOR and LESSEES agree that a variance has been
         granted in regards to sections 4, 5 and 6, of the above mentioned CC&Rs
         to  enable  the  building,  subject  of  this  lease  agreement  to  be
         constructed as per the attached plans and specifications.

17.2     Accordingly,  the  LESSEES  agree to pay in  advance to the LESSOR in a
         semiannual  basis the maintenance fee provided for in the covenants and
         restrictions of Parque Industrial La Joya,  according to the total area
         of the land (Phase I) where the LEASED  PREMISES are built at a maximum
         rate of $0.50 (Fifty cents U.S.
         Cy.) Per square meter per year.

17.3     LESSEES shall not pay the  aforementioned  maintenance fees for one (1)
         year as of the date of Final Occupancy.  The maintenance fee shall then
         be charged on the first phase of land  expansion  approximately  18,336
         square meters.

EIGHTEENTH. DEPOSITS.

18.1     LESSOR hereby  acknowledges to have received from LESSEES,  as deposit,
         the amount of  $123,200.00  Dollars (One Hundred  Twenty Three Thousand
         Two  Hundred  Dollars  00/100  U.S.  Cy.),  in order to  guarantee  its
         obligations  hereunder.  Said deposit shall be retained as follows: Two
         (2) months rent or $61,600.00  Dollars  (Sixty One Thousand Six Hundred
         Dollars 00/100 U.S. Cy.), to be held as a refundable  security  deposit
         and to be reimbursed to the LESSEES,  without interest after the LESSOR
         carries  out an  inspection  of the  conditions  under which the LEASED
         PREMISES are returned, normal wear and tear excluded. The remaining two
         (2) months rent to be credited  equally  through the first  twelve (12)
         months of rental payments.


18.2     In case of early termination for any cause  attributable to the LESSEES
         default,  the LESSOR shall be entitled to keep any amounts delivered to
         said LESSOR as prepaid rent or deposit,  regardless of any other rights
         to which the LESSOR may be entitled to.

NINETEENTH. NOTICES.

19.1     Any notice to be given to the LESSOR under this agreement shall be sent
         to the address  mentioned  in recital  I.C. or to such other  addresses
         which may from time to time be notified by the LESSOR to the LESSEES.

19.2     Any notice to be given to the LESSEES under this agreement shall be
         addressed to the LEASED PREMISES.

19.3     Said notice shall be in writing,  and shall be delivered  personally to
         the legal representative of the party in question, or sent by certified
         mail,  postage prepaid to the addressed  mentioned above, in which case
         the  corresponding  notice shall be deemed delivered 14 (fourteen) days
         after the date of mailing thereof.

TWENTIETH.- LESSEES=S DEFAULT.

20.1     Each of the  following  shall be a default  of the  LESSEES  and LESSOR
         shall provide written notice to LESSEES informing them of said default.
         Upon written  notification  from LESSOR,  LESSEES shall have 30 days to
         cure the default:

         20.1.1            In case the  LESSEES  fail to  surrender  the  LEASED
                           PREMISES upon the expiration of the term indicated in
                           clause THIRD above.

         20.1.2            The LESSEES failure to pay any monthly rent due and
                           payable hereunder.

         20.1.3            Default in the performance of any of the LESSEES
                           covenants, agreements or obligations hereunder.

         20.1.4            The filing of a petition  of  bankruptcy  against the
                           LESSEES,  said petition remaining  undischarged for a
                           period of 90 (ninety) days.

         20.1.5            In case of an attachment, execution or other judicial
                           seizure of substantial part of LESSEES assets, with a
                           minimum dollar value of Five Hundred Thousand Dollars
                           ($500,000),  such  attachment,   execution  or  other
                           seizure  remaining  undismissed or undischarged for a
                           period of 30 (thirty) days after the levy thereof.

         20.1.6            In case of the  appointment  of a trustee or receiver
                           to take  possession  of all or  substantially  all of
                           LESSEES assets.

20.2     Upon occurrence of any one of the foregoing  LESSEES  defaults,  LESSOR
         shall have the right,  at its option and in addition to other rights or
         remedies  granted by law,  including the right to claim  damage,  to do
         either of the following:

         20.2.1.           Immediately  rescind this Lease  Agreement and eject
                           LESSEES from the LEASED  PREMISES.  Should LESSOR
                           initiate any action to terminate this  agreement,
                           LESSEES shall reimburse the  LESSOR any costs related
                           to the  LESSEES  vacancy  of the LEASED  PREMISES  in
                           the understanding that if the LESSEES fail to vacate
                           the LEASED PREMISES, and starting on the date on
                           which the corresponding action  is filed, the LESSEES
                           shall pay to the LESSOR, as liquidated damages,  a
                           monthly  amount  equal to 150% (One  Hundred  Fifty
                           percent)  of the  monthly  rent  in  force  on the
                           date on  which  said action  may be initiated or that
                           in force  prior to the  termination of the agreement.
                           The  LESSEES acknowledges that this provision shall
                           not be construed as an authorization to occupy the
                           LEASED PREMISES beyond the term set forth herein.

         20.2.2            Claim  specific  performance  after sixty (60) days
                           of continuing  default.  In the case of  default  as
                           specified above exceeding sixty (60) days of  LESSORs
                           written notification, LESSOR shall, in addition to
                           all other remedies, have the right to declare and
                           collect the entire unpaid balance of rent to the end
                           of the last year of the existing Lease Term or
                           extension thereof then in effect and also declare all
                           other sums due to LESSOR,  immediately  due  and
                           payable, plus interest at the rate of eighteen
                           percent (18%) per annum on said sums form the date of
                           such declaration until paid in full.

                           In the event that the LEASED  PREMISES  covered under
                           this Lease  Agreement  are  leased to another  tenant
                           during the remainder of the initial term or extension
                           thereof,  and the LESSEES  prepays the rental  unpaid
                           balance  as a result  of this  clause,  LESSOR  shall
                           promptly refund to LESSEES,  in monthly  installments
                           that portion of rent paid by LESSEES pursuant to this
                           paragraph  which is  allocable  to the  period of the
                           Lease  Term  during  which the  LEASED  PREMISES  was
                           leased  to  another  tenant  of  otherwise  used in a
                           beneficial manner as well as any other allocable sums
                           paid by  LESSEES  to  LESSOR,  less any loss o damage
                           incurred by LESSOR as a result of LESSEES default.

TWENTY FIRST.- MISCELLANEOUS.

21.1     In case any party fails to execute  any action  against the other as to
         protect a certain right under this agreement, said failure shall not be
         construed as a waiver of any other rights derived herefrom.

21.2     This agreement may only be modified by written  agreement signed by the
         authorized  representatives  of the parties  hereto.  Furthermore,  the
         parties  agree that the  LESSOR  shall not have the power to amend this
         Lease Agreement so as to reduce the rent,  decrease the terms or modify
         or negate any  substantial  obligation  without the written  consent of
         LESSEES.  Such  obligation  shall  continue until the LESSEES notify in
         writing that the LESSOR has complied with all of LESSORS obligations or
         has  paid  all  amounts  owed  to  the  abovementioned  party,  in  the
         understanding  that if the LESSOR fails to obtain the LESSEES  approval
         to carry out the  foregoing,  the amendment of the terms and conditions
         above mentioned shall have no effect whatsoever against said LESSEES.

21.3     In case any party hereto exercises an action against the other in order
         to demand the performance of this agreement, the prevailing party shall
         be entitled to reasonable attorneys fees.

21.4     Each party shall  execute such further  documents as shall be requested
         by the other  party,  but only to the  extent  that the  effect of said
         documents  is to give  legal  effect to rights and  obligations  stated
         forth in this Lease Agreement.

21.5     In case any competent  court  declares that any provision  hereunder is
         null and void, the remaining clauses shall continue in full effect.
21.6     The parties agree that this Lease  Agreement shall governed by the laws
         of  State  of  Baja  California.   For  everything  pertaining  to  the
         interpretation  and  compliance  of this Lease  Agreement  the  parties
         hereby  expressly submit to the jurisdiction of the Civil Courts of the
         City of Tijuana, Baja California,  waiving any other jurisdiction which
         might be applicable  by reason of their present or future  domiciles or
         otherwise.

21.7     The parties agree that this Lease  Agreement  shall be executed in both
         Spanish and English versions,  whereupon both versions shall constitute
         the  full  agreement  between  same,  to the  exclusion  of  any  other
         translation or interpretation.

TWENTY SECOND - EXPANSION & IMPROVEMENT OPTIONS.

22.1     The parties agree that there is an area of land  directly  adjacent (to
         the  north)  of  the  first   phase  land   expansion.   This  area  is
         approximately  5,416 square meters. The LESSEES shall have full use and
         enjoyment  of this  expansion  land,  free of charge,  for the first 24
         (twenty four) months of the lease agreement.

22.2     If the LESSEES wish to continue using the aforementioned expansion land
         after the free 24 (twenty four) month  period,  from years 3 through 5,
         the LESSEES  shall pay rent of $1,800.00  (One  Thousand  Eight Hundred
         Dollars and 00/100) per month.  After year 5, the LESSEES can  continue
         to pay the  ground  rent  herein  above  mentioned  or  relinquish  the
         expansion land to the LESSOR at no penalty or cost.

22.3     The parties  agree that upon  termination  of the  initial  lease term,
         LESSOR shall  repaint the exterior of the facility the color of LESSEES
         choice.

22.4     The parties  agree that upon  written  notice and  approval by LESSEES,
         LESSOR  shall   construct  an  expansion  of  the  lease   premises  of
         approximately  30,000 square feet of the expansion  land.  The rent for
         the shell  facility  shall not exceed $0.30  (Thirty  Cents) per square
         foot per month. There will be additional costs if the LESSEES choose to
         add  tenant  improvements  to the  facility  expansion  such as but not
         limited to offices, restrooms and cafeteria installations.

22.5     The parties agree that there is a $20,000.00  (Twenty  Thousand Dollar)
         landscape allowance included in the lease agreement.  This allowance is
         reserved for landscape  improvements within the fenced perimeter of the
         facility land area and does not include  exterior banks or common areas
         which shall be landscaped and maintained by LESSOR.

IN WITNESS  WHEREOF,  the parties have executed this agreement in the places and
on the dates stared hereinbelow.

                                 LESSORS LESSEE

/s/ Refugio V. Geffroy de Flourie             /s/ Jose Angel Aguayo Ramirez
------------------------------               -------------------------------
By Common Representative                      DAYRUNNER DE MEXICO, S.A. DE C.V.
Refugio V. Geffroy de Flourie                 By: Jose Angel Aguayo Ramirez


Date:  4/2/99                               Date:  3/31/99


Place:Tijuana, B.C.
                                            Place: Tijuana, B.C.

                                            LESSEE
                                            /s/ John Kirkland
                                            --------------------
                                            DAYRUNNER, INC,
                                            By Mr. John Kirkland

                                            Date: 4/5/99

                                            Place: Tijuana, B.C.





  WITNESS                                                  WITNESS


-----------------------                                  ---------------------













                                    Exhibits

A: Land Ownership documentation
B: Drawing and description of plot of land
C: Acta Constitutiva of Dayrunner de Mexico
D: Building drawings and specifications
E: Parque Industria La Jollas,-CC&Rs
G: Utilities and tenant improvements list