EXHIBIT 10.30


                                 LEASE AGREEMENT

This lease agreement (herein the "Agreement"), made and entered into as of the
24th day of March, 2000, by and between Resun Leasing, Incorporated (herein
Lessor"), and Children's Wonderland, Inc. (herein "Lessee").

                                   WITNESSETH:

Lessor hereby leases and rents to Lessee and Lessee hereby leases and rents from
Lessor, upon the following terms and conditions, the personal property (herein
the "Property") described in annexed Schedule A.

1. TERM. The term of this Agreement shall be eighty-two (82) months to begin on
the date the Property is delivered and accepted (herein the "Commencement Date")
by the Lessee and to end on the same day of the eighty-second (82nd) successive
calendar month following the Commencement Date. Lessee will provide Lessor a
certificate of acceptance, in a form similar to Schedule B, attached hereto,
outlining such Commencement Date.

2. RENTAL. The monthly rental will be as follows: (4) payments at $6,000.00,
followed by (3) payments at $8,000.00 followed by (3) payments at $10,000.00,
followed by (12) payments at 13,000.00 followed by (12) payments at $14,000.00
followed by (48) payments at $15,000.00 (herein the "Rent"), which sum plus an
amount equal to the sum of all applicable taxes, fees and assessments, will be
due in advance starting on the Commencement Date and will continue to be due for
the remainder of the term on the same day for each successive calendar month
thereafter. Lessor will invoice Lessee for each monthly rental installment.

3. NET LEASE. This Agreement is a net lease and Lessee's obligations to pay all
Rent due under the Agreement and the rights of the Lessor or its assignee in,
and to, such Rent shall be absolute and unconditional under all circumstances,
notwithstanding: (i) any setoff, abatement, reduction, counterclaim, recoupment,
defense or other right which Lessee may have against Lessor, its assignees, the
manufacturer or seller of the Property, or any other person for any reason
whatsoever; (ii) any defect in condition, operation, fitness for use, or any
damage to, or destruction of the Property; (iii) any interruption or cessation
of use or possession of the Property; or (iv) any insolvency, bankruptcy
reorganization or similar proceedings instituted by or against Lessee.

4. SECURITY DEPOSIT. Lessee shall pay the sum of (NOT APPLICABLE) (herein the
"Security Deposit"), to be held by Lessor without liability to Lessee for
interest, as security for Lessee's faithful performance of the terms and
conditions of this Agreement, as well as to indemnify Lessor, to the extent
thereof, for any damages, cost, expenses or attorney fees which Lessor may incur
by reason of Lessee's default hereunder. In the event of Lessee's default,
Lessor may apply the Security Deposit in payment of its cost, expenses and
attorney fees in enforcing the terms of this Agreement and to indemnify Lessor
against any damages sustained by Lessor, provided however, nothing herein
contained shall be construed to mean that the recovery of damages by Lessor
shall be limited to the amount of the Security Deposit. In the event all or any
<PAGE>
portion of the Security Deposit is applied as aforesaid, Lessee shall deposit
additional amounts with Lessor so that the Security Deposit shall always be
maintained at its original amount. Provided Lessee is not in default hereunder,
upon the termination of this Agreement, and the return of the Property to Lessor
in the condition required by Section 17 hereof, any unexpended balance of the
Security Deposit shall be returned to the Lessee.

5. SET-UP AND DELIVERY. Upon Lessor's receipt of this executed Agreement, Lessor
will order the Property for the Lessee based on agreed upon specifications and
drawings. Lessee will bear all costs and responsibilities and perform all
obligations including but not limited to arranging for delivery and installation
of the Property, unless otherwise indicated on Schedule A. Lessor will be
responsible for payment of the purchase price of the Property. If delivery and
installation of the Property is delayed more than sixty (60) days from the date
the Property is ready to be shipped to the Lessee's site and such delay is not
the Lessor's fault, the term of the Agreement and the Rent will commence on such
sixtieth (60th) day.

6. TIME LIMITATIONS. Lessee hereby agrees that Lessor's charges and rental rates
provided herein will be subject to revision by Lessor in the event Lessee
requests alterations in the design or specifications of the Property after the
execution of this Agreement.

7. LOCATION OF PROPERTY. Lessee shall use the Property in the operation of its
business at the location specified on Schedule B and the Property shall not be
removed from such location without Lessor's prior written consent. Provided
approval to relocate the Property is given, Lessee shall bear all costs
associated with such relocation. If the Property shall be located on a site not
owned by Lessee, Lessee shall obtain for the benefit of Lessor, a Landlord's
waiver in a form acceptable to Lessor. Lessee shall provide Lessor with the
following information: (i) the name and address of the owner of record of the
premises; (ii) the legal description of the Premises.

8. LESSEE'S INTEREST. The Property shall at all times remain the sole and
exclusive property of Lessor, and Lessee shall have no right, title or interest
therein, except for those rights expressly granted by this Agreement. Lessee
agrees to execute and deliver to Lessor such documents and instruments as are
requested by Lessor in order to preserve and protect the Property and Lessor's
interests therein.

9. COMPLIANCE WITH REGULATIONS. Lessee at its own cost and expense, shall comply
with and conform to all regulations, rules, ordinances, and requirements of any
municipal, county, state or federal authority in all matters and things
affecting the Property, including laws governing toxic waste, hazardous
substances and other environmental risks. In addition, at its own cost and
expense, Lessee shall arrange for hookup to any utility connection required,
purchase all permits required to situate the Property and obtain necessary
zoning variances required by any municipal, county, state or federal authority.
In the event compliance with any governmental or quasi-governmental agencies
require Lessor to change its design of the Property or any part thereof,
Lessor's charges and rental rates may be adjusted to give effect to any changes
in Lessor's cost resulting therefrom.

10. LESSEE'S INSPECTION. Upon delivery of the Property, Lessee shall inspect the
same within twenty-four (24) hours following delivery and provide Lessor written
notice specifying defects in or other proper objections to the Property. If
Lessee fails to provide such notice, within 24 hours following the date of

                                       2
<PAGE>
delivery, it shall be conclusively presumed as between Lessor and Lessee that
Lessee has inspected the Property and that the same is in good condition and
repair and acceptable for lease hereunder.

11. LESSOR'S INSPECTION. Lessor, at all times during normal business hours,
shall have the right to enter upon the premises where the Property is located
for the purpose of inspection and observing its use.

12. ALTERATIONS. Lessee shall make no alterations, additions or improvements to
the Property without the prior written consent of Lessor. All additions and
improvements of whatsoever kind or nature shall become the property of Lessor.
Lessor, at its option, may require Lessee, at Lessee's cost and expense, to
remove any additions and improvements made to the Property and restore the same
to its original condition, subject only to normal wear from ordinary use. The
storage or transportation of any hazardous substances in the Property is not
permitted and the effects of such substances on the Property shall not be
considered ordinary wear and tear. If the Property is determined to have been
used to store any such substances, the Lessee will be required to purchase the
Property at a rate to be determined by the Lessor.

13. WAIVER AND INDEMNIFICATION. Lessee hereby waives and releases all claims
against Lessor for loss of or damage to all property, goods, wares and
merchandise in, upon or about the Property, and for injuries to Lessee, Lessee's
agents and third persons, irrespective of the cause of such loss, damage or
injury. Lessee agrees to indemnify and hold harmless Lessor from and against any
and all losses, liabilities, costs, expenses (including attorney fees), claims,
actions, and demands arising out of the maintenance, possession or use of the
Property by Lessee, its employees, agents or any person invited, suffered or
permitted by Lessee to use or be in, on or about the Property.

14. INSURANCE. During the term of this Agreement or any extension thereof,
Lessee shall maintain in force comprehensive general liability insurance written
by a responsible insurance company or companies in an amount not less than One
Million Dollars ($1,000,000) combined single limit insuring Lessee and naming
Lessor as additional insured with respect to liability against loss from injury
or damage arising out of the ownership, possession, maintenance or use of the
Property. The Lessee shall also maintain property damage insurance in the amount
specified on Schedule A and name Lessor as loss payee with respect to the
Property. It is Lessee's responsibility to furnish Lessor with current
certificates evidencing the effectiveness of such insurance. Such insurance
policy or policies shall provide that any cancellation, modification or
alteration shall not be effective as to Lessor unless Lessor shall have been
provided written notice at least thirty (30) days prior to the effective date of
any such cancellation, modification or alteration. The Lessee may elect to have
the Lessor provide such insurance coverage by indicating on Schedule A. The
rates outlined on Schedule A will be billed to the Lessee on a monthly basis. If
the Lessor does not receive a certificate within forty-five (45) days after
execution of this Agreement or if such policy expires and is not renewed, the
Lessor will provide such coverage on behalf of the Lessee at the rates specified
on Schedule A. The Lessor can not provide primary liability coverage for
locations occupied as daycare facilities.

15. LOSS AND DAMAGE. Until the Property is returned to Lessor, Lessee assumes
all risk of loss or damage to the Property and agrees to indemnify and hold
Lessor harmless from any loss resulting from theft, destruction or damage to the

                                       3
<PAGE>
Property. Should any of the Property damaged be capable of repair, this
Agreement shall not terminate, but at Lessee's cost and expense the Property
shall be repaired and restored to its condition existing prior to such damage.
In the event any of the Property is damaged beyond repair or is lost, stolen or
wholly destroyed, this Agreement shall cease and terminate as to such Property
as of the date of the event, accident or occurrence causing such loss or
destruction, and Lessee shall pay Lessor within ten (10) days thereafter, an
amount equal to the replacement value of the Property as of the date of the
event, accident or occurrence causing the loss, damage or destruction of the
Property. Lessee shall be entitled to the benefit of the proceeds from any
insurance recovery received by Lessor, up to an amount equal to that paid to
Lessor pursuant to this Section.

16. NOTICE OF INJURY. Within twenty-four (24) hours after its occurrence, Lessee
shall give Lessor written notice, including complete details, of any injury to
person or property, which injury in any way relates to the Property.

17. MAINTENANCE AND RETURN. Lessee, at its own cost and expense, shall maintain
the Property and every part thereof in good operating order, repair, condition
and appearance. Lessee is responsible for routine maintenance, cleaning and
cosmetic appearances of all mechanical equipment (e.g. cleaning air conditioning
coils and changing filters on a regular basis are considered maintenance).
Lessee shall not affix any advertising, signs or other insignia to the exterior
or interior of the Property without the prior written consent of Lessor. Unless
otherwise specified on Schedule A, at the termination of this Agreement, or any
renewal thereafter, the Lessee will be responsible for dismantling and
delivering the Property to Lessor's nearest storage facility. The Lessor must
approve, in writing, the contractors who will be performing such services. If
the Lessor performs the dismantle and return on behalf of the Lessee, the Lessee
will pay the Lessor's cost plus 15% within five (5) days following the date the
Property is returned to Lessor. The Lessee is responsible for surrendering the
Property in as good condition as upon original delivery to Lessee, reasonable
wear and tear excepted. In the event the Property is not in good condition,
normal wear and tear excepted, the Lessee will be responsible for paying all
costs to repair such damages.

18. LIENS. Lessee, at its own cost and expense, shall at all times keep the
Property free of and from all liens, encumbrances, attachments, levies, claims,
charges and assessments, and shall pay and discharge prior to delinquency, all
fines, taxes and other charges levied or assessed against the Property or
Lessee. Lessor may, in its sole discretion, pay in whole or in part any liens,
encumbrances, attachments, levies, claims, charges and assessments against the
Property, and Lessee shall be immediately liable to Lessor for the amount
thereof and shall pay the same upon demand.

19. LESSEE'S DEFAULT. If Lessee shall fail to pay the Rent or any other sum due
hereunder when due, or if Lessee fails to observe, keep or perform any other
term, condition or provision of this Agreement, or if Lessee ceases doing
business as a going concern, or if Lessee becomes insolvent or makes an
assignment for the benefit of creditors, or if a petition is filed by or against
Lessee under the Bankruptcy Code or under any similar statute, including a
petition for reorganization, arrangement or extension, or if Lessee applies for
or consents to the appointment of a receiver, trustee, conservator or liquidator
of Lessee, or if such receiver, trustee, conservator or liquidator is appointed

                                       4
<PAGE>
without the application or consent of Lessee, or if a creditor of Lessee or any
other person or entity attaches or levies execution against the Property, or if
Lessee makes a bulk transfer of its furniture, fixtures, furnishings, or other
equipment or inventory, Lessor shall have the right to exercise any one or more
of the following remedies.

     a) To declare all unpaid Rent and other charges immediately due and payable
     and to recover the balance of the Rent and other charges reserved
     hereunder, with Lessor retaining title to the Property.

     b) To sue for all Rent and other charges due hereunder as same shall
     accrue;

     c) With or without notice, demand or legal process, to retake possession of
     the Property hereunder (Lessee hereby authorizes and empowers Lessor to
     enter upon the premises wherever the Property may be found) and (i) retain
     the Property and all Rent and other charges paid hereunder and recover from
     the Lessee the amount of the unpaid Rent and other charges hereunder for
     the balance of the stated term; (ii) re-lease the Property and recover from
     the Lessee the amount by which the balance of Rent and other charges
     reserved hereunder for the balance of the stated term exceeds the net
     amount received by Lessor from such re-leasing for the same period; or
     (iii) sell the Property and recover from the Lessee the amount by which the
     balance of Rent and other charges reserved hereunder for the balance of the
     stated term and residual value of the Property exceeds the net amount
     received by Lessor from such sale. As used in this sub-division, the
     residual value shall be deemed to be the estimated value of the Property at
     the end of the stated term of this Agreement. Lessor may specifically
     enforce this provision which is a material inducement to Lessor in entering
     this Agreement;

     d) With or without notice, demand or legal process, to enter upon the
     premises wherever the Property may be found and render the same unusable;

     e) To recover damages from Lessee. Lessee recognizes that any holding over
     by Lessee after the time it is required to surrender the Property may cause
     Lessor to lose or prevent Lessor from obtaining substantial business
     opportunities, the value of which Lessor cannot presently ascertain. In
     order to limit Lessee's liability to Lessor therefore, Lessor and Lessee
     agree that Lessee shall pay Lessor as liquidated damages the sum of
     one-thirtieth (1/30th) of the monthly rental described in Section 2 of this
     Agreement plus the sum of Fifty Dollars ($50.00) for each day of holding
     over by Lessee;

     f) To terminate this Agreement and require Lessee to pay Lessor within
     twenty-four (24) hours after written demand, a sum of money equal to the
     amount, if any, by which the then cash value of the Rent reserved under
     this Agreement for the balance of the term exceeds the then cash reasonable
     rental value of the Property (including applicable taxes) for the balance
     of the lease term;

     g) To terminate this Agreement; and/or

     h) To pursue any other remedy at law or in equity.

                                       5
<PAGE>

Notwithstanding any repossession or any other action taken by Lessor, Lessee
shall be and remain liable for the full performance of all obligations required
of Lessee under this Agreement. All remedies of Lessor are cumulative and may be
exercised concurrently or separately. Lessor may exercise any or all of the
foregoing remedies as to all or any part of the Property.

Lessor shall not be deemed to have terminated this Agreement, or the liability
of Lessee to pay the Rent thereafter accruing, or waived Lessee's liability for
damage, by instituting any proceeding for claim and delivery, by re-leasing the
Property or otherwise. Nothing herein contained shall be construed as obligating
Lessor to lease the Property. In the event Lessor retakes possession of the
Property and re-leases same, Lessee shall have no right or authority to collect
Rent from a new lessee occupying the Property.

20. BANKRUPTCY. Neither this Agreement nor any interest therein is assignable or
transferable by operation of law.

21. LIMITATION OF LIABILITY. Under no circumstances shall Lessor be liable to
Lessee for any special, incidental or consequential damages resulting from the
lease of the Property, including, but not limited to, loss of business or
profits.

22. LESSOR'S EXPENSES. Lessee shall pay Lessor all costs and expenses, including
attorney fees, incurred by Lessor in exercising any of its rights or remedies
hereunder or enforcing any of the terms, conditions or provisions hereof.

23. LESSEE'S ASSIGNMENT. Lessee shall not assign, transfer, pledge or
hypothecate this Agreement, the Property or any part thereof or any interest
therein, or sublet or rent the Property or any part thereof, or permit the
Property or any part thereof to be used by anyone other than Lessee or Lessee's
employees without the prior written consent of Lessor. A consent to any of the
foregoing prohibited acts applies only in the given instance and is not a
consent to any subsequent like act by Lessee or any other person. Subject to the
foregoing, this Agreement shall inure to the benefit of, and is binding upon,
the successors and assigns of the parties hereto, and any such assignment,
transfer, pledge or hypothecation of this Agreement, the Property or any part
thereof or any interest therein, without the prior written consent of Lessor
shall be void.

24. LESSOR'S ASSIGNMENT. Lessor may assign this Agreement and its assignee may
assign same. All rights of Lessor hereunder shall be succeeded to by any
assignee hereof and said assignee's title to this Agreement, to the Rent and
other charges herein provided for to be paid, and in and to the Property shall
be free from all defenses, setoffs or counterclaims of any kind or character
which Lessee may be entitled to assert against Lessor; it being understood and
agreed that any assignee of Lessor does not assume the obligations of Lessor
herein named.

25. PERSONAL PROPERTY. This Property is, and shall at all times be and remain,
personal property notwithstanding the fact that the Property or any part thereof
may now be, or hereafter become, in any manner affixed, attached to, embedded
in, or permanently resting upon, real property or any building thereon, or
attached in any manner to a permanent structure by means of cement, plaster,
nails, bolts, screws or otherwise. In the event for purposes of taxation the

                                       6
<PAGE>
Property is treated by any governmental agency as real property, then Lessee
shall be solely responsible for payment of all taxes assessed against the
Property as real property. Any costs incurred to register or license the
Property or any part thereof pursuant to the laws of any state affecting the
licensing and registration of motor vehicles or trailers, shall be paid by
Lessee.

26. LATE CHARGE. Should Lessee fail to pay any part of the Rent herein reserved
or any other sum required by Lessee to be paid to or for the benefit of Lessor
within ten (10) days after the due date, Lessee shall pay to Lessor interest on
such delinquent payment, computed from the date first due until paid, at the
highest legal rate permitted by the laws of the State of California.

27. NON WAIVER. No covenant or condition of this Agreement can be waived except
by the written consent of Lessor. Forbearance or indulgence by Lessor in any
regard whatsoever shall not constitute a waiver of the covenant or condition to
be performed by Lessee to which the same may apply, and, until complete
performance by Lessee of said covenant or condition, Lessor shall be entitled to
pursue any remedy available under this Agreement, by law or in equity, despite
Lessor's forbearance or indulgence.

28. HOLDING OVER, EXTENSION OR SALE. Should Lessee desire to purchase the
Property or extend this Agreement beyond the term provided in Section 1 hereof,
Lessee shall provide Lessor written notice ninety (90) days prior to the end of
the term of this Agreement. Providing there have been no events of default, the
sale price or the monthly rental rate beyond the term provided in Section 1
shall be set at fair market value, unless otherwise specified in Schedule B.
Such purchase or extension of this Agreement shall be documented in a mutually
acceptable format.

29. TERMINATION. This Agreement may be terminated by either party, effective as
of the expiration of the term provided in Section 1, if three (3) months prior
written notice is given. If this Agreement is not so terminated it shall
continue in full force and effect for successive months, at the monthly Rent,
plus 10 %, until three (3) months written termination notice is given by either
party.

30. NOTICES. Any notice or communication given or required to be given hereunder
shall be deemed sufficiently given if delivered personally or mailed by
registered or certified mail, postage prepaid, to Lessor at the following
address:

                           RESUN LEASING, INCORPORATED
                             22810 QUICKSILVER DRIVE
                                DULLES, VA 20166

and to Lessee at the following address:

                           CHILDREN'S WONDERLAND, INC.
                                  P.O. BOX 6129
                              OXNARD, CA 93031-6129

or to such other address or addresses as may hereafter be furnished in writing
by either party to the other, and shall be deemed to have been given as of the
date personally delivered or deposited in the United States Mail.

                                       7
<PAGE>

31. JOINT AND SEVERAL LIABILITY. If more than one Lessee is named in this
Agreement, the liability of each shall be joint and several.

32. ORIGINAL AGREEMENT. There shall be one original of this Agreement executed
by all the parties and marked "Original" on the first page thereof. Any
duplicate original of this Agreement shall be marked "Duplicate Original" on the
first page thereof.

33. CHOICE OF LAW. This Agreement and its performance shall be governed
exclusively by the laws of the Commonwealth of Virginia.

34. WARRANTIES. LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR HAS MADE NO
WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, RELATING TO ANY OF THE
MATTERS CONTAINED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE
CONDITION OF THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR
PURPOSE.

35. TITLES. The titles of the Sections of this Agreement are solely for the
convenience of the parties, and are not to be used as an aid in the
interpretation of the terms and conditions thereof.

36. ENTIRE AGREEMENT. The foregoing constitutes the full and complete Agreement
between the parties, and all other oral or written agreements in relation to the
subject matter of this Agreement are hereby rescinded.

37. BINDING EFFECT. THIS AGREEMENT SHALL BECOME THE LEGAL AND BINDING OBLIGATION
OF THE LESSOR AND LESSEE ONLY UPON EXECUTION OF THIS AGREEMENT BY AUTHORIZED
REPRESENTATIVES OF EACH PARTY, AT THEIR PRINCIPAL PLACES OF BUSINESS. NO OTHER
CONTRACT AND NO AGREEMENT, CONSIDERATION OR STIPULATION MODIFYING OR CHANGING
THE TENOR HEREOF SHALL BE RECOGNIZED AS BINDING UNLESS APPROVED IN LIKE MANNER.

























                                       8
<PAGE>

IN WITNESS HEREOF, the parties hereto have duly executed this Agreement on the
date set forth below.

LESSOR:  RESUN LEASING, INCORPORATED
        ------------------------------------------------------------------------

SIGNATURE:  /s/
          ----------------------------------------------------------------------

PRINT NAME:       BARRY A. ROMAN
           ---------------------------------------------------------------------

TITLE:            PRESIDENT
      --------------------------------------------------------------------------

DATE:             10-18-00
     ---------------------------------------------------------------------------


LESSEE:   CHILDREN'S WONDERLAND, INC.
         -----------------------------------------------------------------------

SIGNATURE:   /s/
            --------------------------------------------------------------------

PRINT NAME:       JOHN R. CLARKE
             -------------------------------------------------------------------

TITLE:            CEO
        ------------------------------------------------------------------------

DATE:             8/28/00
       -------------------------------------------------------------------------

ALL RIGHT, TITLE AND INTEREST OF RESUN LEASING, INCORPORATED ("RESUN LEASING")
HEREUNDER HAS BEEN PLEDGED TO, AND IS SUBJECT TO THE SECURITY INTERESTS OF BT
COMMERCIAL CORPORATION, AS AGENT, PURSUANT TO THAT CERTAIN AMENDED AND RESTATED
CREDIT AGREEMENT, DATED AS OF SEPTEMBER 26, 2000, AMONG RESUN LEASING, BT
COMMERCIAL CORPORATION, AS AGENT, AND THE LENDERS FROM TIME TO TIME PARTY
THERETO, AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME. RESUN
LEASING SHALL HAVE NO RIGHT TO TRANSFER ITS RIGHT, TITLE OR INTEREST HEREUNDER
TO ANY PARTY EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF THE
RELEVANT CREDIT DOCUMENTS.

                                       9
<PAGE>



                                   Schedule A
              to Lease Agreement dated March 24, 2000, "Agreement"
            by and between RESUN LEASING, INCORPORATED, "Lessor" and
                      CHILDREN'S WONDERLAND, INC., "Lessee"


The Property consists of the following units:

(1) 12,000 square foot, single story daycare center comprised of (16) modular
units, serial numbers:

10014,  10015,  10017,  10024,  10025, 10026, 10027, 10029, 10030, 10031, 10032,
10033, 10034, 10039, 10045, and 10055.

Pursuant to Section 5 and 17 of the Agreement, the Lessee agrees to be
responsible for the following charges:

Pursuant to Section 14 of the Agreement, insurable value for property damage
coverage: $1,200,000

If Lessor will insure the Property, the Lessee will be charged: Not Applicable,
Lessee to insure.






INITIALS:

LESSEE  /s/
       ------------
LESSOR /s/
       ------------



                                       10
<PAGE>


                                   Schedule B
              to Lease Agreement dated March 24, 2000, "Agreement"
            by and between RESUN LEASING, INCORPORATED, "Lessor" and
                      CHILDREN'S WONDERLAND, INC., "Lessee"



1. ITEMS OF PROPERTY. The Lessee hereby certifies that the Property, as outlined
in Schedule A, has been delivered to the location indicated below, inspected by
the Lessee, found to be in good order and accepted pursuant to the terms and
conditions of the Agreement as of the date indicated below:


2.  LOCATION OF PROPERTY:

    VETERANS ADMIN. HOSPITAL
----------------------------------
    950 CAMPBELL AVENUE
----------------------------------
    WEST HAVEN, CT  06516
----------------------------------

3.  ACCEPTANCE AND COMMENCEMENT DATE:  MARCH 1, 2000


4. The term of the Agreement will start on the Commencement Date indicated
above.


AGREED AND ACKNOWLEDGED:

CHILDREN'S WONDERLAND, INC.
----------------------------------

By:  /s/
     -----------------------------
Name:    JOHN R. CLARKE
       ---------------------------
Title:   CEO
        --------------------------
Date:    8/28/00
       ---------------------------



                                       11

<PAGE>



   RIDER TO LEASE AGREEMENT BETWEEN RESUN LEASING, INCORPORATED, AS LESSOR AND
                     CHILDREN'S WONDERLAND, INC., AS LESSEE
                           DATED AS OF MARCH 24, 2000


The terms and conditions of the printed form lease are hereby amended and
modified as follows:

PARAGRAPH 1 - Replace the first sentence with the following: "The term of this
Agreement shall be eighty-two (82) months, to begin on April 1, 2000 (herein the
"Commencement Date") and to end on January 31, 2007."

PARAGRAPH 4 - This paragraph is deleted.

PARAGRAPH 5 - This paragraph is deleted.

PARAGRAPH 7 - The last two sentences of this paragraph are deleted.

PARAGRAPH 10 - This paragraph is deleted.

PARAGRAPH 17 - Add after the last sentence, "Notwithstanding the foregoing,
Lessee shall have the option of dismantling and delivering the Property to
Lessor's nearest storage facility or paying Lessor to perform the dismantling
and return on behalf of Lessee as provided herein, in which case, however, the
amount Lessee shall pay Lessor for such dismantling and return shall not exceed
$50,000.00."

PARAGRAPH 37 - Add after the last sentence, "Notwithstanding the foregoing, this
Agreement shall not be effective until the Lessor secures right of possession to
the location specified on Schedule B for a period ending not earlier than
February 1, 2007 and transfers such right of possession to the Lessee at no cost
or expense, pursuant to documentation reasonably acceptable to the Lessee, such
that, provided Lessee complies with the terms of this Agreement, Lessee will be
entitled to the full benefit and enjoyment of the Property throughout the term
of the Lease without interference."

LESSOR:                                           LESSEE:
RESUN LEASING, INCORPORATED                       CHILDREN'S WONDERLAND, INC.



By: /s/                                           By: /s/
   -------------------------                         -------------------------
   Name:                                             Name:
   Title:                                            Title:






                                       12