EXECUTIVE OFFICE SUITE
                                SERVICE AGREEMENT

TIHS  AGREEMENT  ENTERED  INTO THIS 27th DAY OF  OCTOBER,  1999,  BY AND BETWEEN
SIXTY-SIXTY   EXECUTIVE  SUITES,   HEREINAFTER   CALLED  "LESSOR"  AND  CLASSICS
ILLUSTRATED ENTERTAINMENT INC. HEREINAFTER CALLED "LESSEE".

         WHEREAS , Lessor  operates a suite of executive  offices  herein called
Executive  Suites,"  located at 6060 N. Central  Expressway,  Suite 560, Dallas,
Texas 75206.

follows:

         NOW THEREFORE,  in  consideration  of the mutual promises  herein,  the
parties agree as.

         1.  TERM:  Lessor  rents to Lessee  office  number  17, 18 , 23 24 & 26
within the Executive  Suite for an initial term of six (6) months  beginning the
26th day of  October  1999 (the  commencement  date) and  ending the 30th day of
April,  2000. If Lessee shall hold over after the initial term, without renewing
his lease, this agreement shall be deemed to continue on a month-to-month basis.

         2. RENTAL:  In consideration of this lease,  Lessee promises and agrees
to pay Lessor rent for said premises at the rate of Two Thousand Six Hundred and
Ninety Dollars  ($2,690.00),  per month. One such monthly  installment  shall be
payable in advance,  without demand on or before the "Commencement  Date", and a
like monthly  installment shall be due and payable on or before the first day of
each  succeeding  calendar month during the term thereof Rent for any fractional
month at the  beginning  or end of the lease term shall be  prorated.  Lessee is
depositing  with the Lessor the sum of Eight Hundred Fifty Dollars  ($850.00) to
be held by  Lessor  as a  SECURITY  DEPOSIT  for the  performance  by  Lessee of
Lessee's  covenants  and  obligations  under  this  lease,  it  being  expressly
understood  that such  deposit  shall not be  considered  an advance  payment or
rental or a measure of Lessor's  damages in case of default by Lessee.  Upon the
occurrence  of any  default by Lessee,  Lessor  may,  from time to time  without
prejudice  to any other  remedy,  use such fund to the extent  necessary to make
good any  arrears of rent and any other  damage,  injury,  expense of  liability
caused to Lessor by such event of default. Following any such application of the
security deposit,  Lessee shall pay to Lessor on demand the amount so applied in
order to restore the security deposit to its original  amount.  If Lessee is not
then in  default  hereunder,  any  remaining  balance of such  deposit  shall be
returned by Lessor to Lessee sixty (60) days after termination of this lease.

         3. SERVICES: The monthly rental shall include in addition to the office
space,  receptionist  area and receptionist  from 8:30 am. to 5:00 p.m.,  Monday
through  Friday  (except  holidays)  mail service  utilities,  conference  room,
janitorial service,  and coffee & tea. Optional services include call screening,
use of copy machine,  typing (over minimum),  dictation,  automatic typing, word
processing,  statistical typing, other secretarial services, facsimile, mailing,
postage meter handling, bookkeeping and/or record keeping, at rates for optional
services set by Lessor, (a schedule of services is attached hereto).

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         4. LATE CHARGES: Monthly payments for rent or extra services are due on
or before the first day of the month in which they are due. There shall be added
to the amount due, a service  charge of $5 00 per day after written  notice from
landlord.  If a check  tendered by Lessee is returned  for  insufficient  funds,
uncollected  funds or stop  payments,  there  shall  be  added a $25.00  service
charge.

         5.       RESTRICTIONS: INTENTIONALLY OMITTED.

         6.       MASTER LEASE:  Lessee's  name  will be  placed on a  directory
maintained by the building  owner in the lobby.  If the building  owner  charges
for such listing, Lessor may pass on that $25.00 charge to Lessee.  Lessee shall
use no other signs or advertisements in  or  about  the  building, without prior
approval of Lessor.

         7.  UTILITIES:  The rental paid hereunder  shall include all utilities,
including electricity and water. Heating and air conditioning shall be available
at  temperatures  and at times  provided by the  building  owner.  Lessor  shall
provide all cleaning, repairs, and maintenance for the office except that Lessee
shall be responsible for a reasonable  charge for damage caused by Lessee or his
employees or invitees. (Based on a normal eight hour day, five days a week.)

         8.  USE: Lessee agrees to use the rented  space  exclusively for office
space. Lessee will not store  or  use  in  the office any machinery chemicals or
other matter that will increase the fire  hazard  cause any noise, or create any
smell.

         9. DAMAGE:  LESSOR SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE TO LESSEE OR
LESSEE'S  employees,  invitees or property  arising from fire, the acts of other
tenants, water or weather. Lessee agrees to carry and maintain, at its sole cost
and expense,  insurance in an amount as he deems  ADVISABLE TO PROTECT  LESSEE'S
own interest and personal property.

         WAIVER  OF  SUBROGATION.   ANYTHING  IN  THIS  LEASE  TO  THE  CONTRARY
NOTWITHSTANDING,  LESSOR AND LESSEE  HEREBY WAIVE AND RELEASE EACH OTHER,  UNDER
INSURANCE  REQUIRED TO BE MAINTAINED  HEREUNDER OF ?? FROM ANY AND ALL RIGHTS OF
RECOVERY,  CLAIM,  ACTION,  OR CAUSE OF ACTION  AGAINST EACH OTHER THEIR AGENTS,
OFFICERS AND  EMPLOYEES  FOR ANY LOSS OR DAMAGE THAT MAY OCCUR TO THE  EXECUTIVE
SUITES THE BUILDING OR PERSONAL PROPERTY WITHIN THE BUILDING (BUILDING CONTENTS)
BY REASON OF FIRE OR THE ELEMENTS  REGARDLESS  OF THE CAUSE OR ORIGIN  INCLUDING
NEGLIGENCE OF LESSOR OR LESSEE AND THEIR AGENTS, OFFICERS AND EMPLOYEES. BECAUSE
THIS PARAGRAPH WILL PRECLUDE THE ASSIGNMENT OF ANY CLAIM  MENTIONED IN IT BY WAY
OF  SUBROGATION  OR OTHERWISE  TO AN INSURANCE  COMPANY OR ANY OTHER PERSON EACH
PARTY TO THIS LEASE AGREES  IMMEDIATELY TO GIVE TO EACH INSURANCE  COMPANY WHICH
HAS ISSUED TO IT POLICIES OF INSURANCE COVERAGE ALL RISK OF DIRECT PHSICAL LOSS,
WRITTEN NOTICE OF THE TERMS OF THE MUTUAL WAIVERS  CONTAINED IN THEIS  PARAGRAPH
AND TO HAVE THE INAURANCE POLICIES PROPERLY ENDORSED,  IF NECESSARY,  TO PREVENT
THE  INVALIDATION  OF THE  INSURANCE  COVERAGES BY REASON OF THE MUTUAL  WAIVERS
CONTAINED IN THIS PARAGRAPH.

         10.    SUBLEASE: Lessee shall not sublease or assign the leased office.


         11.    NUISANCE:  Lessee  shall  control  his  conduct  and that of his
employees  and  invitees  in  such  a  manner  as  to  not create  a   nuisance,



<PAGE>

interfere with or disturb Lessor or the other tenants of Lessor

         12.   PROPERTY ON PREMISES: All property left in the Executive Suite by
Lessee after  the expiration of this lease shall be deemed abandoned to Lessor.

         13.   COLLECTION:  In  the  event that Lessor shall hire an attorney to
collect any amounts due here under,  the amount of such  attorneys fees shall be
added to the amount due.

         14.   RENTAL INCREASE: Not applicable for lease period.

         15.   ENTIRE  AGREEMENT:    This  agreement  shall  replace  all  prior
negotiations,  agreements or representations and may only be modified in writing
signed by the party to be bound.

         16.   LOCATION:   This agreement is executed and performable in Dallas,
Dallas County, Texas.

         17.  DEFAULT:  In the event the Lessee shalt  default in the payment of
rent within 10 days of receipt of written notice or violate,  or omit to perform
any of the provisions of the lease as HEREIN WRITTEN.  LESSOR SHALL SEND WRITTEN
NOTICE OF SUCH  DEFAULT  TO LESSEE BY MAIL,  CERTIFIED  MAIL,  POSTAGE  PREPAID,
RETURN  RECEIPT  REQUESTED,  OR DELIVER  PERSONALLY AT THE  EXECUTIVE  SUITE and
unless  Lessee shall  completely  cure said  default  within ten (10) days after
receiving such notice, Lessor may re-enter the premises, take possession of said
premises, and remove all persons or property therefrom,  and may elect to either
cancel this lease, or relet the premises and receive the rent  therefore,  which
rent shall be applied  first to the expenses  incurred by Lessor in entering and
reletting,   and  then  to  any  deficiency  which  may  result,   Lessor  shall
specifically  have the right to institute  and maintain  the  statutory  suit of
Forcible Entry and Detainer to the Proper Court and obtain a writ for possession
thereby.  Following  the thirty (30) days for which has been prepaid in advance,
Lessor  shall have the right to change  looks in addition to all other  remedies
hereunder.

         18. EMPLOYEE REPLACEMENT COSTS: Lessee acknowledges that Lessor expends
substantial  amounts of money to acquire  employees for the services provided to
Lessee,  including EMPLOYMENT AGENCY FEES AND TRAINING COSTS. LESSEE agrees that
during  the term of this lease and for a period of one year  thereafter.  Lessee
will  not  hire  or  attempt  to hire on  behalf  of  Lessee  or any  person  or
organization  by  whom  Lessee  is  employed,   any  employee  of  Lessor.  This
prohibition  shall apply to all persons employed by Lessor at the time of hiring
and any former  employees  who left the  employment  of Lessor within sixty (60)
days prior to the date of  hiring.  Because of the  difficulty  of  ascertaining
damages for breach of this covenant,  Lessee agrees that upon any breach hereof,
he will pay as  liquidated  damages a sum equal to one month's pay for the hired
employee at the rate paid for the last full month of employment with Lessor.

         19. TERMINATION OF LEASE:  At least thirty (30)  days written notice of
intent to terminate  this  Lease must be given to Lessor at the end of the above
lease term and any renewal or extension period.

<PAGE>

         20.  RENEWAL  OF  LEASE:  Lessee,  at  Lessee's  option,  may renew for
additional  term  under the same terms as this  Agreement  except  that  monthly
rental shall be based on the then prevailing rental rate of Lessor,  such option
to be exercised on or before thirty days of the expiration of the term.

         21. HOLD  HARMLESS:  The Lessee  will  indemnify  Lessor for,  and hold
Lessor harmless from and against all fines, suits, claims, demands,  liabilities
and  actions  (including  costs  expenses  of  defending  against  such  claims)
resulting or alleged to result from any breach,  violation or non-performance of
any  covenant or  condition  hereof or from the use of  occupancy  of the leased
premises by Lessee or Lessee's agents employees,  licensees or invitees, for any
damage to person or property resulting from any act or omission or negligence of
any visitor or other occupant of the building  except as Lessor's own negligence
may contribute thereto.

AGREED TO as of the date first above written,



SIXTY-SIXTY EXECUTIVE SUITES
Lessor :                                                                  Lessee
6060 Executive Suites                                                       OIEI




BY____________________________                           BY_____________________