Exhibit 10.28

REPUBLIC LEASING COMPANY, A Division of Resource Bancshares Corporation
P.O. Box 527, Columbia, SC 29202
(803) 750-4100 FAX (803) 750-4112
                                                      Lease No. _______________
                                 LEASE AGREEMENT                   Page 1 of 3
                         THIS LEASE CANNOT BE CANCELLED

         TERMS AND CONDITIONS            -------------------------------------
 PLEASE READ CAREFULLY BEFORE SIGNING          SCHEDULE OF RENTAL PAYMENTS
1.  Lease.  Lessor  hereby  leases  to   -------------------------------------
Lessee and Lessee  hereby  leases from   INITIAL TERM OF LEASE (MONTHS)     36
Lessor   all   items   of    equipment
(individually,     an    "Item"    and   TOTAL NUMBER OF RENTAL PAYMENTS    36
collectively,     the     "Equipment")
described  on Page 3 under  the  terms   END OF LEASE PURCHASE OPTION      FMV
set forth herein. The term ("Term") of
the  Lease  commences  on the date the   RENT (PLUS APPLICABLE TAXES)  $971.40
Acknowledgement    of   Delivery   and   -------------------------------------
Acceptance    ("Acknowledgment")    is   1ST MONTH'S RENT            $1,041.83
signed  by  Lessee  and  ends,  unless
terminated as provided herein,  at the   SECURITY DEPOSIT            +1,041.83
end of the Initial  Term shown  above.
Lessee  shall  pay all  rent  ("Rent")   AMOUNT DUE WITH LEASE       $2,083.66
hereunder in advance,  plus applicable   -------------------------------------
taxes, on the date specified by Lessor
in  writing.  This Lease is a "finance              GUARANTY OF LEASE
lease" and not a  "consumer  lease" as
defined  in  the  Uniform   Commercial   In order  to  induce  Lessor  to enter
("UCC"). Lessee will use the Equipment   into this Lease, Guarantor(s), jointly
only for business purposes  consistent   and  severally.  guarantees  the  full
with the terms hereof.                   performance by Lessee of all terms and
                                         conditions of the Lease. This Guaranty
2. Equipment.  SEE PAGE 3. Location if   is     continuing,     absolute    and
different from below:                    unconditional  and may be  enforced by
                                         Lessor  directly   against   Guarantor
STREET       10825 Barely Lane Ste.D     without  prior action  against  Lessee
CITY/STATE   Houston, TX                 and  Guarantor   waives  all  demands,
ZIP/CNTY     77070 - Harris              notices of  non-performance or default
                                         and   any   defense   based   on   any
Lessee agrees that (1) it has selected   arrangement  or agreement  between the
the  Equipment   and   Supplier:   (2)   Lessor and  Lessee.  Guarantor  waives
neither  Lessor  nor any broker is the   any  right  of   subrogation   against
agent or affiliate of the Supplier and   Lessee.   This  Guaranty  may  not  be
the  Supplier and its salesmen are nut   waived or amended  except in a writing
Lessor's agents or affiliates: (3) the   signed by Lessor. See "Applicable Law"
Equipment is leased "AS LS" and Lessor   below,  which applies to this Guaranty
is not  responsible for any failure of   as well as the Lease.
any Item to  function  properly  or to
conform to Lessee's needs;  (4) Lessee   GUARANTOR /s/ John Michael Sandel
will  only  accept  each  Item when it
functions  as  desired  anti  Lessee's   Print Name  John Michael Sandel
execution   of    Acknowledgement   is
conclusive evidence of full inspection   Home Address 8115 Glen Cliffe,
by Lessee and Lessee's  agreement that                Houston, TX 77070
this  Lease is  non-cancellable  as to
such Item.  Lessee waives any defense,   GUARANTOR ___________________________
counterclaim or right of offset it may
have  arising by reason of any alleged   Print Name __________________________
defect   in  any   Item   or   related
property.  Equipment will at all times   Home Address ________________________
remain personal  property owned solely
by Lessor.

LESSOR DISCLAIMS ANY REPRESENTATION OR
WARRANTY   OF  ANY   KIND  AS  TO  THE
EQUIPMENT,      INCLUDING,     WITHOUT
LIMITATION,  ANY  IMPLIED  WARRANTY OF
MERCHANTABILITY    OR   FITNESS    FOR
LESSEE'S PARTICULAR PURPOSE.

I am  authorized  to sign  this  Lease on  behalf  of  Lessee  (or I am the sole
proprietor doing business as the Lessee. I have read this Lease and discussed it
with  counsel  to the extent I believe  necessary  and,  on behalf of Lessee,  I
acknowledge  that THIS LEASE CONTAINS THE ENTIRE  AGREEMENT OF LESSOR AND LESSEE
AND MAY NOT BE ALTERED EXCEPT IN A WRITING SIGNED BY LESSOR. CONTACT:___________
TELE. (281) 469-9355
LESSEE Faith Walk Designs, Inc.
Address 10825 Barely Lane Ste. D, Houston, TX 77070
By /s/ John Michael Sandel Title President Print Name J.M. Sandel Date _________

APPLICABLE LAW;  JURISDICTION AND VANUE.  Lessee hereby  acknowledges  that this
Lease was entered into in the State of South Carolina,  County of Lexington, and
that the parties  have agreed to the terms of this Lease with the  understanding
that any action or proceeding  regarding  this Lease or the  Equipment  shall be
maintained  in the state or federal  courts in  Lexington,  SC and Lessee hereby
submits  to  jurisdiction  and  venue in  Lexington,  SC,  waiving  any claim of
improper  jurisdiction  or venue or forum non  conveniens and agreeing to accept
service at Lessee's place of business in any such action.  This Agreement  shall
be interpreted,  construed and enforced in accordance with the laws of the State
of South Carolina, applied without giving effect to conflict-of-laws principles,
except that UCC Article 2A shall apply whether or not adopted by such state.

  SEE PAGES 2 AND 3 FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE MADE A PART
  HEREOF, ONCE SIGNED, LESSEE MAY NOT CANCEL THE LEASE OR RETURN THE EQUIPMENT
                              UNTIL THE TERM ENDS.


ACCEPTED BY LESSOR: REPUBLIC LEASING COMPANY

By /s/                            Its President                  Date 5/18/98

<PAGE>

TERMS AND CONDITIONS OF LEASE NO.   Page 2 of 3





































































































<PAGE>

          TERMS AND CONDITIONS OF LEASE NO._________________Page 2 of 3

3. Lessee's  Duties.  Lessee will keep    payable all sums due and to become due
the  Equipment  free and  clear of all    hereunder for the full Term;  (C) with
liens,   encumbrances   and   security    or  without  terminating  this  Lease,
interests  at  Lessee's  sole cost and    recover  from  Lessee  as   liquidated
expense.  Lessee  will  indemnify  and    damages and not as a penalty,  the sum
hold Lessor  harmless from and against    of (i) any  accrued and unpaid Rent as
any and all claims, lawsuits. actions,    of the date of entry  of  judgment  in
penalties,  expenses  and  liabilities    favor of Lessor  plus  interest at the
(including,     without    limitation,    Contract Rate;  (ii) the present value
negligence,  strict liability, patent,    of all future  Rents  discounted  at a
copyright,  trademark and tort claims)    rate equal to the discount rate of the
in any way  arising  with  respect  to    Federal  Reserve Bank of Atlanta as of
this  Lease or any item.  Lessee  will    the date of entry of judgment in favor
pay all license and registration fees,    of   Lessor:   (iii)   all  costs  and
property, stamp, intangibles,  excise,    expenses  incurred  by  Lessor  in any
ad valorem  and other fees or taxes in    repossession,    recovery,    storage,
any way arising  with  respect to this    repair,    sale,   lease,   or   other
Lease or any  Item  during  the  Term.    disposition of the Equipment including
Lessor   shall  not  be  obligated  to    attorneys'  fees and costs  ("Recovery
contest any such fee or tax.  Lessee's    Costs"); (iv) Lessor's estimate of the
obligations  under this Section  shall    residual value of the  Equipment;  and
survive  expiration or  termination of    (v)    any    indemnity.    if    then
the Term.                                 determinable,  plus  interest  at  the
                                          Contract   Rate;   (D)  in  its   sole
4.  Return.  Unless  Lessee  purchases    discretion,  lease or sell any Item at
Equipment  as  provided  in Section 8,    a public or private sale on such terms
upon  expiration or termination of the    and   notice  as  Lessor   shall  deem
Term.  Lessee  shall at its sole cost,    reasonable and recover from Lessee any
(a)   place  the   Equipment   in  the    liquidated   damages   and  not  as  a
condition  required  by Section 12 and    penalty,   the  amount   described  in
in as good condition as when received,    clause (C) of this Section. reduced by
less  normal  wear  and  tear  and (b)    the  amount  received  by Lessor  upon
cause  the  Equipment  to be  properly    such  public or private  sale or lease
disconnected,   crated  and   shipped,    of  such  Item.  if  any:  and/or  (E)
insured as required  under Section 14,    exercise  any  other  right or  remedy
to  a   location   and  by  a  carrier    which may be available to it under the
designated  by Lessor.  Should  Lessee    UCC or any  other  applicable  law.  A
fail  to   comply   fully   with  this    termination hereunder shall occur only
Section,  Lessee shall continue to pay    upon  notice by Lessor  and only as to
pro rata  daily Rent  hereunder,  such    such  Items  as  Lessor   specifically
noncompliance  to  constitute an event    elects  to  terminate  and this  Lease
of default hereunder,  irrespective of    shall   continue  in  full  force  and
such Rent payments.                       effect as to the remaining  terms,  if
                                          any.  No  remedy  referred  to in this
5. Assignment.  LESSEE MAY NOT PLEDGE,    Section is intended  to be  exclusive,
CANCEL,  REVOKE,  OR ASSIGN THIS LEASE    but   shall  be   cumulative   and  in
OR   SUBLEASE,   ABANDON  OR  TRANSFER    addition to any other remedy  referred
POSSESSION  OF ANY  ITEM or any of its    to above  or  otherwise  available  to
rights herein or in the Equipment, any    Lessor at law or in equity.
attempted   breach  of  this   Section
constituting   a  default   hereunder.    8.  Option to  Purchase.  If Lessee is
Lessor  reserves  the  right,  without    not  in  default  hereunder  and  this
notice to or  consent  of  Lessee,  to    Lease   has   not   been    previously
assign, mortgage,  pledge or otherwise    terminated. Lessee may purchase all of
transfer  any of its  rights  in  this    the Equipment  upon  expiration of the
Lease  or any item  and  Lessee  shall    Term upon ten (10) days prior  written
(upon notice)  render all  performance    notice to Lessor for the amount  shown
hereunder  to  such  transferee,   who    as the "End of Lease Purchase  Option"
shall be  entitled  to all  rights and    above plus any  applicable  tax or, if
benefits assigned to it by Lessor, but    no End of  Lease  Purchase  Option  is
under no obligation to Lessee.            shown, for the Fair Market Value, plus
                                          applicable  taxes on the  basis of and
6.  Late  Fees  Right to  Perform.  If    be equal to an amount  which  would be
Lessor  does not  recieve  Rent or any    paid by an informed and willing  buyer
other amount due hereunder within five    and  accepted  by a  seller.  under no
(5) days after the date due hereunder,    compulsion to sell, in an  arms-length
Lessee   shall  pay  to   Lessor   (in    transaction assuming such Items are in
addition   to  such   Rent  or   other    the  condition  required by this Lease
payment)  a late  fee  of ten  percent    and are sold at retail.
(10%) of such  Rent or other  payment.
If Lessor  refers  any  collection  or    9.  Security  Deposit.   The  security
other  enforcement  of this  Lease  to    deposit    stated   above   has   been
counsel. Lessee shall reimburse Lessor    deposited  with Lessor as security for
for all fees and costs,  together with    full  performance  of all of the terms
interest at eighteen percent (18%) per    and  conditions  of this  Lease.  Upon
annum ("the Contract Rate"). If Lessee    acceptance of this Lease, Lessor shall
shall fail to carry any insurance, pay    deduct  from the  security  deposit  a
any   tax,   or   render   any   other    nonrefundable  document filling fee of
performance hereunder.  Lessor, at its    eighty-seven   dollars  for  nontitled
sole  option and  without  obligation,    equipment and ninety-seven dollars for
may do so.  On  demand.  Lessee  shall    titled  equipment.   Lessor  may,  but
reimburse   Lessor   for   all   costs    shall not be  required to apply all or
incurred   hereunder   together   with    any portion of the security deposit to
interest at the Contract Rate.            any  obligation  of Lessee  hereunder.
                                          The security deposit may be commingled
7.  Default:  Remedies.  An  event  of    by Lessor  with other  funds and shall
default   shall  occur   hereunder  if    not bear  interest.  If Lessor applies
Lessor does not receive  Rent or other    the   security   deposit  to  Lessee's
sum when due hereunder;  or if Lessee:    obligations  hereunder.  Lessee  shall
(a) fails to perform  or  observe  any    immediately    restore   same.    Upon
other covenant, condition or agreement    Lessee's full performance of all terms
hereunder      or     breaches     any    and  conditions of this Lease,  Lessor
representation  of Lessee herein or in    shall,   at  the  request  of  Lessee,
any other writing  furnished to Lessor    return any remaining  Security Deposit
in connection  herewith:  or (b) shall    to Lessee.
(1)  be   adjudicated   insolvent   or
bankrupt  or cease to pay its debts as    10.  Lessee  Waivers.  Lessee,  to the
they mature, make a general assignment    extent  permitted by  applicable  law,
for the  benefit  of or enter  into an    HEREBY  WAIVES  ALL  RIGHT TO TRIAL BY
arrangement with creditors,  (2) apply    JURY IN ANY ACTION  ARISING  HEREUNDER
for or consent to the appointment of a    OR IN  ANY  WAY  CONNECTED  WITH  THIS
receiver,  trustee or liquidator of it    LEASE OR THE EQUIPMENT.  As this Lease
or a substantial part of its property,    has been  drafted by Lessor's  counsel
or (3)  authorize  or file a voluntary    as a  convenience  to the  parties and
petition  in  bankruptcy  or under any    Lessee  has  had  the  opportunity  to
similar   law,   consent   to  such  a    review it with  counsel of its choice,
petition or  suffer such a petition or    this  Lease  shall  not  be  construed
proceedings  to be instituted  against    against   any   party  by   reason  of
it and remain undismissed for a period    draftsmanship.  LESSEE  FURTHER WAIVES
of  sixty  (60)  days;  or  (c)  shall    AND  RELEASES  ANY RIGHTS AND REMEDIES
evidence to Lessor reasonable  grounds    CONFERRED  UPON  LESSEES  BY  SECTIONS
for insecurity in Lessee's business or    2A-508  THROUGH  2A-522  OF THE UCC OR
financial  condition  after  the  date    ANY SIMILAR LAWS,  including,  without
hereof (or such grounds shall exist as    limitation,  any  right to  cancel  or
to any  guarantor of this  Lease);  or    repudiate   this   Lease,   reject  or
(d)  shall  default  under  any  other    revokes  acceptance of the  Equipment,
agreement   with   Lessor,    or   any    or assert  any claim  for  damages  or
agreement   with   any   third   party    security   interest   in  any  of  the
material  to   Lessee's   business  or    Equipment.
providing  for the  repayment of money
borrowed.  Upon the  occurrence  of an
event  of  default  and  at  any  time
thereafter,  Lessor  may in  its  sole
discretion,  do any one or more of the
following:  (A)  terminate  this Lease
and recover the Equipment: (B) declare
immediately due and                       Signor's Initials  /s/ JMS

<PAGE>

             TERMS AND CONDITIONS OF LEASE NO. 00008069 Page 3 of 3

11.  Miscellaneous.  This Lease  shall    replacement parts being  automatically
only be valid when accepted in writing    transferred  to Lessor.  Any  property
by  Lessor  at its  home  office.  If,    attached    to    any    Item    shall
contrary  to the  parties'  intention,    automatically become Lessor's property
this   lease  is  held  to   create  a    unless  removable  without  damage  to
security  interest  in any Item,  Rent    such Item.
for such Item shall be reduced so that
any  interest  portion is the  highest    13. Loss;  Damage.  Lessee assumes the
rate permitted by applicable  law. All    entire   risk  of   loss   (including,
interest   due   hereunder   shall  be    without    limitation,     theft    or
reduced  if   required  to  equal  the    requisition)  or  destruction  of  the
highest rate  permitted by  applicable    Equipment  or damage to the  Equipment
law,  provided,  Lessee waives, to the    from any cause whatsoever,  whether or
extent  permitted by law, the right to    not  insured  until the  Equipment  is
seek such reduction. No forbearance or    delivered to Lessor  under  Section 4.
delay by  Lessor  shall be  deemed  to    In the  event of any  loss,  damage or
create a waiver or  course of  dealing    destruction  as to  any  Item,  Lessee
between  the  parties.  Lessee  hereby    will  immediately  notify  Lessor  and
adopts the typed  version of its name,    Lessee's  inured in  writing.  No such
inserted  by Lessor  in any  financing    loss,   damage  or  destruction   will
statement,  or  related  continuation,    relieve Lessee of its duties hereunder
termination  or  amendment   filed  by    or end the Term.  At Lessor's  option.
Lessor in connection herewith.  Lessee    Lessee  will  either (a)  repair  such
authorizes  Lessor  to by  endorse  or    Item.   (b)  replace  such  item  with
otherwise   sign  any  such  financing    equipment  of like  value and  utility
statement  or any  other  document  or    (assuming     proper      maintenance)
instrument  necessary  to  protect  or    acceptable  to  Lessor,  or (c) pay to
preserve  Lessor's interest herein, in    Lessor    an    amount,     reasonably
the  Equipment or in any  insurance or    calculated by Lessor  (without  retard
other   proceeds  of  the   Equipment.    to  insurance)  to give  Lessor all of
Nothing herein shall imply that Lessor    the benefits of its  ownership of such
is a "merchant"  under the UCC. Lessee    item and amounts payable hereunder but
agrees  to  execute  and  deliver  any    for such loss, destruction or damage.
additional writings and take any other
actions Lessor reasonably  requests to    14.  Insurance.  Lessee  will keep the
evidence or effect Lessee's agreements    Equipment insured against all risks in
and   obligations    hereunder.    The    amounts   specified   by  Lessor  from
provisions of this Agreement  shall be    time-to-time but in no event less than
severable,  and if any provision shall    the  greater of  replacement  value or
be invalid,  void or  unenforceable in    the  total of all  Rents  for the full
whole or in part for any  reason,  the    Term.  Lessee  will at all times carry
remaining  provisions  shall remain in    commercial   liability   insurance  in
full force and effect.  This Agreement    amounts  specified  by Lessor.  In the
shall be binding  upon and shall inure    event  that  Lessee  does not  provide
to the benefit of the  parties  hereto    Lessor with proof of insurance, Lessor
and their respective  heirs,  personal    has the right, but not the obligation,
representatives,     successors    and    to obtain insurance on Lessees behalf.
assigns   (subject   nevertheless   to    Lessee  will  reimburse  Lessor  on  a
restrictions provided in Section 5).      monthly   basis   for  full   cost  of
                                          premium, including charges and Fees of
12. Use: Maintenance.  Lessee will not    lessor and/or the highest rate legally
move  any  Item   from  the   location    permissible. All insurance shall be in
specified above without Lessor's prior    form,   amounts  and  with   insurance
written  consent.  Lessor may  inspect    companies  satisfactory to Lessor, who
the   Equipment  at  any  time  during    may  on  reasonable   notice   require
normal business hours. Lessee will, at    Lessee to change such form,  amount or
its own expense  (a) use and  maintain    company.  Lessor  shall be named  loss
the Equipment only in accordance  with    payee on all property damage insurance
applicable law, insurance requirements    and   additional    insured   on   all
and     operating      manuals     and    liability insurance provided hereunder
instructions,  (b) keep the  Equipment    and shall have the right to acceptable
in good  working  order and  condition    certificates   or  other  evidence  of
and   (c)   make   all   modifications    insurance at any time,  together  with
required by applicable law,  operating    standard   lender/lessor   waivers  of
instructions  or  requirements  of any    premium,        subrogation        and
insurer  or  maintenance  organization    cancellations.    Insurance   proceeds
servicing the  Equipment.  Lessee will    shall be  applied  first  to  Lessee's
not  modify or alter any Item  without    obligations  under  Sections  6 and 7,
Lessor's    prior   written    consent    then  to  Lessee's  other  obligations
excepting     regular     maintenance,    hereunder.
ownership of all repair or

15. Equipment List: Supplier Networked Financial Systems, Inc.

Navision Financial Software




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ACKNOWLEDGEMENT OF DELIVERY AND ACCEPTANCE: Date of Acceptance__________________

Lessee Faith Walk Designs, Inc.

By /s/ John Michael Sandel  Title President     Print Name  J.M. Sandel
--------------------------  -----------------   --------------------------

The above signed hereby authorizes, in Signer's absence,_______________to orally
verify acceptance of the equipment and permission to pay Supplier.

On  behalf  of the  Lessee,  I hereby  state  (1) I am  authorized  to sign this
Acknowledgement,   (2)  all  Items  of  Equipment   have  been  delivered  in  a
satisfactory  manner,  are in good condition and working order, are satisfactory
in all  respects  and are  HEREBY  ACCEPTED;  (3) the  Lessor  may rely on these
representations  (which may be  confirmed  orally) in making full payment to the
Supplier;  and (4) the Lease commences on the Date of Acceptance shown above and
is now NON-CANCELLABLE,  ABSOLUTE, and IRREVOCABLE, the Lessee waiving any right
it might have to return any Item for any reason except as expressly  provided in
the Lease at the end of the Term.
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