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                                                                                                                       EXHIBIT 10.34

====================================================================================================================================
             LESSOR                                                                                                LEASE NUMBER
[GE LOGO]
          GE CAPITAL                 13010 SW 68th PARKWAY  PORTLAND, OREGON 97223
          Colonial Pacific Leasing   TELEPHONE (503) 639-2752 WATS (800) 444-1738                                   129963003


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             FULL LEGAL NAME AND ADDRESS OF LESSEE                                    SUPPLIER OF EQUIPMENT (COMPLETE ADDRESS)

INTERACTIVE TELESIS, INC.                                                          SEE ATTACHED SCHEDULE "A"
535 ENCINITAS #116
ENCINITAS  CA   92024

               JOINTLY AND SEVERALLY RESPONSIBLE
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            QUANTITY             DESCRIPTION, MODEL #, CATALOG #, SERIAL # OR OTHER IDENTIFICATION
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EQUIPMENT     SEE ATTACHED SCHEDULE "A"
 LEASED


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EQUIPMENT
LOCATION IF     STREET ADDRESS _____________________________________________________________________________________________________
DIFFERENT
                CITY _______________________ COUNTY _______________________ STATE _______________________ ZIP ______________________
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                AMOUNT OF EACH PAYMENT             MONTHLY       [X]          TERM OF LEASE         NO. OF PAYMENTS        SECURITY
TERMS      (PLUS SALES TAX, IF APPLICABLE)         OTHER/SPECIFY [ ]         (NO. OF MONTHS)                                DEPOSIT

                     $998.91                                                       36                     36                $998.91
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                                                   TERMS AND CONDITIONS OF LEASE

1. LEASE. Lessee hereby leases from Lessor, and Lessor leases to Lessee, the personal property described above, together with any
replacement parts, additions, repairs or accessories now or hereafter incorporated in or affixed to it (hereinafter referred to as
the "Equipment").

2. ACCEPTANCE OF EQUIPMENT. Lessee agrees to inspect the Equipment and to execute an Acknowledgement and Acceptance of Equipment by
Lessee notice, as provided by Lessor, after the Equipment has been delivered and after Lessee is satisfied that the Equipment is
satisfactory in every respect. Lessee hereby authorizes Lessor to insert in this Lease serial numbers or other identifying data with
respect to the Equipment.
====================================================================================================================================
   3. DISCLAIMER OF WARRANTIES AND CLAIMS; LIMITATION OF REMEDIES. THERE ARE NO WARRANTIES BY OR ON BEHALF OF LESSOR. Lessee
   acknowledges and agrees by his signature below as follows:

      (a) LESSOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY, ITS
   FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE, ITS DESIGN, ITS CAPACITY, ITS QUALITY, OR WITH RESPECT TO ANY CHARACTERISTICS
   OF THE EQUIPMENT;

      (b) Lessee has fully inspected the Equipment which it has requested Lessor to acquire and lease to Lessee, and the Equipment
   is in good condition and to Lessee's complete satisfaction;

      (c) Lessee leases the Equipment "as is" and with all faults;

      (d) Lessee specifically acknowledges that the Equipment is leased to Lessee solely for commercial or business purposes and not
   for personal, family, household, or agricultural purposes;

      (e) If the Equipment is not properly installed, does not operate as represented or warranted by the supplier or manufacturer,
   or is unsatisfactory for any reason, regardless of cause or consequence. Lessee's only remedy, if any, shall be against the
   supplier or manufacturer of the Equipment and not against Lessor;

      (f) Provided Lessee is not in default under this Lease, Lessor assigns to Lessee any warranties made by the supplier or the
   manufacturer of the Equipment;

      (g) LESSEE SHALL HAVE NO REMEDY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AGAINST LESSOR; and

      (h) NO DEFECT, DAMAGE, OR UNFITNESS OF THE EQUIPMENT FOR ANY PURPOSE SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT OR
   RELIEVE LESSEE OF ANY OTHER OBLIGATION UNDER THIS LEASE.
                                                                                                                  ------------------
                                                                                                                    INITIALS
                                    The parties have specifically negotiated and agreed to the foregoing paragraph
                                                                                                                  ------------------
====================================================================================================================================

4. STATUTORY FINANCE LEASE. Lessee agrees and acknowledges that it is the intent of both parties to this Lease that it qualify as a
statutory finance lease under Article 2A of the Uniform Commercial Code. Lessee acknowledges and agrees that Lessee has selected
both: (1) the Equipment; and (2) the supplier from whom Lessor is to purchase the Equipment. Lessee acknowledges that Lessor has not
participated in any way in Lessee's selection of the Equipment or of the supplier, and Lessor has not selected, manufactured, or
supplied the Equipment.

   LESSEE IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THE CONTRACT EVIDENCING THE LESSOR'S PURCHASE OF THE EQUIPMENT FROM THE SUPPLIER
CHOSEN BY LESSEE AND THAT LESSEE SHOULD CONTACT THE SUPPLIER OF THE EQUIPMENT FOR A DESCRIPTION OF ANY SUCH RIGHTS.

5. ASSIGNMENT BY LESSEE PROHIBITED. WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT ASSIGN THIS LEASE OR SUBLEASE THE
EQUIPMENT OR ANY INTEREST THEREIN, OR PLEDGE OR TRANSFER THIS LEASE, OR OTHERWISE DISPOSE OF THE EQUIPMENT COVERED HEREBY.

6. COMMENCEMENT; RENTAL PAYMENTS; INTERIM RENTALS. This Lease shall commence upon the written acceptance hereof by Lessor and shall
end upon full performance and observance by Lessee of each and every term, condition and covenant set forth in this Lease, any
Schedules hereto and any extensions hereof. Rental payments shall be in the amounts and frequency as set forth on the face of this
Lease or any Schedules hereto. In addition to regular rentals, Lessee shall pay to Lessor interim rent for the use of the Equipment
prior to the due date of the first payment. Interim rent shall be in an amount equal to 1/30th of the monthly rental, multiplied by
the number of days elapsing between the date on which the Equipment is accepted by Lessee and the commencement date of this Lease,
together with the number of days elapsing between commencement of the Lease and the due date of the first payment. The payment of
interim rent shall be due and payable upon Lessee's receipt of invoice from Lessor. The rental period under the Lease shall
terminate following the last day of the terms stated on the face hereof or in any Schedule hereto unless such Lease or Schedule has
been extended or otherwise modified. Lessor shall have no obligation to Lessee under this Lease if the Equipment, for whatever
reason, is not delivered to Lessee within ninety (90) days after Lessee signs this Lease. Lessor shall have no obligation to Lessee
under this Lease if Lessee fails to execute and deliver to Lessor an Acknowledgement and Acceptance of Equipment by Lessee
acknowledging its acceptance of the Equipment within thirty (30) days after it is delivered to Lessee, with respect to this Lease or
any Schedule hereto.

THIS LEASE IS NOT CANCELABLE OR TERMINABLE BY LESSEE.

SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE A PART OF THIS LEASE.

LESSEE UNDERSTANDS AND ACKNOWLEDGES THAT NO BROKER OR SUPPLIER, NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, IS AN
AGENT OF LESSOR. NO BROKER OR SUPPLIER NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, IS AUTHORIZED TO WAIVE OR ALTER
ANY TERM OR CONDITION OF THIS LEASE, AND NO REPRESENTATION AS TO THE EQUIPMENT OR ANY OTHER MATTER BY THE BROKER OR SUPPLIER, NOR
ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, SHALL IN ANY WAY AFFECT LESSEE'S DUTY TO PAY THE RENTALS AND TO PERFORM
LESSEE'S OBLIGATIONS SET FORTH IN THIS LEASE.


    LESSEE: INTERACTIVE TELESIS, INC.                                            LESSOR: GE Capital Colonial Pacific Leasing

/s/ DONALD E. CAMERON               DATE  4-26-00                            /s/ [Signature Illegible]           DATE 6/8/00
    -------------------------------      --------                                -------------------------------      --------
    DONALD E. CAMERON, PRESIDENT

                                    DATE
    -------------------------------      --------

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7. CHOICE OF LAW. This Lease shall not be effective until signed by Lessor at
its principal office in Portland, Oregon. This Lease shall be considered to have
been made in the State of Oregon and shall be interpreted in accordance with the
laws and regulations of the State of Oregon and Lessee agrees to jurisdiction in
the State of Oregon in any action, suit or proceeding regarding this Lease, and
concedes that it, and each of them, transacted business in the State of Oregon
by entering into this Lease. In the event of any legal action with regard to
this Lease, Lessee agrees that venue may be laid in Washington County, Oregon.

8. SECURITY DEPOSIT. As security for the prompt and full payment of the amounts
due under this Lease, and Lessee's complete performance of all its obligations
under this Lease, and any extension or renewal hereof, Lessee has deposited with
Lessor the security amount set forth in the section shown as "Security Deposit".
In the event any default shall be made in the performance of any of Lessee's
obligations under this Lease, Lessor shall have the right, but shall not be
obligated, to apply the security deposit to the curing of such default. Within
15 days after Lessor mails notice to Lessee that Lessor has applied any portion
of the security deposit to the curing of any default, Lessee shall restore said
security deposit to the full amount set forth above. On the expiration or
earlier termination or cancellation of this Lease, or any extension or renewal
hereof, provided Lessee has paid all of the rent called for and fully performed
all other provisions of this Lease, Lessor will return to the Lessee any then
remaining balance of said security deposit, without interest. Said security
deposit may be commingled with Lessor's other funds.

9. LIMITED PREARRANGED AMENDMENTS; SPECIFIC POWER OF ATTORNEY. In the event it
is necessary to amend the terms of this Lease to reflect a change in one or more
of the following conditions:

      (a)   Lessor's actual cost of procuring the Equipment, or

      (b)   Lessor's actual cost of providing the Equipment to Lessee, or

      (c)   A change in rental payments as a result of (1) or (2) above, or

      (d)   Description of the Equipment;

Lessee agrees that any such amendment shall be described in a letter from Lessor
to Lessee, and unless within 15 days after the date of such letter Lessee
objects in writing to Lessor, this Lease shall be deemed amended and such
amendments shall be incorporated in this Lease herein as if originally set
forth.

      Lessee grants to Lessor a specific power of attorney for Lessor to use as
follows: (1) Lessor may sign and file on Lessee's behalf any document Lessor
deems necessary to perfect or protect Lessor's interest in the Equipment or
pursuant to the Uniform Commercial Code; and (2) Lessor may sign, endorse or
negotiate for Lessor's benefit any instrument representing proceeds from any
policy of insurance covering the Equipment.

10. LOCATION. The Equipment shall be kept at the location specified above, or,
if none is specified, at Lessee's address as set forth above and shall not be
removed without Lessor's prior written consent.

11. USE. Lessee shall use the Equipment in a careful manner, make all necessary
repairs at Lessee's expense, shall comply with all laws relating to its
possession, use, or maintenance, and shall not make any alterations, additions,
or improvements to the Equipment without Lessor's prior written consent. All
additions, repairs or improvements made to the Equipment shall belong to Lessor.

12. OWNERSHIP; PERSONALTY. The Equipment is, and shall remain, the property of
Lessor, and Lessee shall have no right, title, or interest in the Equipment
except as expressly set forth in this Lease. The Equipment shall remain personal
property even though installed in or attached to real property.

13. SURRENDER. By this Lease, Lessee acquires no ownership rights in the
Equipment, and has no option to purchase same. Upon the expiration, or earlier
termination or cancellation of this Lease, or in the event of a default under
Paragraph 21, hereof, Lessee, at its expense, shall return the Equipment in good
repair, ordinary wear and tear resulting from proper use thereof alone excepted,
by delivering it, packed and ready for shipment, to such place as Lessor may
specify.

14. RENEWAL. At the expiration of the Lease, Lessee shall return the Equipment
in accordance with Paragraph 13, hereof. At Lessor's option, this Lease may be
continued on a month-to-month basis until 30 days after Lessee returns the
Equipment to Lessor. In the event the Lease is so continued, Lessee shall pay to
Lessor rentals in the same periodic amounts as indicated under "Amount of each
Payment," above.

15. LOSS AND DAMAGE. Lessee shall at all times after signing this Lease bear the
entire risk of loss, theft, damage or destruction of the Equipment from any
cause whatsoever, and no loss, theft, damage or destruction of the Equipment
shall relieve Lessee of the obligation to pay rent or to comply with any other
obligation under this Lease. In the event of damage to any part of the
Equipment, Lessee shall immediately place the same in good repair at Lessee's
expense. If Lessor determines that any part of the Equipment is lost, stolen,
destroyed, or damaged beyond repair, Lessee shall, at Lessee's option, do one of
the following:

      (a)   Replace the same with like equipment in good repair, acceptable to
Lessor; or

      (b)   Pay Lessor in cash the following: (i) all amounts due by Lessee to
Lessor under this Lease up to the date of the loss; (ii) the accelerated balance
of the total amounts due for the remaining term of this Lease attributable to
said item, discounted to present value at a discount rate of 9% as of the date
of loss; and; (iii) the Lessor's estimate as of the time this Lease was entered
into of Lessor's residual interest in the Equipment, discounted to present value
at a discount rate of 9%, as of the date of loss. Upon Lessor's receipt of
payment as set forth above, Lessee shall be entitled to title to the Equipment
without any warranties. If insurance proceeds are used to fully comply with this
subparagraph, the balance of any such proceeds shall go to Lessee to compensate
for loss of use of the Equipment for the remaining terms of the Lease.

16. INSURANCE; LIENS; TAXES. Lessee shall provide and maintain insurance against
loss, theft, damage, or destruction of the Equipment in an amount not less than
the full replacement value of the Equipment, with loss payable to the Lessor.
Lessee also shall provide and maintain comprehensive general all-risk liability
insurance including but not limited to product liability coverage, insuring
Lessor and Lessee, with a severability of interest endorsement, or its
equivalent, against any and all loss or liability for all damages, either to
persons or property or otherwise, which might result from or happen in
connection with the condition, use, or operation of the Equipment, with such
limits and with an insurer satisfactory to Lessor. Each policy shall expressly
provide that said insurance as to Lessor and its assigns shall not be
invalidated by any act, omission, or neglect of Lessee and cannot be cancelled
without 30 days' prior written notice to Lessor. As to each policy Lessee shall
furnish to Lessor a certificate of insurance from the insurer, which certificate
shall evidence the insurance coverage required by this paragraph. Lessor shall
have no obligation to ascertain the existence of or provide any insurance
coverage for the Equipment or for Lessee's benefit. If Lessee fails to provide
such insurance, Lessor will have the right, but no obligation, to have such
insurance protecting Lessor placed at Lessee's expense. Such placement will
result in an increase in Lessee's periodic payments, such increase being
attributed to Lessor's costs of obtaining such insurance and any customary
charges or fees of Lessor's or its designee associated with such insurance.

      Lessee shall keep the Equipment free and clear of all levies, liens, and
encumbrances. Lessee shall pay all charges and taxes (local, state, and
federal, which may now or hereafter be imposed upon the ownership, leasing,
rental, sale, purchase, possession, or use of the Equipment, excluding,
however, all taxes on or measured by Lessor's net income. If Lessee fails to
pay said charges or taxes, Lessor shall have the right, but shall not be
obligated, to pay such charges or taxes. In that event, Lessor shall notify
Lessee of such payment and Lessee shall repay to Lessor the cost thereof within
15 days after such notice is mailed to Lessee.

17. INDEMNITY. Lessee shall indemnify Lessor against any claims, actions,
damages, or liabilities, including all attorney fees, arising out of or
connected with Equipment, without limitation. Such indemnification shall
survive the expiration, cancellation, or termination of this Lease. Lessee
waives any immunity Lessee may have under any industrial insurance act, with
regard to indemnification of Lessor.

18. ASSIGNMENT BY LESSOR. Any assignee of Lessor shall have all of the rights
but none of the obligations of Lessor under this Lease. Lessee shall recognize
and hereby consents to any assignment of this Lease by Lessor, and shall not
assert against the assignee any defense, counterclaim, or setoff that Lessee
may have against Lessor. Subject to the foregoing, this Lease inures to the
benefit of and is binding upon the heirs, devisees, personal representatives,
survivors, successors in interest, and assigns of the parties hereto.

19. SERVICE CHARGES; INTEREST. If Lessee shall fail to make any payment
required by this Lease within 10 days of the due date thereof, Lessee shall pay
to Lessor a service charge of 8% of the amount due, provided, however, that not
more than one such service charge shall be made on any delinquent payment
regardless of the length of the delinquency. In addition to the foregoing
service charge, Lessee shall pay to Lessor a $100 default fee with respect to
any payment, which becomes thirty (30) days past due. In addition, Lessee shall
pay to Lessor any actual additional expenses incurred by Lessor in collection
efforts, including but not limited to long-distance telephone charges and
travel expenses. Lessee shall pay to Lessor interest on any delinquent payment
or amount due under this Lease from the due date thereof until paid, at the
lesser of the maximum rate of interest allowed by law or 18% per annum.

20. TIME OF ESSENCE. Time is of the essence of this Lease, and this provision
shall not be impliedly waived by the acceptance on occasion of late or
defective performance.

21. DEFAULT. Lessee shall be in default if:

      (a)   Lessee shall fail to make any payment due under the terms of this
      Lease for a period of 10 days from the due date thereof; or

      (b)   Lessee shall fail to observe, keep, or perform any other provision
      of this Lease, and such failure shall continue for a period of 10 days; or

      (c)   Lessee has made any misleading or false statement in connection
      with application for or performance of this Lease; or

      (d)   The Equipment or any part thereof shall be subject to any lien,
      levy, seizure, assignment, transfer, bulk transfer, encumbrance,
      application, attachment, execution, sublease, or sale without prior
      written consent of Lessor, or if Lessee shall abandon the Equipment or
      permit any other entity or person to the use Equipment without the prior
      written consent of Lessor; or

      (e)   Lessee dies or ceases to exist; or

      (f)   Lessee defaults on any other agreement it has with Lessor; or

      (g)   Any guarantor of this Lease defaults on any obligation to Lessor,
      or any to the above-listed events of default occur with respect to any
      guarantor, or any such guarantor files or has filed against it a petition
      under the bankruptcy laws.

22. REMEDIES. If Lessee is in default, Lessor, with or without notice to Lessee,
shall have the right to exercise any one or more of the following remedies,
concurrently or separately and without any election of remedies being deemed to
have been made:

      (a)   Lessor may enter upon Lessee's premises and without any court order
or other process of law may repossess and remove the Equipment, or render the
Equipment unusable without removal, either with or without notice to Lessee.
Lessee hereby waives any trespass or right of action for damages by reason of
such entry, removal, or disabling. Any such repossession shall not constitute a
termination of this Lease unless Lessor so notifies Lessee in writing;

      (b)   Lessor may require Lessee, at its expense, to return the Equipment
in good repair, ordinary wear and tear resulting from proper use thereof alone
excepted, by delivering it, packed and ready for shipment, to such place as
Lessor may specify;

      (c)   Lessor may cancel or terminate this Lease and may retain any and all
prior payments paid by Lessee;

      (d)   Lessor may declare all sums due and to become due under this Lease
immediately due and payable, including as to any or all items of Equipment,
without notice or demand to Lessee;

      (e)   Lessor may re-lease the Equipment to any third party, without notice
to Lessee, upon such terms and conditions as Lessor alone shall determine, or
may sell the Equipment, without notice to Lessee, at private or public sale, at
which sale Lessor may be the purchaser;

      (f)   Lessor may sue for and recover from Lessee the sum of all unpaid
rents and other payments due under this Lease then accrued, all accelerated
future payments due under this Lease, discounted to their present value using a
discount rate of 9%, as of the date of default, plus Lessor's estimate at the
time this Lease was entered into of Lessor's residual interest in the Equipment,
reduced to present value at a discount rate of 9%, as of the date of default,
less the net proceeds of disposition, if any, of the Equipment;

      (g)   To pursue any other remedy available at law, by statute or in
equity.

No right or remedy conferred upon or reserved to Lessor is exclusive of any
other right or remedy herein, or by law or by equity provided or permitted, but
each shall be cumulative of every other right or remedy given herein or now or
hereafter existing by law or equity or by statute or otherwise, and may be
enforced concurrently therewith or from time to time. No single or partial
exercise by Lessor of any right or remedy hereunder shall preclude any other or
further exercise of any other right of remedy.

23. MULTIPLE LESSEES. Lessor may, with the consent of any one of the Lessees
hereunder, modify, extend, or change any of the terms hereof without consent or
knowledge of the others, without in any way releasing, waiving, or impairing any
right granted to Lessor against the others. Lessees and each of them are jointly
and severally responsible and liable to Lessor under this Lease.

24. EXPENSE OF ENFORCEMENT. In the event of any legal action with respect to
this Lease, the prevailing party in any such action shall be entitled to
reasonable attorney fees, including attorney fees incurred at the trial level,
including action in bankruptcy court, on appeal or review, or incurred without
action, suits or proceedings, together with all costs and expenses incurred in
pursuit thereof.

25. ENTIRE AGREEMENT; NO ORAL MODIFICATIONS; NO WAIVER. This instrument
constitutes the entire agreement between Lessor and Lessee. No provision of this
Lease shall be modified or rescinded unless in writing signed by a
representative of Lessor. Waiver by Lessor of any provision hereof in one
instance shall not constitute a waiver as to any other instance.

26. SEVERABILITY. This Lease is intended to constitute a valid and enforceable
legal instrument, and no provision of this Lease that may be deemed
unenforceable shall in any way invalidate any other provision or provisions
thereof, all of which shall remain in full force and effect.

                     LESSEE HAS READ AND AGREES TO ALL ITEMS ON THIS PAGE 2 OF 2
<PAGE>   3
                                  SCHEDULE "A"
                               EQUIPMENT SCHEDULE

VENDOR    NETIQ
          5410 BETSY ROSS DR
          SANTA CLARA, CA 95054

1    NETIQ MANAGEMENT SYSTEM CONSISTING OF:
     MANAGEMENT CONSULES:
     1 OPERATOR CONSULT, 1 WEB ACCESS CONSULE,
     APPLICATION MODULES:
     42 MICROSOFT WINDOWS NT WKSTN/2000 PROFESSIONAL,
     15 MICROSOFT WINDOWS NT/WINDOWS 2000 SERVER
     2 MICROSOFT SQL SERVER
     2 DELL OPEN MANAGE
     1 CA ARCSER VEIT
     APP MANAGEMENT MEDIA KITS:
     1 MEDIA KIT STANDARD EDITION

VENDOR:        INTERNATIONAL CIRCUIT SALES

     T1 EMULATOR:
1    TSP-BASE-01
1    TSPU-ST1E1-01
1    TSPU4POTS-01


LESSEE hereby certifies that the description of personal property set forth
above constitutes an accurate account of the Equipment, as such is defined in
the Lease Rental Agreement of which this Schedule is a part.


Lessee:   Interactive Telesis, Inc.         Lessor:  Colonial Pacific Leasing


By:  /s/ DONALD E. CAMERON                  By: /s/ SIGNATURE ILLEGIBLE]
     ------------------------------             -------------------------------
     Donald E. Cameron

Title: President                            Title: Processing Asst.
     ------------------------------             -------------------------------


Date: 4-26-00                               Date:  6/8/00
     ------------------------------             -------------------------------



                                  Page 1 of 1
<PAGE>   4
[GE LOGO]

GE CAPITAL                         LEASE NUMBER 129963003
Colonial Public Leasing

13010 SW 68th Parkway, PORTLAND, OREGON 97223
TELEPHONE (503) 639-2752 WATS (800) 444-1738

                                   DATE OF LEASE_________

LESSEE:   Interactive Telesis, Inc.
          535 Encinitas #116
          Encinitas, CA 92024

                         ACKNOWLEDGEMENT AND ACCEPTANCE
                             OF EQUIPMENT BY LESSEE

SEE ATTACHMENT SCHEDULE "A"

Lessee hereby acknowledges that the Equipment described above has been received
in good condition and repair, has been properly installed, tested, and
inspected, and is operating satisfactorily in all respects for all of Lessee's
intended uses and purposes. Lessee hereby accepts unconditionally and
irrevocably the Equipment.

By signature below, Lessee specifically authorizes and requests Colonial
Pacific Leasing Corporation, dba GE Capital Colonial Pacific Leasing
("Lessor"), to make payment to the supplier of the Equipment. Lessee agrees
that said equipment has not been delivered, installed, or accepted on a trial
basis.

WITH THE DELIVERY OF THIS DOCUMENT TO LESSOR, LESSEE ACKNOWLEDGES AND AGREES
THAT LESSEE'S OBLIGATIONS TO LESSOR BECOME ABSOLUTE AND IRREVOCABLE AND LESSEE
SHALL BE FOREVER ESTOPPED FROM DENYING THE TRUTHFULNESS OF THE REPRESENTATIONS
MADE IN THIS DOCUMENT.


DATE OF ACCEPTANCE:                     LESSEE: Interactive Telesis, Inc.


4-26-00                                 /s/ DONALD E. CAMERON
-------------------                     ---------------------------------
                                        Donald E. Cameron       President



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

IMPORTANT: THIS DOCUMENT HAS LEGAL      I HEREBY AUTHORIZE WILLIAM R. ADAMS CFO
AND FINANCIAL CONSEQUENCES TO YOU.      TO ORALLY VERIFY MY/OUR ACCEPTANCE OF
DO NOT SIGN THIS DOCUMENT UNTIL YOU     THE ABOVE REFERENCED EQUIPMENT IN MY
HAVE ACTUALLY RECEIVED ALL OF THE       ABSENCE.
EQUIPMENT AND ARE COMPLETELY
SATISFIED WITH IT.
<PAGE>   5
                            EQUIPMENT LEASE GUARANTY

[GE LOGO]

GE CAPITAL                    13010 SW 68th Parkway, PORTLAND, OREGON 97223
Colonial Pacific Leasing      Telephone (503) 639-2752 WATS (800) 444-1738

LEASE NO:__________________________

DATE OF LEASE:_____________________

     This Guaranty Agreement made and entered into this ____ day of ___________,
____ by Donald E. Cameron (hereinafter referred to collectively as "Guarantor"),
in favor of Colonial Pacific Leasing Corporation, dba GE Capital Colonial
Pacific Leasing, (hereinafter referred to as "Lessor").

     WHEREAS, it is contemplated that Lessor may enter into a lease and/or
other related agreements (hereinafter collectively "Lease") with Interactive
Telesis, Inc. (hereinafter collectively "Lessee"); and,

     WHEREAS, Guarantor has an interest, financial or otherwise in Lessee, and
it is to the benefit of Guarantor that Lessor enter into the Lease with Lessee,
and Guarantor has read the proposed Lease in full and finds the terms of said
Lease acceptable, and in recognition that Lessor would be unwilling to enter
into the Lease without the Guaranty hereinafter set forth, and in recognition
of Lessor's reliance upon the Guaranty in entering into the Lease;

     NOW, THEREFORE, in order to induce Lessor to enter into the Lease,
Guarantor, jointly and severally, unconditionally guaranties the faithful and
full performance by Lessee of all terms and conditions of the Lease. In the
event of default by Lessee, or failure to faithfully perform any of the terms
or conditions required of Lessee under the Lease, or in the event of failure of
Lessee to make any or all payments of money required of it under the Lease,
Guarantor unconditionally promises to pay to Lessor, in lawful money of the
United States, all sums at any time due and unpaid under the Lease, plus costs
of collection, including reasonable attorney fees with or without trial, and
upon appeal and review.

     The obligations of Guarantor hereunder are joint and several and
independent of the obligations of Lessee under the Lease, and a separate action
or actions may be brought against Guarantor, whether action is brought against
Lessee or whether Lessee be joined in any action or actions, the liability of
Guarantor hereunder being primary. Guarantor hereby waives the benefit of any
suretyship defenses affecting its liability hereunder or the enforcement hereof.

     Guarantor authorizes lessor, without notice or demand, and without
affecting Guarantor's liability hereunder, from time to time to renew, extend,
accelerate, or otherwise change the payment terms or other terms of the Lease
or any part thereof. Lessor may, without notice, assign this Guaranty in whole
or in part.

     Guarantor hereby waives any right to require Lessor to: (a) proceed
against Lessee; (b) proceed against or exhaust any security held by Lessor; or
(c) pursue any other remedy in Lessor's power. Guarantor waives any defense
arising by reason of any defense of Lessee, or by reason of the cessation, from
any cause whatsoever, of the liability of Lessee under the Lease. Guarantor
waives any and all demands for performance, notices of nonperformance or
default, and notices of cancellation or forfeiture. Lessor may apply all
proceeds received from Lessee or others to such part of Lessee's indebtedness
as Lessor may deem appropriate without consulting Guarantor and without
prejudice to or in any way limiting or lessening the liability of Guarantor
under this Guaranty.

     If Lessee is a corporation, the undersigned warrant and represent that
they are stockholders, directors or officers and/or are financially or otherwise
interested in Lessee, and, if married, their marital communities are so
interested.

     This Guaranty shall not be affected or discharged by the death of the
undersigned, but shall bind Guarantor's heirs and personal representatives, and
shall inure to the benefit of any successors or assigns of Lessor.

     This instrument constitutes the entire agreement between Lessor and
Guarantor. No oral or written representation not contained herein shall in any
way affect this Guaranty, which shall not be modified except by the parties in
writing. Waiver by Lessor of any provision hereof in one instance shall not
constitute a waiver as to any other instance.

  IMPORTANT: THIS AGREEMENT CREATES SPECIFIC LEGAL OBLIGATIONS. DO NOT SIGN IT
  UNTIL YOU HAVE FULLY READ IT. BY SIGNING YOU COMPLETELY AGREE TO ITS TERMS.

IN WITNESS WHEREOF, the undersigned Guarantor(s) has/have executed this
Guaranty this 26th day of 4, 00.

GUARANTOR: Donald E. Cameron            GUARANTOR:

/s/ DONALD E. CAMERON
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NAME     Donald E. Cameron              NAME

1109 Sycamoreview Drive
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HOME ADDRESS                            HOME ADDRESS


Encinitas           CA      92024
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CITY                STATE   ZIP         CITY                STATE   ZIP

/s/ WILLIAM R. ADAMS
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WITNESS                                 WITNESS