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                                                                                                                       EXHIBIT 10.39

====================================================================================================================================

-------------------------------------------------------
       LESSOR
-------------------------------------------------------
Media Capital Associates, LLC
6991 E. Camelback Rd. Ste. D-202
Scottsdale, AZ  85251
-------------------------------------------------------

-------------------------------------------------------                    ---------------------------------------------------------
       FULL LEGAL NAME AND ADDRESS OF LESSEE                                          SUPPLIER OF EQUIPMENT AND ADDRESS
-------------------------------------------------------                    ---------------------------------------------------------
Interactive Telesis, Inc.                                                          See Schedule "A" Attached
535 Encinitas #116
Encinitas  CA   92024
-------------------------------------------------------                    ---------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
 QUANTITY                                        EQUIPMENT DESCRIPTION AND IDENTIFICATION
------------------------------------------------------------------------------------------------------------------------------------

                           SEE SCHEDULE "A" ATTACHED HERETO AND MADE A PART HEREOF.



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

LEASE TERM                AMOUNT OF EACH PAYMENT          ADVANCE PAYMENT RECEIPTED APPLY TO FIRST               SECURITY DEPOSIT
(IN MONTHS)            (PLUS APPLICABLE SALES TAX)                  AND LAST 1 PAYMENTS
                                                              (INCLUSIVE OF APPLICABLE TAXES)
   36                           $2,690.75                                $5,798.56                                     $0.00
------------------------------------------------------------------------------------------------------------------------------------
EQUIPMENT
LOCATION (IF    STREET ADDRESS     535 Encinitas #116
DIFFERENT
FROM ABOVE)     CITY   Encinitas             COUNTY                         STATE    CA                   ZIP   92024
------------------------------------------------------------------------------------------------------------------------------------

                                                   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.

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

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:  MEDIA CAPITAL ASSOCIATES, LLC

By:    /s/ DONALD E. CAMERON                                                  By:
       --------------------------------------------                                  -----------------------------------------------
Title:      President                                                         Title:
       --------------------------------------------                                  -----------------------------------------------
Date:       6-30-00                                                           Date:
       ---------------------------------------------                                 -----------------------------------------------
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<PAGE>   2
 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 of 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 due 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 [illegible copy] 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 the 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. 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 or carrier 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 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 term 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
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 canceled
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 report and 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 [illegible copy]% of the amount due or $20.00,
whichever is greater; 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
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 use the 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 of the above listed
events of defaults 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 or carrier 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,
without notice to Lessee, to any third party, 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 at 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 herein
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 or 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 and Lessee. 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
hereof, all of which shall remain in full force and effect.
<PAGE>   3
                                                 [MEDIA CAPITAL ASSOCIATES LOGO]

SCHEDULE "A"
EQUIPMENT SCHEDULE

     THIS SCHEDULE is attached hereto and made part of that certain Equipment
Lease Agreement, number         , ("Lease") between Media Capital Associates,
L.L.C., as Lessor, and Interactive Telesis, Inc., as Lessee.

VENDOR: WYLE SYSTEMS

4    ISP2150 SYSTEM CONFIGURED WITH 9GB 7200 RPM DRIVE, 1GB RAM, 600 MHZ
PROCESSOR, FLOPPY AND CD-ROM

VENDOR:   ALLIANCE SYSTEMS INC
          3001 SUMMIT AVENUE STE 400
          PLANO, TX 75074

8    D/240PCI-T1
8    ANTARES 3000X60
4    CT BUS CABLE ASSY, 4 DROP

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 Agreement of which this Schedule is a part.

Lessee  Interactive Telesis, Inc.         Lessor  Media Capital Associates, LLC

By:   /s/ DONALD E. CAMERON                By:     /s/ DONALD E. CAMERON
      ----------------------------                 -----------------------------
     Donald E. Cameron

Title:      President                      Title:     CEO
      ----------------------------                 -----------------------------

Date:   06/30/00                           Date:      7-6-00
      ----------------------------                 -----------------------------



<PAGE>   4
                            EQUIPMENT LEASE GUARANTY

This Guaranty Agreement made and entered into this ___ day of __________, 2000
by DONALD E. CAMERON (hereinafter referred to collectively as "Guarantor"), in
favor of Media Capital Associates, LLC (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 Guarantor 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 are 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 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 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 representative 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 30 day of June, 2000.

GUARANTOR:                                  GUARANTOR:

Donald E. Cameron
---------------------------------           ---------------------------------
Name                                        Name

1109 Sycamoreview Drive
------------------------------------        ------------------------------------
Address                                     Address

Encinitas           CA     92024
------------------------------------        ------------------------------------
City                State  Zip              City                State  Zip

/s/  DONALD E. CAMERON    Individual                                  Individual
------------------------------------        ------------------------------------
                                            By

<PAGE>   5
LEASE NUMBER:


                         ACKNOWLEDGEMENT AND ACCEPTANCE
                             OF EQUIPMENT BY LESSEE


Lessee hereby acknowledges that the Equipment 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 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.


By:        /s/ DONALD E. CAMERON
          ---------------------------------
          Donald E. Cameron

Title:    President
          ---------------------------------


I hereby authorize William Adams, CFO (title), to orally verify the acceptance
of the leased equipment in my absence.


THIS DOCUMENT HAS LEGAL AND FINANCIAL CONSEQUENCES TO YOU. DO NOT SIGN THIS
DOCUMENT UNTIL YOU HAVE ACTUALLY RECEIVED ALL OF THE EQUIPMENT AND ARE
COMPLETELY SATISFIED WITH IT.


<PAGE>   6

                         CORPORATE RESOLUTION TO LEASE
                    RESOLUTION OF THE BOARD OF DIRECTORS OF


                           INTERACTIVE TELESIS, INC.
                           -------------------------


                                    RECITALS


WHEREAS,  the Corporation Code empowers stock corporations to lease real and
          personal property; and

WHEREAS,  the Corporation Code expressly provides that the powers of the
          corporation are to be exercised by its Board of Directors subject to
          the limitations set forth within said Code; and

WHEREAS,  the Board of Directors deems it to be in the best interest of the
          corporation to lease, as lessee, the personal property hereinafter
          described:

                                   RESOLUTION


NOW, THEREFORE, BE IT RESOLVED that this corporation lease the personal
property hereinafter described from Santa Barbara Bank & Trust, on the terms
and conditions set forth in Lease Agreement Number __________.

BE IT FURTHER RESOLVED that Donald E. Cameron who is the President of this
corporation, be authorized and directed to execute and deliver to Media Capital
Associates, L.L.C. Bank & Trust said Lease Agreement and any other documents
necessary to be executed in connection therewith.

Specimen Signature of Donald E. Cameron     /s/ DONALD E. CAMERON
                                          -------------------------------

The personal property to be leased under the said Lease Agreement is set forth
therein.


                                  CERTIFICATE


I, William R. Adams, hereby certify:

That I am the duly elected and acting (SECRETARY) of Interactive Telesis, Inc.;
a California Corporation and
That the foregoing Resolution of The Board of Directors Authorizing Lease was
duly adopted by the Board of Directors duly and regularly called and held on
6/29/00 (Date) and was in conformity with the Articles of Incorporation and/or
By-Laws of the corporation and that said Resolution has been neither modified
not rescinded and is, as of the date of this Certificate, in full force and
effect.

IN WITNESS WHEREOF, I have set my hand and Seal this 29th day of June, 2000.



/s/ WILLIAM R. ADAMS
---------------------------------------
If the Secretary is the authorized
signer of the Lease Agreement, the
President must execute this Certificate

<PAGE>   7
                                                                    [MEDIA LOGO]


AUTHORIZATION FOR INSURANCE COVERAGE

INS. AGENT
           ---------------------------------------------------------------------

ADDRESS
           ---------------------------------------------------------------------

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

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

PHONE     (     )                                POLICY #
           --------------------------------------        ----------------------

RE:  Interactive Telesis, Inc.


Gentlemen:

Media Capital Associates, L.L.C. is about to enter into a Lease Agreement with
the above referenced lessee. In accordance with our Lease Agreement, the lessee
is responsible to provide insurance pertaining to the subject leased equipment,
as follows:

     A)   The Equipment must be insured against all risks of loss or damage
          from every cause whatsoever for not less than the full replacement
          value of $74,005.50 with a deductible not to exceed $500.00
     B)   Third Party liability and property damage insurance providing
          $500,000.00 combined single limit, bodily injury and property damage
          coverage relative to the leased equipment.

Media Capital Associates, L.L.C. shall be named as the loss payee and
additional insured on the above described insurance.

As indicated by their signature below, the lessee has authorized Media Capital
Associates, L.L.C. to:

          1)   Discuss the required insurance with your company; and,

          2)   Authorize and instruct you, or any other insurance company, to
               provide such insurance as is required by our Lease Agreement, at
               our sole discretion and without obligation on our part; and,

          3)   To debit lessee's account for any costs related thereto.

We respectfully request that you immediately provide the herein required
insurance and provide proof of coverage to us by forwarding a copy of a
Certificate of Insurance by fax to 602-941-4588, with the original being sent
by mail. Additionally, should the subject insurance be canceled or modified
before the expiration date, you must give us 30 days notice.

Media Capital Associates, L.L.C.             Acknowledged and agreed to:
                                             Lessee:  Interactive Telesis, Inc.

By:                                          By:  /s/  DONALD E. CAMERON
  ------------------------------                -------------------------------
                                                Donald E. Cameron


          6991 East Camelback Rd., Suite D-202, Scottsdale, AZ 85251,
                      (800) 836-7753, Fax (480) 941-4588

<PAGE>   8
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<S><C>
                                                                                                THIS SPACE FOR USE OF FILING OFFICER

FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY

This Financing Statement is presented for filing pursuant to the Uniform Commercial Code
and will remain effective, with certain exceptions, for 5 years from date of filing.

-------------------------------------------------------------------------------------------------------
A. NAME & TEL. # OF CONTACT AT FILER (optional)      B. FILING OFFICE ACCT. # (optional)


-------------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)

       -----





       -----

------------------------------------------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (if applicable): [ ] LESSOR/LESSEE  [ ] CONSIGNOR/CONSIGNEE  [ ] NON-UCC FILING
------------------------------------------------------------------------------------------------------------------------------------
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b)
   ---------------------------------------------------------------------------------------------------------------------------------
   1a. ENTITY'S NAME
      INTERACTIVE TELESIS, INC.
OR ---------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                  FIRST NAME                    MIDDLE NAME          SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                            CITY                          STATE     COUNTRY    POSTAL CODE
      535 ENCINITAS #116                                       ENCINITAS                     CA                   92024
------------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D.#       OPTIONAL     1e. TYPE OF ENTITY    1f. ENTITY'S STATE         1g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                        ADD'NL INFO RE                         OR COUNTRY OF
                          ENTITY DEBTOR                        ORGANIZATION                                                  [ ]NONE
------------------------------------------------------------------------------------------------------------------------------------
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)
------------------------------------------------------------------------------------------------------------------------------------
   2a. ENTITY'S NAME

OR ---------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                  FIRST NAME                    MIDDLE NAME          SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                            CITY                          STATE     COUNTRY    POSTAL CODE

------------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D.#       OPTIONAL     2e. TYPE OF ENTITY    2f. ENTITY'S STATE         2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                        ADD'NL INFO RE                         OR COUNTRY OF
                          ENTITY DEBTOR                        ORGANIZATION                                                  [ ]NONE
------------------------------------------------------------------------------------------------------------------------------------
3. SECURED PARTY'S (ORIGINAL S/P OR ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b)
------------------------------------------------------------------------------------------------------------------------------------
   3a. ENTITY'S NAME

OR ---------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                  FIRST NAME                    MIDDLE NAME          SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                            CITY                          STATE     COUNTRY    POSTAL CODE

------------------------------------------------------------------------------------------------------------------------------------
4. This FINANCING STATEMENT covers the following types or items of property:


SEE ATTACHED SCHEDULE "A"




------------------------------------------------------------------------------------------------------------------------------------
5. CHECK                This FINANCING STATEMENT is signed by the Secured Party instead   7.  If filed in Florida (check one)
   BOX             [ ]  of the Debtor to perfect a security interest (a) in collateral        Documentary         Documentary stamp
   (if applicable)      already subject to a security interest in another jurisdiction    [ ] stamp tax paid  [ ] tax not applicable
                        when it was brought into this state, or when the debtor's
                        location was changed to this state, or (b) in accordance with
                        other statutory provisions (additional data may be required)
------------------------------------------------------------------------------------------------------------------------------------
6. REQUIRED SIGNATURE(S)                                                 8. [ ] This FINANCING STATEMENT is to be filed (for record)
                                                                                (or recorded) in the REAL ESTATE RECORDS
                                                                                Attach Addendum                      (if applicable)
------------------------------------------------------------------------------------------------------------------------------------
                                                                         9. Check to REQUEST SEARCH CERTIFICATE(S) on Debtor(s)
                                                                         (ADDITIONAL FEE)
/s/ DONALD E. CAMERON                                                    (optional)   [ ] All Debtors  [ ] Debtor 1  [ ] Debtor 2
------------------------------------------------------------------------------------------------------------------------------------
(1) FILING OFFICER COPY - NATIONAL FINANCING STATEMENT (FORM UCC 1) (TRANS) (REV. 12/18/95)

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