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                                   [LOGO]

                                    La, 1922
                         -----------------------------
                              SHELTER COVE MARINA
                     -------------------------------------
             1240 Shelter Island Drive, San Diego, California 92106
                    Tel: 619-224-2471 *** Fax: 619-224-9117


                          OFFICE SPACE LEASE AGREEMENT
                          ----------------------------

     THIS COMMERCIAL SPACE LEASE AGREEMENT ("Lease") is entered into as of the
date set forth in Article 1 by and between Landlord and Tenant upon the
following terms and conditions at San Diego, San Diego County, California.


                                LEASE PROVISIONS

1.0 WITNESSETH:   Tenant hereby leases to Sublessee, and Sublessee hereby hires
from Tenant, on the terms and conditions set forth herein, the premises
described herein, as follows:

          1.1  EFFECTIVE DATE:          January 1, 1999

          1.2  MASTER LANDLORD:         San Diego Unified Port District (SDUPD)

          1.2  LANDLORD/MASTER
               TENANT/LESSEE:           Shelter Cove Marina, Ltd. (SCM)
                                        2240 Shelter Island Drive, Suite 102
                                        San Diego, CA 92106

          1.4  TENANT/SUBLESSE:         Fleming & Associates
                                        Mobile Pet Systems, Inc.
                                        2260 Shelter Island Drive #204/205
                                        San Diego, CA 92106

          1.5  MASTER LEASE:

                    That certain Lease Agreement dated AUGUST 25, 1992, by and
between LANDLORD, AS THE MASTER Tenant/Lessee, AND THE SAN DIEGO UNIFIED PORT
DISTRICT, as MASTER LANDLORD.  This has precedence over this Lease between
Landlord/Master Tenant/Lessee and Tenant/Sublessee.

          1.6  BUILDING CONTAINING THE PREMISES:

                    That certain two-story commercial office building, the
underlying realty located at 2240 Shelter Island Drive, San Diego, California
92106.

          1.7  LEASED PREMISES:

                    Suite 204/205 (Approximately 1,198 sq. ft.)

          1.8  SCHEDULED COMMENCEMENT DATE:

                    January 1, 1999 for Suite 204/205

2.0 TERM:

               The term of this Lease shall be for a period of (2) Two years,
          commencing on January 1, 1999, and ending at midnight on December 31,
          2000.


                                      Landlord: [ILLEGIBLE]  Tenant: [ILLEGIBLE]


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3.0 RENT OFFICE:

          Tenant shall pay to Landlord as rental for the full term hereof the
     sum of $57,504.00 dollars in lawful money of the United States, in monthly
     installments of $2,396.00 each, payable in advance on the first day of each
     calendar month of the term of this Lease (WITHOUT DEDUCTION, OFFSET, PRIOR
     NOTICE OR DEMAND), plus the amount of all excise taxes or other charges
     which may be levied by any government body on such rental or receipt
     thereof. The rent shall be paid at the address set out after the signature
     of Landlord in this Lease, or at such other place as Landlord shall direct.
     Rent for partial months shall be prorated.

          Receipt of the sum of $7,607.30 is hereby acknowledged by Landlord. Of
     said sum $2,396.00 shall be contributed to the First Month's Rent
     (prorated), $239.60 to Port fees, $179.70 to CAM fees, when the term of
     this Lease commences and the balance is a Security Deposit. If Tenant shall
     pay all rent and observe and perform all of the terms, covenants and
     conditions of this Lease during the term, and all extensions and renewals
     thereof, Landlord will repay the Security Deposit to Tenant, without
     interest within ten (10) day after Tenant vacates the Premises. If Tenant
     defaults in any of the terms, covenants or conditions of this Lease
     (INCLUDING, BUT NOT  LIMITED TO, NONPAYMENT OF RENT), Landlord may use or
     apply so much of the Security Deposit as is required to cure or make good
     such default, or to indemnify Landlord for loss or damage arising
     therefrom. Tenant agrees to restore Security Deposit to the full original
     amount immediately upon receipt of demand from Landlord therefor. The
     obligation to maintain the Security Deposit in the full original amount is
     a rental obligation under this Lease.

     3.1 OPTION PERIODS. Tenant shall have the right to extend the term, of this
     Lease for three (3) terms beyond the initial two (2) years, upon the terms
     and conditions set forth herein (singularly, "Extension Periods"). In the
     event Tenant elects to exercise the Extension Period, Tenant must give
     written notice to Landlord on or before October 01, 2000, October 01, 2001
     and October 01, 2002 respectively. In the event Tenant elects to exercise
     the Extension Period, Annual Rental for the Premises shall be renegotiated
     between Tenant and Landlord on a "fair market value" basis.

     3.2 ASSIGNMENTS/SUB-SUBLEASES. In the event an assignment of Sublease is
     executed by Tenant the prior written consent of the Landlord and the SDUPD
     is required in each instance.

     3.3 OFFICE DEPOSIT(S). First Right of Refusal may be obtained in order to
     hold the space desired and to have first rights to the space. The
     equivalent of two months rent or $4,792.00 will be deposited with the
     Landlord with a letter of intent signed by both prospective Tenant and
     acknowledged by Landlord


          "Security Deposit" Consists of two months rent or $4,792.00 and will
     be paid to Landlord on execution of this sublease. Two (2) months rent will
     be held as a total deposit for security for the duration of the tenancy.
     Deposit will be returned provided premises are returned to Landlord as they
     were received less normal depreciation. In the event Tenant has deposited
     fees for first Right of Refusal, these fees will apply as the Security
     Deposit. Landlord will deduct from deposit $239.60 (1,198 sq.ft. @ 0.20
     per sq.ft.) for cleaning of the carpet at end of lease.

3.4 MISCELLANEOUS CHARGES.

          (a) Security Key Deposit: ($25.00 per key)

          Tenant is entitled to one (1) key per owner or employee.  Broken keys
may be replaced for a $10.00 fee.  If Tenant loses a security key, Tenant may
obtain a replacement key upon render of an additional deposit of $25.00.

          (b) Utilities (Electrical Power) CAM (Common Area Maintenance)
charges for office only.

Tenant will be provided utility (electrical power) services from 8 AM to 6 PM
daily.  Service at other times, including use by janitorial service, will be
initiated by Tenant using a metered timer device in the suite.  Real estate
taxes (excepting taxes arising from Tenant's business) and insurance
(other than specified in paragraph 14) shall be paid by Landlord.  Utilities and
CAM charges will be paid by the Tenant through a pro-rata assessment based on
the SDG&E billing and CAM costs currently determined as 5.15 per square foot of
leased space.  Square footage assessment will be reviewed on an annual basis to
accurately reflect true costs.


4.0 POSSESSION:

          If Landlord is unable to deliver possession of the Premises to Tenant
     at the Commencement of the term for any reason whatsoever, this Lease shall
     not be void or voidable for a period of ninety (90) days thereafter, nor
     shall Landlord be liable to Tenant for any loss or damage resulting
     therefrom, but the rent shall abate until Landlord delivers possession of
     the Premises to Tenant. The term of this Lease shall be extended for a
     period equal to any such delay and Tenant agrees to pay the rent provided
     for herein and to perform all of the terms and conditions of this Lease
     during such extension.

          If Landlord is unable to deliver possession of the Premises to Tenant
     within ninety (90) days after the commencement date, this Lease may be
     terminated by either Landlord or Tenant by written notice to the other at
     any time thereafter prior to the date possession is delivered to Tenant.


5.0 CONSTRUCTION ON PREMISES:

     5.1 Landlord, at its own expense, will perform the work and supply the
     material specified in the schedule in Subparagraph 31.1. The goods and
     services to be provided by Landlord shall be provided promptly and
     diligently, in a first-class workmanlike manner.

     5.2 Tenant shall pay for goods and services, if any, specified in
     Subparagraph 31.2 to be provided by Tenant. Except with the prior written
     approval of Landlord, all work on the Premises shall be done by contractors
     or other persons selected or employed by Landlord. Landlord shall have the
     right to designate the time and period when any work required of Tenant is
     to be performed subject to not unduly delaying the completion of any such
     work by Tenant.

                                      Landlord: [ILLEGIBLE]  Tenant: [ILLEGIBLE]

<PAGE>

6.0 USE AND FEES:

          Tenant shall use the Premises for general office purposes and shall
     not use or permit the Premises to be used for any other purpose without the
     prior written consent of Landlord.

          Tenant shall not do or permit anything to be done in or about the
     Premises nor bring or keep anything therein which will in any way increase
     the existing rate of or affect any fire or other insurance upon the
     Building or any of its contents, or cause cancellation of any insurance
     policy covering said Building or any part thereof or any of its contents.
     Tenant shall not do or permit anything to be done in or about the Premises
     which will in any way obstruct or interfere with the rights of the other
     Tenants or occupants of the Building or injury or annoy them or use or
     allow the Premises to be used for any improper, immoral, unlawful or
     objectionable purpose, nor shall Tenant cause, maintain or permit any
     nuisance in, on or about the Premises. Tenant shall not commit or suffer
     to be committed any waste in or upon the Premises.

     6.1 SPECIFIC USE OF PREMISES.      Marine Recreational/Commercial office.

          Specifically  Business Consulting Firm
                        ------------------------

     The Premises shall be used solely for the use stated above and for no other
use or purpose.

     6.2 SDUPD APPROVALS. Tenant must complete San Diego Unified Port District
     (SDUPD) SUBLEASE SUMMARY/QUESTIONNAIRE Application Form No. 318 with leases
     five (5) years or less or Form No. 317 with leases in excess of five (5)
     years to be filed with Landlord and SDUPD. Tenant to pay SDUPD application
     fee (if applicable) to Shelter Cove Marina, Ltd., (SCM), who will pass on
     fee to SDUPD. On approval by the SDUPD, tenant may be required by SDUPD to
     pay the appropriate SDUPD fees through Landlord based on gross incomes from
     sources of income. SCM will in turn pay the fees to the SDUPD as required.
     SDUPD rates to Landlord/Tenant and Tenant/Subleasee are reviewed every five
     (5) years. Sublease is subject to approval of the SDUPD.

          6.2.1 INCREASE IN RENT CHARGED TO LANDLORD/SUBLESSOR. In the event the
          SDUPD increases/decreases the amount of percentage/flat rent that
          Landlord is required to pay for the Port identified "water dependent"
          business covered by the Sublease and/or as a result of this Sublease,
          the percentage/flat rent that Tenant pays Landlord/Tenant shall
          automatically increase/decrease at the same time. This rate will be
          equal or proportional to the rate imposed by the SDUPD.

     6.3  BUSINESS FEES.

          6.3.1 PORT IDENTIFIED "WATER DEPENDENT" BUSINESS/FEES: Marine
          recreational (water dependent) businesses are required by the Port and
          Shelter Cove Marina to pay a percentage of gross revenues or a flat
          fee for doing business on the tidelands.

<TABLE>
<CAPTION>

        BUSINESS                     PORT FEE/MONTH           SCM FEE/MONTH
        --------                     --------------           -------------
<S>                                  <C>                      <C>
(1)Slip Revenues including               SCM pays                   N/A
   LAB, lockers & dock boxes.

(2)Boat Rentals w/Bare boat of             10%                      3.5%
   24 hrs or less                                                         $100
                                                                         Minimum

(3)Boat Chartering of bare Boats            6%                      3.5%
   or boats w/crews in excess of
   24 hrs

(4)Ship Chandler Retail sales               5%                      N/A

(5)Sale of New & Used Boats           $.36/ft. of leased            N/A
                                       space per brokerage

(6)Office Space Rentals
   (To business not otherwise              10%                      N/A
   paying a Port Fee)

(7)Bicycle Rentals                         10%                      10%

(8)Coin Operated Vending on             25% if Leased           25% if Leased
   Service Machines and Telephones       5% if Owned             5% if Owned

(9)All Other Activities Under              10%                      10%
   Port Policy
</TABLE>



                                      Landlord: [ILLEGIBLE]  Tenant: [ILLEGIBLE]

<PAGE>

          6.3.2 TENANT BUSINESS FEES. For all businesses that are Port
          identified marine recreational "water dependent" and located at
          Shelter Cove Marina, a percentage of gross revenues or flat fee
          identified in paragraph 6.3.1 dictated by the SDUPD will be paid on a
          monthly basis to Shelter Cove Marina which will be "passed through" to
          the SDUPD.

          SDUPD Percentage/Flat Fee: 10% of gross office rent
                                     ------------------------

          In addition and according to the fee schedule, a percentage of gross
          revenues or a flat fee equal to the amount charged by the SDUPD will
          be paid to Shelter Cove Marina for all Port identified marine
          recreational "water dependent" businesses.

          SCM Percentage/Flat Fee: N/A
                                   ---

          THESE FEES ARE DUE WITHIN 5 DAYS OF THE END OF THE MONTH OF DOING
          BUSINESS.

          6.3.3 MISCELLANEOUS PROVISIONS. SAN DIEGO UNIFIED PORT DISTRICT FEES
          AS INDICATED IN 6.3 AND CAM CHARGES AS LISTED IN 3.4.

          6.3.4 ACCOUNTING RECORDS. The SDUPD shall have the right to audit the
          Tenant accounting records and that the records will be maintained in a
          manner satisfactory to the SDUPD. The Landlord shall have the right to
          have its President/General Partner or designated agent inspect and
          audit the Tenant accounting records of its operations at its main
          business office and that those records will be maintained in a manner
          satisfactory to generally accepted accounting principles.

          6.3.5 PARKING. All parking is in the adjacent public parking lot.
          Parking is limited to seventy two (72) hours per SDUPD regulations.
          All spaces on the marina building property are for SCM staff.

7.0 WASTE: NUISANCE. COMPLIANCE WITH LAWS:

          Tenant shall not commit or allow the commission of any waste upon the
     Premises, or any public or private nuisance, or any other act or thing that
     may disturb the quiet enjoyment of any other tenant in the Building. Tenant
     shall not use the Premises or allow their use, in whole or in part, for any
     purpose or use that is in violation of any of the laws, ordinances,
     regulations or rules of any public authority. A judgment of any court of
     competent jurisdiction, or the admission by Tenant in any action or
     proceeding against Tenant that Tenant has violated any such law,
     ordinance, regulation or rule shall be a conclusive determination of that
     fact as between Landlord and Tenant.

8.0 SERVICES AND UTILITIES:

          Provided the Tenant is not in default hereunder, Landlord agrees to
     furnish to the Premises during reasonable hours of generally recognized
     business days, to be determined by Landlord at his sole discretion, and
     subject to the rules and regulations of the Building of which the Premises
     are a part, electricity for normal lighting and fractional horsepower
     office machines and heat and air conditioning required in Landlord's
     judgment for the comfortable use and occupation of the Premises. Landlord
     shall also maintain and keep lighted the common stairs, common entries and
     toilet/shower rooms in the Building of which the Premises are a part.
     Landlord shall not be liable, under any circumstances, for a loss of or
     injury to property, however occurring, through or in connection with or
     incidental to failure to furnish any of the forgoing. Whenever heat
     generating machines or equipment are used in the Premises which affect the
     temperature otherwise maintained by the air conditioning system, Landlord
     reserves the right to install supplementary air conditioning units in the
     Premises and the costs thereof, including the cost of the installation, and
     the cost of the operation and maintenance thereof shall be paid by Tenant
     to Landlord upon demand by Landlord.

          Tenant will not, without written consent of Landlord, use any
     apparatus or device in the Premises, including, but without limitation
     thereto, electronic data processing machines, punch card machines, and
     machines using in excess of 130 volts, which will in any way increase the
     amount of electricity usually furnished or supplied for the use of the
     Premises as general office space; nor connect with electric current except
     through existing electrical outlets in the Premises, any apparatus or
     device, for the purpose of using electrical current. If Tenant shall
     require electric current in excess of that usually furnished or supplied
     for the use of the Premises as general office space, Tenant shall first
     procure the written consent of Landlord, which Landlord may refuse, to the
     use thereof and Landlord may cause an electrical current meter to be
     installed in the Premises, so as to measure the amount of electric current
     consumed for any such use. The cost of any such meters and of installation,
     maintenance and repair thereof shall be paid for by the Tenant and Tenant
     agrees to pay to Landlord promptly upon demand therefor by Landlord for all
     such electric current consumed as shown by said meters at the rates charged
     for such services by the local public utility furnishing the same, plus any
     additional expense insured in keeping account of the electric current so
     consumed. If a separate meter is not installed, such excess cost for such
     electric current will be established by an estimate made by a utility
     company or electrical engineer.

9. ABANDONMENT:

          Tenant will not vacate, abandon or surrender the premises during the
     term, and if Tenant does, or is dispossessed by process of law, or
     otherwise, any personal property belonging to Tenant left on the premises
     shall be deemed to be abandoned at the option of Landlord.

10. CONDITION OF PREMISES:

          Tenant's taking possession shall be conclusive evidence as against
     Tenant that the Premises were in good order and satisfactory
     condition when Tenant took possession. No promise to alter, remodel or
     improve the Premises or the Building and no representation respecting
     the condition of the Premises or the Building have been made by Landlord
     to Tenant, unless the same is set forth in Paragraph 31.1. Tenant waives
     all right to make repairs at the expense of Landlord, or to deduct the

                                      Landlord: [ILLEGIBLE]  Tenant: [ILLEGIBLE]

<PAGE>

     cost thereof from the rent, and Tenant waives all rights under Section 1941
     and 1942 of the Civil Code of the State of California. At the termination
     of this Lease, by lapse of time or otherwise, Tenant shall surrender the
     premises in as good a condition as when Tenant took possession, ordinary
     wear and loss by fire or other casualty or condemnation excepted, failing
     which lessor may restore the Premises to such condition and Tenant shall
     pay the cost thereof to Landlord upon demand.

11. ALTERATIONS AND REPAIRS:

          Except for any initial leasehold improvements provided for in
     Paragraph 31.1, Tenant shall not make or permit to be made any alterations,
     additions, improvements or changes in the premises without the prior
     written consent of Landlord. Subject to the services to be rendered by
     Landlord as set forth in Paragraph 31.1, Tenant shall, at Tenant's own
     expense, keep the Premises in good order, condition and repair during term,
     including the replacement of all broken glass with glass of the same size
     and quality under the supervision and with the approval of Landlord. If
     Tenant does not make repairs promptly and adequately, Landlord may, but
     need not make repairs, and Tenant shall pay promptly the reasonable cost
     thereof. At any time or times, Landlord, either voluntarily or pursuant to
     governmental requirement, may, at Landlord's own expense, make repairs,
     alterations or improvements in or to the Building or any part thereof,
     including the Premises, and during such operations, Landlord may close
     entrances, doors, corridors, elevators or other Facilities, all without any
     liability to Tenant by reason of interference, inconvenience or
     annoyance; provided that Tenant shall have reasonable access to the
     premises.

          11.1 TRADE FIXTURES. Any and all improvements made to the Premises
     during the term hereof shall belong to the Landlord upon the expiration of
     the term, except trade fixtures of the Tenant. The Tenant may, upon
     termination hereof, remove all of its trade fixtures, but shall repair or
     pay for all repairs necessary for damages to the Premises occasioned by an
     incident of the removal such that the premises shall be restored to the
     Landlord in the same condition as the were at the time herein let,
     regardless of the length of this Lease Term or its extension.

12. LIENS:

          Tenant agrees to keep the Premises and the property on which the
     premises are located free from any liens arising out of any work performed,
     materials furnished, or obligations incurred by Tenant. Tenant shall keep
     Landlord fully informed of any work of improvement on the Premises and
     shall permit Landlord to post and record notices of nonresponsibility (WHEN
     APPROPRIATE) within ten (10) days after the commencement of any work or
     improvement, so the Landlord's interest in the premises will not be subject
     to mechanic's liens.

13. INDEMNIFICATION:

          Tenant waves all claims against Landlord for damages to property, or
     to goods, wares and merchandise stored in, upon or about the Premises, and
     for injuries to the premises in, upon or about the Premises from any cause
     arising at any time, and Tenant agrees to indemnify and hold Landlord
     exempt and harmless for and on account of any damages or injury to any
     person or property arising from the use of the Premises by Tenant, from the
     failure of Tenant to keep the Premises in good condition as herein
     provided, and from Tenant's failure to keep the Premises free from liens in
     accordance with Paragraph 12. Landlord shall not be liable to Tenant for
     any damage because of any act or negligence of any co-sublessee or other
     occupant of the same building, or by any owner or occupant of adjoining or
     contiguous property, nor for overflow, breakage or leakage of water, steam,
     gas or electricity from pipes, wires or otherwise. Tenant will pay for all
     damages to the building and to the tenants and occupants thereof caused by
     Tenant's, his agents', patients', clients' or invitees' misuse or neglect
     of said premises, lea apparatus of appurtenances.

14. LIABILITY AND FIRE INSURANCE:

          14.1 Tenant agrees to carry and maintain in full force and effect
     throughout the term of this Lease, comprehensive public liability and
     property damage insurance covering the Premises. The policy of combined
     single Limit, Bodily Injury and Property Damage insuring both Landlord and
     Tenant against any liability arising out of the ownership, use, occupancy
     or maintenance of the Premises in an amount not less than $1,000,000 for
     one person $2,000,000 for one occurrence for bodily injury and $500,000 for
     property damage. Tenant may comply with its insurance obligations hereunder
     by endorsement to any blanket policy of insurance carried by Tenant.

          14.2 Tenant agrees to carry and maintain in full force and effect
     throughout the terms of this Lease, fire and extended coverage,
     vandalism, malicious mischief, special extended perils (all risks) upon
     the Premises, including all fixtures and equipment therein installed by
     Landlord, for full replacement value thereof, as the same may exist from
     time to time without deduction for depreciation, but exclusive of
     excavations, foundations and footings. Tenant may comply with its
     insurance obligation hereunder by endorsement to any blanket policy of
     insurance carried by Tenant. Said insurance shall name Landlord, and, if
     applicable, pursuant to sublease, at Landlord's request, the holder of
     any first mortgage or first Deed of Trust encumbering the Premises as
     additional insured, and, at Tenant's option, any leasehold mortgagee, as
     their interests may appear.

          If Landlord's insurance rates for the premises are increased at any
     time during the term as a result of the nature of Tenant's use or occupancy
     of the premises, Tenant agrees to reimburse Landlord for the full amount of
     such increase immediately upon receipt of demand from Landlord therefor.
     Such increase shall be prorated as of the expiration of the term, if
     applicable.

15. SUBROGATION:

          Landlord and Tenant hereby waive all rights of subrogation which their
     respective insurers might have under all policies of insurance now
     existing or hereafter purchased during the term by either Landlord or
     Tenant, insuring or covering the premises or any thereof, or Landlord's
     leasehold improvements, furniture, fixtures, personal property, business or
     operations in or about the premises. To effectuate the subrogation set
     forth in Section 15, Landlord and Tenant waive any

                               Landlord /s/ [ILLEGIBLE]  Tenant /s/ [ILLEGIBLE]

<PAGE>

     claims for lost or damage ??? other to the extent such loss or damage is
     covered by insurance maintained by the waiving party.

16. TAXES:

          Tenant will pay before delinquency any and all taxes, assessments,
     license fees and public charges levied, assessed or imposed or which become
     payable during the term hereof upon Tenant's fixtures, furniture and
     personal property installed in or located on the premises.

          Tenant shall be considered the owner during the term of any leasehold
     improvements installed at Tenant's expense, and any such leasehold
     improvements shall be assessed to Tenant for property tax purposes. Except
     as otherwise provided in Paragraph 11, Tenant shall not remove from the
     premises any leasehold improvements installed by Tenant without Landlord's
     prior written consent, and the ownership of any such leasehold improvements
     shall revert to Landlord upon the expiration of the term.


17. DESTRUCTION:

          In the event of a partial destruction of the Building during the term
     by fire or other cause, Landlord shall repair the same, provided that in
     the Landlord's reasonable estimation such repairs can be made within ninety
     (90) days (SUBJECT TO DELAYS BEYOND LANDLORD'S CONTROL AND DELAYS IN MAKING
     INSURANCE ADJUSTMENTS BY LANDLORD) and that full cost of such repairs is
     insured under Landlord's fire and extended coverage insurance; and in that
     event such partial destruction shall not annul or void this Lease except
     that the Tenant shall be entitled to a proportionate reduction of rent
     while such repairs are being made, such proportionate reduction to be based
     upon the extent to which the making of such repairs interferes with the
     business carried on by Tenant in the Premises.

          If such repairs cannot be made within the above ninety (90) days,
     either Landlord or Tenant may Terminate this Lease; or if the cost of such
     repairs is not insured as set forth above, Landlord may elect to terminate
     this Lease. In either event, such termination shall be effected by giving
     notice to the other party within thirty (30) days after the damage occurs.
     If the Lease is not so terminated, Landlord shall make such repairs within
     a reasonable time with this Lease continuing in full force and effect and
     the rent proportionately reduced while repairs are being made.

          In the event the Building is destroyed to the extent of not less than
     one-third of the then current replacement cost thereof (excluding
     foundation) Landlord may elect to terminate this Lease, regardless of
     whether the Premises are damaged, whether the partial destruction is caused
     by a casualty which is covered by insurance or whether the repairs can be
     made within ninety (90) days. A total destruction of the Building shall
     terminate this Lease. In respect to any partial destruction which Landlord
     is obligated to repair or may elect to repair under the terms of this
     paragraph and which can be made within ninety (90) days, the provisions of
     Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the
     Civil Code of the State of California are waived by Tenant.

          Notwithstanding anything to the contrary contained in this Article,
     Landlord shall not have any obligation whatsoever to repair, reconstruct or
     restore the Premises when the damage resulting from any casualty covered
     under this Article occurs during the last twelve (12) months of the term of
     this Lease or any extension thereof.

          Landlord shall not be required to repair any injury or damage by fire
     or other cause, or to make any repairs or replacements of any panels,
     decoration, office fixtures, railings, floor covering, partitions, or any
     other property installed in the Premises by Tenant.

          Tenant shall not be entitled to any compensation or damages from
     Landlord for loss of the use of the whole or any part of the Premises,
     Tenant's personal property or any inconvenience or annoyance occasioned by
     such damage, repair, reconstruction or restoration.

18. EMINENT DOMAIN:

          If the whole or any substantial part of the building or appurtenant
     real property shall be taken or condemned by any competent authority for
     any public use or purpose, the term of this Lease shall end upon, and not
     before, the date when the possession of the part so taken shall be required
     for such use or purpose; provided, that at Landlord's option this Lease
     shall not terminate if Tenant's Premises are not taken and if Tenant's
     access to and use of its premises are not materially and detrimentally
     affected by the taking. Current rent shall be apportioned as of the
     dated of such termination, but the entire award shall be the property of
     Landlord without apportionment.

19. ASSIGNMENT AND SUBLETTING:

          Tenant shall not assign this Lease, or any interest herein, and shall
     not sublet the Premises or any part thereof, or any right or privilege
     appurtenant thereto, or suffer any other person (THE AGENTS AND EMPLOYEES
     OF TENANT EXCEPTED) to occupy or use the premises, or any portion thereof,
     without the prior written concern of Landlord, and a consent to one
     assignment, subletting, occupation or use by any other person. Any
     assignment or subletting without such consent shall be void and shall, at
     the option of the Landlord, terminate this Lease. Any transfer or
     assignment of this Lease by operation of law without the written consent of
     Landlord shall make this Lease voidable at the option of lessor.

          Every assignment or sublease shall recite that it is and shall be
     subject and subordinate to the provisions of this Lease, and the
     termination of this Lease shall continue a termination of every such
     assignment or sublease.

20. SUBORDINATION:

          The rights of Tenant under this Lease shall be and they are subject
     and subordinate at all times to the lien of any mortgage or mortgages, deed
     of trust or deeds of trust, now or hereafter in force against the property,
     and to all advances

                                      Landlord: [ILLEGIBLE]  Tenant: [ILLEGIBLE]

<PAGE>

     made or hereafter to be made ??? the security thereof, the Tenant shall
     execute ??? further instruments subordinating this Lease to the lien or
     liens of such mortgage or mortgages, deed of trust or deeds of trust as
     shall be requested by Landlord. Tenant hereby irrevocably appoints Landlord
     as attorney in fact for Tenant with full power and authority to execute and
     deliver in the name of Tenant and such instrument or instruments.

          If any mortgage or beneficiary elects to have this Lease superior to
     its mortgage or deed of trust and give notice of such fact to Tenant, then
     this Lease shall be deemed superior to the lien of any such mortgage or
     deed of trust, whether this Lease or a memorandum thereof is dated or
     recorded before of after said mortgage or deed of trust.


21. SIGNS

          Tenant shall not place any signs, lettering, marks, photographs or any
     other material whatsoever on the interior or exterior of the doors,
     windows, hallways or any other place in, on or about the Premises, the
     Building or its appurtenances without Landlord's prior written approval of
     the size, style, design, color, material manner of applying or fastening,
     and location thereof, and the person or firm who shall install or apply the
     some.

          The prior written consent of SDUPD and Landlord for changes to
     improvements and the design location of any signs is required in each
     instance.

          Tenant is responsible for paying for allowable signage. A directory
     sign located adjacent to Suite 100 and an individual Suite sign and
     adjacent of the entry of the suite will be constructed by Landlord
     designated sign maker conforming the SDUPD approved signage. Tenant may
     need to submit separate sign application for Port approval.


22. DEFAULT

          If Tenant fails to make any payment of any sum due under this Lease
     for ten (10) days after notice from Landlord, or fails to perform any
     other term, covenant or condition hereof for twenty (20) days after
     notice from Landlord, or if Tenant's interests herein, or any part thereof,
     is assigned or transferred, either voluntarily or by operation of law
     (EXCEPT AS EXPRESSLY PERMITTED BY OTHER PROVISIONS OF THIS LEASE),
     including, without limitation, the filing of a petition by or against
     Tenant, or any member of Tenant if Tenant is a partnership or joint
     venture under any insolvency or bankruptcy laws, or if Tenant makes a
     general or any assignment for the benefit or his creditors, then, in any
     such events, Landlord shall have the right, at its option, in addition to
     and not exclusive of any other remedy Landlord may have by operation of
     law, without any further demand or notice to re-enter the premises and
     eject all persons therefrom, using all necessary force to do so, and
     either:

          (1) Declare this Lease at an end in which event Tenant shall
     immediately pay to Landlord a sum of money equal to the amount, if any, by
     which the then cash value of the rent reserved hereunder, for the balance
     of the return of this Lease exceeds the then cash reasonable rental value
     of the premises for the balance of the term; or

          (2) Without terminating this Lease, relet the premises, or any part
     thereof, as the agent and for the account of Tenant upon such terms and
     conditions as Landlord may deem advisable in which event the rents received
     on such reletting shall be applied first to the expense of such reletting
     and collection, including necessary renovation and alterations of the
     premises, reasonable attorneys' fees, any real estate commissions paid, and
     thereafter toward payment of all sums due or to become due hereunder, and
     if a sufficient sum is not thus realized to pay such sums and other
     charges, Tenant shall pay Landlord any deficiency monthly, notwithstanding
     Landlord may have received rent in excess of the rent stipulated in this
     Lease in previous or subsequent months, and Landlord may bring an action
     therefor at such monthly deficiency shall arise.

          Any such re-entry shall be allowed by Tenant without let or hindrance,
     and Landlord shall not be liable in damages for any such re-entry, or
     guilty of trespass or forcible entry.

          No re-entry and taking of possession of the premises by Landlord shall
     be construed as an election on Landlord's part to terminate this Lease
     regardless of the extent of renovations and alteration by Landlord,
     unless a written notice of such intention is given to Tenant by Landlord.
     Notwithstanding any reletting without termination, Landlord may at any
     time thereafter terminate this Lease for such previous breach.

23. SURRENDER:

          The voluntary or other surrender of this Lease by Tenant or a mutual
     cancellation thereof, shall not work a merger, and shall, at the option of
     Landlord, terminate all or any existing sublease or sub tenancies, or may,
     at the option of Landlord, operate as an assignment to Landlord of any or
     all subleases of sub tenancies.

24. REMOVAL OF PROPERTY:

          Tenants hereby irrevocably appoints Landlord as agent and attorney in
     fact of Tenant, to enter upon the premises, in the event of default by
     Tenant in the payment of any rent herein reserved, or in the performance of
     any term, covenant or condition herein contained to be kept or performed by
     Tenant, and to remove any and all furniture and personal property
     whatsoever situated upon the premises, and to place such property in
     storage for the account of and at, the expense of Tenant.  In the event
     that Tenant shall not pay the cost of storing any such property after the
     property has been stored for a period of ninety (90) days or more, Landlord
     may sell any or all of such property, at public or private sale, in such
     manner and at such times and places as LandLord in its sole discretion may
     deem proper, without notice to Tenant or any demand upon Tenant for the
     payment of any part of such charges or the removal of any such property,
     and shall apply the proceeds of such sale first to the cost and expenses of
     such sale, including reasonable attorney's fees actually incurred; second,
     to the payment of the cost of or charges for storing any such property;
     third, to the payment of any other sums of money which may then or
     thereafter be due to Landlord from Tenant under any of the terms hereof;
     and fourth, the balance, if any, to Tenant.

                                       Landlord: [ILLEGIBLE] Tenant: [ILLEGIBLE]


<PAGE>

25.  CONVEYANCE OF PROPERTY:

          If Landlord sells or otherwise disposes of the Building, or the
     Building is sold on foreclosure. Tenant agrees if so requested, to enter
     into an attornment agreement, discharging Landlord from all obligations
     under this Lease and agreeing to accept the purchaser or other successor
     to Landlord's interest as Landlord under this Lease. The provisions of
     Section 1951 of California Civil Code shall govern the disposition of the
     security deposit and upon complying with that statute or any successor or
     replacement of it, Landlord shall be discharged from any further
     liability with respect to the security deposit.

26.  WAIVER:

          The waiver by Landlord or Tenant of any breach of any term, covenant
     or condition herein contained shall not be deemed to be a waiver of such
     term, covenant or condition of any subsequent breach of the same or any
     other term, covenant or condition herein contained. The subsequent
     acceptance of rent hereunder by Landlord shall not be deemed to be a waiver
     of any preceding breach by lessee of any term, covenant or condition of
     this Lease other than the failure of Tenant to pay the particular rent
     so accepted, regardless of Landlord's knowledge of such preceding
     breach at the time of acceptance of such rent.

27.  HOLDING OVER:

         Any holding over after the expiration of the said term, with or
     without the express consent of Landlord, shall be construed as a tenancy
     from month to month, and shall be on the terms and conditions herein
     specified, so far as applicable. Such holding over shall not constitute an
     extension of this Lease. During such holding over, Tenant shall provide
     Landlord with written notice at lease one month in advance of the date
     of termination of such monthly tenancy of his intention to terminate
     such tenancy.

28.  ATTORNEYS' FEES:

          If any action at law or in equity shall be brought to recover any
     rent under this Lease, or for or on account of any breach of or to
     enforce any of the terms, covenants, agreements or conditions of this
     Lease, or for the recovery of the possession of the premises, the
     prevailing party shall be entitled to recover from the other party as a
     part of the prevailing party's costs a reasonable attorneys fee, the
     amount of which shall be fixed by the court and shall be made a part of any
     judgment rendered.

29.  NOTICES:

          All notices to be given to Tenant may be given in writing personally
     or by depositing the same in the United States mail, postage prepaid, and
     addressed to Tenant on the premises, whether or not Tenant has departed
     from, abandoned or vacated the premises. Notice to Landlord may be
     given in writing personally or by depositing the same in the United
     States mail postage prepaid, and addressed to Landlord at the
     address to which the rent is paid.

30.  GENERAL PROVISIONS:

          30.1 This Lease contains all terms, covenants and conditions
     agreed to by Landlord and Tenant, and it may not be modified orally or in
     any manner other than by an agreement in writing signed by all the parties
     to this Lease or their respective successor in interest.

          Each term and each provision of this Lease performed by Tenant
     shall be construed to be both a covenant and a condition.

          The covenants and conditions hereof, subject to the provisions as
     to subleasing and assignment shall apply to and bind the heirs,
     successors, executors, administrators, Sublessee's and assigns of the
     parties.

          All persons who have signed this Lease shall be jointly and severally
     liable hereunder.

          When the context of the Lease requires, the masculine gender includes
     the feminine, a corporation or a partnership, and the singular number
     includes the plural.

          The captions of this Lease are for convenience only and are not a
     part of this Lease and do not in any way limit or amplify the terms and
     provisions of this Lease.

          This lease shall be governed by and construed in accordance with
     the laws of the State of California.

           Time is of the essence as to all of the provisions of this Lease.

           30.2   LATE CHARGES. Tenant hereby acknowledges that late payment by
     Tenant to Landlord of rent or other sums due hereunder will cause Landlord
     to incur costs not contemplated by this Lease, the exact amount of
     which will be extremely difficult to ascertain. Such cost include, but are
     not limited to, processing and accounting charges, and late charges which
     may be imposed upon Landlord by terms of any mortgage or trust deed
     covering the Premises. Accordingly, if any installment of rent or a sum
     due from Tenant shall not be received by Landlord or Landlord's designee
     with five (5) days after said amount is due, the Tenant shall pay to
     Landlord a late charge equal to ten percent (10%) of such overdue
     amount. The parties hereby agree that such late charges represent a fair
     and reasonable estimate of the cost that Landlord will incur by reason
     of the late payment by Tenant. Acceptance of such late charges by the
     Landlord shall in no event constitute a waiver of Tenant's default with
     respect to such overdue amount, nor prevent Landlord from exercising any
     of the other rights and remedies granted hereunder.

          30.3  RULES AND REGULATIONS. Tenant shall faithfully observe and
     comply with the rules and regulations that Landlord shall from time to
     time promulgate. Landlord reserves the right from time to time to make
     all reasonable


                                    Landlord: [ILLEGIBLE] Tenant: [ILLEGIBLE]
<PAGE>

      modifications to said rules. The additions and modifications to those
      rules shall be binding upon Tenant upon delivery of a copy of them to
      Tenant. Landlord shall not be responsible for the nonperformance of any
      said rules by any other Tenants or occupants.

31.   SCHEDULES

           31.1 Landlord, at its own expense, will perform the following work
           and supply the following materials (SEE ATTACHMENT IF APPLICABLE)

           31.2 Tenant, at its own expense, will perform the following and
           supply the following materials (SEE ATTACHMENT IF APPLICABLE)

           31.3 Tenant's Insurance (if greater than amounts set forth in
           Paragraph 14 (SEE ATTACHMENT IF APPLICABLE)

32.   OTHER TERMS AND CONDITIONS

           Cost of Living Index: For the purpose of this Lease, the term "Index"
      means the Consumer Price Index as published by the United States
      Department of Labor. "All Urban Consumers -- All Items" series for the San
      Diego Statistical Area (base 1982 = 100) or such successor index(es) as
      shall be designated by the United States Department of Labor and selected
      by Landlord. "Base Index" means an index for the penultimate month
      preceding the month as of which the rent is to be increased as hereinafter
      provided. Landlord has the option of adjusting the base rent on intervals
      of twelve (12) calendar months during the lease term to a current rate
      which is the product obtained by multiplying the Base Rent by the
      adjustment factor hereinafter set forth. The adjustment factor shall
      adjust the Base Rent by the inflation measured by the Index and is defined
      as the quotient obtained by dividing the Base Index into the Current
      Index. In no event shall the adjustment entitle Tenant to received the
      benefit of a reduction of the Current Index below the level of the Base
      Index. Should the Bureau discontinue the publication of the above Index,
      or publish same less frequently, or alter same in some manner, then
      Landlord shall adopt a substitute index or substitute procedure which
      reasonably reflects and monitors consumer prices.

           The rules and regulations contained in this Lease, as well as such
      reasonable rules and regulations, including parking regulations, as may be
      hereafter adopted by Landlord for the safety, care and cleanliness of the
      premises and the preservation of good order thereon, are hereby expressly
      made a part hereof, and Tenant agrees to obey all such rules and
      regulations.

        IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT.

   LANDLORD/LESSEE:                               TENANT/SUBLESSEE:

SHELTER COVE MARINA                          FLEMING & ASSOCIATES

                                             DAMON FLEMING OR JOHN FLEMING

BY: S. McAlal                                BY: J. Fleming
   ------------------------------               ------------------------------

TITLE: GENERAL MGR                           TITLE: CEO/MANAGER
      ---------------------------                  ---------------------------

DATE: 12/23/98                               DATE: 12/23/98
     ----------------------------                 ----------------------------


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

                                PERSONAL GUARANTEE

           The undersigned, hereby guarantees the performance of the terms
      and conditions of this Lease on behalf of the Tenant, as additional
      consideration for the making and execution of this Lease, and by execution
      of this Personal Guarantee, acknowledges, understands and assumes full
      responsibility for all obligations of the Tenant, including, but not
      limited to those obligations calling for the payment of money.

Date: 12/23/98
     -----------

                                                     DAMON FLEMING
                                       -----------------------------------

                                       -----------------------------------
                                   Social Security #: ###-##-####
                                                     -------------


                                     Landlord: [ILLEGIBLE]  Tenant: [ILLEGIBLE]
                                               -----------          -----------