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                                                                 Exhibit 10.27.1

                                                                        ORIGINAL

                       AMENDMENT TO MASTER LEASE AGREEMENT

THIS AMENDMENT TO MASTER LEASE AGREEMENT is made and entered into as of the 24th
day of December, 1996 by and between On-Point Technology Systems, Inc., formerly
Lottery Enterprises, Inc., a Nevada corporation , with its principle offices at
8444 Miralani Drive, San Diego, CA 92126 (the "Lessor") and Solutioneering,
Inc., a Texas corporation, 555 Republic Drive, Suite 303, Plano, TX 75074 (the
"Lessee") in accordance with the following facts and objectives:

      A. Lessor and Lessee entered into a Master Lease Agreement dated March 1,
1995 ("Master Lease Agreement"), whereby Lessor leased to Lessee Equipment to
dispense telephone calling cards.

      B. Lessor now has Equipment that is being returned from leases with other
parties and Lessor has offered Equipment to Lessee and Lessee agrees to hire
from Lessor a minimum of 1,000 units of Equipment described in each Schedule
from time to time entered into pursuant to this Master Lease Agreement in
accordance with the Master Lease Agreement.

      IT IS AGREED, THEREFORE, as follows:

1. The Commencement Date for any Equipment leased under this Master Lease
Agreement shall be before June 1, 1998.

2. The Initial Lease Term for each Schedule shall be as set forth thereon and
shall be five (5) years.

3. Lessee shall have the option to purchase the Equipment at the end of the
Initial Lease Term or any Renewal Lease Term for the fair market value. Fair
market value shall be determined by agreement of the Lessor and Lessee within
fifteen (15) days of the date of the Exercise Notice or, if Lessor and Lessee
cannot agree within such period, by an independent appraiser selected by the
parties within thirty (30) days of the date of the Exercise Notice. If Lessor
and Lessee cannot agree on an appraiser within such thirty (30) day period, then
each party shall select an appraiser within such time period and the appraisers
so selected shall select a third appraiser who alone shall make the
determination of fair market value. Lessee shall exercise its option to purchase
by payment of the option price in full to lessor within fifteen (15) days of the
date the fair market value is determined. If lessee does not pay the purchase
price in full within such period, its option shall not be exercisable until the
next option period.

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Amendment to Master Lease Agreement, Page: 2


4. Lessor will refurbish and ship pursuant to the terms herein the Equipment in
working condition and carrying a manufacturers warranty of ninety (90) days from
the date of installation on electronic and mechanical parts. In the event that
the Equipment is not installed within thirty (30) days of shipment the ninety
(90) day warranty period not withstanding the above will commence on the
thirtieth (30th) day after the shipment date and expire ninety (90) days
thereafter. Lessee understands that the Equipment is refurbished and as such may
be shipped with cosmetic defects including scratches, dents and other
imperfections in the exterior appearance of the Equipment. The Equipment is
specifically described as Debit Card Retailer (DCR) terminals model DCR-2000
with Grabber, and model DCR-1200 with printer and pedestal. Each unit will have
two sets of keys.

5. Lessor will, subject to availability, ship to Lessee on a weekly basis
twenty-five (25) units of Equipment, as described above, unless agreed
otherwise. Of the twenty-five (25) units of Equipment, fifteen (15) will be the
refurbished DCR-2000 model and ten (10) will be the refurbished DCR-1200 model
subject to model availability. Lessor shall not be obligated to ship units if
the Lessor does not have refurbished units available. If refurbished DCR-2000
models are not available, Lessor may instead ship up to twenty-five (25)
refurbished DCR-1200 model units per week if Lessor has such model available.

6. Lessor will ship the Equipment to Lessee's offices in Plano, Texas unless
otherwise notified that a Schedule of Equipment be shipped to another office of
the Lessee.

7. Lessee will make monthly lease payments to Lessor in the amounts of $79.00
for the DCR-2000 and $53.00 for the DCR-1200, there is no down payment or
commissions payable under the lease Schedules pursuant to this amendment to the
Master Lease Agreement. Payments will be due on the 1st day of each month
commencing thirty-three (33) days from the date of shipment. Payments due for
Equipment not shipped on the first day of a month shall be prorated by
one-thirtieth (1/30) for each day in the month prior to date of shipment plus
three (3) days. (e.g., if shipped on the 10th day of a month, payment for the
Equipment for that month would be 17/30 of the monthly lease payment amount).

8. Lessor and Lessee acknowledge Lessor's right to receive one and one-half
percent (1.5%) of the gross revenue after taxes generated by Equipment shipped
under the master lease. Lessor agrees that Lessee will not be obligated to pay
such commissions provided that the Lessee has cured any default under any term
or condition of the Master Lease Agreement, including amendments and any
applicable Schedules, within thirty (30) days of written notice of default.

9. Lessor shall use its best efforts in finding the most economic shipping
available; however, all shipping costs associated with the leased Equipment
shall be Lessee's responsibility.


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Amendment to Master Lease Agreement, Page: 3


10. Lessee shall have the right to purchase any or all of the Equipment
Schedules at any time during the first three years under the Schedules. The
Equipment purchase price will be an amount equal to the base price of $2,995.00
for each DCR-2000 and $1,995.00 for each DCR-1200 less an amount equal to forty
(40%) percent of each of the first twelve (12) Lease Payment paid, plus
forty-five (45%) percent of each of the next twelve (12) Lease Payments paid,
plus fifty (50%) percent of each of the next twelve (12) Lease Payments paid
which shall be applied as principle. (e.g. the purchase price of a DCR-2000
after 18 monthly payments of $79.00 will be: $2,995-(($79*.4*12)+(79*.45*6))=
$2,402.50).

11. All terms and provisions of the Master Lease Agreement and each Equipment
Schedule thereto shall remain in full force and effect, unless inconsistent with
the terms of this Amendment.

IN WITNESS WHEREOF, Lessor and Lessee have caused this Amendment to be executed
by their duly authorized representatives as of the date first set forth above.

                               LESSOR:
                                        ON-POINT TECHNOLOGY SYSTEMS, INC.


                                        By: /s/ Frederick Sandvick
                                           -----------------------------------
                                           Frederick Sandvick, President & CEO


                               LESSEE:
                                         SOLUTIONEERING, INC.


                                        By: /s/ Shawn Lane
                                           -----------------------------------
                                           Shawn Lane, President