<PAGE>

                                                                  EXHIBIT 10.45

                           MASTER LEASE AGREEMENT


MASTER LEASE AGREEMENT ("Master Lease") dated as of 9/6/00 between Taycor,
L.L.C.

                                                                     (Lessor),
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having a place of business at

6167 Bristol Parkway, Suite 320       Culver City         CA         90230
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Address                                City               State      Zip Code

and   Interactive Telesis, Inc.                                      ("Lessee"),
-------------------------------------------------------------------------------
having a place of business at

12636 High Bluff Drive, 2nd Floor      San Diego           CA         92130
-------------------------------------------------------------------------------
Address                                City               State      Zip Code

This Master Lease Agreement provides a set of terms and conditions that the
parties hereto intend to be applicable to various transactions for the lease
of personal property. Each lease contract shall be evidenced by an equipment
schedule ("Schedule") executed by Lessor and Lessee that explicitly
incorporates the provisions of this Master Lease Agreement and that sets
forth specific terms of that particular lease contract. Where the provisions
of a Schedule conflict with the terms hereof, the provisions of the Schedule
shall prevail. Each Schedule shall constitute a complete and separate lease
agreement, independent of all other Schedules, and without any requirement of
being accompanied by an originally executed copy of this Master Lease
Agreement. The term "Lease" when used herein shall refer to an individual
Schedule.

One originally executed copy of the Schedule shall be denominated "Originally
Executed Copy No. 1 of ___ originally executed copies" and such copy shall be
retained by Lessor. If more than one copy of the Schedule is executed by
Lessor and Lessee, all such other copies shall be numbered consecutively with
numbers greater than 1. Only transfer of possession by Lessor of the
originally executed copy denominated "Originally Executed Copy No. 1" shall
be effective for purposes of perfecting an interest in such Schedule by
possession.

1.  EQUIPMENT LEASED AND TERM.

This Lease shall cover such personal property as is described in any Schedule
executed by or pursuant to the authority of Lessee, accepted by Lessor in
writing and identified as a part of this Lease (which personal property with
all replacement parts, additions, repairs, accessions and accessories
incorporated therein and/or affixed thereto is hereinafter called the
"Equipment"). Lessor hereby leases to Lessee and Lessee hereby hires and
takes from Lessor, upon and subject to the covenants and conditions
hereinafter contained, the Equipment described in any Schedule.
NOTWITHSTANDING THE COMMENCEMENT DATE OF THE TERM OF THIS LEASE WITH RESPECT
TO ANY ITEM OF EQUIPMENT, LESSEE AGREES THAT ALL RISK OF LOSS OF THE
EQUIPMENT SHALL BE ON LESSEE FROM AND AFTER SHIPMENT OF THE EQUIPMENT TO
LESSEE BY THE SELLER THEREOF, F.O.B. seller's point of shipment, the date of
such shipment being hereinafter called "date of shipment." The term of this
Lease with respect to any item of Equipment shall be for the period as set
forth in the Schedule. Lessee hereby gives Lessor authority to insert the
actual commencement date and date of first monthly rental for any item of
Equipment in any Schedule as well as such items as serial numbers if such are
not already inserted when such Schedule is executed by Lessee. "Seller" as
used in this Lease means the supplier from which Lessor acquires any item of
Equipment.

2.  RENT.

The aggregate rent payable with respect to each item of Equipment shall be in
the amount shown with respect to such item on the Schedule. Lessee shall pay
to Lessor the aggregate rental for each item of Equipment for the full period
and term for which the Equipment is leased, such rental to be payable at such
times and in such amounts for each item of Equipment as shown in the
applicable Schedule.

All rent shall be paid at Lessor's place of business shown above, or
such other place as Lessor may designate by written notice to the Lessee. ALL
RENTS SHALL BE PAID WITHOUT NOTICE OR DEMAND AND WITHOUT ABATEMENT, DEDUCTION
OR SET OFF OF ANY AMOUNT WHATSOEVER. The operation and use of the Equipment
shall be at the risk of Lessee and not of Lessor and the obligation of Lessee
to pay rent hereunder shall be unconditional.

3.  DESTRUCTION OF EQUIPMENT.

If any Equipment is lost, totally destroyed, damaged beyond repair or taken by
governmental action, the liability of the Lessee to pay rent herefor may be
discharged by paying to Lessor all the rent due thereon, plus all the rent to
become due thereon less the net amount of the recovery, if any, actually
received by Lessor from insurance or otherwise for such loss or damage.

In the event of partial destruction of any Equipment, the rent due and to
become due thereon shall not abate and Lessee shall, at its own expense,
cause such Equipment to be restored to usable condition, but Lessor shall,
upon receiving satisfactory evidence of such


2279 (7/98) Master Lease Agreement-Third Party Lessor                Page 1 of 7

<PAGE>

restoration, promptly pay Lessee the proceeds of any insurance or
compensation received by reason of such damage. If the estimated cost of
restoring such Equipment exceeds 50% of the unmatured rent therefor, such
Equipment shall, on notice by Lessee, be deemed, for all purposes thereof, to
be totally destroyed and the liability of the Lessee to pay rent therefor
shall be discharged if Lessee pays the rent described in the preceding
paragraph of this Section.

Lessor shall not be obligated to undertake by litigation or otherwise the
collection of any claim against any person for loss or damage to the
Equipment.

Except as expressly provided above, the total or partial destruction of any
Equipment or the total or partial loss of use or possession thereof to Lessee
shall not release or relieve Lessee from the duty to pay the rent herein
provided.

4.  NO WARRANTIES BY LESSOR; MAINTENANCE AND COMPLIANCE WITH LAWS.

Lessor, not being the manufacturer of the Equipment, nor manufacturer's
agent, MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO
THE FITNESS, QUALITY, DESIGN, CONDITION, CAPACITY, SUITABILITY,
MERCHANTABILITY OR PERFORMANCE OF THE EQUIPMENT OR OF THE MATERIAL OR
WORKMANSHIP THEREOF. IT BEING AGREED THAT THE EQUIPMENT IS LEASED "AS IS" AND
THAT ALL SUCH RISKS, AS BETWEEN LESSOR AND LESSEE, ARE TO BE BORNE BY LESSEE
AT ITS SOLE RISK AND EXPENSE, Lessee accordingly agrees not assert any claim
whatsoever against Lessor based thereon. Lessee further agrees, regardless of
cause, not to assert any claim whatsoever against Lessor for loss of
anticipatory profits or consequential damages. Lessor shall have no
obligation to install, erect, test, adjust or service the Equipment. Lessee
shall look to the manufacturer and/or Seller for any claims related to the
Equipment. Lessor hereby acknowledges that any manufacturer's and/or Seller's
warranties are for the benefit of both Lessor and Lessee.

No oral agreement, guaranty, promise, condition, representation or warranty
shall be binding; all prior conversations, agreements or representations
related hereto and/or to the Equipment are integrated herein. Lessee agrees,
at its own cost and expense:

(a)  to pay all shipping charges and other expenses incurred in connection
     with the shipment of the Equipment by the Seller to Lessee;

(b) to pay all charges and expenses in connection with the operation of each
    item of Equipment;

(c) to comply with all governmental laws, ordinances, regulations,
    requirements and rules with respect to the use, maintenance and operation
    of the Equipment; and

(d) to make all repairs and replacements required to be made to maintain the
    Equipment in good condition, reasonable wear and tear excepted.

5.  INSURANCE.

Lessee shall maintain at all times on the Equipment, at its expense, all-risk
physical damage insurance and comprehensive general and/or automobile (as
appropriate) liability insurance (covering bodily injury and property damage
exposures including, but not limited to, contractual liability and products
liability) in such amounts, against such risks, in such form and with such
insurers as shall be satisfactory to Lessor; provided, that the amount of
all-risk physical damage insurance shall not on any date be less than the
greater of the full replacement value or a sum equal to all rent due thereon,
plus all rent to become due. Each physical damage insurance policy will name
Lessor as loss payee. Each liability insurance policy will name Lessor as
additional insured. Each insurance policy will also require that the insurer
give Lessor at least thirty (30) days prior written notice of any alteration
in or cancellation of the terms of such policy and require that Lessor's
interests be continued insured regardless of any breach or violation by
Lessee or others of any warranties, declarations or conditions contained in
such insurance policy. In no event shall Lessor be responsible for premiums,
warranties or representations to any insurer or any agent thereof. Lessee
shall furnish to Lessor a certificate or other evidence satisfactory to
Lessor that such insurance coverage is in effect, but Lessor shall be under no
duty to ascertain the existence or adequacy of such insurance. The insurance
maintained by Lessee shall be primary without any right of contribution from
insurance which may be maintained by Lessor. Lessee shall be liable for all
deductible portions of all required insurance. Lessor may, at its own
expense, for its own benefit, purchase insurance in excess of that required
under this Lease Agreement. Physical damage insurance proceeds shall be
applied as set forth in Section 6.

6.  LOSS AND DAMAGE.

Lessee agrees to assume and bear the entire risk of any partial or complete
loss with respect to the Equipment from any and every cause whatsoever
including theft, loss, damage, destruction or governmental taking, whether or
not such loss is covered by insurance or caused by any default or neglect of
Lessee. Lessee agrees to give Lessor prompt notice of any damage to or loss
of any Equipment. All physical damage insurance proceeds shall be payable
directly to Lessor. Following payment of such loss, and if no Event of
Default as defined in Section 11 has occurred and remains continuing, Lessor
will then:

(a) transfer to Lessee Lessor's rights to such Equipment "as-is, where-is and
    with all defects," without recourse and without representation or warranty,
    express or implied, other than a warranty that the Equipment is free and
    clear of any liens created by Lessor; and

(b) remit to Lessee any physical damage insurance proceeds arising out of
    such loss in excess of the sum due the Lessor.

Lessee shall determine in the exercise of its reasonable judgment whether the
Equipment is damaged beyond repair, subject to Lessor's approval. In the
event of damage or loss which does not result in damage beyond repair or a
total loss of the Equipment or any item thereof, Lessee shall cause the
affected Equipment to be restored to the condition required by the terms of
this Lease. Upon completion of such repair and after supplying Lessor with
satisfactory evidence thereof (and provided no Event of Default has occurred
and remains continuing), Lessee shall be entitled to receive any insurance
proceeds or other recovery to which Lessor would otherwise be entitled in
connection with such loss up to the amount expended by Lessee in making the
repair.


                                                                    Page 2 of 7

<PAGE>

Lessor shall not be obligated to undertake by litigation or otherwise the
collection of any claim against any person for loss of, damage to, or
governmental taking of the Equipment, but Lessor will cooperate with Lessee
at Lessee's expense to pursue such claims.

Except as expressly provided above, the total or partial destruction of any
Equipment or Lessee's total or partial loss of use or possession thereof
shall not release or relieve Lessee from its obligations under this Master
Lease or any Schedule including the duty to pay the rent(s) herein provided.

7.  TAXES.

Lessee agrees that, during the term of this Lease, in addition to the rent
and all other amounts provided herein to be paid, it will promptly pay all
taxes, assessments and other governmental charges (including penalties and
interest, if any, and fees for titling or registration, if required) levied
or assessed:

(a)  upon the interest of Lessee in the Equipment or upon the use or
     operation thereof or on the earnings arising therefrom; and

(b)  against Lessor on account of its acquisition or ownership of the
     Equipment or any part thereof, or the use or operation thereof or the
     leasing hereof to Lessee, or the rent herein provided for, or the
     earnings arising therefrom, exclusive, however, of any taxes based on
     net income of Lessor.

Lessee agrees to file, in behalf of Lessor, all required tax returns and
reports concerning the Equipment with all appropriate governmental agencies,
and within not more than 45 days after the due date of such filing to send
Lessor confirmation, in form satisfactory to Lessor, of such filing.

8.  LESSOR'S TITLE, RIGHT OF INSPECTION AND IDENTIFICATION OF EQUIPMENT.

Title to the Equipment shall at all times remain in Lessor and Lessee will at
all times protect and defend, at its own cost and expense, the title of
Lessor from and against all claims, liens and legal processes of creditors of
Lessee and keep all the Equipment free and clear from all such claims, liens
and processes. The Equipment is and shall remain personal property. Upon the
expiration or termination of this Lease with respect to any item of Equipment:

(a)  Lessee at Lessee's sole expense shall return such Equipment unencumbered
     to Lessor at the place where the rent is payable or to such other place
     as Lessor and Lessee agree upon, and in the same condition as when
     received by Lessee, reasonable wear and tear resulting from use thereof
     alone excepted; or

(b)  in lieu of returning such Equipment to Lessor, Lessee agrees that Lessee
     will, upon request of Lessor, store such Equipment on Lessee's premises,
     at an inside location protected from the weather and elements, without
     charge to Lessor for a period of 180 days following the date of
     expiration or termination of this Lease. During such storage period
     Lessee shall not use the Equipment for any purpose. Upon expiration of
     such storage period Lessee will return such Equipment to Lessor in
     accordance with the provisions of (a) above.

Lessor shall have the right from time to time during reasonable business
hours to enter upon Lessee's premises or elsewhere for the purpose of
confirming the existence, condition and proper maintenance of the Equipment
and during any period of storage Lessor shall also have the right to
demonstrate and show the Equipment to others. The foregoing rights of entry
are subject to any applicable governmental laws, regulations and rules
concerning industrial security. Lessee shall, upon the request of Lessor, and
at its own expense firmly affix to the Equipment, in a conspicuous place,
such a decalcomania or metal plate as shall be supplied by Lessor showing the
Lessor as the owner and lessor of such Equipment.

9.  POSSESSION, USE AND CHANGES IN LOCATION OF EQUIPMENT.

So long as Lessee shall not be in default under the Lease it shall be
entitled to the possession and use of the Equipment in accordance with the
terms of this Lease. The Equipment shall be used in the conduct of the lawful
business of Lessee, and no item of Equipment shall be removed from its
location shown on the Schedule, without the prior written consent of Lessor.
Lessee shall not, without Lessor's prior written consent, part with
possession or control of the Equipment or attempt or purport to sell, pledge,
mortgage or otherwise encumber any of the Equipment or otherwise dispose of
or encumber any interest under this Lease.

10. PERFORMANCE OF OBLIGATIONS OF LESSEE BY LESSOR.

In the event that the Lessee shall fail duly and promptly to perform any of
its obligations under the provisions of Sections 4, 5, 6, 7, and 8 of this
Lease. Lessor may, at its option, perform the same for the account of Lessee
without thereby waiving such default and any amount paid or expense
(including reasonable attorneys' fees), penalty or other liability incurred
by Lessor in such performance, together with interest at the rate of 1 1/2%
per month thereon (but in no event greater than the highest rate permitted by
relevant law) until paid by Lessee to Lessor, shall be payable by Lessee upon
demand as additional rent for the Equipment.

11. DEFAULT.

An Event of Default shall occur if:

a) Lessee fails to pay when due any installment of rent and such failure
continues for a period of 10 days;


                                                                    Page 3 of 7

<PAGE>

(b)  Lessee shall fail to perform or observe any covenant, condition or
     agreement to be performed or observed by it hereunder and such failure
     continues uncured for 15 days after written notice thereof to Lessee by
     Lessor;

(c)  Lessee ceases doing business as a going concern, makes an assignment for
     the benefit of creditors, admits in writing its inability to pay its
     debts as they become due, files a voluntary petition in bankruptcy, is
     adjudicated a bankrupt or an insolvent, files a petition seeking for
     itself any reorganization, arrangement, composition, readjustment,
     liquidation, dissolution or similar arrangement under any present or
     future statute, law or regulation or files an answer admitting the
     material allegations of a petition filed against it in any such
     proceeding, consents to or acquiesces in the appointment of a trustee,
     receiver, or liquidator of it or of all or any substantial part of its
     assets or properties, or if it or its shareholders shall take any action
     looking to its dissolution or liquidation;

(d)  within 60 days after the commencement of any proceedings against Lessee
     seeking reorganization, arrangement, readjustment, liquidation,
     dissolution or similar relief under any present or future statute, law
     or regulation, such proceedings shall not have been dismissed, or if
     within 60 days after the appointment without Lessee's consent or
     acquiescence of any trustee, receiver or liquidator of it or of all or
     any substantial part of its assets and properties, such appointment
     shall not be vacated; or

(e)  Lessee attempts to remove, sell, transfer, encumber, part with
     possession or sublet the Equipment or any item thereof.

Upon the occurrence of an Event of Default, Lessor shall have all the rights
and remedies provided by applicable law and by this Lease. Notwithstanding
that this Agreement is a lease and title to the Equipment is at all times in
Lessor, Lessor may nevertheless at its option choose those rights and
remedies of a secured party under the Uniform Commercial Code. In addition,
Lessor, at its option, may:

(a)  declare all sums due and to become due hereunder immediately due and
     payable, but in no event shall the Lessee, upon demand by Lessor for
     payment of the unpaid rent, upon acceleration of the maturity thereof of
     otherwise, be obligated to pay any amount in excess of that permitted by
     law;

(b)  proceed by appropriate court action or actions or other proceedings
     either at law or equity to enforce performance by the Lessee of any and
     all covenants of this Lease and to recover damages for the breach
     thereof;

(c)  demand that Lessee deliver the Equipment forthwith to Lessor at Lessee's
     expense at such place as Lessor may designate; and

(d)  Lessor and/or its agents may without notice or liability or legal
     process, enter into any premises of or under control or jurisdiction of
     Lessee or any agent of Lessee where the Equipment may be or by Lessor is
     believed to be, and repossess all or any item thereof, disconnecting and
     separating all thereof from any other property and using all force
     necessary or permitted by applicable law so to do, Lessee hereby
     expressly waiving all further rights to possession of the Equipment and
     all claims for injuries suffered through or loss caused by such
     repossession: Lessor may sell or lease the Equipment at a time and
     location of its choosing provided that the Lessor acts in good faith and
     in a commercially reasonable manner, but the Lessor shall nevertheless,
     be entitled to recover immediately as liquidated damages for loss of the
     bargain and not as a penalty any unpaid rent that accrued on or before
     the occurrence of the event of default plus an amount equal to the
     difference between the aggregate rent reserved hereunder for the
     unexpired term of this Lease and the then aggregate rental value of all
     Equipment for such unexpired term, provided, however, that if any
     statute governing the proceeding in which such damages are to be proved
     specifies the amount of such claim, Lessor shall be entitled to prove as
     and for damages for the breach an amount equal to that allowed under
     such statute. The provisions of this paragraph shall be without
     prejudice to any rights given to the Lessor by such statute to prove for
     any amounts allowed thereby. Should any proceedings be instituted by or
     against Lessor for monies due to Lessor hereunder and/or for possession
     of any or all of the Equipment or for any other relief, Lessee shall pay
     a reasonable sum as attorneys' fees.

No remedy of Lessor hereunder shall be exclusive of any remedy herein or by
law provided, but each shall be cumulative and in addition to every other
remedy.

12. INDEMNITY.

Lessee agrees that Lessor shall not be liable to Lessee for, and Lessee shall
indemnify and save Lessor harmless from and against any and all liability,
loss, damage, expense, causes of action, suits, claims or judgments arising
from or caused directly or indirectly by:

(a)  Lessee's failure to promptly perform any of its obligations under the
     provisions of Sections 4, 5, 6, 7 and 8 of this Lease; or

(b)  injury to persons or damage to property resulting from or based upon
     actual or alleged use, operation, delivery or transportation of any or
     all of the Equipment or its location or condition; or

(c)  inadequacy of the Equipment, or any part thereof, for any purpose or any
     deficiency of defect therein or the use or maintenance thereof or any
     repairs, servicing or adjustments thereto or any delay in providing or
     failure to provide any thereof or any interruption or loss of service or
     use thereof or any loss of business; and shall, at its own cost and
     expense, defend any and all suits which may be brought against Lessor,
     either alone or in conjunction with others upon any such liability or
     claim or claims and shall satisfy, pay and discharge any and all
     judgments and fines that may be recovered against Lessor in any such
     action or actions, provided, however, that Lessor shall give Lessee
     written notice of any such claim or demand. Lessee agrees that its
     obligations under this Section 12 shall survive the expiration or
     termination of this Lease.

13. ASSIGNMENT, NOTICES AND WAIVERS.


                                                                    Page 4 of 7

<PAGE>

This Lease and all rights of Lessor hereunder shall be assignable by Lessor
without Lessee's consent, but Lessee shall not be obligated to any assignee
of Lessor except after written notice of such assignment from Lessor or
Lessor's assignee. After such assignment, Lessor shall not be assignee's
agent for any purpose. Lessee will settle all claims arising out of alleged
breach of warranties or otherwise, defenses, set-offs and counterclaims it
may have against Lessor directly with Lessor, and not set up any such against
Lessor's assignee, Lessor hereby agreeing to remain responsible therefor.
Lessee upon receiving notice of any such assignment shall abide thereby and
make payment as may therein be directed. Following such assignment, solely for
the purpose of determining assignee's rights hereunder, the term "Lessor"
shall be deemed to include or refer to Lessor's assignee. WITHOUT THE PRIOR
WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN THIS LEASE OR ITS
INTERESTS HEREUNDER OR ENTER INTO ANY SUB-LEASE WITH RESPECT TO THE EQUIPMENT
COVERED HEREBY, IT BEING AGREED LESSOR WILL NOT UNREASONABLY WITHHOLD ITS
CONSENT TO A SUB-LEASE OF THE EQUIPMENT. All notices to Lessor shall be
delivered in person to an officer of the Lessor, or shall be sent certified
mail return receipt requested to Lessor at its address shown herein or at any
later address last known to the sender. All notices to Lessee shall be in
writing and shall be delivered by mail at its address shown herein or at any
later address last known to the sender. A waiver of a default shall not be a
waiver of any other or a subsequent default.

14.  FURTHER ASSURANCES.

Lessee shall execute and deliver to Lessor, upon Lessor's request such
instruments and assurances as Lessor deems necessary or advisable for the
confirmation or perfection of this Lease and Lessor's rights hereunder.
Lessee may not terminate any Schedule without the written consent of Lessor.
If Lessor in good faith believes itself insecure or performance impaired, it
may declare a default hereunder or, instead of declaring a default, Lessor
may demand, and Lessee hereby agrees to give, additional Equipment or other
collateral as security for the obligations hereunder.

15.  LEASE IRREVOCABILITY AND CHARGES.

This Lease is irrevocable for the full terms thereof as set forth in any
Schedule and for the aggregate rentals therein reserved and the rent shall
not abate by reason of termination of Lessee's right of possession and/or the
taking of possession by the Lessor or for any other reason. Any payment not
made when due shall, at the option of Lessor, bear late charges thereon
calculated at the rate of 1 1/2% per month, but in no event greater than the
highest rate permitted by relevant law. Lessee shall be responsible for and
pay to Lessor a returned check fee, not to exceed the maximum permitted by
law, which fee will be equal to the sum of (i) the actual bank charges
incurred by Lessor plus (ii) all other actual costs and expenses incurred by
Lessor. The returned check fee is payable upon demand as additional rent
under this Lease.

16.  PURCHASE OPTION.

If any Schedule has a purchase option price set forth therein with respect to
the items of Equipment listed on such Schedule, then at the expiration of the
original lease term in such Schedule with respect to such items of Equipment,
if Lessee has paid in full all rentals owing under such Schedule, and be not
then in default under this Lease (including all obligations under any
Schedule), Lessee shall have the option to purchase all, BUT NOT LESS THAN
ALL, THE ITEMS OF EQUIPMENT IN THE APPLICABLE SCHEDULE upon giving written
notice not less than 30 DAYS prior to expiration of the original term
thereof. The purchase price shall be as set forth in the applicable Schedule
and shall be payable upon expiration of the original Lease term. If any
Schedule does not contain a purchase option price, then Lessee shall not have
an option to purchase any Equipment on such Schedule.

Any purchase option price stated as "fair market value" ("FMV") for any item
of Equipment on a Schedule shall be determined on the basis of, and shall be
equal in amount to, the value which would obtain in an arm's length
transaction between an informed and willing buyer-user (other than a Lessee
currently in possession and a used Equipment dealer) and an informed and
willing seller under no compulsion to sell and, in such determination, costs of
removal of the items of Equipment from their location of current use shall
not be a deduction from such value.

17.  RENEWAL.

Any renewal privilege shown on any Schedule with respect to any item of
Equipment shall be exercised by Lessee giving Lessor a notice in writing and
paying Lessor the amount of the renewal rental plus applicable taxes, at
lease 45 DAYS prior to the commencement of the renewal term of the Lease with
respect to such item of Equipment. Upon such notification and payment, this
Lease shall be renewed for the stated renewal period at the stated renewal
rental with the other provisions and conditions of the lease continuing
unchanged.

18.  MISCELLANEOUS.

If any provision of this Lease is contrary to, prohibited by or deemed
invalid under applicable laws or regulations of any jurisdiction, such
provisions shall be inapplicable and deemed omitted but shall not invalidate
the remaining provisions hereof.

IN THE EVENT THIS LEASE OR ANY PART HEREOF IS DEEMED TO BE A LEASE INTENDED AS
SECURITY, LESSEE GRANTS LESSOR A SECURITY INTEREST IN THE EQUIPMENT AS
SECURITY FOR ALL OF LESSEE'S INDEBTEDNESS AND OBLIGATIONS OWING UNDER THE
LEASE.


                                                                     Page 5 of 7
<PAGE>

This lease contains the entire agreement between the parties with respect
to the Equipment, and may not be altered, modified, terminated or
discharged except by a writing signed by the party against whom such
alteration, modification, termination or discharge is sought. LESSEE'S
INITIALS  /s/ [ILLEGIBLE]
         -----------------


                                                                     Page 6 of 7
<PAGE>

Special Provisions.


If Lessee is a corporation, this Lease is executed by authority of its Board
of Directors. If Lessee is a partnership or joint venture, this Lease is
executed by authority of all its partners or co-venturers.

DATED: 9/6/00

LESSEE:

Interactive Telesis, Inc.
--------------------------------------------------------------------------------
Name of individual, corporation or partnership

By  /s/  [ILLEGIBLE]                        Title  CEO
  ------------------------------------------     -------------------------------
  If corporation, have signed by President, Vice President or Treasurer, and
  give official title. If owner or partner, state which.


--------------------------------------------------------------------------------
Address


--------------------------------------------------------------------------------
City                                                 State      Zip Code


LESSOR:


Taycor, L.L.C.
--------------------------------------------------------------------------------
Name of individual, corporation or partnership

By                                          Title
  ------------------------------------------     -------------------------------
  If corporation, and give official title. If owner or partner, state which.


--------------------------------------------------------------------------------
If Lessee is a partnership, enter:
PARTNER'S NAMES                              HOME ADDRESSES


                                                                     Page 7 of 7
<PAGE>

                                                                9/6/00
                                                        ------------------------
                                                        Date

Taycor, L.L.C.

6167 Bristol Parkway, Suite 320
--------------------------------------------------------------------------------
Address

Culver City                                          CA         90230
--------------------------------------------------------------------------------
City                                                 State      Zip Code


Gentlemen:

You are irrevocably instructed to pay to each of the parties named below the
amounts set forth opposite each of their names in connection with your
acquisition of the property covered by the Equipment Schedule No. 1
dated 9/6/00, to Master Lease Agreement dated 9/6/00 between us as follows:

<TABLE>
<CAPTION>

                    Payee Names and Addresses                                           Amount
------------------------------------------------------------------                 ----------------
<S>                                                                                <C>
Coastal Systems, Inc., 1631 E. 18th Street, Suite 300, Santa Ana, CA92705          $      61,966.02
                                                                                    ---------------
Dell Computers, One Dell Way, Round Rock, TX 78682                                 $         432.86
                                                                                    ---------------
Dell Computers, One Dell Way, Round Rock, TX 78682                                 $       3,620.35
                                                                                    ---------------
Dell Computers, One Dell Way, Round Rock, TX 78682                                 $      41,030.39
                                                                                    ---------------
                                                                                   $
                                                                                    ---------------
                                                                                   $
                                                                                    ---------------
                                                                                   $
                                                                                    ---------------

                                                                     Total         $     107,049.62
                                                                                    ---------------
</TABLE>



Very truly yours,


Interactive Telesis, Inc.
--------------------------------------------------------------------------------

By  /s/ [ILLEGIBLE]                         Title  CEO
  ------------------------------------------     -------------------------------


                                                                     Page 1 of 1
<PAGE>

SCHEDULE "A"
EQUIPMENT SCHEDULE FOR LEASE NO.

QUANTITY             DESCRIPTION

COASTAL SYSTEMS, INC., 1631 E. 18TH STREET, SUITE 300, SANTA ANA, CA92705
------------------------------------------------------------------------------
2                    DS Series Controller
3                    User Module
3                    System Module
2                    Remote Power Unit
2                    Connector Cables, 25 pin, M-F
2                    Paragon Chassis
1                    DS-Series Serial Controller Chassis
1                    Rack mount kit
8                    System Module, 4 port, EIA-232
32                   Remote Power Unit, w/out controller, 12 outlets
6                    User Station (UST1)
2                    Paragon Chasis, 8x32 KVM Chassis (UMT8)
70                   Computer Interface Module (UKVMP)
1                    Ratian Serial-PS2 Adapter (AUATC)
4                    WTI Cisco Serial Cables (RJC-1145-5)
1                    WTI 8 Port Serial Switch (CPM-800)


DELL COMPUTERS, ONE DELL WAY, ROUND ROCK, TX 78682
------------------------------------------------------------------------------
1                    Laserjet 8100DN LASERPR-32PPM 1200DPI 24MB

1                    Dell P780, 17in. (16.0 in Viewable Image Size) monitor
                     for Optiplex

1                    Latitude CSx500XT, 13.3 US Pentium III to include:
                     C/PORT2 Advanced Port replictor w/monitor stand, 256MB,
                     2 DIMMS, SDRAM, 8-Cell Primary Battery, 8X DVD, MPEGII,
                     Internal/External, Xircom Realport, Lan/Modem, Type III,
                     12GB 9.5MM Hard drive, Windows 2000 English, leather
                     carrying case, MS Office Pro 2000 Compact diskette w/DOC
                     US English, Dell P991 19 in. (18.0 in viewable image
                     size) Trinitron monitor

1                    Dell PowerEdge 4400 Base 866MHz w/256K Cache P3 Xeon
                     Logitec, System Mouse w/ driver disks to include: Power
                     Supply redundant option, Rack Rails inside and out,
                     QuietKey keyboard 104 key 6 pin, 1GB RAM 133 MHz 8 x
                     128MB DIMMS, 2nd Processor 866MHz/256K P3 Xeon, 17/40X
                     SCSI CD ROM #1 Black, 1.44MB 3.5" Floppy Drive, 8-Bay Hard
                     Drive Cage, 2x9G 10K 1.0 U3 hard drive w/ cage,(3) 18GB
                     10000RPM 1.0 IN U3 Hard drive, PERC3-Di RAID Enabler Kit
                     with 128MB Cache, Configuration #11 ROMB 5/ROMB 1,(2)INEL
                     PRO 100 PLUS


                     Page 1 of 2

<PAGE>

1                    Dimension 4100 Series Pentium III Processor at 800 MHz
                     to include: mouse pad, QuietKey keyboard, Microsoft
                     Intellimouse, 512MB SDRAM at 133MHz 2 DIMMS, 48x Max
                     Variable CD ROM, Soundblaster 64V PCI Sound Card, 32MB
                     NVIDIA TNT2 M64 APG GRAPHICS, 17" P780 Monitor, 3.5"
                     Floppy drive, 10.2GB 7200 RPM Ultra ATA Hard drive,
                     Norton Antivirus 200 version 5.0 w/CD, 3COM 3C905C-TXM
                     10/100 Remote wakeup network card, MS Windows 200
                     professional, MS Office Small Business Edition 2000 SR1
                     cd, MS Bookshelf 200 cd

2                    Inspiron 500 Pentium III 750 14.1+" SXGA to include:Nylon
                     case 15.4" 7500 5000, port replicator,Inspiron 5000
                     notebook, 128mb 1 DIMM SDRAM, Xircom RealPort 10/100 +56K
                     Combo PC Card Type III, 8X DVD Inspiron 5000, ATI 8MB Video
                     Card, Dell P991 19in. Trinitron Monitor, 20GB Hard drive,
                     Norton Antivirus 2000 version 5.0 w/CD, Decoding software
                     for digital video/versatile disk, Operating System
                     Windows 2000 Pro Inspiron 5000, MS Office SBE SR1, MS
                     Bookshelf 2000

3                    Inspiron 5000 Pentium III 750 14.1+" SXGA to include:
                     nylon case 15.4" Inspiron 7500 5000,Port replicator, 128mb
                     1 DIMM SDRAM, Xircom RealPort 10/100 +56K Combo PC card
                     Type III, 8X DVD, ATI 8MB Video Card, 17" P780 monitor,
                     20GB Hard drive, Norton Antivirus 2000, Decoding software
                     for digital video/versatile disk, Operating System
                     Windows 2000 Pro,MS Office SBE 2000 SR1,MS Bookshelf 2000
                     CD



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


Lessee:     Interactive Telesis, Inc.
       ---------------------------------------

By:   /s/ Donald Cameron
   -------------------------------------------
          Donald Cameron

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

Date:  /s/        9/6/00
     -----------------------------------------


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