FIRST AMENDMENT TO OFFICE LEASE AGREEMENT


         THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT ("AMENDMENT") is made as
of the 28th day of March, 2000, by and between LAFP Phoenix,  Inc., a California
corporation ("LANDLORD"), and Vitrix, Inc., a Nevada corporation ("TENANT").

                                    RECITALS

         A.  Landlord and Tenant  entered into an Office Lease  Agreement  dated
September  3, 1999  ("LEASE"),  pursuant  to which  Tenant  agreed to lease from
Landlord Suite 310 on the third floor of the building (the "BUILDING")  commonly
known as Hayden Square located at 310, 350, 404 and 410 S. Mill Avenue and 51 W.
Third  Street,  Tempe,  Arizona  85281,  as more  fully  described  in the Lease
("EXISTING PREMISES"). Capitalized terms that are used but not otherwise defined
herein shall have the meanings set forth in the Lease.

         B.  Tenant  desires to lease from  Landlord  the  premises on the third
floor of the  Building  that are  adjacent  to, and to the east of the  Existing
Premises,  containing  approximately  3,442 rentable  square feet which includes
approximately 3,073 usable square feet ("EXPANSION PREMISES") upon the terms set
forth in this  Amendment.  Landlord  and  Tenant  desire  to amend  the Lease to
include the Expansion Premises.

                                   AGREEMENT

         NOW,  THEREFORE,  for and in  consideration of the mutual covenants and
agreements hereinafter set forth and for other good and valuable  consideration,
the receipt  and  sufficiency  of which are hereby  acknowledged,  Landlord  and
Tenant agree that, as of the Expansion  Commencement  Date (defined below),  the
Lease shall be amended and modified as follows:

         1. EXPANSION COMMENCEMENT DATE. The term "EXPANSION  COMMENCEMENT DATE"
shall mean the earlier of (i) Substantial  Completion of the Tenant Improvements
(as  those  terms  are  defined  below)  or  (ii)  May  15,  2000.  "Substantial
Completion"  shall mean the first to occur of the  following:  (a)  Landlord has
sufficiently  completed  all the work  required to be  performed  by Landlord in
accordance  with this  Amendment  (notwithstanding  the punch list items,  which
Landlord shall thereafter promptly complete) such that Tenant can conduct normal
business  operations  from the Expansion  Premises;  (b) Landlord has obtained a
certificate  of occupancy  for the  Expansion  Premises;  or (c) Tenant has been
delivered  reasonable  access to the  Expansion  Premises  (and  other  required
portions of the Building) sufficient to allow Tenant to install its equipment or
operate its business.
<PAGE>
         2. PREMISES. Section 1.1(i) of the Lease is deleted in its entirety and
a new Section 1.1(i) is substituted therefor as follows:

         "Premises:  Suite 310 on the third  floor of the  Building  as
         shown on Exhibit A,  containing  approximately  9,093 rentable
         square feet which includes  approximately  8,119 usable square
         feet.  All  references to "rentable" or "usable"  square feet,
         footage or area, shall be deemed measured, as the case may be,
         in accordance with American National Standard  Z65.1-1996,  as
         published  by BOMA  International.  Landlord  has the right to
         measure  the  Premises  following  delivery  of the  Expansion
         Premises to Tenant.  If the number of rentable  square feet in
         the Premises,  based on the  aforementioned  BOMA standards is
         more or less than stated herein,  the Minimum Monthly Rent set
         forth in Section  1.1(j) and Tenant's Pro Rata Share set forth
         in Section  1.1(k) shall be adjusted by Landlord to conform to
         the actual rentable square feet."

         3. MINIMUM MONTHLY RENT.  Section 1.1(j) of the Lease is deleted in its
entirety and a new Section 1.1(j) is substituted therefor as follows:

         "Minimum  Monthly Rent:  Minimum Monthly Rent shall be payable
         commencing on the Expansion Commencement Date and on the first
         day  of  each  month   thereafter  until  December  31,  2004,
         according to the following schedule:

         Equal  monthly  installments  of  $16,859.94  for  the  period
         commencing on the Expansion  Commencement  Date and continuing
         through  December 31, 2000 (rental rate of $22.25 per rentable
         square foot);

         Equal monthly  installments  of  $17,617.69  for the period of
         January 1, 2001  through  December  31, 2001  (rental  rate of
         $23.25 per rentable square foot);

         Equal monthly  installments  of  $18,186.00  for the period of
         January 1, 2002  through  December  31, 2002  (rental  rate of
         $24.00 per rentable square foot);

         Equal monthly  installments  of  $18,943.75  for the period of
         January 1, 2003  through  December  31, 2003  (rental  rate of
         $25.00 per rentable square foot); and

         Equal monthly  installments  of  $19,512.06  for the period of
         January 1, 2004  through  December  31, 2004  (rental  rate of
         $25.75 per rentable square foot).

         Tenant  shall  receive  a  rental  credit  in  the  amount  of
         $4,761.50,  to be applied toward the first month's installment
         of Minimum  Monthly Rent payable from and after the  Expansion
         Commencement Date."

                                      -2-
<PAGE>
         4. TENANT'S PRO RATA SHARE.  Section  1.1(k) of the Lease is deleted in
its entirety and a new Section 1.1(k) is substituted therefor as follows:

         "Tenant's Pro Rata Share: Approximately 8.54% (see Article 5).
         The  actual  amount  of  Tenant's  Pro  Rata  Share  shall  be
         determined after the Expansion  Commencement  Date, and may be
         adjusted from time to time  thereafter,  based upon the actual
         amount  of  rentable  square  feet  in the  Building  and  the
         Premises.  Upon any  expansion of the  Premises,  Tenant's Pro
         Rata Share shall be increased to reflect the  inclusion of the
         additional  square  feet  comprising  the  expanded  Premises.
         Tenant's Pro Rata Share shall be the percentage  calculated as
         follows:  the  rentable  square feet  comprising  the Premises
         divided by the total  number of  rentable  square  feet in the
         Building  provided,  however,  that during any period in which
         any  portion  of the  Building  is  unusable  as a  result  of
         casualty or  condemnation,  the rentable square footage of the
         Building shall be deemed to be the rentable  square footage of
         the   Building   immediately   prior  to  such   casualty   or
         condemnation."

         5. TENANT  IMPROVEMENTS.  Landlord and Tenant agree that Landlord shall
have no obligation to construct any tenant improvements in the Existing Premises
or the Expansion Premises, except that Landlord, at its expense, shall provide a
buildout of the  Expansion  Premises in  accordance  with a space plan  mutually
approved  by  Landlord  and  Tenant  prior to the  Expansion  Commencement  Date
("TENANT  IMPROVEMENTS").  The  Tenant  Improvements  shall be  completed  using
Landlord's  standard  Building finishes prior to Tenant taking possession of the
Expansion Premises and shall be performed by and at the direction of Landlord or
the agents or contractors selected by Landlord in its discretion. Each and every
cost,   expense  and   expenditure   incurred  in  connection  with  the  Tenant
Improvements,  including,  without limitation,  the costs of labor and materials
("TENANT IMPROVEMENT COSTS"), shall be borne by the parties and paid as follows:

         (a) Tenant  Improvement  Allowance.  The portion of the Tenant
         Improvement Costs equal to the product of $15.00 multiplied by
         the number of usable  square  feet in the  Expansion  Premises
         ("TENANT IMPROVEMENT  ALLOWANCE"),  shall be borne and paid by
         Landlord.

         (b) Excess Cost.  Tenant  shall bear and pay so much  ("EXCESS
         COST") of the Tenant  Improvement  Costs as exceeds the Tenant
         Improvement  Allowance.  Prior to Tenant taking  possession of
         the Expansion Premises,  Tenant shall deposit with Landlord in
         cash the amount of the Excess Cost.  After  completion  of the
         Tenant  Improvements  and  payment of the  Tenant  Improvement
         Costs,  Landlord  shall pay to Tenant  any amount by which the
         deposited  funds  exceeded  the Excess Cost and  Tenant,  upon
         demand, shall pay Landlord any amount by which the Excess Cost
         exceeded the deposited funds.

         (c)  Excess   Allowance.   To  the  extent   that  the  Tenant
         Improvement  Allowance exceeds the Tenant  Improvement  Costs,
         Tenant shall have the right to use such excess to make further
         alterations or  improvements  to the interior of the Premises,

                                      -3-
<PAGE>
         provided that such improvements are completed on or before May
         15, 2001, in accordance with the terms of the Lease.

         6. PARKING.  The first sentence of the second paragraph of EXHIBIT E to
the Lease is deleted in its entirety and a new sentence is substituted  therefor
as follows:

         "At all times  during the Lease  Term,  Tenant  shall have the
         right to use the following number and type of parking spaces:

         (a) Six (6) unreserved parking spaces located in the Garage; and

         (b) Thirty-six (36) unreserved parking spaces located in the West Lot."

         7. EXHIBIT A. EXHIBIT A to the Lease is hereby  deleted in its entirety
and substituted with the new EXHIBIT A attached to this Amendment.


         8. EFFECTIVE  DATE. This Amendment shall be in full force and effect as
a binding  obligation of the parties from and after the date of this  Amendment.
The Lease  shall be amended as provided  herein  effective  as of the  Expansion
Commencement  Date,  except  for  Section 5 of this  Amendment,  which  shall be
effective as of the date of this Amendment.

         9.  RATIFICATION.  Landlord and Tenant ratify and confirm the continued
force and effect of the Lease as modified by this Amendment. Landlord and Tenant
agree  that all terms and  provisions  of the Lease  shall be and remain in full
force and effect as therein  written,  except as  otherwise  expressly  provided
herein.

         10.  CONFLICT.  In the  event  of a  conflict  between  the  terms  and
provision of this  Amendment  and the Lease,  the terms and  provisions  of this
Amendment shall prevail.

         11. BINDING  EFFECT.  This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.

         12.  COUNTERPARTS.  This  Amendment  may be  executed  in any number of
counterparts,  each of which shall be deemed an original, and all of which taken
together shall constitute one and the same Amendment.

                                      -4-
<PAGE>
         IN WITNESS  WHEREOF,  Landlord and Tenant have caused this Amendment to
be executed as of the day and year first above written.


                                   LANDLORD:


                                   LOWE ENTERPRISES INVESTMENT MANAGEMENT, INC.,
                                   as authorized agent for LAFP PHOENIX, INC.,
                                   a California corporation


                                   By: /s/ Tom Rollins
                                       -----------------------------------------
                                   Name
                                        ----------------------------------------
                                   Its:
                                        ----------------------------------------

                                   TENANT:


                                   Vitrix, Inc.
                                   a Nevada corporation


                                   By: /s/ Craig J. Smith
                                       -----------------------------------------
                                   Name
                                        ----------------------------------------
                                   Its:
                                        ----------------------------------------

                                      -5-
<PAGE>
                                    EXHIBIT A

               FLOOR PLAN OF THE BUILDING INDICATING THE PREMISES