Exhibit 10.2

      STANDARD SUBLEASE

1. PARTIES. This Sublease, dated, for reference purposes only, _____________, is
made by and between  BEMEL & ROSS ,  ("Sublessor")  and LENSCARD  herein  called
"Sublessee").

2.  PREMISES.  Sublessor  hereby  subleases to Sublessee  and  Sublessee  hereby
subleases  from  Sublessor  for the  term,  at the  rental  and  upon all of the
conditions  set  forth  herein,  that  certain  real  property,   including  all
improvements  therin, and commonly known by the street address of 11601 WILSHIRE
BLVD. #2160 LOS ANGELES, CA 90025 located in the County of LOS ANGELES, State of
CALIFORNIA  and  generally  described  as  (describe  briefly  the nature of the
property)  OFFICE SPACE  ADJACENT TO SUITE 2150 NOW DESIGNATED AS SUITE 2160 AND
FURTHER DESCRIBED IN ATTACHED FLOORPLAN ("Premises").

3. TERM.

      3.1 Term. The term of this Sublease shall be for THIRTY MONTHS  commencing
on DECEMBER 1, 2002 and ending on MAY 31, 2005 unless sooner terminated pursuant
to any provision hereof.

      3.2 Delay in Commencement.  Sublessor agrees to use its best  commercially
reasonable  efforts to deliver  possession  of the Premises by the  commencement
date.  If,  despite said efforts,  Sublessor is unable to deliver  possession as
agreed,  Sublessor  shall not be subject to any liability  therefore,  nor shall
such failure affect the validity of this Sublease. Sublessee shall not, however,
be  obligated  to pay Rent or perform  its other  obligations  until it receives
possession  of the Premises.  If possession is not delivered  within sixty after
the  commencement  date,  Sublessee  may, at  Sublessee's  option,  by notice in
writing  within  ten days after the end of such sixty day  period,  cancel  this
Sublease,  in which event the Parties shall be discharged  from all  obligations
hereunder.  If such written notice is not received by Sublessor  within said ten
day period,  Sublessee's  right to cancel shall  terminate.  Except as otherwise
provided, if possession is not tendered to Sublessee when required and Sublessee
does not terminate the Sublease, as aforesaid, any period of rent abatement that
Sublessee  would  otherwise  have enjoyed shall run from the date of delivery of
possession  and continue for a period equal to what  Sublessee  would  otherwise
have enjoyed  under the terms  hereof,  but minus any days of delay cause by the
acts of omissions of Sublessee.  If  possession  is not delivered  with 120 days
after the commencement date, this Sublease shall automatically  terminate unless
the Parties agree, in writing, to the contrary.

4. RENT

RENT 4.1 BASE  RENT.  Sublessee  shall  pay to  Sublessor  as Base  Rent for the
Premises equal monthly payments of $2567.96 in advance, on the FIRST day of each
month of the term  hereof.  Sublessee  shall pay  Sublessor  upon the  execution
hereof  $2567.96 as Base Rent for MARCH 2003 (NO RENT WILL BE DUE OR PAYABLE FOR
THE THREE MONTHS FROM  DECEMBER 1, 2002 THROUGH  FEBRUARY 28, 2003 Base Rent for
any  period  during  the term  hereof  which is less than one  month  shall be a
pro-rata portion of the monthly installment.

4.2 Rent Defined.  All monetary  obligations of Sublessee to Sublessor under the
terms of this Sublease  (except for the Security  Deposit) are deemed to be rent
("Rent").  Rent  shall be  payable  in  lawful  money of the  United  States  to
Sublessor at the address slated herein or to such other persons or at such other
places as Sublessor may designate in writing.

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5. SECURITY  DEPOSIT.  Sublessee  shall deposit with  Sublessor  upon  execution
thereof  $2567.96  as  security  for the  Sublessee's  faithful  performance  of
Sublessee's  obligations  hereunder.  If  Sublessee  fails  to pay rent or other
charges due  hereunder,  or otherwise  defaults with respect to any provision of
this  Sublease,  Sublessor  may use,  apply or retain all or any portion of said
deposit  for the  payment  of any Rent or other  charge  in  default  or for the
payment of any other sum to which  Sublessor  may become  obligated by reason of
Sublessee's  default,  or to  compensate  Sublessor for any loss or damage which
Sublessor may suffer thereby. If Sublessor so uses or applies all or any portion
of said deposit,  Sublessee shall within ten days after written demand therefore
forward to  Sublessor an amount  sufficient  to restore said Deposit to the full
amount provided for herein and Sublessee's  failure to do so shall be a material
breach of this  Sublease.  Sublessor  shall not be required to keep said deposit
separate from its general  accounts.  If Sublessee  performs all of  Sublessee's
obligations  hereunder,  said  Deposit,  or so much thereof as has not therefore
been applied by  Sublessor  shall be  returned,  without  payment of interest or
other  increment for its use to Sublessee (or at Sublessee's  option to the last
assignees,  if any, of Sublessee's  interest hereunder) at the expiration of the
term  thereof,   and  after  Sublessee  has  vacated  the  Premises.   No  trust
relationship  is created herein between  Sublessor and Sublessee with respect to
said Security Deposit.

6. USE.

      6.1 Use. The Premises  shall be used and occupied only for GENERAL  OFFICE
USE and for no other purposes.

      6.2 Compliance.  Sublessor  warrants that the improvements on the Premises
comply with all applicable  covenants or  restrictions  of record and applicable
building codes, regulations and ordinances ("Applicable Requirements") in effect
on the commencement date. Said warranty does not apply to use to which Sublessee
will put the Premises or to any alterations or utility  installations made or to
be made by Sublessee.  NOTE: Sublessee is responsible for determining whether or
not the zoning is appropriate for its intended use, and  acknowledges  that past
uses of the  Premises  may no longer be allowed.  If the  Premises do not comply
with said warranty,  Sublessor  shall,  except as otherwise  provided,  promptly
after receipt of written  notice from Sublessee  setting forth with  specificity
the nature  and  extent of such  non-compliance  with this  warranty  within six
months following the commencement date,  correction of that non-compliance shall
be the  obligation of Sublessee at its sole cost and expense.  If the Applicable
Requirements  are  hereafter  changed so as to  require  during the term of this
Sublease the  construction  of an addition to or an  alteration of the Building,
the  remediation  of any  Hazardous  Substance,  or the  reinforcement  or other
physical  modifications of the Building ("Capital  Expenditure"),  Sublessor and
Sublessee shall allocate the cost of such work as follows.
      a)    If  such  Capital  Expenditures  are  required  as a  result  of the
            specific  and unique use of the  Premises by  Sublessee  as compared
            with  uses  by  tenants  in  general,   Sublessee   shall  be  fully
            responsible  for the cost thereof  provided,  however,  that if such
            Capital  Expenditure  is required  during the last two years of this
            Sublease  and the  cost  thereof  exceeds  six  months'  Base  Rent,
            Sublessee  may instead  terminate  this  Sublease  unless  Sublessor
            notifies  Sublease  in  writing,  within ten days  after  receipt of
            Sublessee's termination notice that Sublessor has elected to pay the
            difference  between the actual cost  thereof and the amount equal to
            six months' Base Rent. If the Parties elect  termination,  Sublessee
            shall  immediately cease the use of the Premises which requires such
            Capital   Expenditure  and  deliver  to  Sublessor   written  notice
            specifying a termination date at least ninety days thereafter.  Such
            termination  date shall,  however,  in no event be earlier  than the
            last day that Sublessee could legally  utilize the Premises  without
            commencing such Capital Expenditure.

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      b)    If such  Capital  Expenditure  is not the result of the specific and
            unique use of the  Premises  by  Sublessee  (such as  governmentally
            mandated  seismic  modifications,  then Sublessor shall pay for said
            Capital  Expenditure and the cost thereof shall be prorated  between
            the Sublessor and Sublessee and Sublessee shall only be obligated to
            pay, each month during the  remainder of the term of this  sublease,
            on the date which  Rent is due,  an amount  equal to the  product of
            multiplying the cost of such Capital Expenditure by a fraction,  the
            numerator  of  which  is one,  and the  denominator  of which is the
            number of months of the useful life of such Capital  Expenditure  as
            such  useful  life is  specified  pursuant  to  Federal  Income  tax
            regulations  or  guidelines  for  depreciation   thereof  (including
            interest  on  the  unamortized   balance  as  is  then  commercially
            reasonable  in  the  judgment  of  Sublessor's   accountant),   with
            Sublessee reserving the right to prepay its obligations at any time.
            Provided,  however,  that if such  Capital  Expenditure  is required
            during  the  last  two  years  of  this  Sublease  or  if  Sublessor
            reasonably determine that it is not economically feasible to pay its
            share  thereof,  Sublessor  shall have the option of terminate  this
            Sublease  upon ninety days prior written  notice to Sublease  unless
            notifies  Sublessor,  in writing,  within ten days after  receipt of
            Sublessor's  termination notice that Sublessee will pay such Capital
            Expenditure.  If Sublessor does not elect to terminate, and fails to
            tender  its share of any such  Capital  Expenditure,  Sublessee  may
            advance such funds and deduct same,  with interest,  from Rent until
            Sublessor's  share of such costs have been fully paid.  If Sublessee
            is unable to finance Sublessor's share or if the balance of the Rent
            due  and  payable  for  the  Sublease  is not  sufficient  to  fully
            reimburse  Sublessee  on an offset  basis,  Sublease  shall have the
            right in terminate  this  Sublease  upon ten days written  notice to
            Sublessor.
      c)    Notwithstanding   the  above,  the  provisions   concerning  Capital
            Expenditure are intended to apply only to non-voluntary, unexpected,
            and new  Applicable  Requirements.  If the Capital  Expenditure  are
            instead  triggered by Sublessee as a result of an actual or proposed
            change in use,  change in intensity of use, or  modification  to the
            Premises  then,  and  in  that  event,   Sublessee  shall  be  fully
            responsible  for the cost thereof,  and Sublessee shall not have any
            right to terminate this Sublease.

      6.3 Acceptance of Premises and Lessee. Sublessee acknowledges that:

      a)    It has been advised by Brokers to satisfy itself with respect to the
            condition  of  the  Premises  (including  but  not  limited  to  the
            electrical, HVAC and fire sprinkler systems, security, environmental
            aspects,  and compliance  with Applicable  Requirements),  and their
            suitability for Sublessee's intended use.

      b)    Sublessee has made such  investigation  as it deems  necessary  with
            reference to such matters and assumes all responsibility  thereof as
            the same relate to its occupancy of the Premises, and

      c)    Neither  Sublessor,  Sublessor's  agent, nor any Broker has made any
            oral or written  representations  or warrants  with  respect to said
            matters  other  than as set  forth in this  Sublease.  In  addition,
            Sublessor acknowledges that:

            a)    Broker has made no  representations,  promises,  or warranties
                  concerning  Sublessee's  ability  to  honor  the  Sublease  or
                  suitability to occupy the Premises, and


            b)    It is Sublessor's  responsibility to investigate the financial
                  capability and/or suitability of all proposed tennants

7. MASTER LEASE.

      7.1  Sublessor  is the  lessee  of the  Premises  by  virtue  of a  lease,
hereinafter  the  "Master  Lease",  a copy of which is  attached  hereto  marked
Exhibit 1, wherein ARDEN REALTY LIMITED  PARTNERSHIP is the lessor,  hereinafter
the "Master Lease".

<PAGE>

      7.2 This Sublease is and shall be at all times subject and  subordinate to
the Master Lease.

      7.3 The terms,  conditions  and  respective  obligations  of Sublessor and
Sublessee shall be the terms and conditions of the Master Lease except which are
directly contradicted by this Sublease in which event the terms of this Sublease
document shall control over the Master Lease. Therefore, for the purpose of this
Sublease,  deemed to mean the Sublessor  herein and wherever in the Master Lease
the word "Lessee" is used it shall be deemed to mean the Sublessee herin.

      7.4 During the term of this  Sublease  and for all the periods  subsequent
for the obligations which have arisen prior to the termination of this Sublease,
Sublessee does hereby expressly assume and agree to perform and comply with, for
the  benefit  of  Sublessor  and Master  Lessor,  each and every  obligation  of
Sublessor under the Master Lease except for the following  paragraphs  which are
excluded  therefrom:  N/A.

      7.5 The obligations  that Sublessee has assumed under paragraph 7.4 hereof
are  hereinafter  referred  to as the  "Sublessee's  Assumed  Obligations".  The
obligations  that  Sublessee  has not  assumed  under  paragraph  7.4 hereof are
hereinafter referred to as the "Sublessor's Remaining Obligations".

      7.6 Sublessee  shall hold  Sublessor free and harmless from all liability,
judgments,  costs,  damages,  claims or demands,  including reasonable attorneys
fees, arising out of Sublessee's  failure to comply with or perform  Sublessee's
Assumed Obligations.

      7.7  Sublessor  agrees to maintain the Master Lease during the entire term
of this Sublease,  subject,  however,  to any earlier  termination of the Master
Lease  without  the  fault of the  Sublessor,  and to  comply  with or  performs
Sublessor's  Remaining  Obligations and to hold Sublessee free and harmless from
all  liability,  judgments,  costs,  damages,  claims or demands  arising out of
Sublessor's failure to comply with or perform Sublessor's Remaining Obligations.

      7.8  Sublessor  represents  to Sublessee  that the Master Lease is in full
force and effect and that, to its  knowledge,  no default  exists on the part of
any party to the Master Lease.

8. ASSIGNMENT OF SUBLEASE AND DEFAULT.

      8.1  Sublessor   hereby   assigns  and  transfers  to  Master  Lessor  the
Sublessor's  interest  in this  Sublease  and all  rentals  and  income  arising
therefrom, subject, however, to terms of Paragraph 8.2 hereof.

      8.2 Master Lessor, by executing this document, agrees that until a default
shall occur in the performance of Sublessor's Obligations under the Master Lease
that  Sublessor  may receive,  collect and enjoy the rents  accruing  under this
Sublease.  However,  if  Sublessor  shall  default  in  the  performance  of its
obligations to Master Lessor, then Master Lessor may, at its option, receive and
collect,  directly  from  Sublessee,  all rent  owing and to be owed  under this
Sublease.  Master Lessor shall not, by reason of this assignment of the Sublease
nor by  reason of the  collection  of the rents  from the  Sublessee,  be deemed
liable to Sublessee  for any failure of the Sublessor to perform and comply with
Sublessor's Remaining Obligations.

      8.3 Sublessor hereby irrevocably  authorizes and directs  Sublessee,  upon
receipt of any written  notice  from the Master  Lessor  stating  that a default
exists in the performance of Sublessor's  obligations under the Master Lease, to
pay to Master Lessor the rents due and to become due under  Sublease.  Sublessor
agrees that  Sublessee  shall have the right to rely upon any such statement and
request from Master Lessor,  and that  Sublessee  shall pay such rents to Master
Lessor  without any  obligation  or right to inquire as to whether  such default
exists and  notwithstanding  any  notice  from or claim  from  Sublessor  to the
contrary and Sublessor  shall have no right or claim  against  Sublessee for any
such rents to be paid by Sublessee.

<PAGE>

      8.4 No changes or modifications shall be made to this Sublease without the
consent of Master Lessor.

9. CONSENT OF MASTER LESSOR.

      9.1 In the event that the Master Lease requires that Sublessor  obtain the
consent of Master  Lessor to any  subletting  by Sublessor  then,  this Sublease
shall not be effective unless, within ten days of the date hereof, Master Lessor
signs this Sublease thereby giving its consent to this Subletting.

      9.2 In the event that the  obligations  of the Sublessor  under the Master
Lease have been guaranteed by third parties then neither this Sublease,  nor the
Master Lessor's consent,  shall be effective unless,  within 10 days of the date
hereof,  said guarantee sign this Sublease  thereby giving their consent to this
Sublease.

      9.3 In the event that Master Lessor does give such consent then:

      (a) Such consent shall not release  Sublessor of its  obligations or alter
the primary  liability  of Sublessor to pay the rent and perform and comply with
all of the obligations of Sublessor to be performed under the Master Lease.

      (b) The acceptance of rent by Master Lessor from Sublessee or any one else
liable under the Master  Lease shall not be deemed a waiver by Master  Lessor of
any provisions of the Master Lease.

      (c) The consent of this  Sublease  shall not  constitute  a consent to any
subsequent subletting or assignment.

      (d) In the event of any  default  of  Sublessor  under the  Master  Lease,
Master Lessor may proceed directly against Sublessor,  any guarantors or any one
else liable under the Master Lease or this  Sublease  without  first  exhausting
Master  Lessor's  remedies  against any other person or entity liable thereon to
Master Lessor.

      (e) Master Lessor may consent to subsequent sublettings and assignments of
the Master Lease or this  Sublease or any  amendments or  modifications  thereto
without  notifying  Sublessor  or anyone else liable  under the Master Lease and
without  obtaining  their consent and such action shall not relieve such persons
from liability.

      (f) In the event that Sublessor shall default in its obligations under the
Master Lease,  then Master Lessor,  at its option and without being obligated to
do so, may require  Sublessee  to attorn to Master  Lessor in which event Master
Lessor shall undertake the obligations of Sublessor under this Sublease from the
time of the exercise of said option to termination of this Sublease,  but Master
Lessor shall not be liable for any prepaid  rents nor any security  deposit paid
by Sublessee,  nor shall Master  Lessor be liable for any other  defaults of the
Sublessor under the Sublease.

      9.4 The  signatures of the Master Lessor at the end of this document shall
constitute its consent to the terms of this Sublease.

      9.5  Master  Lessor  acknowledges  that,  to the best of  Master  Lessor's
knowledge,  no Default presently exists under the Master Lease of obligations to
be performed by Sublessor and that the Master Lease is in full force and effect.

<PAGE>

      9.6 In the event  that  Sublessor  Defaults  under its  obligations  to be
performed  under the Master Lease by Sublessor,  Master Lessor agrees to deliver
to  Sublessee  a copy of any such notice of  default.  Sublessee  shall have the
right to cure any Default of Sublessee  then  Sublessee  shall have the right of
reimbursement and offset from and against Sublessor.

10. BROKER'S FEE.

      10.1 Upon execution  hereof by all parties,  Sublessor shall pay to N/A, a
licensed  real  estate  broker  ("Broker"),  a fee as set  forth  in a  separate
agreement  between  Sublessor  and  Broker,  or in the  event  there  is no such
separate  agreement,  the sum of $ N/A for brokerage services rendered by Broker
to Sublessor in this transaction.

      10.2 Sublessor  agrees that if Sublessee  exercises any option or right of
first  refusal  as  granted  by  Sublessor   herein,  or  any  option  or  right
substantially  similar thereto,  either to extend the term of this Sublease,  to
renew this Sublease,  to purchase the Premises, or to lease or purchase adjacent
property which Sublessor may own or has an interest, then Sublessor shall pay to
Broker a fee in accordance  with the schedule of Broker in effect at the time of
the  execution  of this  Sublease.  Notwithstanding  the  foregoing  Sublessor's
obligation  under  this  Paragraph  10.2 is limited  to a  transaction  in which
Sublessor is acting as a Sublessor, lessor, or seller.

      10.3 Master Lessor agrees that if Sublessee  shall  exercise any option or
right of first refusal  granted by Sublessee by Master Lessor in connection with
this Sublease, or any option or right substantially  similar thereto,  either to
extend or renew the Master Lease,  to purchase the Premises or any part thereof,
or to lease or purchase  adjacent  property  which  Master  Lessor may own or in
which Master Lessor has an interest,  or if Broker is the procuring cause of any
other lease or sale entered into between  Sublessee and Master Lessor pertaining
to the Premises,  any part thereof, or any adjacent property which Master Lessor
owns or in which it has an interest,  thereas to any said  transactions,  Master
Lessor shall pay to Broker a fee, in cash,  in  accordance  with the schedule of
Broker in effect at the time of the execution of this Sublease.

      10.4 Any fee due from  Sublessor or Master Lessor  hereunder  shall be due
and  payable  upon the  exercise  of any  option to  extend  or renew,  upon the
execution  of any new  lease,  or, in the event of a  purchase,  at the close of
escrow.

      10.5 Any transferee of Sublessor's interest in this Sublease, or of Master
Lessor's interest in the Master Lease, by accepting an assignment thereof, shall
be deemed to have  assumed the  respective  obligations  of  Sublessor or Master
Lessor  under this  Paragraph  10.  Broker  shall be deemed to be a  third-party
beneficiary of this paragraph 10.

11. ATTORNEYS' FEES. If any party or the Broker named herein brings an action to
enforce the terms hereof to declare rights  hereunder,  the prevailing  party in
any such  action,  on trial and  appeal,  shall be  entitled  to his  reasonable
attorney's fees to be paid by the losing party as fixed by the Court.

12. Additional Provisions:  If there are no additional  provisions,  draw a line
from this point to the next printed word after the space left here. If there are
additional provisions place the same here. SUBLESSEE AGREES TO PAY 15.03% OF ANY
ADDITIONAL RENTS OR CHARGES OF ANY KIND (I.E.  EXPENSE  PASSTHROUGH,  ADDITIONAL
RENTS, ETC.) DUE FROM SUBLESSOR TO MASTERLESSOR.

Executed at: ____Los Angeles, CA_____ _________________________________


On: January 5, 2003                   By:  __/S/ Bradley Ross__________

Address: ____________________________ By: _____________________________
                                          "Sublessor" (Corporate Seal)


Executed at: Los Angeles, CA_________________________


On: January 5, 2003_                  By: /s/ Alan Finkelstein

Address: ____________________________ By: _____________________________
                                          "Sublessee" (Corporate Seal)