EX-10.00

                       MATERIAL CONTRACTS INDEX - LEASES

 EXHIBIT
 NUMBER    EXHIBIT TITLE

 EX-10.01  Lease between Abidon Inc. and Beth & Rudnicki Insurance
 EX-10.02  Lease between Abidon Inc. and Capital Mortgage Financial Corp.
 EX-10.03  Lease between Abidon Inc. and Interim Personnel
 EX-10.04  Lease between Abidon Inc. and Interim Healthcare
 EX-10.05  Lease between Abidon Inc. and Kim Kruger
 EX-10.06  Lease between Abidon Inc. and Larry Lang
 EX-10.07  Lease between Abidon Inc. and Mailboxes and Parcel Depot Inc.
 EX-10.08  Lease between Abidon Inc. and March of Dimes
 EX-10.09  Lease between Abidon Inc. and Muscular Dystrophy Assn. Inc.
 EX-10.10  Lease between Abidon Inc. and Gene Onley, Trustee
 EX-10.11  Lease between Abidon Inc. and S & H Interim
 EX-10.12  Lease between Abidon Inc. and Solomon Foley
 EX-10.13  Lease between Abidon Inc. and Superior Travel Inc.
 EX-10.14  Lease between Abidon Inc. and Tim Spinker and Lisa Capriotti
 EX-10.15  Lease between Abidon Inc. and Two R & D Corporation
 EX-10.16  Lease between Abidon Inc. and Velasco & Associates Inc.
 EX-10.17  Lease between Abidon Inc. and Warranty Processing Inc.
 EX-10.18  Lease between Abidon Inc. and Whale Inc.
 EX-10.19  Lease between Abidon Inc. and Alpine Park Alcohol Services
 EX-10.20  Lease between Abidon Inc. and Accurate Mortgage Services Inc.
 EX-10.21  Lease between Abidon Inc. and ADP Inc.
 EX-10.22  Lease between Abidon Inc. and American Republic Insurance
 EX-10.23  Lease between Abidon Inc. and Appraisal Services
 EX-10.24  Lease between Abidon Inc. and Ash Equipment Company
 EX-10.25  Lease between Abidon Inc. and Back in Action Chiropractic Inc.
 EX-10.26  Lease between Abidon Inc. and Barbara Askelson
 EX-10.27  Lease between Abidon Inc. and Bottega Blades Inc.
 EX-10.28  Lease between Abidon Inc. and Camelot Care Centers Inc.
 EX-10.29  Lease between Abidon Inc. and Connect Two
 EX-10.30  Lease between Abidon Inc. and Consumers Illinois Water Co.
 EX-10.31  Lease between Abidon Inc. and Cummings Advertising Inc.
 EX-10.32  Lease between Abidon Inc. and Dealer Marketing Systems
 EX-10.33  Lease between Abidon Inc. and Debbie Larson, Carol Lawler,
            Jackie Burden
 EX-10.34  Lease between Abidon Inc. and Deep Sea Electronics PLC
 EX-10.35  Lease between Abidon Inc. and Michelle DeMarco and Shelley
            D'Agnolo
 EX-10.36  Lease between Abidon Inc. and Gabriele Sartwell
 EX-10.37  Lease between Abidon Inc. and Duane Stern (Dean Badorek)
 EX-10.38  Lease between Abidon Inc. and Dynamic Fax
 EX-10.39  Lease between Abidon Inc. and Elite Reporting Services Ltd.
 EX-10.40  Lease between Abidon Inc. and Focus Financial Advisors Inc.
 EX-10.41  Lease between Abidon Inc. and Harold Best
 EX-10.42  Lease between Abidon Inc. and Heritage Assisted Living Inc.
 EX-10.43  Lease between Abidon Inc. and Hooper Holmes Inc.
 EX-10.44  Lease between Abidon Inc. and Illinois Introductions Inc.
 EX-10.45  Lease between Abidon Inc. and Illinois Introductions Inc. (#2)
 EX-10.46  Lease between Abidon Inc. and Illinois Introductions Inc. (#3)
 EX-10.47  Lease between Abidon Inc. and James Archer
 EX-10.48  Lease between Abidon Inc. and Jenny Craig Operations Inc.
 EX-10.49  Lease between Abidon Inc. and John & Candy Brannon
 EX-10.50  Lease between Abidon Inc. and John Johnson
 EX-10.51  Lease between Abidon Inc. and John A. O'Brien
 EX-10.52  Lease between Abidon Inc. and Kirkwood Education Services Inc.
 EX-10.53  Lease between Abidon Inc. and Larry & Debbie Buckman
 EX-10.54  Lease between Abidon Inc. and Learning & Discovering Services
 EX-10.55  Lease between Abidon Inc. and Lee, Hecht, Harrison LLC
 EX-10.56  Lease between Abidon Inc. and Management Resource Group
 EX-10.57  Lease between Abidon Inc. and Mark Rouleau
 EX-10.58  Lease between Abidon Inc. and Mary's Candy Bouquet Inc.
 EX-10.59  Lease between Abidon Inc. and Mid Northern Management Inc.
 EX-10.60  Lease between Abidon Inc. and Midwest Home Funding LLC
 EX-10.61  Lease between Abidon Inc. and Midwest Sleep & Neurodiagnostic
           Institute Inc.
 EX-10.62  Lease between Abidon Inc. and Millward Brown Inc.
 EX-10.63  Lease between Abidon Inc. and Natural Goodness Inc.
 EX-10.64  Lease between Abidon Inc. and Necchi New Home Sewing Center
 EX-10.65  Lease between Abidon Inc. and Norbert J. Wick
 EX-10.66  Lease between Abidon Inc. and On It LLC
 EX-10.67  Lease between Abidon Inc. and Periodic Payment Inc.
 EX-10.68  Lease between Abidon Inc. and Peter Francis Geraci
 EX-10.69  Lease between Abidon Inc. and Pro Care Dental Group P.C.
 EX-10.70  Lease between Abidon Inc. and Richard J. Kretz
 EX-10.71  Lease between Abidon Inc. and Rosetta Chamberlin Realtors
 EX-10.72  Lease between Abidon Inc. and S. J. Grant & Associates Inc.
 EX-10.73  Lease between Abidon Inc. and Simply Computer Software Inc.
 EX-10.74  Lease between Abidon Inc. and Spectrum Insurance Agency Inc.
 EX-10.75  Lease between Abidon Inc. and V. Sue Seehawer
 EX-10.76  Lease between Abidon Inc. and Temp Connect Inc.
 EX-10.77  Lease between Abidon Inc. and Wells Fargo Home Mortgage

 ****************************************************************************
                                                                     EX-10.01

                                  L E A S E

      THIS LEASE made this 21st day of August, 2000, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      BETH & RUDNICKI INSURANCE AGENCY,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 1345 square feet of space, being approximately 25'8" plus
 3'x15' feet in width and 50'8" feet in depth, in the New Towne Plaza I, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 204.  The boundaries and location of the leased premises are
 outlined on the site plan of the second floor of the shopping center which
 is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence September 1,
 2000, and shall continue for a period of two (2) years and shall terminate
 on August 31, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by two ($2.00) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of Nine Hundred Fifty Two & 71/100 ($952.71) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing September 1, 2000 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .02156 percent (.02156%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the first
 floor shall pay Three and 74/100ths ($3.74) Dollars per leased square foot
 for the first year and those Tenants located on the second floor and the
 lower level shall pay One Dollar and 97/100ths ($1.97) per leased square
 foot for the first year.  The maximum amount to be paid by Tenant in any one
 year during the term of this Lease is Four Dollars and 74/100ths ($4.74) per
 leased square foot for the space located on the first floor and Two Dollars
 and 97/100ths ($2.97) per leased square foot for the space located on the
 second floor.  Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal subject to Tenant's obligation
 for reimbursement of its pro rata share pursuant to Paragraph 6.C.  Landlord
 reserves the right to designate and locate parking spaces for Tenant and to
 establish reasonable rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $731.90
           Additional Rent     $220.81
           Total Monthly Rent  $952.71

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     BETH & RUDNICKI INSURANCE
                                    AGENCY


 By:  Stanley Miller                By:       (partner)
      Secretary,                              (partner)

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN           -----------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600


 ****************************************************************************

                                                                     EX-10.02

                                  L E A S E

      THIS LEASE made this 23rd day of October, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      CAPITAL MORTGAGE FINANCIAL CORP.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 1571 square feet of space, being approximately 31'5" plus
 14'x17' feet in width and 44 feet in depth, in the New Towne Plaza I, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 203.  The boundaries and location of the leased premises are
 outlined on the site plan of the second floor of the shopping center which
 is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence November 1,
 2001, and shall continue for a period of one (1) year and shall terminate on
 October 31, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by one ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Nine Hundred Ninety Two & 09/100 ($992.09) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing November 1, 2001 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .02459 percent (.02459%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the first
 floor shall pay Three and 74/100ths ($3.74) Dollars per leased square foot
 for the first year and those Tenants located on the second floor and the
 lower level shall pay One Dollar and 97/100ths ($1.97) per leased square
 foot for the first year.  The maximum amount to be paid by Tenant in any one
 year during the term of this Lease is Four Dollars and 74/100ths ($4.74) per
 leased square foot for the space located on the first floor and Two Dollars
 and 97/00ths ($2.97) per leased square foot for the space located on the
 second floor.  Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only:  General Office. Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal subject to Tenant's obligation
 for reimbursement of its pro rata share pursuant to Paragraph 6.C.  Landlord
 reserves the right to designate and locate parking spaces for Tenant and to
 establish reasonable rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except major electrical and
 HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  992.09
           Additional Rent     $  257.91
           Total Monthly Rent  $.1250.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tenant may after one year rent a larger
 suite in the same building if available.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     CAPITAL MORTGAGE FINANCIAL
                                    CORP.


 By:  Stanley Miller                By:
      Secretary,                         President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN           -----------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.03

                                  L E A S E

      THIS LEASE made this 2nd day of February, 1999, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      INTERIM PERSONNEL,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 1500 square feet of space, being approximately 25 feet in
 width and 60 feet in depth, in the New Towne Plaza I, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 4.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence March 1,
 1999, and shall continue for a period of Three (3) years and shall terminate
 on February 28, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by -0- ($-0-) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of One Thousand Thirty Two & 50/100 ($1,032.50) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing March 1, 1999 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be 4.688 percent (4.688%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second floors and lower levels.  Initially, Tenants
 whose leased space is located on the first floor shall pay Two and 74/100ths
 ($2.74) Dollars per leased square foot for the first year and those Tenants
 located on the second floor and the lower level shall pay One Dollar and
 37/100ths ($1.37) per leased square foot for the first year.  The maximum
 amount to be paid by Tenant in any one year during the term of this Lease is
 Four Dollars and 11/100ths ($4.11) per leased square foot for the space
 located on the first floor and Two Dollars and 06/100ths ($2.06) per leased
 square foot for the space located on the second floor.  Such additional rent
 shall be applied to the following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Operation of temporary employment
 agency.  Tenant shall be entitled to peaceable and quiet enjoyment of the
 leased premises upon payment of rent and compliance with the covenants and
 agreements contained herein and upon complying with all city laws and
 ordinances applicable to the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter.  Overall length of signs
 shall not exceed 70% of the storefront footage. Height of letters shall not
 exceed 24 inches. Landlord consent: One sign comparable to other signs on
 building over awning on store front.  Also, permission to include or add
 name of business to existing 4'x10' sign of Medical Personnel Pool sign.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1032.50
           Additional Rent     $  467.50
           Total Monthly Rent  $ 1500.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     INTERIM PERSONNEL


 By:  Stanley Miller                By:  Mary Clark

      Secretary,                         Vice President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN           -----------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.04


                                  L E A S E

      THIS LEASE made this 2nd day of February, 1999, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      INTERIM HEALTHCARE,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 1500 square feet of space, being approximately 26 feet in
 width and 60 feet in depth, in the New Towne Plaza I, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 3.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence March 1,
 1999, and shall continue for a period of three (3) years and shall terminate
 on February 28, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by -0- ($-0-) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of One Thousand Thirty Two & 50/100 ($1,032.50) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing March 1, 1999 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be 4.688 percent (4.688%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second floors and lower levels.  Initially, Tenants
 whose leased space is located on the first floor shall pay Two and 74/100ths
 ($2.74) Dollars per leased square foot for the first year and those Tenants
 located on the second floor and the lower level shall pay One Dollar and
 37/100ths ($1.37) per leased square foot for the first year.  The maximum
 amount to be paid by Tenant in any one year during the term of this Lease is
 Four Dollars and 11/100ths ($4.11) per leased square foot for the space
 located on the first floor and Two Dollars and 06/100ths ($2.06) per leased
 square foot for the space located on the second floor.  Such additional rent
 shall be applied to the following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Medical Professional Recruitment
 Home Health Agency business and supplemental staffing-marketing of similar
 services.  Tenant shall be entitled to peaceable and quiet enjoyment of the
 leased premises upon payment of rent and compliance with the covenants and
 agreements contained herein and upon complying with all city laws and
 ordinances applicable to the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Overall length of signs
 shall not exceed 70% of the storefront footage. Height of letters shall not
 exceed 24 inches. Landlord consent: At the Tenant's expense, permission is
 granted to re-face your business connection sign. Sign to remain the
 property of Landlord. Also, install a 4'x10' illuminated sign between sign
 poles.  This sign to be installed in space occupied by Dierks Cash and Carry
 sign or the space occupied by New Towne Plaza sign.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1032.50
           Additional Rent     $  467.50
           Total Monthly Rent  $ 1500.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     INTERIM HEALTHCARE


 By:  Stanley Miller                By:  Mary Clark

      Secretary,                         Vice President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN           -----------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.05

                                  L E A S E

      THIS LEASE made this 4th day of March, 1998, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      KIM KRUGER,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 500 square feet of space, being approximately 17 feet in
 width and 29.6 feet in depth, in the New Towne Plaza I, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 Part of Area #2, #102.  The boundaries and location of the leased premises
 are outlined on the site plan of the first floor of the shopping center
 which is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence March 23,
 1998, and shall continue for a period of five (5) years and shall terminate
 on March 22, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of Four Hundred Fifty & no/100 ($450.00) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing March 23, 1998 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.


      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only:  Hair Salon.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: One 4.5' x 4' existing sign on marquee and one
 existing sign over storefront.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except major electrical and
 HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 450.00
           Additional Rent     $  15.00
           Total Monthly Rent  $ 465.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.  Tenant will pay all electric used in
 occupied space.  Tenant shall share the cost of heat and air conditioning
 used in occupied space with Mr. Clean Cleaners or space no. 2.  Tenant
 agrees to pay $15.00 per month for water usage.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     KIM KRUGER


 By:  Stanley Miller                By: Kimberly J. Kruger

      Secretary,

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.06

                                  L E A S E

      THIS LEASE made this 15th day of January, 1999, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      LARRY LANG,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 580 square feet of space, being approximately 29 feet in
 width and 20 feet in depth, in the New Towne Plaza I, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 201.  The boundaries and location of the leased premises are outlined on the
 site plan of the second floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence February 1,
 1999, and shall continue for a period of three (3) years and shall terminate
 on January 31, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Three Hundred Twenty Two & 58/100 ($322.58) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing February 1, 1999 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .008826 percent (.008826%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second floors and lower levels.  Initially, Tenants
 whose leased space is located on the first floor shall pay Two and 74/100ths
 ($2.74) Dollars per leased square foot for the first year and those Tenants
 located on the second floor and the lower level shall pay One Dollar and
 97/100ths ($1.97) per leased square foot for the first year.  The maximum
 amount to be paid by Tenant in any one year during the term of this Lease is
 Four Dollars and 11/100ths ($4.11) per leased square foot for the space
 located on the first floor and Two Dollars and 47/100ths ($2.47) per leased
 square foot for the space located on the second floor.  Such additional rent
 shall be applied to the following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office. Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal subject to Tenant's obligation
 for reimbursement of its pro rata share pursuant to Paragraph 6.C. Landlord
 reserves the right to designate and locate parking spaces for Tenant and to
 establish reasonable rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place name on building directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 322.58
           Additional Rent     $  90.78
           Total Monthly Rent  $ 413.36

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                               TENANT:

 ROCKFORD INVESTORS PARTNERSHIP          LARRY LANG


 By:  Stanley Miller                     By:  Larry Lang

      Secretary,

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN                ------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.07

                                  L E A S E

      THIS LEASE made this 10th day of March, 1998, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      MAIL BOXES AND PARCEL DEPOT INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 1440 square feet of space, being approximately 24 feet in
 width and 60 feet in depth, in the New Towne Plaza I, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 9.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence November 1,
 1998, and shall continue for a period of five (5) years and shall terminate
 on October 31, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of Nine Hundred Ninety One and 20/100 ($991.20) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing November, 1998 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .045 percent (.045%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the first
 floor shall pay Three and 74/100ths ($3.74) Dollars per leased square foot
 for the first year and those Tenants located on the second floor and the
 lower level shall pay One Dollar and 97/100ths ($1.97) per leased square
 foot for the first year.  The maximum amount to be paid by Tenant in any one
 year during the term of this Lease is Four Dollars and 47/100ths ($4.47) per
 leased square foot for the space located on the first floor and Two Dollars
 and 47/100ths ($2.47) per leased square foot for the space located on the
 second floor.  Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: All services of mail boxes, parcel
 depot and including Ticketmaster agency sales.  Tenant shall be entitled to
 peaceable and quiet enjoyment of the leased premises upon payment of rent
 and compliance with the covenants and agreements contained herein and upon
 complying with all city laws and ordinances applicable to the leased
 premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal subject to Tenant's obligation
 for reimbursement of its pro rata share pursuant to Paragraph 6.C.  Landlord
 reserves the right to designate and locate parking spaces for Tenant and to
 establish reasonable rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Tenant may install two 3' x 16' fluorescent
 lighted signs over awnings on face of building at Tenant's expense.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  991.20
           Additional Rent     $  448.80
           Total Monthly Rent  $ 1440.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     MAIL BOXES AND PARCEL DEPOT
                                    INC.

 By:  Stanley Miller                By:  Jim Kitzmiller
      Secretary,                         Owner

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.08

                                  L E A S E

      THIS LEASE made this 17th day of November, 1998, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      MARCH OF DIMES,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 1568 square feet of space, being approximately 25 feet in
 width and 62 feet in depth, in the New Towne Plaza I, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 8.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence December 15,
 1998, and shall continue for a period of five (5) years and shall terminate
 on December 14, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by two ($2.00) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Five Hundred Eleven & 31/100 ($511.31*) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing December 15, 1998, and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.  * See Rent Schedule.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .0477 percent (.0477%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second floors and lower levels.  Initially, Tenants
 whose leased space is located on the first floor shall pay Three and
 74/100ths ($3.74) Dollars per leased square foot for the first year and
 those Tenants located on the second floor and the lower level shall pay One
 Dollar and 97/100ths ($1.97) per leased square foot for the first year.  The
 maximum amount to be paid by Tenant in any one year during the term of this
 Lease is Four Dollars and 74/100ths ($4.74) per leased square foot for the
 space located on the first floor and Three Dollars and 06/100ths ($3.06) per
 leased square foot for the space located on the second floor.  Such
 additional rent shall be applied to the following property costs and
 services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent:

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except electrical, plumbing,
 HVAC, roof and structural repairs.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of fifteen (15) business days after written notice thereof or
 if the Tenant abandons the leased premises, Landlord may at its election
 terminate the Lease and/or terminate Tenant's right to possession of the
 leased premises. Landlord may institute an action for possession of the
 leased premises. Action by the Landlord pursuant to this paragraph shall not
 relieve the Tenant from any damages recoverable by law because of Tenant's
 default including, but not limited to, Tenant's obligation to pay rental as
 provided in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  511.31
           Additional Rent     $  488.69
           Total Monthly Rent  $ 1000.00 * See Rent Schedule

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     MARCH OF DIMES


 By:  Stanley Miller                By:  Edward Stark
      Secretary,                         Executive Director

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN           -----------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.09

                                  L E A S E

      THIS LEASE made this 18th day of March, 1998, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      MUSCULAR DYSTROPHY ASSOCIATION INC., A New York
      Not-for-profit corporation, 3300 East Sunrise Drive, Tucson, Arizona
      85718,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 2555 square feet of space, being approximately 53 plus
 8x28 feet in width and 44 feet in depth, in the New Towne Plaza I, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 205.  The boundaries and location of the leased premises are
 outlined on the site plan of the second floor of the shopping center which
 is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable written rules and regulations for the use thereof as
 prescribed from time to time by the Landlord. Parking is unreserved and at
 no cost to Tenant.

      3.   TERM OF LEASE: The term of this Lease shall commence June 1, 1998,
 and shall continue for a period of five (5) years and shall terminate on May
 31, 2003..

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by two ($2.00) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of One Thousand Seventy and 97/100 ($1070.97) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing June 1, 1998 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.  However the Tenant is not obligated to pay rent
 hereunder until the leased premises are ready for occupancy.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .041 percent (.041%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second floors and lower levels.  Initially, Tenants
 whose leased space is located on the first floor shall pay Three and
 74/100ths ($3.74) Dollars per leased square foot for the first year and
 those Tenants located on the second floor and the lower level shall pay One
 Dollar and 97/100ths ($1.97) per leased square foot for the first year.  The
 maximum amount to be paid by Tenant in any one year during the term of this
 Lease is Four Dollars and 74/100ths ($4.74) per leased square foot for the
 space located on the first floor and Two Dollars and 47/100ths ($2.47) per
 leased square foot for the space located on the second floor.  Such
 additional rent shall be applied to the following property costs and
 services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 written notice from Landlord, there shall be a late charge penalty of 5% of
 the monthly rental assessed against Tenant and such unpaid amount shall bear
 interest from the due date thereof to the date of payment at the rate of
 Eighteen (18%) percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease subject to visual walk-through inspection.  Carpeted
 floors, drywall perimeter walls, (painted) suspended ceiling, one lay in
 trofter for each 100 feet, one receptacle each 20 feet, sprinkler system,
 separate meters for heating, air conditioning and electric, one-switch per
 room, receptacles without switches, no lights in closets.  Floor plan as per
 Exhibit "C".

      Landlord at its sole cost and expense, shall perform the following
 improvements to the leased premises prior to the Commencement Date all in
 compliance with Title III of The Americans with Disabilities Act 2 all
 applicable local codes.

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide at its sole cost and expense, for
 use by the Tenant, its employees, customers and visitors space for parking
 automobiles in the parking facilities provided by Landlord. Landlord agrees
 to maintain such parking facilities and provide snow removal subject to
 Tenant's obligation for reimbursement of its pro rata share pursuant to
 Paragraph 6.C.  Landlord reserves the right to designate and locate parking
 spaces for Tenant and to establish reasonable written rules and regulations
 with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent, which consent shall not be unreasonably
 withheld or delayed.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Place Tenant name on Building Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises, except for structural
 repairs or repairs to and maintenance of utility systems, i.e., HVAC,
 plumbing, electrical) or repairs for damage caused by insurance casualty.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.  However,
 notwithstanding the foregoing, if the leased premises have not been or
 cannot be rebuilt or restored within 120 days of damage or destruction,
 Tenant may terminate this Lease upon written notice to Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld or delayed.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises for fifteen (15) consecutive days without
 paying rent, Landlord may at its election terminate the Lease and/or
 terminate Tenant's right to possession of the leased premises. Landlord may
 institute an action for possession of the leased premises. Action by the
 Landlord pursuant to this paragraph shall not relieve the Tenant from any
 damages recoverable by law because of Tenant's default including, but not
 limited to, Tenant's obligation to pay rental as provided in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times with reasonable notice
 and to show the premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear and damage by fire or other casualty excepted. In the event
 Tenant holds over after termination, the tenancy created shall be a month-
 to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois,
 with a copy to its national office at 3300 East Sunrise Drive, Tucson,
 Arizona 85718, Attn: Director of Field Services.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1070.97
           Additional Rent     $  419.45
           Total Monthly Rent  $ 1490.42

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease. See Exhibit D attached hereto.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     MUSCULAR DYSTROPHY
                                    ASSOCIATION, INC.

 By:  Stanley Miller                By:  Ashlie Warner
      Secretary,                         Assistant Controller

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.10

                                  L E A S E

      THIS LEASE made this 28th day of January, 2000, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      GENE ONLEY, TRUSTEE FOR RIVER VALLEY COMMUNITY CHURCH,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 1136 square feet of space, being approximately 23'6" feet
 in width and 44 plus 7'x20' feet in depth, in the New Towne Plaza I, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 207.  The boundaries and location of the leased premises are
 outlined on the site plan of the second floor of the shopping center which
 is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence February 15,
 2000, and shall continue for a period of one (1) years and shall terminate
 on February 14 , 2001.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional One (1) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of Eight Hundred Sixty One & 47/100 ($861.47) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing February 15, 2000 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Church Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent:                    .

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for major electrical
 and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $861.47
           Additional Rent     $
           Total Monthly Rent  $

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     GENE ONLEY, TRUSTEE FOR RIVER
                                    VALLEY COMMUNITY CHURCH


 By:  Stanley Miller                By:  Gene Onley
      Secretary,

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN           -----------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600


<PAGE>


                              ADDENDUM TO LEASE

                             BETWEEN ABIDON, INC.

                                     AND

            GENE ONLEY, TRUSTEE FOR RIVER VALLEY COMMUNITY CHURCH




 River Valley Community Church still occupies Suite #207 at 5411 East State
 Street, Rockford, IL 61108.  They are on a month to month agreement.




                                    Abidon, Inc.

 ****************************************************************************

                                                                     EX-10.11

                                  L E A S E

      THIS LEASE made this 5th day of March, 1999, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      S & H INTERIM,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 800 square feet of space, being approximately 20 plus
 12'x11' feet in width and 33'9" & 8'x5' feet in depth, in the New Towne
 Plaza I, a Shopping Center, located in Rockford, Illinois, which premises
 are known as Store Space No. 1A.  The boundaries and location of the leased
 premises are outlined on the site plan of the first floor of the shopping
 center which is marked Exhibit "A" and attached hereto and incorporated
 herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence May 1, 1999,
 and shall continue for a period of Thirty four (34) months and shall
 terminate on February 28, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by one ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Six Hundred Sixty Six & 67/100 ($666.67) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing May 1, 1999 and monthly thereafter during
 the term of this Lease with such rent payable at the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.  Tenant shall give up use of sign over awning on building.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $666.67
           Additional Rent     $   -0-
           Total Monthly Rent  $666.67

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.  Landlord to furnish all utilities at
 Landlord's expense.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                               TENANT:

 ROCKFORD INVESTORS PARTNERSHIP          S & H INTERIM


 By:  Stanley Miller                     By:  Mary Clark

      Secretary,                              Vice President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN                ------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.12
                                  L E A S E

      THIS LEASE made this 17th day of February, 1998, by and between:

      ROCKFORD INVESTORS PARTERNSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      SOLOMON FOLEY, STATE FARM INSURANCE,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 836 square feet of space, being approximately 25 feet in
 width and 40 feet less 11'x17'in depth, in the New Towne Plaza I, a Shopping
 Center, located in Rockford, Illinois, which premises are known as Store
 Space No. 200.  The boundaries and location of the leased premises are
 outlined on the site plan of the second floor of the shopping center which
 is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence May 1, 1998,
 and shall continue for a period of Five (5) years and shall terminate on
 April 30, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Six Hundred Twenty Four and 22/100 ($624.22) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing May 1, 1998 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .01305 percent (.01305%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second floor and lower levels.  Initially, Tenants
 whose leased space is located on the first floor shall pay Two and 74/100ths
 ($2.74) Dollars per leased square foot for the first year and those Tenants
 located on the second floor and the lower level shall pay One Dollar and
 87/100ths ($1.87) per leased square foot for the first year.  The maximum
 amount to be paid by Tenant in any one year during the term of this Lease is
 Four Dollars and 11/100ths ($4.11) per leased square foot for the space
 located on the first floor and Two Dollars and 06/100ths ($2.06) per leased
 square foot for the space located on the second floor.  Such additional rent
 shall be applied to the following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant agrees to pay to Landlord its pro rata
 share of all charges for public utilities including, but not limited to,
 sewer, water, gas, electricity, and any other utilities used upon or
 furnished to the parking lot or common areas or any non Tenant areas of
 center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only:  General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside.  Interior illumination shall
 be by neon lighting. Letters shall and installed on building fascia with
 non-corrosive fasteners. Overall length of signs shall not exceed 70% of the
 storefront footage.  Landlord consent: Tenant may install at Tenant expense
 one 7'x4' illuminated sign on top position of marquee poles.  One sign on
 face of building, not to exceed five fee in length and three feet high
 illuminated. Landlord to add business name on building directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 624.22 (utilities included in base rent)
           Additional Rent     $ 130.27
           Total Monthly Rent  $ 754.49

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease. Utilities used by Tenant in leased space to
 be paid by Landlord and is included in base rent.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP,    SOLOMON FOLEY, STATE FARM
                                    INSURANCE

 By:  Stanley Miller                By:  S. Foley
      Secretary,

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.13

                                  L E A S E

      THIS LEASE made this 10th day of October, 1998, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      SUPERIOR TRAVEL INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 2748 square feet of space, being approximately 25 plus
 26'x15' feet in width and 92 feet in depth, in the New Towne Plaza I, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 7, 5411 East State Street.  The boundaries and location of
 the leased premises are outlined on the site plan of the first floor of the
 shopping center which is marked Exhibit "A" and attached hereto and
 incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence November 1,
 1998, and shall continue for a period of five (5) years and shall terminate
 on October 31, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by one ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Fourteen Hundred Thirty Seven & 54/100 ($1.433.54) Dollars per
 month without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing November 1, 1998 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .0836 percent (.0836%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the first
 floor shall pay Three and 74/100ths ($3.74) Dollars per leased square foot
 for the first thirty six months.  The maximum amount to be paid by Tenant in
 any one year during the term of this Lease is Four Dollars and 74/100ths
 ($4.74) per leased square foot for the space located on the first floor.
 Such additional rent shall be applied to the following property costs and
 services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Travel ticket sales.  Tenant shall
 be entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent:                    .

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises, except major electrical and
 HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at space 7, 5411 East State Street, Rockford,
 Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1433.54
           Additional Rent     $  856.46
           Total Monthly Rent  $ 2290.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.  Landlord to install at Landlord's expense in
 back S.W. room _ install 1/8' x12" x12" composition tile flooring in same
 room.  Install 1-48" base oak cabinet with 20"x20" s.s. sink and 48"
 countertop. Landlord to install additional electrical outlets at Landlord's
 expense.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     SUPERIOR TRAVEL INC.


 By:  Stanley Miller                By:  Barbara Marriott
      Secretary,                         as President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN           -----------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.14

                                  L E A S E

      THIS LEASE made this 5th day of March, 1999, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      TIM SPINKER
      LISA CAPRIOTTI,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 700 square feet of space, being approximately 20 plus
 9'x6' feet in width and 34'4" feet in depth, in the New Towne Plaza I, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. One.  The boundaries and location of the leased premises are
 outlined on the site plan of the first floor of the shopping center which is
 marked Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence May 1, 1999,
 and shall continue for a period of three (3) years and shall terminate on
 April 30, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by one ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Seven Hundred and no/100 ($700.00) Dollars per month without any
 deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing May 1, 1999 and monthly thereafter during
 the term of this Lease with such rent payable at the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.  Tenant may use present sign on building over awning.  Tenant to
 pay all maintenance to maintain sign.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $700.00
           Additional Rent     $   -0-
           Total Monthly Rent  $700.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.  Landlord to furnish all utilities at
 Landlord's expense.  Present lease at 5301 East State St., Suite 216B to be
 cancelled on May 1, 1999.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     TIM SPINKER
                                    LISA CAPRIOTTI

 By:  Stanley Miller                By:  Tim Spinker
      Secretary,                         Lisa Capriotti

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.15

                                  L E A S E

      THIS LEASE made this 7th day of January, 1994, by and between:

      ROCKFORD INVESTORS PARTERNSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      TWO R & D CORPORATION dba BIG APPLE BAGELS
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 2356 square feet of space, being approximately 25.7 feet
 in width and 93 feet in depth, in the New Towne Plaza I, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 5.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence April 1,
 1994, and shall continue for a period of Ten (10) years and shall terminate
 on March 31, 2004.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Two-Five yr. (5) year term upon the giving of six month's
 written notice to Landlord prior to the expiration of the original lease
 term.  The base rental for the option period shall be increased by One
 ($1.00) Dollar per square foot of the leased premises each 5 year option.
 In addition, during the option period Tenant shall pay as additional rental
 Tenant's pro rata share for taxes, utilities and operating expenses in
 accordance with Paragraph 6 of this Lease.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of See Rent Schedule ($ ) Dollars per month without any
 deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing  , 19  and monthly thereafter during
 the term of this Lease with such rent payable at the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .039521 percent (.039521%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second floor and lower level.  Initially, Tenants
 whose leased space is located on the first floor shall pay Two and 74 cents
 ($2.74) Dollars per leased square foot for the first year and those Tenants
 located on the second floor and the lower level shall pay One Dollar and 37
 cents ($1.37) per leased square foot for the first year.  The maximum amount
 to be paid by Tenant in one year during the term of this Lease is Three
 Dollars 74 cents ($3.74) per leased square foot for the space located on the
 first floor and One Dollar and 37 cents ($1.37) per leased square foot for
 the space located on the second floor. Such additional rent shall be applied
 to the following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant shall fail to pay when due and payable any
 rent or any additional rent, there shall be a Twenty-five ($25.00) Dollar
 late charge assessed against Tenant and such unpaid amount shall bear
 interest from the due date thereof to the date of payment at the rate of
 Eighteen (18%) percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles are not switched, no lights in
 closets.  Floor plan as per Exhibit "C".  No. 21.

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Bagel Bakery, deli and sandwich
 shop.  Tenant shall be entitled to peaceable and quiet enjoyment of the
 leased premises upon payment of rent and compliance with the covenants and
 agreements contained herein and upon complying with all city laws and
 ordinances applicable to the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal subject to Tenant's obligation
 for reimbursement of its pro rata share pursuant to Paragraph 6.C.  Landlord
 reserves the right to designate and locate parking spaces for Tenant and to
 establish reasonable rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Tenant's name to be installed on Building
 Directory.  Tenant may use TCBY signs on building and marquee poles on East
 State Street.  Tenant to change signs and maintain their signs at their
 expense.  No charge to Tenant for signs.  No authorization to use TCBY trade
 name on signs is given.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 4635 Hydraulic Rd., Rockford, Illinois 61109.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1,425.33
           Additional Rent     $   537.95
           Total Monthly Rent  $ 1,963.33  - see Rent Schedule

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tenant shall submit floor and build-out
 plans to Landlord for approval prior to construction. Tenant to obtain all
 necessary permits. Landlord to remove all existing equipment except 1-3
 compartment sink, 1 mop sink, 1 hand sink, and 2 stainless steel work tables
 and ceiling fans and give Tenant possession of site on or before January 15,
 1994.  Tenant to buildout per Tenant's floor and buildout plans at Tenant's
 expense.  Tenant to add 2-1/2 baths and additional air conditioning system
 at Tenant's expense.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP,    TWO R & D CORPORATION, dba BIG
                                    APPLE BAGELS

 By:  Stanley Miller                By:  Donald K. Seeley

      Secretary,                         President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

<PAGE>


 Rent Schedule -   Base Rent  Per Month   Add'l Rent Per       Total Rent
 at Start of Lease Per Year               Per Year   Month     Per Month

 Months 1-60       17,104.56  1,425.33    6,455.44   537.95    1,963.33
 Months 61-120     19,460.56  1,621.71    6,455.44   537.95    2,159.66

 This Lease is subject to vacating present Tenant's lease.



 PERSONAL GUARANTEE:

 The above lease between Rockford Investors Partnership and Two R & D
 Corporation is guaranteed by:

                                    Ralph A. Morgan


                                    Raymond G. Theisen


                                    Donald K. Seeley


 See attached rider containing (i) (ii) (iii).

 (i)  "Anything contained in this lease to the contrary notwithstanding,
      Lessor agrees that, without its consent, this lease and the right,
      title and interest of the Lessee thereunder, may be assigned by the
      Lessee to BAB Systems, Inc., an Illinois corporation, or its designees,
      provided that such BAB Systems, Inc. or its designee, shall execute
      such documents evidencing its agreement to thereafter keep and perform,
      or cause to be kept or performed, all of the obligations of the Lessee
      arising under this lease from and after the time of such assignment."

 (ii) "Lessor agrees that Lessor shall, upon written request of BAB Systems,
      Inc., disclose to said corporation, all reports, information or data in
      Lessor's possession with respect to sales made in, upon or from the
      leased premises."

 (iii) "Lessor shall give written notice to BAB Systems, Inc., an Illinois
      corporation (concurrently with the giving of such notice to Lessee), of
      any default by Lessee under the lease and the said BAB Systems, Inc.
      shall have, after the expiration of the period during which the Lessee
      may cure such default, an additional thirty (30) days to cure, at its
      sole option, any such default."

 By adding the attached rider containing I, II, III, it does not release the
 Tenant of its obligations under the terms of this Lease.

 ****************************************************************************

                                                                     EX-10.16

                                  L E A S E

      THIS LEASE made this 5th day of April, 1999, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      VELASCO & ASSOCIATES, INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 1740 square feet of space, being approximately 49 less
 25'x24' feet in width and 50 feet in depth, in the New Towne Plaza I, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 202.  The boundaries and location of the leased premises are
 outlined on the site plan of the second floor of the shopping center which
 is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence May 1, 1999,
 and shall continue for a period of three (3) years and shall terminate on
 April 30, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional two (2) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by two ($2.00) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of One Thousand Two Hundred Thirty Two & 50/100 ($1232.50) Dollars
 per month without any deductions or set-off unless otherwise provided herein
 in advance of the first day of each month commencing May 1, 1999 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal subject to Tenant's obligation
 for reimbursement of its pro rata share pursuant to Paragraph 6.C. Landlord
 reserves the right to designate and locate parking spaces for Tenant and to
 establish reasonable rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except major electrical and
 HVAC systems, and plumbing systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.  Must obtain
 approval from Tenant prior to entering which will not be unreasonably
 withheld.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default. In the event Landlord breaches Lease, Landlord
 shall be responsible for reasonable attorney fees, expenses, and cost
 incurred by the Tenant as a result of such breach by Landlord.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $1232.50
           Additional Rent     $
           Total Monthly Rent  $1232.50

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.  Tenant to pay up front for build out.
 Landlord to pay all utilities used in space 202.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     VELASCO MARKETING


 By:  Stanley Miller                By:  K. Velasco
      Secretary,

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN           -----------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.17

                                  L E A S E

      THIS LEASE made this 8th day of December, 1998, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      WARRANTY PROCESSING, INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 5788 square feet of space, being approximately 62'x50'
 plus 16'8"x21' & 19'x11' feet in width and 34'x44'feet in depth, in the New
 Towne Plaza I, a Shopping Center, located in Rockford, Illinois, which
 premises are known as Store Space No. 208, 209, & 210, & part of area #6
 first floor.  The boundaries and location of the leased premises are
 outlined on the site plan of the second floor of the shopping center which
 is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence January 1,
 1999, and shall continue for a period of five (5) years and shall terminate
 on December 31, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by two ($2.00) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Two Thousand Forty Nine & 80/100 ($2049.80) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing January 1, 1999, and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .1809 percent (.1809%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the second
 floor shall pay One Dollar and 97/100ths ($1.97) Dollars per leased square
 foot for the first year.  The maximum amount to be paid by Tenant in one
 year during the term of this Lease is Two Dollars and 96/100ths ($2.96) per
 leased square foot for the space located on the second floor.  Such
 additional rent shall be applied to the following property costs and
 services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal subject to Tenant's obligation
 for reimbursement of its pro rata share pursuant to Paragraph 6.C. Landlord
 reserves the right to designate and locate parking spaces for Tenant and to
 establish reasonable rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5411 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 2049.80
           Additional Rent     $  950.20
           Total Monthly Rent  $ 3000.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     WARRANTY PROCESSING INC.


 By:  Stanley Miller                By:  Stephen M. Reiter
      Secretary,                         President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN           -----------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.18

                                  L E A S E

      THIS LEASE made this 29th day of January, 1998, by and between:

      ROCKFORD INVESTORS PARTNERSHIP,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      WHALE INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5411 East State Street, Rockford, Illinois

      Approximately 5411 square feet of space, being approximately 70 feet in
 width and feet in depth, in the New Towne Plaza I, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 6.  The boundaries and location of the leased premises are outlined on the
 site plan of the First floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence April 1,
 1998, and shall continue for a period of Five (5) years and shall terminate
 on March 31, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Eleven Hundred Seventy & 17/100 ($1170.17) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing April 1, 1998 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .0531 percent (.0531%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Three and 74/100ths ($3.74) Dollars per leased square foot for the first
 year and those Tenants located on the second floor, third floor and the
 lower level shall pay One Dollar ($1.97) per leased square foot for the
 first year.  The maximum amount to be paid by Tenant in any one year during
 the term of this Lease is Four Dollars and 11/100ths ($4.74) per leased
 square foot for the space located on the first floor and Two Dollars and
 47/100ths ($2.47) per leased square foot for the space located on the second
 floor.  Such additional rent shall be applied to the following property
 costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Weight Loss Center.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Tenant to install one 7' x 4' sign on marquee pole
 at Tenant's expense. Landlord to place tenant's name on building directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant space 6, 5411 East State Street, Rockford,
 Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1170.17
           Additional Rent     $  529.84
           Total Monthly Rent  $ 1700.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ROCKFORD INVESTORS PARTNERSHIP     WHALE INC.


 By:  Stanley Miller                By:  Ann Whale
      Secretary,                         President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.19


                  S H O P P I N G   C E N T E R   L E A S E

      THIS SHOPPING CENTER LEASE made on  the 13th day of November, 1986,  by
 ROCKFORD INVESTORS, INC., herein called "Landlord", and ALPINE PARK  ALCOHOL
 SERVICES, herein called "Tenant" WITNESSES:


                                  ARTICLE I
                                GRANT AND TERM

 SECTION 1.01.  LEASED PREMISES.
      In consideration  of the  rents, covenants  and agreements  hereinafter
 reserved and contained on the part  of Tenant to be observed and  performed,
 the Landlord  demises  and leases  to  the  Tenant, and  Tenant  rents  from
 Landlord, those certain premises, now or hereafter to be erected in the  New
 Towne Plaza  Shopping  Center  (herein  called  the  "Shopping  Center")  in
 Rockford (City),  Winnebago (County)  Illinois (State),  which premises  are
 known as Store No. __ and consist of a store having approximate measurements
 of 49.2 feet  in width  and 49.7 feet  in depth  and containing  an area  of
 approximately 2401 square feet,  collectively called the "leased  premises".
 The boundaries and location  of the leased premises  are outlined in red  on
 the site plan of the Shopping  Center, which is marked Exhibit "A"  attached
 hereto and made a part hereof.

 SECTION 1.02.  USE OF ADDITIONAL AREAS.
      The use  and occupation  by the  Tenant of  the leased  premises  shall
 include the use in common with others entitled thereto of the common  areas,
 employees' parking areas, service  roads, loading facilities, sidewalks  and
 customer car parking  areas shown  and depicted  in Exhibit  "A", and  other
 facilities as may be designated from  time to time by the Landlord,  subject
 however to the term and conditions of this lease and to reasonable rules and
 regulations for  the use  thereof as  prescribed from  time to  time by  the
 Landlord.

 SECTION 1.03.  COMMENCMENT AND ENDING DATE OF TERM.
      The term of this  lease and Tenant's obligation  to pay rent  hereunder
 shall commence upon *January 1, 1987.  The  term of this lease shall end  on
 the  day  immediately   preceding  the  fifth   (5th)  anniversary  of   the
 commencement of the lease term.
 *Or as soon as ready for occupancy.


                                  ARTICLE II
                                     RENT

 $10,500.00 to be paid in  advance as rent and  triple net estimate upon  the
 signing of this lease.

 SECTION 2.01.  FIXED MINIMUM RENT.
      Tenant agrees to pay to Landlord, without any prior demand therefor and
 without an deductions or set-off whatsoever as fixed minimum rent:
      (a) The sum of Nine Hundred Dollars ($900.00) in advance upon the first
 day of each  calendar month  during the  period commencing  on the  eleventh
 month of the lease term and  ending on the last  day of the sixtieth  (60th)
 full calendar month during the lease term;

      If the term shall  commence upon a day  other than the  first day of  a
 calendar month, then  Tenant shall pay,  upon the commencement  date of  the
 term, as fixed minimum rent for said fractional month, a pro-rata portion of
 the fixed month rent described in the foregoing clause (a) prorated on a per
 diem  basis.  Tenant  shall,  notwithstanding  the foregoing,  deposit  with
 Landlord contemporaneously with the execution of  this lease a sum equal  to
 the fixed minimum rent due for the first full calendar month for which fixed
 minimum rent is due hereunder, which sum shall be credited against the fixed
 minimum rent due under this lease in the order in which such rent is due.

 SECTION 2.02.  INCREASED TAXES.
      (a) Landlord will  pay all  real estate taxes  which may  be levied  or
 assessed by any lawful  authority against the land  and improvements in  the
 Shopping Center.  If the amount of such real estate taxes levied or assessed
 during any calendar year (or other fiscal  year if the taxes are not  levied
 or assessed on a calendar year  basis) falling entirely or partially  during
 the term of this lease  exceed -0- per square  foot of the leased  premises,
 then Tenant shall pay to Landlord an additional rent an amount equal to  the
 excess per square  foot multiplied by  the number of  square feet of  leased
 premises (as set forth in section  1.01 and adjusted in accordance with  the
 last sentence of  this clause  (a)).  The  additional rent  for real  estate
 taxes shall be paid by Tenant within 30 days after Landlord's written notice
 to Tenant of the amount due, without regard to whether the notice is  served
 after the end of the lease term.  Tenant shall have the right to examine all
 such real estate tax bills on  written request.  Such additional rent  shall
 be adjusted on a pro rata basis if said calendar year (or other fiscal  year
 if the taxes are not levied or assessed  on a calendar year basis) does  not
 fall entirely within  the term  of this  lease.   For the  purposes of  this
 Section and  of the  computation  aforesaid, each  two  (2) square  feet  of
 basement or second  higher floor space  shall be counted  as one (1)  square
 foot.

      (b) The real estate taxes used  in calculating Tenant's obligation  for
 additional rent for each  calendar year shall be  those which are levied  or
 assessed for such calendar year, without regard to the calendar year  during
 which such taxes are due and  it being the intent  that Tenant pay all  real
 estate taxes attributable to  the leased premises and  not merely an  excess
 amount, liability for taxes shall commence.   Tenant share prorated on  real
 estate tax bill paid in 1987.  Tenant share  of said taxes equal to 3.75  of
 entire tax bills.  Payable, provided, however, that with respect to  special
 assessments of other special taxes payable in installments, the installments
 themselves, and all interest on such  special assessments of special  taxes,
 payable during such calendar year, shall be considered to be the taxes which
 are levied or assessed for such  calendar year, without regard to when  such
 special assessments or taxes were assessed or levied.

      (c) For  purpose hereof,  the term  "real estate  taxes" shall  include
 general and special  real estate  taxes and  special assessments,  including
 interest thereon, levied  or assessed against  the Shopping  Center, or  the
 rents therefrom,  and any  other taxes  for which  the Landlord  may  become
 liable by reason  of the  ownership, leasing  or operation  of the  Shopping
 Center (excluding, however, income taxes imposed on the Landlord unless such
 income taxes are in lieu of real estate taxes) and tax consultants' fees and
 expenses incurred by the Landlord in  attempting to reduce or minimize  real
 estate taxes.

      (d) Landlord shall  have the right  to estimate Tenant's  share of  the
 real estate taxes for such calendar year or fractional calendar year  during
 the term of this lease.  Upon Landlord's  notice to Tenant of the amount  of
 said estimate, Tenant shall pay to Landlord  on the first day of each  month
 thereafter during said calendar year or  fractional calendar year an  amount
 equal to the estimate of Tenant's share of said real estate taxes divided by
 the number  of  months  in  said  calendar  year  or  fractional  year,  the
 installment of such estimated taxes for each month of said calendar year  or
 fractional calendar  year prior  to service  of such  notice being  due  and
 payable within twenty days after service  of such notice.  If the  estimated
 payments on  account of  such taxes  for such  calendar year  or  fractional
 calendar year are less than the  Tenant's actual liability therefor,  Tenant
 shall pay  the deficiency  within  twenty days  of  the demand  therefor  by
 Landlord.   If the  estimated  payments are  in  excess of  Tenant's  actual
 liability, the excess shall be credited  against the estimated payments  for
 said subsequent calendar year or fractional calendar year or if there is  no
 subsequent calendar year or fractional calendar year during the term of this
 lease, Landlord shall promptly pay Tenant the excess.  No interest shall  be
 payable to Tenant on account of such estimated payments.

 SECTION 2.03.  ADDITIONAL RENT.
      The Tenant shall pay as additional  rent any money required to be  paid
 pursuant to  Sections  2.02 and  8.01,  and  all other  amounts  or  charges
 required to be paid by Tenant under this  lease, whether or not the same  be
 designated "additional rent", without any deduction or set-off whatsoever.

 SECTION 2.04.  PAST DUE RENT AND ADDITIONAL RENT.
      If Tenant shall fail to pay, when the same is due and payable, any rent
 or any additional rent, such unpaid amounts shall bear interest from the due
 date thereof to  the date of  payment at the  rate of  $25.00 plus  eighteen
 percent (-18%) per annum.  This penalty  does not take effect until 10  days
 after due date.

 SECTION 2.05.  PLACE OF PAYMENT.
      All payments of rent and other amounts due hereunder to Landlord  shall
 be paid to Rockford Investors Inc., 4304 Charles St., Rockford, IL 61108, or
 at such other place or to such other person as the Landlord may from time to
 time hereafter direct.


                                 ARTICLE III
             CONDITION, ALTERATION AND RELOCATION OF IMPROVEMENTS
                            AND ADDITIONS THERETO

 SECTION 3.01.  CONDITION OF THE PREMISES.
      Tenant has examined the leased premises  before signing this lease  and
 is satisfied  with the  condition  thereof, except  to  the extent  of  such
 alterations, improvements, additions, repairs,  decorating and cleaning,  if
 any, specifically provided for in this lease or any rider thereto.  Tenant's
 taking possession shall be  conclusive evidence as  against Tenant that  the
 leased premises were in  good order and  satisfactory condition when  Tenant
 took possession  hereunder.   No  promise  of Landlord  to  alter,  improve,
 repair, decorate  or clean  the  leased premises  or  the remainder  of  the
 Shopping Center, has been made by or on behalf of Landlord to Tenant, unless
 the same is specifically provided for in this lease or any rider hereto.

 SECTION 3.02.  CHANGES AND ADDITIONS TO BUILDINGS.
      Landlord hereby reserves the right at  any time to make alterations  or
 additions to and to  build additional stories on  the building in which  the
 premises are contained and  to other building in  or adjoining the  Shopping
 Center.  Landlord  also reserves the  right from time  to time to  construct
 other buildings or improvements in or  adjoining the Shopping Center and  to
 make alterations or additions thereto and to build additional stories on any
 such buildings or  improvements and  to construct  double-deck, elevated  or
 underground parking facilities.

 SECTION 3.03.  RIGHT TO RELOCATE.
      The purpose of the site plan attached hereto as Exhibit "A" is to  show
 the approximate  location of  the leased  premises.   Landlord reserves  the
 right at  any time  to  relocate, close  or  remove the  various  automobile
 parking areas, and  other common areas  shown on said  site plan.   Landlord
 also reserves the right at any time  to relocate the Tenant to a  comparable
 location in the Shopping Center, the cost of such relocation to be borne  by
 the Landlord.


                                  ARTICLE IV
                        CONDUCT OF BUSINESS BY TENANT

 SECTION 4.01.  USE OF PREMISES.
      Tenant shall  use  the  leased  premises  solely  for  the  purpose  of
 conducting the business of counseling service under the name of Alpine  Park
 Alcohol Services.    Tenant  shall  occupy  the  leased  premises  upon  the
 commencement of  the  term  of  this lease  and  shall,  after  opening  for
 business, conduct continuously  in the  leased premises  the business  above
 stated throughout the entire term  of this lease.   Tenant will not use,  or
 permit any other person to use,  the leased premises for any other  business
 or purpose.  Tenant shall not conduct catalogue sales in or from the  leased
 premises except of merchandise which Tenant  is permitted to sell "over  the
 counter" in or  at the leased  premises, pursuant to  the provisions of  the
 Section 4.01.  Tenant shall not manufacture, distribute, store, sell, use or
 give away fermented, alcoholic or other intoxicating liquor or beverages  on
 or from the leased premises at  any time nor permit  any other person so  to
 do.

 SECTION 4.02.  OPERATION OF BUSINESS.
      Tenant shall operate all of the leased premises during the entire  term
 of this lease in a first-class manner and with due diligence and  efficiency
 so as to produce all of the gross sales which may be produced by such manner
 of operation,  unless prevented  from doing  so  by causes  beyond  Tenant's
 control.   Subject to  inability by  reason of  strikes or  labor  disputes,
 Tenant shall carry at all times in  said premises a stock of merchandise  of
 such size, character and quality as shall be reasonably designed to  produce
 the maximum return  to Landlord and  Tenant.  Tenant  shall keep the  leased
 premises open for business during the days, nights and hours established  by
 the Landlord for all tenants in  the Shopping Center.  Tenant shall  install
 and maintain at all times display of merchandise in the display windows,  if
 any, of the  leased premises.   Tenant shall  keep the  display windows  and
 signs, if  any,  in  the  leased premises  well  lighted  during  the  hours
 established by the Landlord for all  tenants in the Shopping Center,  unless
 prevented by causes beyond the control of Tenant.  Tenant shall not  perform
 any acts or carry on any practices  which may injury the Shopping Center  or
 be a  nuisance or  menace to  other tenants  in the  Shopping Center  or  to
 persons within five hundred feet of  the boundaries of the Shopping  Center.
 No auction, fire,  liquidation or bankruptcy  sale may be  conducted in  the
 leased premises without the previous written consent of Landlord.

 SECTION 4.03.  COMPETITION.
      During the term of this lease neither Tenant nor (if a corporation) any
 of its shareholders, officers, or directors,  nor (if a partnership) any  of
 its general partners, shall directly or indirectly engage in any similar  or
 competing business within a radius of three miles from the outside  boundary
 of the Shopping Center.

 SECTION 4.04.  STORAGE, OFFICE SPACE.
      Tenant shall warehouse, store and/or stock in the leased premises  only
 such goods, wares  and merchandise as  Tenant intends to  offer for sale  at
 retail at, in, from or  upon the leased premises.   This shall not  preclude
 occasional emergency transfers of merchandise to the other store of  Tenant,
 if any, not located in  the Shopping Center.   Tenant shall use for  office,
 clerical or other non-selling purposes only such space in leased premises as
 is from time to time reasonably required for Tenant's business in the leased
 premises.


                                  ARTICLE V
                           OPERATION OF CONCESSIONS

 SECTION 5.01.  CONSENT OF LANDLORD.
      Tenant shall not  permit any  business to be  operated in  or from  the
 leased premises by any concessionaire or licensee without the prior  written
 consent of Landlord.


                                  ARTICLE VI
                               SECURITY DEPOSIT

 SECTION 6.01.  AMOUNT OF DEPOSIT.
      Tenant contemporaneously  with  the  execution  of  this  lease,  shall
 deposit  with  Landlord  the  sum  of  Two  Thousand  One  Hundred   Dollars
 ($2,100.00).  Said deposit shall be held by Landlord, without liability  for
 interest, as security  for the  faithful performance  by Tenant  of all  the
 terms, covenants, and conditions of this lease by said Tenant to be kept and
 performed during the term hereof.

 SECTION 6.02.  USE OF RETURN OF DEPOSIT.
      In the event of the failure  of Tenant to keep  and perform any of  the
 terms, covenants and conditions  of this lease to  be kept and performed  by
 Tenant, then the  Landlord, at its  option, may appropriate  and apply  said
 entire deposit, or so  much thereof as may  be necessary, to compensate  the
 Landlord for loss or  damage sustained or suffered  by Landlord due to  such
 breach on the part  of Tenant.   Should the entire  deposit, or any  portion
 thereof, be appropriated and applied by Landlord for the payment of  overdue
 rent or other  sums due and  payable to Landlord  by Tenant hereunder,  then
 Tenant shall,  upon  the written  demand  of Landlord,  forthwith  remit  to
 Landlord a sufficient amount in cash to restore aid security to the original
 sum deposited, and Tenant's failure to do so within five days after  receipt
 of such  demand shall  constitute a  breach of  this lease.   Should  Tenant
 comply with all of said terms, covenants and conditions and promptly pay all
 of the  rental herein  provided for  as it  falls due,  and all  other  sums
 payable by Tenant to Landlord hereunder,  said deposit shall be returned  in
 full to Tenant at  the end of the  term of this lease,  or upon the  earlier
 termination of this lease.

 SECTION 6.03.  TRANSFER OF DEPOSIT.
      Landlord may deliver  the funds deposited  hereunder by  Tenant to  the
 purchaser of Landlord's interest in the  leased premises, in the event  that
 such interest be sold, and thereupon  Landlord shall be discharged from  any
 further liability with respect to such deposit.


                                 ARTICLE VII
                 PARKING AND COMMON USE AREAS AND FACILITIES

 SECTION 7.01.  CONTROL OF COMMON AREAS BY LANDLORD.
      All automobile parking areas,  driveways, entrances and exits  thereto,
 and other facilities furnished by Landlord  in or near the Shopping  Center,
 including employee parking areas, truck way or ways, loading docks,  package
 pick-up stations,  pedestrian  sidewalks  and  ramps,  driveways,  retaining
 walls,  pedestrian  malls,  courts,  stairs,  landscaped  areas,   first-aid
 stations, comfort  stations and  other areas  and improvements  provided  by
 Landlord for the general use in  common of tenants, their officers,  agents,
 employees, customers and other  invitees, shall at times  be subject to  the
 exclusive control and management  of Landlord, and  Landlord shall have  the
 right from time to  time to establish, modify  and enforce reasonable  rules
 and regulations with respect to all  facilities and areas mentioned in  this
 Article.  Landlord shall have the  right to construct, maintain and  operate
 lighting facilities on all said areas and improvements; to police the  same;
 from time  to time  change  the area,  level,  location and  arrangement  of
 parking areas  and other  facilities hereinabove  referred to;  to  restrict
 parking by tenants, their officers, agents and employees or employee parking
 areas; to enforce  parking charges (by  operation of  meters or  otherwise),
 with appropriate provisions for free  parking ticket validating by  Tenants;
 to close  all or  any portion  of said  areas or  facilities temporarily  or
 permanently, for the purpose of constructing additional improvements or  for
 any other purpose; to discourage non-customer parking; and to do and perform
 such other acts in and to said areas and improvements as the Landlord  shall
 determine to be advisable.   Landlord will operate  and maintain the  common
 facilities referred to above in such  manner as Landlord shall determine  to
 be advisable.   Landlord  will operate  and maintain  the common  facilities
 referred to above in such discretion, Landlord shall have the full right and
 authority to  employ all  personnel and  to make  all reasonable  rules  and
 regulations pertaining  to  and  necessary  for  the  proper  operation  and
 maintenance of the common areas and facilities.

 SECTION 7.02.  LICENSE.
      All common areas and facilities not  within the leased premises,  which
 Tenant may be permitted to use and occupy, are to be used and occupied under
 a revocable license, and  if such areas be  diminished or altered,  Landlord
 shall not be subject to  any liability nor shall  Tenant be entitled to  any
 compensation or diminution or abatement of  rent, nor shall such  diminution
 of such areas be deemed constructive or actual eviction.


                                 ARTICLE VIII
                     COST OF MAINTENANCE OF COMMON AREAS

 SECTION 8.01.  TENANT TO BEAR PRO RATA SHARE OF EXPENSE.
      (a) Tenant will pay to Landlord,  in addition to the rentals  specified
 in Article II hereof, as further additional rent, subject to the  limitation
 hereinafter set forth a proportion of the Shopping Center's operating  cost,
 hereinafter defined, based (except in the case of utility service  included,
 pursuant to Section 12.01 as part  of the Shopping Center's operating  cost)
 upon the ratio of the square feet of the leased premises to the total square
 feet of all the building space leased in the Shopping Center except that for
 the purpose of  this computation  each two (2)  square feet  of basement  or
 second or higher floor space shall be counted as one square foot.  The space
 covered by this lease  represents 3.75% of the  leaseable building space  in
 the Shopping Center.
      (b) For  the  purpose  of  this  Section  8.01  the  Shopping  Center's
 operating cost means the  total cost and expense  incurred in operating  and
 maintaining the  common facilities,  hereinafter defined,  actually used  or
 available for use by Tenant and  the employees, agents, servants,  customers
 and other invitees of Tenant, excluding only items of expense commonly known
 and designated  as  carrying  charge, but  specifically  including,  without
 limitation, gardening  and landscaping,  the cost  of public  liability  and
 property damage insurance, repairs,  replacements, line painting,  lighting,
 sanitary control, removal of snow, trash, rubbish, garbage and other refuse,
 depreciation on machinery and equipment used  in such maintenance, the  cost
 of personnel to implement  such services, to direct  parking, and to  police
 the common facilities and ten percent of  all the costs included as part  of
 Shopping Center's operating cost to cover the Landlord's administrative  and
 overhead costs.  "Shopping Center's operating  cost" shall also include  the
 cost of repairing, maintaining, cleaning and  painting the exteriors of  the
 buildings in  the  Shopping Center  (other  than  the cost  of  the  repairs
 required to  be made  by the  individual tenants  of the  Shopping  Center).
 "Common Facilities" means all areas,  space, equipment and special  services
 provided by  Landlord  for  the common  or  joint  use and  benefit  of  the
 occupants  of  the  Shopping  Center,  their  employees,  agents,  servants,
 customers  and  other   invitees,  including,   without  limitation,   those
 facilities and  areas  specifically  enumerated in  the  first  sentence  of
 Section 7.01.

      (c) The additional rent provided to be paid in this Section 8.01  shall
 be computed on the basis  of period commencing and  ending on such dates  as
 may be designated  by Landlord, and  shall be paid  by Tenant promptly  upon
 receipt of periodic bills  therefor from Landlord  without any deduction  or
 set-off whatever.

      (d) Changes in any  particular floor area  occurring during any  period
 shall be effective on the first day  of the next succeeding period, and  the
 amount of the total floor area in effect  for the whole of any period  shall
 be the average  of the  total amounts in  effect on  the first  day of  each
 calendar month in such period.


                                  ARTICLE IX
                    FIXTURES, ALTERATIONS, LIENS AND SIGNS
 SECTION 9.01.  INSTALLATION BY TENANT.
      All  fixtures  installed   by  Tenant  shall   be  new  or   completely
 reconditioned.  Tenant shall not make  or cause to be made any  alterations,
 additions or improvements  or install  or cause  to be  installed any  trade
 fixture, exterior  signs, floor  covering,  interior or  exterior  lighting,
 plumbing fixtures, shades or awnings or make any changes to the store  front
 without first obtaining  Landlord's written approval  and consent.   If  the
 Landlord consents  to any  such work,  before commencement  of the  work  or
 deliver of any materials onto the leased premises, the Tenant shall  furnish
 the  Landlord  with  plans  and  specifications,  names  and  addresses   of
 contractors, copies of contracts, necessary permits and indemnifications  in
 form and amount satisfactory to Landlord and waivers of lien against any and
 all claims,  costs, damages,  liabilities and  expenses which  may arise  in
 connection with the work and, upon Landlord's request, Tenant shall  deposit
 with the Landlord funds,  or a bond satisfactory  to Landlord, to cover  the
 entire cost of  the work.   All work shall  be done in  a good,  workmanlike
 manner.  Whether the  Tenant first furnishes the  Landlord the foregoing  or
 not, the Tenant hereby  agrees to hold the  Landlord, its beneficiaries  and
 their partners and  the respective agents  and employees  of the  foregoing,
 harmless from any and  all liabilities of every  kind and description  which
 may arise out  of or be  connected in any  way with said  work.  The  Tenant
 shall pay the  cost of all  such work and  also the cost  of decorating  the
 premises occasioned by  such work.   Upon completing any  of such work,  the
 Tenant shall furnish the Landlord with contractors' affidavits and full  and
 final waivers of lien and receipted  bills covering all labor and  materials
 expended and used.   All work shall comply  with all insurance  requirements
 and with all  ordinances and regulations  and directives  of all  applicable
 governmental authorities.  The Tenant shall permit the Landlord to supervise
 construction operations  in  connection  with  such  work  if  the  Landlord
 requests to do so.

 SECTION 9.02.  REMOVAL AND RESTORATION BY TENANT.
      All additions,  hardware,  non-trade  fixtures  and  all  improvements,
 temporary or permanent, in or upon the leased premises, whether placed there
 by the Landlord, shall  unless the Landlord  requests their removal,  become
 the  Landlord's  property  and  shall  remain  upon  the  premises  at   the
 termination of this lease, by lapse of time or otherwise, or the termination
 of Tenant's  right to  possession of  the premises  without compensation  or
 allowance to credit  to the Tenant.   If, upon  the Landlord's request,  the
 Tenant does  not remove  said additions,  hardware, non-trade  fixtures  and
 improvements, the Landlord may remove the same and the Tenant shall pay  the
 cost of such removal to the Landlord  upon demand.  The Tenant shall  remove
 Tenant's furniture, machinery, safe or safes, trade fixtures and other items
 of personal property of every kind and description from the premise prior to
 the end  of the  term, however,  ended,  or the  end  of Tenant's  right  to
 possession of the  premises.  If  not so removed,  the Landlord may  request
 their removal, and if the Tenant does  not remove them, the Landlord may  do
 so and the Tenant shall pay  the cost of such  removal to the Landlord  upon
 demand.  If  the Landlord  does not request  their removal,  all such  items
 shall be conclusively presumed  to have been conveyed  by the Tenant to  the
 Landlord under  this lease  as a  bill of  sale without  further payment  of
 credit by  the Landlord  to the  Tenant.   Tenant hereby  grants Landlord  a
 security interest in all of  Tenant's furniture, machinery, trade  fixtures,
 inventory and  other  items  of personal  property  located  in  the  leased
 premises as  security  for Tenant's  obligations  under this  lease.    Upon
 request of  Landlord, Tenant  shall execute  and  deliver to  Landlord  such
 financing statements or other instruments as Landlord shall request in order
 to perfect Landlord's security interest.  Tenant may not, without Landlord's
 prior written consent, use such personal  property as security for  Tenant's
 obligations to any person other than Landlord.

 SECTION 9.03.  TENANT SHALL DISCHARGE ALL LIENS.
      Tenant shall  promptly pay  all contractors  and materialmen  so as  to
 minimize the possibility  of a lien  attaching to the  leased premises,  and
 should any  such  lien  be made  or  filed,  Tenant shall  bond  against  or
 discharge the same within ten days after written request by Landlord.

 SECTION 9.04.  SIGNS, AWNINGS AND CANOPIES.
      Tenant will  not place  or suffer  to be  placed or  maintained on  any
 exterior door, wall  or window of  the leased premises  and sign, awning  or
 canopy, or advertising matter or other thing of any kind, and will not place
 or maintain any decoration, lettering or advertising matter on the glass  of
 any window or door of the leased premises without first obtaining Landlord's
 written approval and consent.  Tenant further agrees to maintain such  sign,
 awning, canopy, decoration, lettering, advertising matter or other thing  as
 may be approved in good condition and repair at all times.


                                  ARTICLE X
                        MAINTENANCE OF LEASED PREMISES

 SECTION 10.01.  TENANT'S REPAIR OBLIGATIONS.
      Subject  to  the  Landlord's  obligations  specifically  set  forth  in
 Sections 10.02, 12.04, 17.01,  and 18.02, Tenant shall,  during the term  of
 this lease,  keep the  leased premises  and  all appurtenances  thereto  and
 equipment and  fixtures  therein (including,  without  limitation,  exterior
 entrances, ceilings,  floors,  all  glass and  show  window  mouldings,  all
 additions, improvements and alterations  made by Tenant  or by Landlord  for
 the specific benefit of Tenant, all partitions, doors, lighting, heating and
 plumbing  fixtures,  plumbing  pipes,  sewer  pipes,  electrical  lines  and
 outlets, escalators,  and  any  ventilating, heating  and  air  conditioning
 systems and  equipment)  in  good order,  condition  and  repair  (including
 reasonably periodic  painting  as  determined  by  Landlord)  and  make  all
 necessary maintenance, repairs,  and replacements  in connection  therewith.
 Tenant shall also cause the leased  premises to be adequately ventilated  in
 order to keep the leased premises and the remainder of the building of which
 the leased  premises are  a part  free  of smoke  and odors  resulting  from
 Tenant's business.

 SECTION 10.02.  LANDLORD'S REPAIR OBLIGATIONS.
      Landlord shall, during the  term of this  lease, repair the  foundation
 and the structural parts of the leased  premises and the roof.  If  Landlord
 is required  to  make  said  repairs  by reason  of  the  act,  omission  or
 negligence of Tenant, its agents, employees, invitees or contractors, or  if
 Landlord is required to  make such repairs to  any addition, improvement  or
 alternation made  by Tenant  or by  Landlord for  the specific  benefit o  f
 Tenant, Tenant shall reimburse  Landlord for the cost  of such repairs  plus
 twenty percent  thereof for  overhead, as  additional rent,  upon demand  of
 Landlord.  Landlord shall have no obligation to inspect the leased  premises
 to determine if such repairs are required.  Except as otherwise provided  in
 section 11.04, 17,01 and 18.02, the repair obligations of Landlord contained
 in this  Section  are  exclusive  of  all  other  repairs,  maintenance  and
 replacement obligations of Landlord.  Prior to commencing any work, the cost
 of which Tenant  is obligated to  reimburse Landlord,  Landlord may  request
 Tenant to deposit with Landlord a sum equal to such cost.

 SECTION 10.03.    LANDLORD'S RIGHT  TO  PERFORM TENANT'S  REPAIR  AND  OTHER
 OBLIGATIONS
      If Tenant fails  to maintain, repair  or replace  property as  required
 under this  lease to  the reasonable  satisfaction of  Landlord as  soon  as
 reasonably possible after written demand, or if Tenant fails to perform  any
 of its other obligations under this lease, Landlord may make such repairs or
 replacements  or  perform  such  maintenance  or  perform  any  such   other
 obligations without liability  to Tenant  for any  loss or  damage that  may
 accrue to Tenant's merchandise, fixtures, or  other property or to  Tenant's
 business by reason thereof,  and upon completion  thereof, Tenant shall  pay
 Landlord's costs in connection therewith  plus twenty percent for  overhead,
 upon presentation  of bill  therefor, as  additional rent.   Nothing  herein
 implies any  obligation  on the  part  of Landlord  to  perform any  of  the
 foregoing obligations of  Tenant.  Exercises  of Landlord's right  so to  do
 shall not release  Tenant of  any such obligation  or waive  any default  by
 Tenant.

 SECTION 10.04.  SURRENDER OF PREMISES.
      At the expiration of the tenancy hereby created, Tenant shall surrender
 the leased premises in good condition and repair, except for reasonable wear
 and tear damage by  insured casualty, and shall  surrender all keys for  the
 leased premises to Landlord at the place then fixed for the payment of  rent
 and shall inform Landlord of all combinations on locks, safes and vaults, if
 any, in the leased premises.  Tenant  shall repair any damage to the  leased
 premises caused by its removal of its personal property pursuant to  Section
 1.02.  Tenant's obligation to observe or perform this covenant shall survive
 the expiration or other termination of the term of this lease.

 SECTION 10.05.  RULES AND REGULATIONS.
      The rules and regulations attached to this lease are hereby made a part
 of this  lease, and  Tenant agrees  to  comply with  and observe  the  same.
 Tenant's failure  to  keep and  observe  said rules  and  regulations  shall
 constitute a breach of the terms of this lease as if the same were contained
 herein as  covenants.    Landlord  reserves the  right  from  time  to  time
 reasonably to amend or  supplement said rules and  regulations and to  adopt
 and promulgate additional reasonable rules and regulations applicable to the
 leased premises and the  Shopping Center.  Notice  of such additional  rules
 and regulations, and amendments and supplements,  if any, shall be given  to
 Tenant, and Tenant  agrees thereupon  to comply  with and  observe all  such
 rules and regulations and amendments thereto and supplements thereof.


                                  ARTICLE XI
                           INSURANCE AND INDEMNITS

 SECTION 11.01.  LIABILITY INSURANCE.
      Tenant shall, during  the entire term  hereof, keep in  full force  and
 effect a  policy of  public liability  and  property damage  insurance  with
 respect to the  leased premises,  and the  business operated  by Tenant  and
 those holding under Tenant in the leased premises under which the limits  of
 public liability for personal injuries shall  be not less than $500,000  and
 under which the property damage liability  shall be not less than  $100,000.
 The policy  shall insure  Tenant's contractual  indemnifications under  this
 lease.  The policy shall name Landlord, its beneficiaries and their partners
 and the  respective agents  and employees  of the  foregoing and  Tenant  as
 insureds and shall  contain a  clause that the  insurer will  not cancel  or
 change the insurance  without first giving  the Landlord  thirty days  prior
 written notice.  The insurance shall  be with an insurance company  approved
 by Landlord and  a copy  of the  policy or  a certificate  thereof shall  be
 delivered to  Landlord prior  to Tenant's  taking possession  of the  leased
 premises and a copy  of each new  policy or a  certificate thereof shall  be
 delivered to Landlord not less than  thirty days prior to the expiration  of
 each existing policy.   Landlord shall have the  right to require Tenant  to
 increase the foregoing amounts if Landlord considers them inadequate.

 SECTION 11.02.  FIRE INSURANCE PREMIUM.
      Tenant agrees that it will not keep, use, sell or offer for sale in  or
 upon the leased premises any article which may be prohibited by the standard
 form of  fire  insurance policy.    Tenant agrees  to  pay any  increase  in
 premiums for fire and extended coverage insurance that maybe charged  during
 the term of this lease on the amount of such insurance which may be  carried
 by Landlord on  said premises  or the  building of  which they  are a  part,
 resulting from  the  type  of  merchandise sold  by  Tenant  in  the  leased
 premises, whether or not Landlord has consented to the same.  In determining
 whether increased premiums  are the  result of  Tenant's use  of the  leased
 premises, a schedule, issued by the  organization making the insurance  rate
 on the leased premises, showing the  various components of such rate,  shall
 be conclusive evidence of  the several items and  charges which make up  the
 fire insurance rate on the leased premises.
      In the event Tenant's occupancy causes any increase of premium for  the
 fire, boiler  and/or casualty  rates  on the  leased  premises or  any  part
 thereof above the  rate for the  least hazardous type  of occupancy  legally
 permitted in  the  leased premises,  the  Tenant shall  pay  the  additional
 premium on the  fire, boiler and/or  casualty insurance  policies by  reason
 thereof.  The tenant also shall pay in such event, any additional premium on
 the rent  insurance policy  that may  be  carried by  the Landlord  for  its
 protection against  rent  loss through  fire.   Bills  for  such  additional
 premiums shall be rendered  by Landlord to Tenant  at such time as  Landlord
 may elect, and shall be due from, and payable by, Tenant when rendered,  and
 the amount thereof shall be deemed to be, and be paid as, additional rent.
      If the premiums for  fire and extended  coverage insurance, boiler,  if
 any, liability and other insurance (excluding rent insurance) maintained  by
 Landlord with respect to the buildings in the Shopping Center exceed   cents
 per square foot  of leased premises,  then Tenant shall  pay to Landlord  as
 additional rent, within thirty days from receipt of a bill from Landlord, an
 amount equal  to the  excess per  square foot  multiplied by  the number  of
 square feet of leased premises (as set forth in Section 1.01 and adjusted in
 accordance with the last sentence of clause (a) of Section 2.02).

 SECTION 11.03.  INDEMNIFICATION OF LANDLORD.
      Tenant shall, to the full extent permitted by law, indemnify  Landlord,
 its beneficiaries,  their  partners and  the  agents and  employees  of  the
 foregoing, and  save them  harmless from  and against  any and  all  claims,
 actions, damages,  liability and  expense (including  reasonable  attorneys'
 fees) in connection  with loss  of life,  personal injury  and/or damage  to
 property arising from or  out of any  occurrence in, upon  or at the  leased
 premises, or the occupancy or  use by Tenant of  the leased premises or  any
 part thereof, or  occasioned wholly or  in part by  any act  or omission  of
 Tenant, its agents, contractors, employees, subtenants, licensees,  invitees
 or concessionaires, or occasioned by any violation of any law, ordinance  or
 regulation applicable to Tenant's use or occupancy of the leased premises of
 the use or occupancy of anyone holding under Tenant.  In case Landlord,  its
 beneficiaries, their  partners or  any of  the agents  or employees  of  the
 foregoing shall,  without  fault  on  its  part, be  made  a  party  to  any
 litigation commenced by  or against Tenant,  then Tenant  shall protect  and
 hold Landlord, its beneficiaries, their partners and the agents or employees
 of the foregoing, harmless and shall pay all costs, expenses and  reasonable
 attorneys' fees  incurred  or paid  by  Landlord, its  beneficiaries,  their
 partners or any of  the agents or employees  of the foregoing in  connection
 with such  litigation.   Tenant  shall  also  pay all  costs,  expenses  and
 reasonable attorneys'  fees that  may be  incurred or  paid by  Landlord  in
 enforcing, or attempting to  enforce, the covenants  and agreements in  this
 lease.  The foregoing indemnifications shall not limit the generality of any
 other indemnification of Tenant contained in this lease.

 SECTION 11.04.  PLATE GLASS.
      Landlord shall replace, at the expense of the Tenant, any and all plate
 and other glass damaged or broken from any cause whatsoever in and about the
 leased premises.    Landlord  may insure,  and  keep  insured,  at  Tenant's
 expense, all plate and  other glass in  the leased premises  for and in  the
 name of Landlord.   Bills  for the premiums  therefor shall  be rendered  by
 Landlord to Tenant at such times as Landlord may elect, and shall be paid by
 Tenant when rendered as additional rent.

 SECTION 11.05.  CONTENTS AND IMPROVEMENTS AND BETTERMENTS INSURANCE.
      Tenant shall at all times keep all of its personal property located  in
 the leased premises and the additions,  alterations and improvements to  the
 leased premises  which it  has made  insured for  the full  insurable  value
 thereof under an all-risk  policy.  Upon request  of Landlord, Tenant  shall
 promptly furnish Landlord with the policy or a certificate thereof.
 SECTION 11.06.  MUTUAL WAIVER OF RIGHTS OF SUBROGATION.
      Whenever (a) any  loss, cost, damage  or expense  resulting from  fire,
 explosion or any other casualty or  occurrence is incurred by either of  the
 parties to this lease in connection  with the leased premises, and (b)  such
 party is then covered in whole or in part by insurance with respect to  such
 loss, cost, damage or expense, then the party so insured hereby releases the
 other party from any liability the other  party may have on account of  such
 loss, cost, damage or  expense to the extent  of the net insurance  proceeds
 recovered (after  deducting all  costs  and expenses,  including  reasonable
 attorneys' fees, incurred in such recovery) by reason of such insurance  and
 waives any right of subrogation which might otherwise exist in or accrue  to
 any person on account thereof, provided  that such release of liability  and
 waiver of the right of subrogation shall not be operative in any case  where
 the effect thereof is to invalidate such insurance coverage or increase  the
 cost thereof.

 SECTION 11.07.  WAIVER.
      To the  full extent  permitted by  law, Tenant  releases Landlord,  its
 beneficiaries and their partners and the respective agents and employees  of
 the foregoing, from and waives all claims for damages to person or  property
 sustained by Tenant or  any occupant of the  leased premises resulting  from
 the leased  premises  or  any other  part  of  the Shopping  Center  or  any
 equipment or  appurtenance becoming  out of  repair, or  resulting from  any
 accident in or about  the Shopping Center  resulting directly or  indirectly
 from any act or omission of any  tenant or occupant of the Shopping  Center,
 or  their  invitees,   or  any   other  person,   including  Landlord,   its
 beneficiaries and their partners or the agents, employees or contractors  of
 any of the foregoing.   This Section 11.05  shall apply especially, but  not
 exclusively, to the flooding of basements  or other subsurface areas and  to
 damage  caused  by  refrigerators,  sprinkling  devices,  air   conditioning
 apparatus, water,  snow,  frost,  steam, excessive  heat  or  cold,  falling
 plaster, broken glass,  sewage, gas,  odors, or  noise, or  the bursting  or
 leaking of pipes or plumbing fixtures.   If any such damage, whether to  the
 leased premises  or Shopping  Center  or any  part  thereof, or  whether  to
 Landlord or to any other tenants in the Shopping Center, result from any act
 or omission  of Tenant,  Landlord may,  at Landlord's  expense, repair  such
 damage and  Tenant  shall,  upon  demand  by  Landlord,  reimburse  Landlord
 forthwith for the  total cost of  repairs, plus twenty  percent thereof  for
 overhead.  All property belonging to Tenant or any occupant of the  premises
 that is in the premises or any part of the Shopping Center shall be there at
 the risk of Tenant or  other person only, and  Landlord shall not be  liable
 for damage thereto or theft or misappropriation thereof.

 SECTION 11.08.  RENT INSURANCE.
      Tenant shall pay Landlord, as additional rent, within thirty days  from
 the receipt of  a bill  from Landlord, a  sum equal  to the  portion of  the
 Landlord's rent insurance  premiums allocable to  the rents  due under  this
 lease.


                                 ARTICLE XII
                                  UTILITIES

 SECTION 12.01.  UTILITY CHARGES.
      Tenant shall be solely responsible for and promptly pay all charges for
 heat, water, gas, electricity or any  other utility used or consumed in  the
 leased premises.   Should Landlord  elect to  supply the  heat, water,  gas,
 electricity or any other  utility used or consumed  in the leased  premises,
 Tenant agrees to purchase  and pay for  the same as  additional rent at  the
 applicable rates filed by the Landlord with the proper regulatory authority.
 In no event shall Landlord be liable  for an interruption or failure in  the
 supply of such utilities to the leased premises.   In the event there is  no
 separate meter for the leased premises  for any utility service, the  common
 charges for said  utility service  will be  added to  the Shopping  Center's
 operating cost and,  notwithstanding clause (a)  of Section 8.01,  equitably
 apportioned by Landlord to the tenants that use said utility service.


                                 ARTICLE XIII
                    ESTOPPEL CERTIFICATE AND SUBORDINATION

 SECTION 13.01.  ESTOPPEL CERTIFICATE.
      Tenant agrees at any time and from time to time, upon not less than ten
 days prior written request by Landlord, to execute, acknowledge and  deliver
 to Landlord a statement in writing certifying that this lease is  unmodified
 and in full force and effect (or if there have been modifications, that  the
 same  is  in   full  force  and   effect  as  modified,   and  stating   the
 modifications), and the date to which the rental and other charges have been
 paid in advance, if any, and certifying as to such other matters as Landlord
 shall reasonably request, it being intended  that any such statement may  be
 relied upon  by  any prospective  purchaser  or mortgagee  of  the  Shopping
 Center.

 SECTION 13.02.  SUBORDINATION AND ATTORNMENT.
      Tenant agrees  that Tenant's  rights under  this  lease are  and  shall
 always be  subject  and  subordinate to  all  ground  or  underlying  leases
 affecting the Shopping Center, or any part  thereof, and to the lien of  any
 mortgage or mortgages  or trust  deeds now or  from time  to time  hereafter
 placed upon the Shopping  Center or any part  thereof, and to any  renewals,
 extensions, modifications  or consolidations  thereof, and  to all  advances
 hereafter made from time to  time upon the security  thereof.  If any  first
 mortgagee or trustee under  a trust deed,  elects at any  time prior to  the
 institution of foreclosure  proceedings to cause  Tenant's interest in  this
 lease to be superior to the interest of such mortgage or trust deed  whether
 this lease was  executed before  or after such  mortgage or  trust deed,  in
 which event Tenant shall attorn to  the purchaser upon any foreclosure  sale
 resulting  from  such  foreclosure  proceedings  and  shall  recognize  such
 purchaser as Landlord under this lease to the same extent and effect as  the
 original Landlord hereunder.

 SECTION 13.03.  ATTORNEY-IN-FACT.
      The Tenant,  upon  request of  any  party in  interest,  shall  execute
 promptly such instruments or certificates to carry out the intent of Section
 13.02.  The Tenant hereby irrevocably appoints any partner of the Landlord's
 beneficiaries as  attorney-in-fact  for  the  Tenant  with  full  power  and
 authority to  execute  and  deliver in  the  name  of the  Tenant  any  such
 instruments, the Tenant shall not have executed the same, the Landlord  may,
 at its option, cancel this lease without incurring any liability on  account
 thereof, and the term hereby granted is expressly limited accordingly.


                                 ARTICLE XIV
                          ASSIGNMENT AND SUBLETTING

 SECTION 14.01.  CONSENT REQUIRED.
      Tenant will not assign this lease in  whole or in part, nor sublet  all
 or any part  of the leased  premises, without the  prior written consent  of
 Landlord in  each  instance.   Any  assignment or  subletting  without  such
 consent shall  be invalid  and of  no  force and  effect.   The  consent  by
 Landlord to any assignment  or subletting shall not  constitute a waiver  of
 the necessity for such consent to  any subsequent assignment or  subletting.
 This prohibition  against  assigning or  subletting  shall be  construed  to
 include a prohibition against any assignment  or subletting by operation  of
 law.  If  this lease  be assigned, or  if the  leased premises  or any  part
 thereof be sublet  or occupied by  anybody other than  Tenant, Landlord  may
 collect rent from the  assignee, sub-tenant or occupant,  and apply the  net
 amount collected  to  the rent  herein  reserved, but  no  such  assignment,
 subletting, occupancy  or  collection  shall be  deemed  a  waiver  of  this
 covenant, or  the  acceptance of  the  assignee, sub-tenant  or  occupant  a
 tenant, or a release of Tenant from the further performance by Tenant of the
 terms, covenants  and conditions  on the  part of  Tenant herein  contained.
 Notwithstanding any assignment or sublease, Tenant shall remain fully liable
 on this lease and shall  not be released from  performing any of the  terms,
 covenants and conditions of this lease.
 SECTION 14.02.  VOTING CONTROL OF TENANT.
      If Tenant is a corporation or a  partnership and if at any time  during
 the term of this lease the person or persons who presently own or control  a
 majority of its voting shares or general partnership interests, as the  case
 may be,  case  to own  or  control a  majority  of such  shares  or  general
 partnership interests, Tenant shall promptly  notify Landlord in writing  of
 such change, and Landlord  may terminate this lease  at any time after  such
 change in ownership or  control by giving Tenant  ninety days prior  written
 notice of such termination.


                                  ARTICLE XV
                       WASTE, GOVERNMENTAL REGULATIONS

 SECTION 15.01.  WASTE OR NUISANCE.
      Tenant shall not commit  or suffer to be  committed any waste upon  the
 leased premises or any nuisance or other act or thing which may disturb  the
 quiet enjoyment of  any other tenant  in the Shopping  Center, or which  may
 disturb the quiet enjoyment  of any person within  five hundred feet of  the
 boundaries of the Shopping Center.

 SECTION 15.02.  GOVERNMENTAL REGULATIONS.
      Tenant shall, at Tenant's sole cost and expense, comply, and cause  the
 leased premises  to comply,  with all  of the  requirements of  all  county,
 municipal, state, federal and other applicable governmental authorities, now
 in force,  or which  may hereafter  be in  force, pertaining  to the  leased
 premises, keep the leased  premises equipped with  all safety equipment  and
 faithfully observe  in the  use of  the premises  all municipal  and  county
 ordinances and  state  and  federal  statutes now  in  force  or  which  may
 hereafter be in force.   Tenant shall  also, at its  sole cost and  expense,
 procure and maintain any and all licenses and permits which may be necessary
 for the carrying on of its business.


                                 ARTICLE XVI
                      ADVERTISING, MERCHANTS ASSOCIATION

 SECTION 16.01.  CHANGE OF NAME.
      Tenant agrees  not  to  change the  advertised  name  of  the  business
 operated in the leased premises without the written consent of Landlord.

 SECTION 16.02.  SOLICITATION OF BUSINESS.
      Tenant and Tenant's employees and agents shall not solicit business  in
 the parking or other common areas, nor shall Tenant distribute any handbills
 or other advertising matter in or on automobiles parked in the parking  area
 or in other common areas.

 SECTION 16.03.  MERCHANTS' ASSOCIATION.
      The Tenant will become a member of, participate fully in, and remain in
 good standing in the  Merchants' Association (as soon  as the same has  been
 formed) limited to tenants  occupying premises in  the Shopping Center,  and
 abide by the regulations of such Association.  Each member tenant shall have
 one vote and the Landlord shall also have one vote in the operation of  said
 Association.  The  objects of  such Association  shall be  to encourage  its
 members to deal fairly and courteously  with their customers, to sell  their
 merchandise  or  services  at  fair  prices,  to  follow  ethical   business
 practices, to assist  the business of  the tenants by  sales promotions  and
 center-wide advertising, and in particular to help the interests of  members
 of said  Association.    The  Tenant  agrees to  pay  minimum  dues  to  the
 Merchants' Association in the  amount of $-0- per  month (calculated on  the
 basis of $-0- per square foot per year of the area of the leased  premises),
 subject, however, to adjustments, approved by a majority vote of the members
 of the Association.  If the Shopping  Center has not yet opened, the  Tenant
 also agrees to pay to the  Merchants' Association an initial assessment,  in
 addition to the  foregoing dues, in  the amount of  $-0- (calculated on  the
 basis of $-0- per square foot  of the area of  the leased premises) for  the
 purposes of defraying the  promotional and public  relations expenses to  be
 incurred by the Merchants' Association in connection with the joint  opening
 of the Shopping Center.


                                 ARTICLE XVII
                                 DESTRUCTION

 SECTION 17.01.  DESTRUCTION OF LEASED PREMISES.
      If the  leased premises  shall  be damaged  by  fire or  other  insured
 casualty, but are  not thereby rendered  untenantable in whole  or in  part,
 Landlord shall at its own expense cause such damage to be repaired, and  the
 fixed minimum  rent meanwhile  shall be  abated  proportionately as  to  the
 portion of the  premises rendered untenantable.   If the  premises shall  be
 rendered wholly  untenantable by  reason of  such occurrence,  the  Landlord
 shall at its own  expense cause such  damage to be  repaired, and the  fixed
 minimum rent meanwhile shall be abated  until the leased premises have  been
 restored  and  rendered  tenantable,  or  Landlord  may,  at  its  election,
 terminate this lease and the tenancy hereby created by giving to Tenant five
 days prior written notice of Landlord's election so to do which notice shall
 be given,  if at  all, within  the sixty  days following  the date  of  said
 occurrence, and in event of such  termination, rent shall be adjusted as  of
 the date of said occurrence.  Nothing in this Section shall be construed  to
 permit the  abatement  in whole  or  in part  of  the percentage  rent,  the
 computation of percentage rent shall be based upon the revised fixed minimum
 rent as the  same may  be abated pursuant  to this  Section 17.01.  Landlord
 shall, notwithstanding the  foregoing provisions  of this  Section, have  no
 obligation to repair improvements, additions  or alterations made by  Tenant
 and Landlord's  obligation  to repair  shall  be subject  to  obtaining  all
 necessary governmental approval and permits.

 SECTION 17.02.  DESTRUCTION OF SHOPPING CENTER.
      In the event that twenty-five percent  or more of the rentable area  of
 the Shopping Center shall be damaged or destroyed by fire or other casualty,
 notwithstanding that the leased premises may  be unaffected by such fire  or
 other casualty, Landlord  may terminate this  lease and  the tenancy  hereby
 created by giving  to Tenant five  days prior written  notice of  Landlord's
 election so to do which notice shall be  given, if at all, within the  sixty
 days following the date of said occurrence.  Rent shall be adjusted (subject
 to any  adjustment required  under Section  17.01) as  of the  date of  such
 termination.


                                ARTICLE XVIII
                                EMINENT DOMAIN
 SECTION 18.01.  TOTAL CONDEMNATION OF LEASED PREMISES.
      If the whole of the leased  premises shall be acquired or condemned  by
 eminent domain for any public or quasi-public use or purpose, then the  term
 of this lease shall cease and terminate as of the date Tenant is required to
 surrender possession of the premises.  Rent shall be adjusted as of the date
 of such termination.

 SECTION 18.02.  PARTIAL CONDEMNATION OF LEASED PREMISES.
      If any part of  the leased premises shall  be acquired or condemned  as
 aforesaid, and in the event that  such partial taking or condemnation  shall
 render the leased premises unsuitable for  the business of the Tenant,  then
 the term of this lease shall  cease and terminate as  of the date Tenant  is
 required to surrender possession of the premises.  Rent shall be adjusted as
 of the  date of  such termination.   In  the event  of a  partial taking  or
 condemnation which is not extensive enough to render the premises unsuitable
 for the business  of the Tenant,  then Landlord shall  promptly restore  the
 leased premises to a  condition comparable to its  condition at the time  of
 such condemnation less the portion lost in the taking, and this lease  shall
 continue in full  force and effect  except that there  shall be  a pro  rata
 reduction of the fixed minimum rent and those items of additional rent which
 are based on the number of square feet of leased premises.

 SECTION 18.03.  TOTAL CONDEMNATION OF PARKING AREA.
      If the whole of the common  parking areas in the Shopping Center  shall
 be acquired or  condemned as aforesaid,  then the term  of this lease  shall
 cease and terminate as of the date  possession of such areas is required  to
 be surrendered unless Landlord shall take  immediate steps to provide  other
 parking facilities with a  ratio of square feet  of parking areas to  square
 feet of sales area in all of the Shopping Center buildings of not less  than
 two to one, and such other parking facilities shall be provided by  Landlord
 at its own expense within ninety days from the date possession of the common
 parking areas is  required to be  surrendered.  In  the event that  Landlord
 shall provide such other parking facilities, then this lease shall  continue
 in full force and effect without any reduction or abatement of rent.  In the
 event of termination of this lease  as aforesaid, rent shall be adjusted  as
 of the date of said termination.

 SECTION 18.04.  PARTIAL CONDEMNATION OF PARKING AREA.
      If any  part  of the  parking  area in  the  Shopping Center  shall  be
 acquired or condemned as aforesaid, and  if, as a result thereof, the  ratio
 of square feet of parking area  to square feet of sales  area in all of  the
 Shopping Center buildings remaining  after such acquisition or  condemnation
 is reduced to a ratio below  two to one, then the  term of this lease  shall
 cease and terminate upon the date possession of such areas is required to be
 surrendered,  unless  the  Landlord   shall  take  immediate  steps   toward
 increasing the parking ratio to a ratio of  two to one, in which event  this
 lease shall be unaffected  and remain in full  force and effect without  any
 reduction or abatement of rent.   In event of  termination of this lease  as
 aforesaid, rent shall be adjusted as of the date of said termination.

 SECTION 18.05.  CONDEMNATION OF SHOPPING CENTER BUILDINGS.
      In the event that twenty-five percent  or more of the rentable area  of
 the Shopping Center buildings shall be  acquired or condemned as  aforesaid,
 then, regardless of whether any portion of the parking area in the  Shopping
 Center is acquired or condemned, Landlord  shall have the right, by  serving
 Tenant with written  notice thereof  within thirty  days after  the date  of
 surrender, to terminate this Lease as of the date possession is required  to
 be surrendered.   In the event  of termination of  this Lease as  aforesaid,
 rent shall be adjusted as of the date of said termination.

 SECTION 18.06.  DAMAGES.
      In the event of any condemnation or taking as aforesaid, whether  whole
 or partial, the  Tenant shall  have no claim  against Landlord  as a  result
 thereof and shall not  be entitled to any  part of the  award paid for  such
 condemnation and  Landlord is  to receive  the full  amount of  such  award,
 whether payable as compensation for diminution in value of the leasehold  or
 to the fee of the leased  premises, the Tenant hereby expressly waiving  any
 right or claim to any part  thereof, provided, however, that, to the  extent
 Landlord's award is not thereby diminished,  Tenant shall have the right  to
 claim and recover from the condemning authority, but not from Landlord, such
 compensation as  may  be separately  awarded  or recoverable  by  Tenant  in
 Tenant's own right on account of any and all damage to Tenant's business  by
 reason of the  condemnation and for  or on account  of any cost  or loss  to
 which Tenant  might  be put  in  removing Tenant's  merchandise,  furniture,
 fixtures, leasehold improvements and equipment.


                                 ARTICLE XIX
                              DEFAULT OF TENANT

 SECTION 19.01.  INSOLVENCY OF TENANT.
      If any involuntary petition or similar  pleading is filed in any  court
 under any section of the federal  Bankruptcy Act seeking to declare  Tenant,
 or an  guarantor ("guarantor")  of Tenant's  obligations under  this  lease,
 bankrupt or seeking  a plan of  reorganization for Tenant  or any  guarantor
 under the Bankruptcy Act and such  petition or pleading is not withdrawn  or
 denied within thirty days after its  filing or if any voluntary petition  or
 pleading is filed in any court  under any section of the federal  Bankruptcy
 Act seeking to declare Tenant or any guarantor bankrupt or seeking a plan of
 reorganization or arrangement for Tenant or  any guarantor, then and in  any
 such event, Landlord may, if Landlord  so elects but not otherwise,  without
 any notice  whatsoever,  and  with  or without  entry  or  other  action  by
 Landlord,  forthwith  terminate  this  lease.    Notwithstanding  any  other
 provisions of this lease, Landlord shall forthwith upon such termination  be
 entitled to recover immediately from Tenant liquidated damages in an  amount
 equal to  the entire  amount  of fixed  minimum  rent, percentage  rent  and
 additional rent for the shorter of the following periods: (a) the  remainder
 of the term following such termination, or  (b) one year (or three years  if
 permitted by the Federal Bankruptcy Act) commencing on the date of surrender
 of the  leased premises  to Landlord  or the  date of  reentry by  Landlord,
 whichever occurs first, plus all unpaid fixed minimum rent, percentage rent,
 and additional rent and  any other sums  owed by Tenant  to Landlord at  the
 time of such  termination.   Notwithstanding the  foregoing, Landlord  shall
 have the right to prove and obtain, as liquidated damages by reason of  such
 termination, an amount equal to the  maximum allowed by any statute or  rule
 of law in effect at the time  when, and governing the proceedings in  which,
 such damages are to be proved whether or not such amount is greater than the
 amount of liquidated damages set forth above.  The percentage and additional
 rent payable by Tenant under this Section subsequent to termination shall be
 computed at the same  annual rate as the  average annual rate of  percentage
 and additional rent payable during the  preceding three full calendar  years
 or from  the commencement  of the  lease term  to the  time of  termination,
 whichever period is shorter.

 SECTION 19.02.  DEFAULT OF TENANT.
      If any one or more of the  following events shall occur: (a) if  Tenant
 shall default in the  prompt and full performance  of any provision of  this
 lease (except  the  payment  of  fixed  minimum  rent,  percentage  rent  or
 additional rent or the submission of  quarterly or annual reports,  pursuant
 to Section 3.02),  and such default  continues for a  period of twenty  days
 after notice thereof to Tenant and  Tenant shall not, within such period  of
 twenty days, commence with diligence to cure such default or if Tenant shall
 within such period commence  with diligence to cure  such default and  shall
 thereafter fail to prosecute the curing  of such default with diligence;  or
 (b) if Tenant shall default in the payment of fixed minimum rent, percentage
 rent or additional  rent, and such  default continues for  a period of  five
 days; or (c) if Tenant  or any guarantor, shall  make an assignment for  the
 benefit of creditors, admit its inability  to pay its debts, or shall  enter
 into an extension or compositions or  similar agreement with its  creditors;
 or (d) if a receiver,  trustee or custodian is  appointed for Tenant or  any
 guarantor or any substantial part of its assets or for its leasehold estate,
 or if any  department of  the state or  federal government,  or any  officer
 thereof, shall take possession of the business or property of Tenant or  any
 guarantor; or (e) the leasehold estate of Tenant or any guarantor is  levied
 upon under execution or attached by process of law, and such levy shall  not
 be vacated within thirty  days after the  levy; then and  in any such  event
 Landlord may, if Landlord  so elects but not  otherwise, without any  notice
 whatsoever and with  or without entry  or other action  by Landlord,  either
 forthwith terminate  this lease  and Tenant's  right  to possession  of  the
 leased premises,  or, without  terminating this  lease, forthwith  terminate
 Tenant's right  to possession  of the  leased  premises.   Tenant  expressly
 waives the service of any demand for  the payment of rent or for  possession
 and the service of any notice of Landlord's election to terminate this lease
 or Tenant's right to  possession of the leased  premises or to re-enter  the
 leased  premises,  including  any  and  every  form  of  demand  and  notice
 prescribed by any statute  or other law, but  excluding the notice  required
 under clause (a) of Section 19.02.

 SECTION 19.03.  LANDLORD'S RIGHTS ON TERMINATION OF LEASE.
      Upon any  termination  of this  lease,  whether  by lapse  of  time  or
 otherwise, or upon any termination of  Tenant's right to possession  without
 termination of  this lease,  Tenant shall  surrender possession  thereof  to
 Landlord and Tenant hereby grants to Landlord full and free license to enter
 into and upon the leased premises in  such event with or without process  of
 law and to repossess the leased premises as of Landlord's former estate  and
 to expel or remove Tenant and any others  who may be occupying or be  within
 the leased premises and to remove any and all property therefrom, using such
 force as may  be necessary,  without being deemed  in any  manner guilty  of
 trespass, eviction or forcible entry or detainer, and without  relinquishing
 Landlord's rights to  rent or any  other right of  Landlord hereunder or  by
 operation of law.
      If Landlord elects, pursuant to Section 19.02 to terminate this  lease,
 Landlord shall be  entitled to  recover immediately  from Tenant  liquidated
 damages in an amount equal to the  present value of all fixed minimum  rent,
 percentage rent and additional rent reserved hereunder for the remainder  of
 the term following such termination (discounted at the rate of 4% per  annum
 and computed in accordance with the last sentence of Section 19.01) plus all
 unpaid fixed minimum  rent, percentage rent  and additional  rent and  other
 sums then  owed by  Tenant to  Landlord  at the  time of  such  termination;
 provided, however, that from and after the full payment to Landlord of  such
 liquidated damages, Landlord shall refund to  Tenant at the time of  receipt
 an amount equal to the total of the fixed minimum rent, percentage rent  and
 additional rent received by  Landlord for said  calendar year or  fractional
 calendar year upon  any such  reletting of the  leased premises,  but in  no
 event shall such  refund exceed  the amount paid  by Tenant  to Landlord  on
 account of the fixed minimum rent,  percentage rent and additional rent  for
 said calendar year or fractional calendar year.

 SECTION 19.04.  LANDLORD'S RIGHTS ON TERMINATION OF POSSESSION.
      If Landlord elects,  pursuant to Section  19.02, to terminate  Tenant's
 right to possession  only, without terminating  the leas,  Landlord may,  at
 Landlord's option,  enter the  leased premises,  remove Tenant's  signs  and
 other evidences  of tenancy,  and take  and hold  possession thereof  as  in
 Section 19.03 provided, without such  entry and possession terminating  this
 lease or rent  and additional rent  for the full  scheduled term hereof,  or
 from any  other  obligation  of Tenant  hereunder.    Without  limiting  the
 generality of the  foregoing, if Landlord  shall relet  the leased  premises
 upon termination  of Tenant's  right to  possession as  provided in  Section
 19.05, Tenant  shall be  entitled to  a credit  against the  total of  fixed
 minimum rent, percentage rent and additional rent for each calendar year  or
 fractional calendar year during the scheduled term, equal to the amount, but
 in no event more than the amount that  Tenant is required to pay on  account
 of the total  of such  fixed minimum  rent, percentage  rent and  additional
 rent, it  being understood  that Tenant  shall not  be entitled,  by way  of
 refund, credit or otherwise, to any surplus arising from any such reletting.

 SECTION 19.05.  RELETTING.
      Upon and  after  Landlord's  entry into  possession  with  our  without
 termination of this  lease, Landlord  may, but  need not,  relet the  leased
 premises, or any part thereof, to any person, firm or corporation other than
 Tenant for such rent, for such term and upon such conditions as Landlord, in
 its sole judgment,  shall determine and  Landlord shall not  be required  to
 accept any tenant offered by Tenant or to observe any instructions given  by
 Tenant concerning such reletting.  In any case, Landlord may incur  expenses
 for repairs, alterations, improvements, additions  and decorations of or  to
 the leased premises to the extent deemed necessary or desirable by  Landlord
 for the purpose of  reletting the leased premises.   All such expenses  plus
 all brokers'  commissions  and  attorneys'  fees  incurred  by  Landlord  in
 connection with any reletting  of the leased  premises shall, regardless  of
 whether this  lease or  Tenant's right  to  possession only,  is  terminated
 forthwith be paid by Tenant to Landlord upon demand.

 SECTION 19.06.  REMEDIES CUMULATIVE.
      All rights  and  remedies of  Landlord  hereunder enumerated  shall  be
 cumulative and none shall exclude any other right and remedy allowed by law.
 Landlord shall have the right to terminate this lease at any time before  or
 after it has elected to terminate Tenant's right to possession of the leased
 premises (without termination of this lease).

 SECTION 19.07.  NON-WAIVER--RECEIPT OF MONEY.
      No receipt of money  by Landlord from Tenant  after the termination  of
 this lease or Tenant's right to  possession of the leased premises  (without
 termination of this lease) or after the  service of any notice or after  the
 commencement of  any suit  or after  final judgment  for possession  of  the
 leased premises or with knowledge of  Tenant's breach of any covenant  shall
 reinstate, continue or extend  the term of this  lease or Tenant's right  to
 possession or affect any such termination, notice, suit or judgment.

 SECTION 19.08.  NON-WAIVER--GENERAL.
      No waiver of any default of Tenant hereunder shall be implied from  any
 omission by Landlord to take any action on account of such default,  whether
 or not such default  persists or is  repeated and no  express waiver of  any
 default shall affect  any default other  than the default  specified in  the
 express waiver and then only for the time and to the extent therein stated.

 SECTION 19.09.  CONFESSION OF JUDGMENT.
      Tenant hereby constitutes and irrevocably appoints any attorney of  any
 court to be the true and  lawful attorney of the  Tenant, and, in the  name,
 place and stead of the Tenant, to appear for and on behalf of the Tenant  in
 any court of record  at any time in  any suit or  suits brought against  the
 Tenant for  the enforcement  of any  right hereunder  by the  Landlord,  its
 successors or assigns,  to waive  the issuance  and service  of process  and
 trial by jury, and, from time to  time, to confess judgment or judgments  in
 favor of the Landlord, its successors or assigns, and against the Tenant for
 any rent and interest thereon due  hereunder by the Tenant to the  Landlord,
 its successors  or assigns,  and for  costs  of suit  and for  a  reasonable
 attorney's fee in favor  of the Landlord, its  successors or assigns, to  be
 fixed by the court, and to release all errors that may occur or intervene in
 such proceedings, including the issuance of execution upon any such judgment
 or judgments, or that no proceedings in chancery or otherwise shall be filed
 or prosecuted to interfere in any way with the operation of such judgment or
 judgments or  of  any execution  issued  thereon or  with  any  supplemental
 proceedings taken by the  Landlord, its successors,  or assigns, to  collect
 the amount of any such judgment or judgments, and to consent that  execution
 on any judgment or decree  in favor of the  Landlord against the Tenant  may
 issue forthwith.

                                  ARTICLE XX
                              ACCESS BY LANDLORD

 SECTION 20.01.  RIGHT OF ENTRY.
      Landlord or Landlord's  mortgagees or agents  shall have  the right  to
 enter the leased premises at all times to examine the same, and to show them
 to prospective purchasers or mortgagees of  the Shopping Center and to  make
 such repairs, alterations,  improvements or additions  as Landlord may  deem
 necessary or desirable for  the benefit of the  leased premises that may  be
 required therefor without  the same constituting  an eviction  of Tenant  in
 whole or in part  and the rent reserved  shall in no  wise abate while  said
 repairs, alterations, improvements or additions are being made, by reason of
 loss or  interruption of  business of  Tenant or  otherwise.   In  addition,
 during the nine months prior to the expiration of the term of this lease  or
 any renewal term, Landlord may exhibit premises to prospective tenants,  and
 place upon  the premises  the usual  notices "To  Let" or  "For Sale"  which
 notices Tenant  shall permit  to remain  thereon  without molestation.    If
 Tenant shall not be personally present to open and permit an entry into said
 premises, at  any  time, when  for  any reason  an  entry therein  shall  be
 necessary or permissible, Landlord or Landlord's  agents may enter the  same
 by a master key, or may forcibly enter the same, without rendering  Landlord
 or such agents  liable therefor,  and without  in any  manner affecting  the
 obligations and covenants of this lease.  Nothing herein contained, however,
 shall be  deemed  or  construed to  impose  upon  Landlord  any  obligation,
 responsibility or liability whatsoever, for the care, maintenance or  repair
 of the Shopping Center or any  part thereof, including the leased  premises,
 except as otherwise herein specifically provided.

 SECTION 20.02.  EXCAVATION.
      If an  excavation  shall be  made  upon  land adjacent  to  the  leased
 premises, or shall  be authorized  to be made,  Tenant shall  afford to  the
 person causing or authorized to cause such excavation, license to enter upon
 the leased premises  for the purpose  of doing such  work as Landlord  shall
 deem necessary to  preserve the  wall of the  building of  which the  leased
 premises form a part from injury or damage and to support the same by proper
 foundations, without  any  claim  for  damages  or  indemnification  against
 Landlord or diminution or abatement of rent.


                                 ARTICLE XXI
                           HOLDING OVER, SUCCESORS

 SECTION 21.01.  HOLDING OVER.
      If the Tenant  retains possession of  the leased premises  or any  part
 thereof after the termination of the term by lapse of time or otherwise, the
 Tenant shall pay the Landlord rent at double the rate of fixed minimum  rent
 plus percentage rent  (without reducing the  amount thereof  because of  the
 increase in the fixed  minimum rent) and additional  rent, both at the  rate
 specified herein, for the time the Tenant thus remains in possession, and in
 addition thereto, shall pay the Landlord all damages sustained by reason  of
 the Tenant's retention of possession.  The provisions of this Section do not
 waive the  Landlord's rights  of  reentry or  any  other right  of  Landlord
 hereunder.

 SECTION 21.02.  SUCCESSORS AND MULTIPLE TENANTS.
      All rights  and  liabilities herein  given  to, or  imposed  upon,  the
 respective heirs, executors, administrators, successors and assigns of  said
 parties; and if there shall be more than one tenant, they shall all be bound
 jointly and severally  by the terms,  covenants and agreements  herein.   No
 rights, however, shall inure to the benefit of any assignee of Tenant unless
 the assignment to such assignee has been approved by Landlord in writing  as
 provided in Section  14.01 hereof and  Landlord shall be  released from  any
 obligations hereunder  accruing after  a transfer  of  its interest  in  the
 Shopping Center and assignment of this leas.


                                 ARTICLE XXII
                               QUIET ENJOYMENT

 SECTION 22.01.  COVENANT OF QUIET ENJOYMENT.
      Upon prompt payment  by the Tenant  of the rents  herein provided,  and
 upon the prompt and  full observance and performance  of all the  covenants,
 terms and conditions on  Tenant's part to be  observed ad performed,  Tenant
 shall peaceably and quietly hold and enjoy the leased premises for the  term
 hereby demised without hindrance  or interruption by  Landlord or any  other
 person or persons lawfully  or equitably claiming by,  through or under  the
 Landlord, subject, nevertheless, to the terms and conditions of this lease.


                                ARTICLE XXIII
                                MISCELLANEOUS
 SECTION 23.01.  TAXES ON LEASEHOLD.
      Tenant shall be responsible  for and shall  pay before delinquency  all
 municipal, county or  state taxes  assessed during  the term  of this  lease
 against any leasehold interest created hereby and against personal  property
 of any kind, owned by or placed in, upon or about the leased premises by the
 Tenant.

 SECTION 23.02.  NOTICE BY TENANT.
      Tenant shall  give immediate  notice to  Landlord in  case of  fire  or
 accidents in the  leased premises or  in the Shopping  Center or of  defects
 therein or  in any  fixtures or  equipment or  of the  death,  incompetency,
 bankruptcy or insolvency of any guarantor (as defined in Section 21.01).

 SECTION 23.03.  ACCORD AND SATISFACTION.
      No payment by Tenant or receipt by Landlord of a lesser amount than the
 rent herein stipulated shall be deemed to be other than a payment on account
 of such rent, nor  shall any endorsement  or statement on  any check or  any
 letter accompanying any  check or payment  of rent be  deemed an accord  and
 satisfaction,  and  Landlord  may  accept  such  check  or  payment  without
 prejudice to Landlord's right to recover the balance or pursue any remedy in
 this lease provided.

 SECTION 23.04.  ENTIRE AGREEMENT.
      This lease and  the Exhibits  and Rider,  if any,  attached hereto  and
 forming a part hereof, set forth all the covenants, agreements,  conditions,
 understandings, representations and warranties  between Landlord and  Tenant
 covering the  leased  premises  and  there  are  no  covenants,  agreements,
 conditions, understandings, representations  or warranties,  either oral  or
 written, between them or other than are herein set forth.  Except as  herein
 otherwise provided, no subsequent alteration, amendment, change or  addition
 to this lease  shall be binding  upon Landlord or  Tenant unless reduced  in
 writing and signed by them.

 SECTION 23.05.  NO PARTNERSHIP.
      Landlord does not, in any way or  for any purpose, become a partner  of
 Tenant in the conduct of its business, or otherwise, or joint adventurer  or
 a member of a joint  enterprise with Tenant.   The provisions of this  lease
 relating to the percentage  rent payable hereunder  are included solely  for
 the purpose of  providing a method  whereby the rent  is t  be measured  and
 ascertained.

 SECTION 23.06.  NOTICES.
      Any notice, demand,  request or other  instrument which may  be or  are
 required to  be given  under this  lease  shall be  in  writing and  may  be
 delivered in person  or sent b  United States certified  or registered  mail
 postage prepaid and  shall e  addressed (a) if  to Landlord  at the  address
 specified for the payment of rent and in care of the person to whom rent  is
 payable or in care of such other person or to such other address as Landlord
 may designate by written notice, and (b) if to Tenant at the leased premises
 or at such other address as Tenant shall designate by written notice.

 SECTION 23.07.  CAPTIONS AND SECTION NUMBERS.
      The captions, section numbers, article  numbers and index appearing  in
 this lease  are inserted  only as  a matter  of convenience  and in  no  way
 define, limit, construe or describe the scope or intent of such sections  or
 articles of this lease nor in any way affect this lease.

 SECTION 23.08.  TENANT DEFINED, USE OF PRONOUN.
      The word "Tenant"  shall be  deemed and taken  to mean  each and  every
 person or party mentioned as a Tenant herein,  be the same one or more;  and
 if there shall be more than one Tenant, any notice required or permitted  by
 the terms of this  lease may be given  by or to any  one thereof, and  shall
 have the same force and effect as if given by or to all thereof.  The use of
 the neuter singular pronoun to refer to Landlord or Tenant shall be deemed a
 proper reference even  though Landlord  or Tenant  may be  an individual,  a
 partnership, a  corporation  or  a  group of  two  or  more  individuals  or
 corporations.   The  necessary  grammatical changes  required  to  make  the
 provisions of this leas apply in the  plural sense where there is more  than
 one  Landlord   or  Tenant   and  to   either  corporations,   associations,
 partnerships or individuals,  males or females,  shall in  all instances  be
 assumed as though in each case fully expressed.

 SECTION 23.09.  PARTIAL INVALIDITY.
      If any term,  covenant or condition  of this lease  or the  application
 thereof to any  person or circumstance  shall, to any  extent be invalid  or
 unenforceable, the remainder of this lease, or the application of such term,
 covenant or condition  to persons or  circumstances other than  those as  to
 which it is held invalid or unenforceable, shall not be affected thereby and
 each term,  covenant or  condition of  this  leases shall  be valid  and  be
 enforced to the fullest extent permitted by law.

 SECTION 23.10.  NO OPTION.
      The submission  of this  lease for  examination does  not constitute  a
 reservation of or  option for  the leased  premises and  this lease  becomes
 effective as a lease  only upon execution and  delivery thereof by  Landlord
 and Tenant.

 SECTION 23.11.  RECORDING.
      Tenant shall  not record  this lease  without  the written  consent  of
 Landlord.  However, upon the request of either party hereto the other  party
 shall join in  the execution of  a memorandum or  so-called "short-form"  of
 this lease for the purposes of  recordation.  Said memorandum or short  form
 of this lease shall describe the  parties, the leased premises and the  term
 of this lease and shall incorporate this lease by reference.

 SECTION 23.12.  LANDLORD'S CONSENT.
      Landlord's decision to withhold its consent as to any matter  requested
 by Tenant shall be conclusive.

 SECTION 23.13.  EXCUSE OF LANDLORD'S PERFORMANCE.
      Anything  in  this  agreement  to  the  contrary  notwithstanding,  the
 Landlord shall not be deemed in  default with respect to the performance  of
 any of the terms, covenants to pay, hold harmless and indemnify Landlord and
 its beneficiaries and broker from and  against any and all cost, expense  or
 liability for any compensation, commissions and charges claimed by any other
 broker or other agent with respect to this lease or the negotiation thereof.

 SECTION 23.14.  BROKERAGE.
      Tenant represents and  warrants that it  has had no  dealings with  any
 broker or agent in connection with this lease, other than Landlord's broker,
 and  covenants  to  pay,  hold  harmless  and  indemnify  Landlord  and  its
 beneficiaries and  broker from  and against  any and  all cost,  expense  or
 liability for any compensation, commissions and charges claimed by any other
 broker or other agent with respect to this lease or the negotiation thereof.

 SECTION 23.15.  LANDLORD'S EXCULPATION.
      It is  expressly  understood and  agreed  by and  between  the  parties
 hereto, anything herein to the contrary  notwithstanding, that each and  all
 of the representations, covenants,  undertakings and agreements herein  made
 on the part of Landlord, while in form purporting to be the representations,
 covenants, undertakings and agreements  of Landlord are, nevertheless,  each
 and every one  of them made  and intended not  as personal  representations,
 covenants, undertakings and  agreements by Landlord  or for  the purpose  or
 with the intention of binding Landlord personally, but are made and intended
 for the purpose of binding  only the trust estate  of which Landlord is  the
 trustee aforesaid, and this lease is executed and delivered by Landlord, not
 in its own right, but solely in the exercise of the powers conferred upon it
 as such trustee;  that no  duty shall rest  upon Landlord  to sequester  the
 trust estate or  the rents,  issues and  profits arising  therefrom, or  the
 proceeds arising from  any sale or  other disposition thereof;  and that  no
 personal judgment  will  at any  time  be sought,  asserted  or  enforceable
 against Landlord, or any of the  beneficiaries under the trust agreement  of
 which Landlord is trustee aforesaid, on account of this lease or on  account
 of any  representation,  warranty,  covenant, undertaking  or  agreement  of
 Landlord in  this lease  contained, either  expressed or  implied, all  such
 right to obtain  a personal  judgment, if  any, being  expressly waived  and
 released by Tenant and by all persons claiming by, through or under Tenant.

 SECTION 23.16.  RIDER.
      A  rider  consisting  of  pages,  with sections  numbered consecutively
 through, is attached hereto and made a part hereof.

 IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this lease as
 of the day and year first above written.


      Rockford Investors Inc.       , Landlord


 By:       Howard Miller            , President


                                    , Tenant



                                   GUARANTY

      In consideration of the Landlord entering into the foregoing lease with
 the Tenant,  the  undersigned hereby  jointly  and severally  guarantee  the
 prompt payment of rent to be paid  by the Tenant and the prompt  performance
 by the  Tenant  of  all  of  the  other  terms,  conditions,  covenants  and
 agreements of the lease, and the  undersigned jointly and severally  promise
 to pay all  of Landlord's  expenses, including  reasonable attorneys'  fees,
 incurred by Landlord in enforcing, or attempting to enforce, all obligations
 of the Tenant  under the lease  and incurred by  Landlord in enforcing  this
 guaranty.    Landlord's  consent  to  any  assignment  or  assignments,  and
 successive assignments by the Tenant or Tenant's assigns, of the lease, made
 either with or without notice to the undersigned, or a changed or  different
 use of the leased premises, or Landlord's forbearance, delays, extensions of
 time or  any  other  reason,  whether  similar  to  or  different  from  the
 foregoing, or  the release  of any  guarantor, shall  in no  wise or  manner
 release the undersigned (or, in the event of the release of a guarantor, the
 remaining guarantors) from liability as guarantors.
      The undersigned  each hereby  constitute  and irrevocably  appoint  any
 attorney of any court to be the true and lawful attorney of the undersigned,
 and, in the  name, place and  stead of the  undersigned, to  appear for  the
 undersigned in any court of record at any time in any suit or suits  brought
 against the undersigned for enforcement of any right hereunder by  Landlord,
 its successors or assigns, to waive the issuance and service of process  and
 trial by jury, and, from time to time, to confess judgement or judgments  in
 favor of Landlord, its successors or assigns, to be fixed by the court,  and
 to release  all errors  that may  occur or  intervene in  such  proceedings,
 including the issuance of execution upon any such judgment or judgments, and
 that no appeal shall be prosecuted from such judgment or judgments, and that
 no proceedings in  chancery or  otherwise shall  be filed  or prosecuted  to
 interfere in any way with the operation of such judgment or judgements or of
 any execution issued thereon or with  any supplemental proceedings taken  by
 Landlord, its  successors or  assigns, to  collect the  amount of  any  such
 judgement or judgments,  and to consent  that execution on  any judgment  or
 decree in favor  of Landlord,  its successors  or assigns,  and against  the
 undersigned may issue forthwith.

      Dated: December 4, 1986.

 WITNESSES:


      (name)


      (address)                          (address)


      (name)


      (address)                          (address)

 The Triple Net Estimate is $.75 per square foot which amounts to $150.00 per
 month.  Rent and Triple Net will be:

      $   900.00     Rent
      $   150.00     Estimated Triple Net
      $ 1,050.00

 Leased Area 2-6 to include:

      To be divided into 11 rooms with carpeted floors
      Lighting - lay in trofters plus receptacle - 20 receptacles
      11 Oak solid core doors
      Glass entrance door
      8' high suspended 2' x 4' grid system ceilings

 ****************************************************************************

                                                                     EX-10.20

                                  L E A S E

      THIS LEASE made this 9th day of March, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      ACCURATE MORTGAGE SERVICES INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 652 square feet of space, being approximately 21.6 less
 11' x 12' plus 12' x 9' feet in width and 32 feet in depth, in the New Towne
 Plaza II, a Shopping Center, located in Rockford, Illinois, which premises
 are known as Store Space No. 217B.  The boundaries and location of the
 leased premises are outlined on the site plan of the second floor of the
 shopping center which is marked Exhibit "A" and attached hereto and
 incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence May 1, 2001,
 and shall continue for a period of One (1) year and shall terminate on April
 30, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional One (1) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by -0- ($-0-) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Six Hundred Fifty Two & no/100 ($652.00) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing May 1, 2001 and monthly thereafter during
 the term of this Lease with such rent payable at the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electric and HVAC systems.  Landlord will be responsible
 for all of the maintenance and repair of the exterior of the premises
 including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $652.00
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ABIDON, INC.                       ACCURATE MORTGAGE SERVICES,
                                    INC.

 By:  Stanley Miller                By:  Joseph Giuliano
      Secretary,                         President



                                    -----------------------------------------
                                                               , individually



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.21

                                  L E A S E

      THIS LEASE made this 11th day of April, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      ADP, INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 220 square feet of space, being approximately 11 feet in
 width and 20 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 215BA  The boundaries and location of the leased premises are outlined on
 the site plan of the second floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence May 1, 2001,
 and shall continue for a period of One (1) year and shall terminate on April
 30, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional One (1) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by -0- ($-0-) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Two Hundred Thirty Eight & 33/100 ($238.00) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing May 1, 2001 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent * which shall not be unreasonably withheld.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electric and HVAC systems.  Landlord will be responsible
 for all of the maintenance and repair of the exterior of the premises
 including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises,* Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease. * without continuing to make the required payments hereunder.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term. * with prior
 notice.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear * excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.  * Fire and other
 casualty.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at One ADP Blvd., Roseland, NJ 07068, Attn:
 General Counsel.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $238.33
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ABIDON, INC.                       ADP, INC.

 By:  Stanley Miller                By:  James B. Benson
      Secretary,                         President






 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.22

                                  L E A S E

      THIS LEASE made this 26th day of May, 1999, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      AMERICAN REPUBLIC INSURANCE,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1342 square feet of space, being approximately 25 plus
 17.5' x 5.3' feet in width and 50 feet in depth, in the New Towne Plaza II,
 a Shopping Center, located in Rockford, Illinois, which premises are known
 as Store Space No. 116.  The boundaries and location of the leased premises
 are outlined on the site plan of the first floor of the shopping center
 which is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence July 1, 1999
 and shall continue for a period of Three (3) years and shall terminate on
 June 30, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Eight Hundred Thirty Eight & 75/100 ($838.75) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing  July 1, 1999 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .01529 percent (.01529%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Four ($4.00) Dollars per leased square foot for the first year.  The
 maximum amount to be paid by Tenant in any one year during the term of this
 Lease is Five Dollars and no/100ths ($5.00) per leased square foot for the
 space located on the first floor.  Such additional rent shall be applied to
 the following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  838.75
           Additional Rent     $  447.33
           Total Monthly Rent  $ 1286.08

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed in the leased
 space during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     AMERICAN REPUBLIC INSURANCE
 INC.

 By:  Stanley Miller                     By:       D. J. Barakat

      Secretary,



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN                Douglas J. Barakat
 855 North Madison Street                Sr. Vice President, individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.23

                                  L E A S E

      THIS LEASE made this 14th day of March, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      APPRAISAL SERVICE,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1800 square feet of space, being approximately 37 feet in
 width and 50 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 312 & 313.  The boundaries and location of the leased premises are outlined
 on the site plan of the third floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence May 1, 2001,
 and shall continue for a period of Three (3) years and shall terminate on
 April 30, 2004.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of One Thousand Two Hundred Fifteen & no/100 ($1,215.00) Dollars per
 month without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing May 1, 2001 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .01102 percent (.01102%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Four ($4.00) Dollars per leased square foot for the first year and those
 Tenants located on the second floor, third floor and the lower level shall
 pay Two Dollars and 25/100ths ($2.25) per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Five Dollars and 00/100ths ($5.00) per leased square
 foot for the space located on the first floor and Two Dollars and 75/100ths
 ($2.75) per leased square foot for the space located on the second and third
 floors.  Such additional rent shall be applied to the following property
 costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent:  Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1215.00
           Additional Rent     $  337.50
           Total Monthly Rent  $ 1552.50

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ABIDON, INC.                       APPRAISAL SERVICES

 By:  Stanley Miller                By:
      Secretary,



                                    -----------------------------------------
                                                               , individually



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.24

                                  L E A S E

      THIS LEASE made this 16th day of December, 1992, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      ASH EQUIPMENT COMPANY,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 124 square feet of space, being approximately 11 feet in
 width and 11'4" feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 215C.  The boundaries and location of the leased premises are outlined on
 the site plan of the second floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence January 1,
 1993, and shall continue for a period of One (1) year and shall terminate on
 December 31, 1993.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by none ($-0-) Dollars
 per square foot of the leased premises.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of One Hundred Twenty ($120.00) Dollars per month without any
 deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing January 1, 1993 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      7.   LATE CHARGES: If Tenant  shall fail to pay when due and payable
 any rent or any additional rent, there shall be a Twenty-five ($25.00)
 Dollar late charge assessed against Tenant and such unpaid amount shall bear
 interest from the due date thereof to the date of payment at the rate of
 Eighteen (18%) percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles are not switched, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $120.00
           Additional Rent     $   -0-
           Total Monthly Rent  $120.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     ASH EQUIPMENT CO.
 INC.

 By:  Stanley Miller                     By:  Michael Brennan

      Secretary,                              Vice President



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600


<PAGE>


                            OPTION TO EXTEND LEASE


 DATE:     November 18, 1996

 LEASE DATED:  Dec. 16, 1992 BETWEEN STATE STREET INVESTORS OF ROCKFORD, INC.

 (LANDLORD) AND ASH EQUIPMENT CO. (TENANT)

 SPACE NO. 215C.

 Tenant wishes to exercise Option to Extend the above lease for an additional

 Three (3) years ending on December 31, 1999.

 The base rental for the Option period shall be One Hundred Twenty Dollars

 ($120.00) per month plus additional rental of none per month.

 All other terms of the lease to remain the same.



      LANDLORD                           TENANT

 STATE STREET INVESTORS OF ROCKFORD,     ASH EQUIPMENT CO.
 INC.

 By:  Stanley Miller                     By:
      Secretary,                              Vice President



<PAGE>

                            OPTION TO EXTEND LEASE


 DATE:     November 30, 1999

 LEASE DATED:  Dec. 16, 1992 BETWEEN STATE STREET INVESTORS OF ROCKFORD, INC.

 (LANDLORD) AND ASH EQUIPMENT CO. (TENANT)

 SPACE NO. 215C.

 Tenant wishes to exercise Option to Extend the above lease for an additional

 Three (3) years ending on December 31, 2002.

 The base rental for the Option period shall be One Hundred Twenty Dollars

 ($120.00) per month plus additional rental of none per month.

 All other terms of the lease to remain the same.



      LANDLORD                           TENANT

 STATE STREET INVESTORS OF ROCKFORD,     ASH EQUIPMENT CO.
 INC.

 By:  Stanley Miller                     By:
      Secretary,                              Vice President

 ****************************************************************************

                                                                     EX-10.25

                                  L E A S E

      THIS LEASE made this 16th day of November, 2000, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      BACK IN ACTION CHIROPRACTIC & REHAB, INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1425 square feet of space, being approximately 28 feet in
 width and 51 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 123.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence December 1,
 2000, and shall continue for a period of three (3) years and shall terminate
 on November 30, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Three (3) years term upon the giving of six month's
 written notice to Landlord prior to the expiration of the original lease
 term.  The base rental for the option period shall be increased by Two
 ($2.00) Dollars per square foot of the leased premises.  In addition, during
 the option period Tenant shall pay as additional rental Tenant's pro rata
 share for taxes, utilities and operating expenses in accordance with
 Paragraph 6 of this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Seven Hundred Seventy One and 88/100 ($771.88) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing December 1, 2000 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .017448     percent (.017448%). Tenant's share has been calculated
 by computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the first
 floor shall pay Four ($4.00) Dollars per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Six Dollars and 00/100ths ($6.00) per leased square
 foot for the space located on the first floor.  Such additional rent shall
 be applied to the following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory. Tenant may place one 4' x 10' illuminated sign on marquee pole at
 Tenant's expense if available.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  771.88
           Additional Rent     $  475.00
           Total Monthly Rent  $ 1246.88

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ABIDON, INC.,                      BACK IN ACTION CHIROPRACTIC &
 INC.                               REHAB INC.

 By:  Stanley Miller                By:  James C. Myano, O.C.
      Secretary,                         Dr. Andrew



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.26

                                  L E A S E

      THIS LEASE made this 23rd day of December, 1998, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      BARBARA ASKELSON,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 878 square feet of space, being approximately 32.9 plus
 17'9" x 25' feet in width and 11 plus 13'7" x 8'8" feet in depth, in the New
 Towne Plaza II, a Shopping Center, located in Rockford, Illinois, which
 premises are known as Store Space No. 218.  The boundaries and location of
 the leased premises are outlined on the site plan of the second floor of the
 shopping center which is marked Exhibit "A" and attached hereto and
 incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence January 15,
 2000, and shall continue for a period of Twenty three (23) months and shall
 terminate on December 14, 2001.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One  ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Seven Hundred Fifty Six & 67/100 ($756.67) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing January 15, 2000 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.  Landlord will be
 responsible for all of the maintenance and repair of the exterior of the
 premises including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $756.67
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed in the leased
 space during the term of the Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     BARBARA ASKELSON
 INC.

 By:  Stanley Miller                     By:  Barbara K. Askelson

      Secretary,


                                         Barbara K. Askelson
                                         ------------------------------------
                                                               , individually


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.27

                                  L E A S E

      THIS LEASE made this 7th day of September, 2000, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      BOTTEGA BLADES, INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 825 square feet of space, being approximately 25 feet in
 width and 33 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 115.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence April 15,
 2001, and shall continue for a period of five (5) years and shall terminate
 on April 14    , 2006.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Six Hundred Eighteen & 75/100 ($618.75) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing April 15, 2001 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .03056 percent (.03056%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the first
 floor shall pay Four ($4.00) Dollars per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Five Dollars and 50/100ths ($5.50) per leased square
 foot for the space located on the first floor.  Such additional rent shall
 be applied to the following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Beauty Salon And Retail Sales.
 Tenant shall be entitled to peaceable and quiet enjoyment of the leased
 premises upon payment of rent and compliance with the covenants and
 agreements contained herein and upon complying with all city laws and
 ordinances applicable to the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $618.75
           Additional Rent     $275.00
           Total Monthly Rent  $893.75

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ABIDON, INC.                       BOTTEGA BLADES, INC.

 By:  Stanley Miller                By:       Sue LaBounty
      Secretary,                              Mary Dalley




                                    -----------------------------------------
                                                               , individually


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.28

                                  L E A S E

      THIS LEASE made this 23rd day of November, 1999, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      CAMELOT CARE CENTERS, INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 3786 square feet of space, being approximately 91 plus
 8'x20' less 27'x20' & 24'x16' feet in width and 50 feet in depth, in the New
 Towne Plaza II, a Shopping Center, located in Rockford, Illinois, which
 premises are known as Store Space No. 208.  The boundaries and location of
 the leased premises are outlined on the site plan of the ___ floor of
 the shopping center which is marked Exhibit "A" and attached hereto and
 incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence January 1,
 2000, and shall continue for a period of five (5) years and shall terminate
 on December 31, 2005.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by one ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Two Thousand Five Hundred Twenty Four & no/100 ($2524.00) Dollars
 per month without any deductions or set-off unless otherwise provided herein
 in advance of the first day of each month commencing January 1, 2000 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .0243 percent (.0243%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the second
 floor shall pay Two Dollars and 25/100ths ($2.25) Dollars per leased square
 foot for the first year.  The maximum amount to be paid by Tenant in any one
 year during the term of this Lease is Three Dollars and 25/100ths ($3.25)
 per leased square foot for the space located on the second floor.  Such
 additional rent shall be applied to the following property costs and
 services, and amount paid will be reconciled annually to actual costs
 incurred times tenant's pro rata share as indicated above, subject to the
 maximum and stipulated above and underpayment will be due and paid by Tenant
 within 60 days of the calculated and notification by Landlord.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE:* Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

 *Subject to the maximum amount of additional rent indicated in Section 6
 above.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, heating system, separate meters for heating, air
 conditioning and electric, one-switch per room, receptacles without
 switches, no lights in closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except major electrical and
 HVAC systems, roofs leaking, exterior windows and building structure.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois and
 102 Woodmont Blvd, Suite #450, Nashville, TN 37205, Attn: CFO.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 2524.00
           Additional Rent     $  709.88
           Total Monthly Rent  $ 3233.88

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning bends are not allowed in the leased
 space during the term of this Lease.  Tenant has the right to terminate this
 lease after three (3) years.  Tenant will pay three month termination fee
 upon cancellation in the amount of nine thousand seven hundred one dollars
 and 64/100 ($9701.64).

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     CAMELOT CARE CENTERS, INC.
 INC.

 By:  Stanley Miller                     By:  Sue Roselle

      Secretary,                         IL State Director

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN                ------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.29

                                  L E A S E

      THIS LEASE made this 24th day of February, 1994, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      CONNECT TWO,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1240 square feet of space, being approximately 35.8 feet
 in width and 32.9 feet plus 13.7' x 8.8'in depth, in the New Towne Plaza II,
 a Shopping Center, located in Rockford, Illinois, which premises are known
 as Store Space No. 318.  The boundaries and location of the leased premises
 are outlined on the site plan of the third floor of the shopping center
 which is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence March 1, 1994
 and shall continue for a period of three (3) years and shall terminate on
 February 28, 1997.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Seven Hundred Twenty Three and 33/100 ($723.33) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing March 1, 1994 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be.07591 percent (.07591%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Two ($2.00) Dollars per leased square foot for the first year and those
 Tenants located on the second floor, third floor and the lower level shall
 pay One Dollar ($1.00) per leased square foot.  The maximum amount to be
 paid by Tenant in any one year during the term of this Lease is Three
 Dollars ($3.00) per leased square foot for the space located on the first
 floor and One Dollar and 50/100ths ($1.50) per leased square foot for the
 space located on the second floor.  Such additional rent shall be applied to
 the following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant shall fail to pay rent when due and
 payable any rent or any additional rent, there shall be a Twenty-five
 ($25.00) Dollar late charge assessed against Tenant and such unpaid amount
 shall bear interest from the due date thereof to the date of payment at the
 rate of Eighteen (18%) percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles are not switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal subject to Tenant's obligation
 for reimbursement of its pro rata share pursuant to Paragraph 6.C. Landlord
 reserves the right to designate and locate parking spaces for Tenant and to
 establish reasonable rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $723.33
           Additional Rent     $103.34
           Total Monthly Rent  $826.67

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     CONNECT TWO
 INC.

 By:  Stanley Miller                     By:       Mary Emmer

      Secretary,



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600


<PAGE>

                            OPTION TO EXTEND LEASE


 DATE:     December 16, 1996

 LEASE DATED 2/24/94 BETWEEN STATE STREET INVESTORS OF ROCKFORD, INC.

 (LANDLORD) AND CONNECT TWO (TENANT)

 SPACE NO. 318.



 Tenant wishes to exercise Option to Extend the above lease for an additional

 Five (5) years ending on February 28, 2002.



 The base rent for the Option period shall be Eight Hundred Twenty Six and

 66/100 ($826.66) per month plus additional rental of One Hundred Fifty Five

 and 01/100 ($155.01) per month. **



 All other terms of the lease to remain the same.



      LANDLORD                      TENANT

 By   Stanley Miller                By

      Secretary


 ** In addition, during the option period, Tenant shall pay additional rental
 for taxes, utilities, and operating expenses in accordance with Paragraph 6
 of Lease, "Additional Rents":

      "During the Option period, the maximum amount to be paid by Tenant in
      any one year shall be Four Dollars and Fifty cents ($4.50) per leased
      square foot for the space located on the first floor (an increase of
      $1.5 per square foot) and Two Dollars and Twenty five cents ($2.25) per
      leased square foot for the space located on the second and third floors
      (an increase of $.75.)"

 ****************************************************************************

                                                                     EX-10.30

                                  L E A S E

      THIS LEASE made this 28th day of June, 1999, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      CONSUMERS ILLINOIS WATER CO.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 574 square feet of space, being approximately 32 plus
 11'x12' feet in width and 14 feet in depth, in the New Towne Plaza II, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 217.  The boundaries and location of the leased premises are
 outlined on the site plan of the second floor of the shopping center which
 is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence August 1,
 1999, and shall continue for a period of three (3) years and shall terminate
 on July 31, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by Two ($2.00) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Four Hundred Seventy Eight and 33/100 ($478.33) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing August 1, 1999 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.  Landlord will be
 responsible for all of the maintenance and repair of the exterior of the
 premises including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $478.33
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed in the leased
 space during the term of the Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     CONSUMERS ILLINOIS WATER CO.
 INC.

 By:  Stanley Miller                     By:
      Secretary,                         Vice Pres/Manager


                                         ------------------------------------
                                                               , individually



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.31

                                  L E A S E

      THIS LEASE made this 16th day of March, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      CUMMINGS ADVERTISING INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 8635 square feet of space, being approximately See
 Exhibit A feet in width and ______ feet in depth, in the New Towne Plaza
 II, a Shopping Center, located in Rockford, Illinois, which premises are
 known as Store Space No. 212.  The boundaries and location of the leased
 premises are outlined on the site plan of the second floor of the shopping
 center which is marked Exhibit "A" and attached hereto and incorporated
 herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence August 15,
 2001, and shall continue for a period of three (3) years and shall terminate
 on August 14, 2004.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Five Thousand Six Hundred Fifty Five & 93/100 ($5655.93) Dollars
 per month without any deductions or set-off unless otherwise provided herein
 in advance of the first day of each month commencing August 15, 2001 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .060525 percent (.060525%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. Initially Tenants whose leased space is located on the second
 floor shall pay Two Dollars and 46/100 ($2.46) per leased square foot for
 the first year.  The maximum amount to be paid by Tenant in any one year
 during the term of this Lease is Three Dollars and 46/100 ($3.46) per leased
 square foot per year. Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office. Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $5655.93
           Additional Rent     $1770.18
           Total Monthly Rent  $7426.11

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     CUMMINGS ADVERTISING INC.
 INC.

 By:  Stanley Miller                     By:       Larry Schubert
      Secretary,                         President - 4-26-01




                                         ------------------------------------
                                                               , individually



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.32

                                  L E A S E

      THIS LEASE made this 24th day of August, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      DEALER MARKETING SYSTEMS,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 2180 square feet of space, being approximately 30 feet in
 width and 76'8" feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 101.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence September 1,
 2001, and shall continue for a period of three (3) years and shall terminate
 on August 31, 2004.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of One Thousand Two Hundred Seventy One & 67/100 ($1271.67) Dollars
 per month without any deductions or set-off unless otherwise provided herein
 in advance of the first day of each month commencing September 1, 2001 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .02485 percent (.02485%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Four ($4.00) Dollars per leased square foot for the first year and those
 Tenants located on the second floor, third floor and the lower level shall
 pay Two Dollars and 25/100ths ($2.25) per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Five Dollars and no/100ths ($5.50) per leased square
 foot for the space located on the first floor and Three Dollars and
 25/100ths ($3.25) per leased square foot for the space located on the second
 and third floors.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.
           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office. Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1271.67
           Additional Rent     $  726.66
           Total Monthly Rent  $ 1998.33

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     DEALER MARKETING SYSTEMS
 INC.

 By:  Stanley Miller                     By:
      Secretary,                         President



                                         ------------------------------------
                                                               , individually



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.33

                                  L E A S E

      THIS LEASE made this 5th day of May, 1992, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      DEBBIE LARSON, CAROL LAWLER, JACKIE BURDEN,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1920 square feet of space, being approximately 50 feet in
 width and 30 feet plus 26.5' x 16' in depth, in the New Towne Plaza II, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 204.  The boundaries and location of the leased premises are
 outlined on the site plan of the second floor of the shopping center which
 is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence June 15,
 1992, and shall continue for a period of Five (5) years and shall terminate
 on June 14, 1997.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by Two ($2.00) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of See Paragraph #21 ($ ) Dollars per month without any
 deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing June 15, 1992 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .01163 percent (.01163%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Two ($2.00) Dollars per leased square foot for the first year and those
 Tenants located on the second floor, third floor and the lower level shall
 pay One Dollar ($1.00) per leased square foot for the first year.  The
 maximum amount to be paid by Tenant in any one year during the term of this
 Lease is Three Dollars ($3.00) per leased square foot for the space located
 on the first floor and One Dollar and 50/100ths ($1.50) per leased square
 foot for the space located on the second floor.  Such additional rent shall
 be applied to the following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant shall fail to pay when due and payable any
 rent or any additional rent, there shall be a Twenty-five ($25.00) Dollar
 late charge assessed against Tenant and such unpaid amount shall bear
 interest from the due date thereof to the date of payment at the rate of
 Eighteen (18%) percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles are not switched, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General office, meetings, Mary Kay
 Products.  Tenant shall be entitled to peaceable and quiet enjoyment of the
 leased premises upon payment of rent and compliance with the covenants and
 agreements contained herein and upon complying with all city laws and
 ordinances applicable to the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal subject to Tenant's obligation
 for reimbursement of its pro rata share pursuant to Paragraph 6.C.  Landlord
 reserves the right to designate and locate parking spaces for Tenant and to
 establish reasonable rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Company name on Building
 Directory.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent
           Additional Rent
           Total Monthly Rent

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Rental Schedule

   Months     - $841.67 Base Rent plus $158.33 Add'l Rent = $1,000.00 total
  1 thru 24                                                 per month

   Months     - $950.00 Base Rent plus $158.33 Add'l Rent = $1,108.33 total
 25 thru 60                                                 per month


      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     DEBBIE LARSON
 INC.                                    Debbie Larson

 By:  Stanley Miller                     By:  Debbie Larson
      Secretary,                              Jackie Burden
                                              Carol Lawler


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600


<PAGE>


                            OPTION TO EXTEND LEASE

 DATE:          February 18, 1997



 LEASE DATED:   5/5/92    BETWEEN STATE STREET INVESTORS OF ROCKFORD, INC.

 (LANDLORD) AND DEBBIE LARSON, CAROL LAWLER, & JACKIE BURDEN (TENANT)

 SPACE NO. 204



 Tenant wishes to exercise Option to Extend the above lease for an additional

 Five (5) years ending on June 14, 2002.

 The base rental for the Option period shall be *

 (         ) per month plus additional rental of Two Hundred Thirty Seven and

 49/100 (237.49) per month.

 **
 All other terms of the lease to remain the same.  ***

 *Base rental shall be
  One Thousand One Hundred Ten and no/100          6/15/97-6/14/99

  Base rental shall be
  One Thousand Two Hundred Seventy and no/100      6/15/99-6/14/2002.


      LANDLORD                           TENANT

 STATE STREET INVESTORS OF ROCKFORD,     DEBBIE LARSON, CAROL LAWLER,
 INC.                                    JACKIE BURDEN

 By                                      By



 ** In addition, during the Option period, tenant shall pay additional
    rental for taxes, utilities, and operating expenses in accordance with
    Paragraph 6 of Lease, "Additional Rents":

      "During the Option period, the maximum amount to be paid by Tenant in
      any one year shall be Four Dollars and Fifty Cents ($4.50) per leased
      square foot for the space located on the first floor (an increase of
      $1.50 per square foot) and Two Dollars and Twenty Five cents ($2.25)
      per leased square foot for the space located on the second and third
      floors (an increase of 75 cents.)"

 ***Landlord agrees to replace carpeting with same as existing quality.
 Tenant agrees to clean carpeting every six months, or when necessary, at
 their expense.  Landlord to inspect carpeting every six months of the lease
 term and if Tenant doesn't clean carpeting when notified Landlord will have
 carpeting cleaned and charge Tenant.

 ****************************************************************************

                                                                     EX-10.34

                                  L E A S E

      THIS LEASE made this 23rd day of July, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      DEEP SEA ELECTRONICS PLC,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 900 square feet of space, being approximately 18'4" feet
 in width and 50'4" feet in depth, in the New Towne Plaza II, a Shopping
 Center, located in Rockford, Illinois, which premises are known as Store
 Space No. 202.  The boundaries and location of the leased premises are
 outlined on the site plan of the second floor of the shopping center which
 is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence September 1,
 2001, and shall continue for a period of three (3) years and shall terminate
 on August 31, 2004.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises per year.  In addition, during the
 option period Tenant shall pay as additional rental Tenant's pro rata share
 for taxes, utilities and operating expenses in accordance with Paragraph 6
 of this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Six Hundred Thirty Seven & 50/100 ($637.50) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing September 1, 2001 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .577 percent (.577%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the second
 floor shall pay two dollars and 25/100ths ($2.25) Dollars per leased square
 foot for the first year.  The maximum amount to be paid by Tenant in any one
 year during the term of this Lease is Three Dollars and 25/100ths ($3.25)
 per leased square foot for the space located on the second floor. Such
 additional rent shall be applied to the following property costs and
 services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance is one of the pro rata expenses covered under
 Paragraph 6 (thereby subject to the $3.25 cap).

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $637.50
           Additional Rent     $168.75
           Total Monthly Rent  $806.25

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Novation. Landlord agrees that in the event
 a subsidiary company of Tenant is duly organized in the United States,
 subject to the conditions set forth below, Landlord shall release Tenant,
 Deep Sea Electronics, PLC from any and all obligations and liability arising
 under or in connection with this lease agreement.  Landlord's obligation to
 release Tenant is conditioned upon the following: (1) receipt of written
 proof of incorporation by a U.S. subsidiary company of Deep Sea Electronics,
 PLC, and (2) receipt of a written resolution of any such subsidiary company
 evidencing the notification and assumption by said company on any and all
 obligations under and in connection with this lease agreement. Upon
 receiving the above documentation, Landlord shall duly execute and deliver a
 written release of obligations and liability hereunder, and such subsidiary
 company shall be obligated and treated in all respects as Tenant from the
 date of said release.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     DEEP SEA ELECTRONICS PLC
 INC.

 By:  Stanley Miller                     By:
      Secretary,                         Director



                                         ------------------------------------
                                                               , individually


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.35

                                  L E A S E

      THIS LEASE made this 29th day of November, 2000, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      MICHELLE L. DEMARCO & SHELLEY D'AGNOLO,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1000 square feet of space, being approximately 20'8" feet
 in width and 50      feet in depth, in the New Towne Plaza II, a Shopping
 Center, located in Rockford, Illinois, which premises are known as Store
 Space No. 102.  The boundaries and location of the leased premises are
 outlined on the site plan of the first floor of the shopping center which is
 marked Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence December 1,
 2000, and shall continue for a period of Five (5) years and shall terminate
 on November 30, 2005.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Eight Hundred Thirty Three & 33/100 ($833.33) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing December 1, 2000 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .0114 percent (.0114%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the first
 floor shall pay Four ($4.00) Dollars per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Five Dollars ($5.00    ) per leased square foot for
 the space located on the first floor.  Such additional rent shall be applied
 to the following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Beauty Salon and Retail Sales.
 Tenant shall be entitled to peaceable and quiet enjoyment of the leased
 premises upon payment of rent and compliance with the covenants and
 agreements contained herein and upon complying with all city laws and
 ordinances applicable to the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent:

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  833.33
           Additional Rent     $  333.33
           Total Monthly Rent  $ 1166.66

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Landlord to paint all interior walls with
 two coats flat finish, color Navaho White and install quarry tile floor.
 Landlord to furnish labor and paint materials.  Landlord will pay up to
 $2500.00 towards cost of tile and furnish all labor for installation of new
 floor and replace new vinyl base.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 ABIDON, INC.                            MICHELLE L. DEMARCO & SHELLEY
                                         D'AGNOLO

 By:  Stanley Miller                     By:  Michelle L. DeMarco & Shelley
      Secretary,                              D'Agnolo



                                         ------------------------------------
                                                               , individually


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.36

                                  L E A S E

      THIS LEASE made this 31st day of March, 2000, by and between:

      UBUY2 INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      GABRIELE SARTWELL
      DBA DIAMOND REALTY,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1098 square feet of space, being approximately 25 feet in
 width and 49.1 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 105.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence April 1,
 2000, and shall continue for a period of Five (5) years and shall terminate
 on March 31, 2005.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One  ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of *see rental schedule ($  ) Dollars per month without any
 deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing April 1, 2000 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be 1.336 percent (1.336%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. Initially, Tenants whose leased
 space is located on the first floor shall pay Four ($4.00) Dollars per
 leased square foot for the first year.  The maximum amount to be paid by
 Tenant in any one year during the term of this Lease is Five Dollars and
 no/100ths ($5.00) per leased square foot for the space located on the first
 floor.  Such additional rent shall be applied to the following property
 costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office. Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory. Tenant may install a 4' x 10' like sign on marquee pole at
 Tenant's expense when space is available.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises, except major electrical and
 HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  *See Rental Schedule
           Additional Rent     $
           Total Monthly Rent  $

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:  * Rental Schedule

                    Base Rent    Additional Rent    Total Rent
                    ---------    ---------------    ----------
 Months 1 thru 24   $732.00         $366.00          $1098.00
 Months 25 thru 60  $915.00         $366.00          $1281.00


      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 UBUY2 INC.                         GABRIELE SARTWELL DBA
                                    DIAMOND REALTY

 By:  Stanley Miller                By:
      Secretary,



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.37

                                  L E A S E

      THIS LEASE made this 29th day of September, 1997, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      DUANE L. STERN,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 845 square feet of space, being approximately 41-1/2 feet
 in width and 20 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 309.  The boundaries and location of the leased premises are outlined on the
 site plan of the third floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence December 1,
 1997, and shall continue for a period of Five (5) years and shall terminate
 on November 30, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of Five Hundred Twenty Two and 92/100 ($522.92) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing December 1, 1997 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .0517 percent (.0517%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Three ($3.00) Dollars per leased square foot for the first year and
 those Tenants located on the second floor, third floor and the lower level
 shall pay One Dollar and 50/100ths ($1.50) per leased square foot for the
 first year.  The maximum amount to be paid by Tenant in any one year during
 the term of this Lease is Four Dollars and 50/100ths ($4.50) per leased
 square foot for the space located on the first floor and Two Dollars and
 25/100ths ($2.25) per leased square foot for the space located on the second
 and third floors.  Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.  Also, one 4' x 10' sign on marquee pole on State Street, second
 space from bottom.  Tenant to install sign at Tenant's expense. Sign rental
 $30.00 per month included in base rent.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $522.92
           Additional Rent     $105.63
           Total Monthly Rent  $628.55

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     DUANE L. STERN
 INC.

 By:  Stanley Miller                     By:       Duane L. Stern

      Secretary,



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600


<PAGE>



 December 12, 2000


 Abidon, Inc.
 Suite #215
 5301 East State Street
 Rockford, IL 61108


      RE:  Lease dated September 29th, 1997 between Duane L. Stern and Abidon
 Inc., formerly State Street Investors Inc., Suite 309, 5301 East State
 Street, Rockford, IL 61108.  It is hereby agreed between the parties that
 Dean Badorek will assume the present lease on January 1, 2001 and will abide
 by all the terms and obligations in the lease.

      The base rental is $522.92 per month, the additional rental is $158.44
 per month which includes a $.50 increase per square foot per year.  The
 total rental is $681.36 per month.


 Duane L. Stern          Dean Badorek         Abidon Inc.
                                              Suite #215
                                              5301 E. State St.
                                              Rockford, IL 61108

 ****************************************************************************

                                                                     EX-10.38

                                  L E A S E

      THIS LEASE made this 8th day of April, 1999, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      DYNAMIC FAX,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 280 square feet of space, being approximately 13 feet in
 width and 22 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 216B.  The boundaries and location of the leased premises are outlined on
 the site plan of the second floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence May 1, 1999,
 and shall continue for a period of thirty seven (37) months and shall
 terminate on May 31, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by -0- ($-0-) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Two Hundred Sixty Two & 50/100ths ($262.50) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing May 1, 1999 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General office or storage.  Tenant
 shall be entitled to peaceable and quiet enjoyment of the leased premises
 upon payment of rent and compliance with the covenants and agreements
 contained herein and upon complying with all city laws and ordinances
 applicable to the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent:                    .

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises, except major electrical and
 HVAC systems.  Landlord will be responsible for all of the maintenance and
 repair of the exterior of the premises including landscaping and snow
 removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $262.50
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed in the leased
 space during the term of the Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     DYNAMIC FAX
 INC.

 By:  Stanley Miller                     By:
      Secretary,                         President




                                         ------------------------------------
                                                               , individually


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.39

                                  L E A S E

      THIS LEASE made this 2nd day of September, 1999, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      ELITE REPORTING SERVICES LTD.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 270 square feet of space, being approximately 12 feet in
 width and 22 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 216C.  The boundaries and location of the leased premises are outlined on
 the site plan of the second floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence August 20,
 1999, and shall continue for a period of three (3) years and shall terminate
 on August 19, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Two (2) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Two Hundred Seventy & no/100 ($270.00) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing August 20, 1999 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises. Landlord will be responsible
 for all of the maintenance and repair of the exterior of the premises
 including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $270.00
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed in the leased
 space during the term of the Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     ELITE REPORTING SERVICES LTD.
 INC.

 By:  Stanley Miller                     By:
      Secretary,                         President




                                         ------------------------------------
                                                               , individually


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.40

                                  L E A S E

      THIS LEASE made this 26th day of January, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      FOCUS FINANCIAL ADVISORS INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 2445 square feet of space, being approximately 49 feet in
 width and 50 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 302 & 303.  The boundaries and location of the leased premises are outlined
 on the site plan of the ____ floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence April 1,
 2001, and shall continue for a period of One (1) year and shall terminate on
 March 31, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by -0- ($-0-) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of One Thousand Six Hundred Fifty & 38/100 ($1650.38) Dollars per
 month without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing April 1, 2001 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .015674 percent (.015674%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Three ($3.00) Dollars per leased square foot for the first year and
 those Tenants located on the second floor, third floor and the lower level
 shall pay One Dollars 50/100ths ($1.50) per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Four Dollars and 50/100ths ($4.50) per leased square
 foot for the space located on the first floor and Two Dollars and 25/100ths
 ($2.25) per leased square foot for the space located on the second and third
 floors.  Such additional rent shall be applied to the following properties
 and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office. Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent:                    .

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1650.38
           Additional Rent     $  458.43
           Total Monthly Rent  $ 2108.81

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     FOCUS FINANCIAL ADVISORS INC.
 INC.

 By:  Stanley Miller                     By:  Frederick E. Rafferty

      Secretary,                              President




                                         ------------------------------------
                                                               , individually



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.41

                                  L E A S E

      THIS LEASE made this 25th day of April, 2000, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      HAROLD BEST
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 678 square feet of space, being approximately 33 less 10'
 x 11' feet in width and 24 feet in depth, in the New Towne Plaza II, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 125.  The boundaries and location of the leased premises are
 outlined on the site plan of the first floor of the shopping center which is
 marked Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence May 1, 2000,
 and shall continue for a period of three (3) years and shall terminate on
 April 30, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by two ($2.00) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Six Hundred Twenty One & 50/100 ($621.50) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing May 1, 2000 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only:  General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent:  Place Tenant's name on building directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.                  .

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $621.50
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                               TENANT:

 ABIDON, INC.                            HAROLD BEST

 By:  Stanley Miller                     By:       Harold Best

      Secretary,


                                         ------------------------------------
                                                               , individually



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.42

                                  L E A S E

      THIS LEASE made this 22nd day of April, 1999, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      HERITAGE ASSISTED LIVING INC.
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois.

      Approximately 1125 square feet of space, being approximately 25 feet in
 width and 45 feet in depth, in the New Towne Plaza II, an office building
 located in Rockford, Illinois, which premises are known as Suite No. 316.
 The boundaries and location of the leased premises are outlined on the site
 plan of the third floor of the building which is marked Exhibit "A" and
 attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence June 1, 1999,
 and shall continue for a period of three (3) years and shall terminate on
 May 31, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Seven Hundred Fifty & no/100 ($750.00) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing June 1, 1999, and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purposes of the additional rents, the Tenants pro rata share
 shall be .06887 percent (.06887 %). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Three ($3.00) Dollars per leased square foot for the first year and
 those Tenants located on the second floor, third floor and the lower level
 shall pay One Dollar and 50/100ths ($1.50) per leased square foot for the
 first year.  The maximum amount to be paid by Tenant in any one year during
 the term of this Lease is Four Dollars and 50/100ths ($4.50) per leased
 square foot for the space located on the first floor and maximum 10%
 increase per year.  Such additional rent shall be applied to the following
 property cost and services.

           A.   TAXES: General real property taxes and assessments which have
 been levied or assessed upon such premises for each calendar year or
 fraction thereof.

           B.   UTILITY COSTS: Charges for public utilities, whether
 furnished by Landlord or otherwise, and including, but not limited to, gas,
 electricity, sewer, water and heat, together with sewer, water, gas,
 electricity and any other utilities used upon or furnished to the parking
 lot or common areas or any non-Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION: Common area maintenance
 and security expertise, parking lot maintenance expense, and all maintenance
 and security expense of common area of center, including, but not limited
 to, gardening and landscaping, the cost of public liability and property
 damage insurance, repairs, replacements, line painting, lighting, sanitary
 control, removal of snow, trash, rubbish, and garbage, and ten (10%) percent
 of all the costs included as operating costs to cover the Landlord's
 administrative and overhead costs. Operating costs shall also include the
 cost of repairing, maintaining, cleaning, and painting the exteriors of the
 building and the interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord (at the building). Landlord agrees
 to maintain such parking facilities and provide snow removal. Landlord
 reserves the reasonable right to designate and locate parking spaces for
 Tenant and to establish reasonable rules and regulations with respect to
 parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place tenant's name on building
 directory and Tenant may have its name placed on the Suite identification
 sign adjacent to the door to the leased premises.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises, except major electrical and
 HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $750.00
           Additional Rent     $140.63
           Total Monthly Rent  $890.63

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed in the leased
 space during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     HERITAGE ASSISTED LIVING, INC.
 INC.

 By:  Stanley Miller                     By:       Steven Lirtzman

      Secretary,                                   President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN                ------------------------------------
 855 North Madison Street                                      , Individually
 Rockford, IL 61107
 (815) 965-3600

 Rev. 7/98

 ****************************************************************************

                                                                     EX-10.43

                                  L E A S E

      THIS LEASE made this 26th day of September, 1995, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      HOOPER HOLMES INC., dba PORTAMEDIC,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 770 square feet of space, being approximately 16.3 feet
 in width and 50 feet in depth, in the New Towne Plaza II, a Shopping Center
 located in Rockford, Illinois, which premises are known as Store Space No.
 204A.  The boundaries and location of the leased premises are outlined on
 the site plan of the second floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence December 1,
 1995, and shall continue for a period of three (3) years and shall terminate
 on November 30, 1998.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base yearly rental for the option period shall be increased by Two ($2.00)
 Dollars per square foot of the leased premises.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of Four Hundred Eighty One and 25/100 ($481.25) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing December 1, 1995 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's base
 and additional rent, prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below.  For purpose of the additional rents, the
 Tenant's pro rata share shall be .04715  percent (.04715%). Tenant's share
 has been calculated by computing the percentage of Tenant's leased square
 footage to the total leasable square footage in the building. In addition,
 such percentage has been adjusted in accordance with the location of
 Tenant's space in the building. First floor tenants pay twice as much per
 square foot of leased space as Tenants on the second and third floors and
 lower levels.  Initially, Tenants whose leased space is located on the first
 floor shall pay Three ($3.00) Dollars per leased square foot for the first
 year and those Tenants located on the second floor, third floor and the
 lower level shall pay One Dollar and Fifty Cents ($1.50) per leased square
 foot for the first year.  The maximum amount to be paid by Tenant in any one
 year during the term of this Lease is Four Dollars and Fifty Cents ($4.50)
 per leased square foot for the space located on the first floor and Two
 Dollars and Twenty Five Cents ($2.25) per leased square foot for the space
 located on the second floor.  Such additional rent shall be applied to the
 following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay any rent or any additional
 rent within 10 days of due date, there shall be a Twenty-five ($25.00)
 Dollar late charge assessed against Tenant and such unpaid amount shall bear
 interest from the due date thereof to the date of payment at the rate of
 Eighteen (18%) percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles are not switched, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters to  be mounted on aluminum raceway and installed on building fascia
 with non-corrosive fasteners. Overall length of signs shall not exceed 70%
 of the storefront footage. Height of letters shall not exceed 24 inches.
 Landlord consent: Landlord to place Tenant's name on Building Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except major electrical and
 HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at Hooper Holmes, Inc. Attn: General Counsel, 170
 Mt. Airy Rd., Basking Ridge, NJ 07920.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent            481.25
           Additional Rent       96.25
           Total Monthly Rent   577.50

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Landlord maintains the responsibility for
 making any major mechanical or structural changes deemed necessary by state
 and federal regulations.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     HOOPER HOLMES INC.,
 INC.                                    dba PORTAMEDIC

 By:  Stanley Miller                     By:  Paul Kolacki
      Secretary,                              Executive Vice President & COO




 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.44

                                  L E A S E

      THIS LEASE made this 9th day of December, 1999, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      ILLINOIS INTRODUCTION'S INC. DBA THE RIGHT ONE,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 670 square feet of space, being approximately 28 feet in
 width and 24 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 122.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence January 1,
 2000, and shall continue for a period of Three (3) years and shall terminate
 on December 31, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Two (2) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One and 50/100ths
 ($1.50) Dollars per square foot of the leased premises.  In addition, during
 the option period Tenant shall pay as additional rental Tenant's pro rata
 share for taxes, utilities and operating expenses in accordance with
 Paragraph 6 of this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Six Hundred Sixty & No/100 ($660.00) Dollars per month without any
 deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing January 1, 2000 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place name on building directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises. Landlord will be responsible
 for all of the maintenance and repair of the exterior of the premises
 including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $660.00
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed in the leased
 space during the term of the Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                               TENANT:

 ABIDON, INC.                            ILLINOIS INTRODUCTION'S INC. DBA
                                         THE RIGHT ONE

 By:  Stanley Miller                     By:       John Lambos

      Secretary,                         President



                                         ------------------------------------
                                                               , individually


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.45

                                  L E A S E

      THIS LEASE made this 5th day of May, 2001, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      ILLINOIS INTRODUCTION'S INC. DBA THE RIGHT ONE,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 354 square feet of space, being approximately 20 feet in
 width and 18 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 101A.  The boundaries and location of the leased premises are outlined on
 the site plan of the first floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence June 1, 2001,
 and shall continue for a period of Twenty-six (26) months and shall
 terminate on July 31, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Three Hundred Eighty Two & 50/100 ($382.50) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing June 1, 2001 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place name on building directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises. Landlord will be responsible
 for all of the maintenance and repair of the exterior of the premises
 including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $382.50
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:             .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 ABIDON, INC.                            ILLINOIS INTRODUCTION'S INC. DBA
                                         THE RIGHT ONE

 By:  Stanley Miller                     By:
      Secretary,



                                         ------------------------------------
                                                               , individually

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.46

                                  L E A S E

      THIS LEASE made this 27th day of June, 2000, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      ILLINOIS INTRODUCTION'S INC. DBA THE RIGHT ONE,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 755 square feet of space, being approximately 27 feet in
 width and 28 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 126.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence August 1,
 2000, and shall continue for a period of Three (3) years and shall terminate
 on July 31, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Seven Hundred Seventy Five & No/100 ($775.00) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing August 1, 2000 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place name on building directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.
      19.  MISCELLANOUS: Tenant's first month rental obligation of $775.00
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                               TENANT:

 ABIDON, INC.                            ILLINOIS INTRODUCTION'S INC. DBA
                                         THE RIGHT ONE

 By:  Stanley Miller                     By:
      Secretary,                              Vice President


                                         ------------------------------------
                                                               , individually


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.47

                                  L E A S E

      THIS LEASE made this 12th day of December, 2000, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      JAMES ARCHER,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 504 square feet of space, being approximately 18.8 feet
 in width and 28 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 108A.  The boundaries and location of the leased premises are outlined on
 the site plan of the first floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence January 1,
 2001, and shall continue for a period of Two (2) years and shall terminate
 on December 31, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Two (2) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Three Hundred Forty One & 04/100 ($341.04) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing January 1, 2001, and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .06711 percent (.06711%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Three ($3.00) Dollars per leased square foot for the first year and
 those Tenants located on the second floor, third floor and the lower level
 shall pay One Dollar and 50/100ths ($1.50) per leased square foot for the
 first year.  The maximum amount to be paid by Tenant in any one year during
 the term of this Lease is Four Dollars and 50/100ths ($4.50) per leased
 square foot for the space located on the first floor and Two Dollars and
 25/100ths ($2.25) per leased square foot for the space located on the second
 and third floors.  Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $341.04
           Additional Rent     $167.94
           Total Monthly Rent  $508.98

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 ABIDON, INC.                            JAMES ARCHER

 By:  Stanley Miller                     By:       James Archer

      Secretary,




                                         ------------------------------------
                                                               , individually



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.48

                                  L E A S E

      THIS LEASE made this 15th day of December, 2000, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      JENNY CRAIG OPERATIONS, INC.
      A CALIFORNIA CORPORATION
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 2386 square feet of space, being approximately 25 plus
 6'x21'6" feet in width and 91 feet in depth, in the New Towne Plaza II, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 108 & Part 109.  The boundaries and location of the leased
 premises are outlined on the site plan of the first floor of the shopping
 center which is marked Exhibit "A" and attached hereto and incorporated
 herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence January 1,
 2001, and shall continue for a period of two (2) years and shall terminate
 on December 31, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Two (2) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of One Thousand Seven Hundred Eighty Nine & 50/100 ($1789.50) Dollars
 per month without any deductions or set-off unless otherwise provided herein
 in advance of the first day of each month commencing January 1, 2001 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .0272 percent (.0272%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Such additional rent shall be applied to the following property
 costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Jenny Craig Weight Loss Centre,
 including the operation of a weight loss center and the sale of related
 products.  Tenant shall be entitled to peaceable and quiet enjoyment of the
 leased premises upon payment of rent and compliance with the covenants and
 agreements contained herein and upon complying with all city laws and
 ordinances applicable to the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Present signs to remain the same.  Landlord to
 place Tenant's name on building directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1789.50
           Additional Rent     $  795.33
           Total Monthly Rent  $ 2584.83

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     JENNY CRAIG OPERATIONS, INC.
 INC.                                    A CALIFORNIA CORPORATION

 By:  Stanley Miller                     By:
      Secretary,




                                         ------------------------------------
                                                               , individually


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.49

                                  L E A S E

      THIS LEASE made this 11th day of April, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      JOHN & CANDY BRANNON DBA
      CANDY'S CREATIVE HAIR DESIGN,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1075 square feet of space, being approximately 44 feet in
 width and 25 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 120.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence April 15,
 2001, and shall continue for a period of Five (5) years and shall terminate
 on April 14, 2006.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Two (2) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by Two ($2.00) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Seven Hundred Sixteen & 67/100 ($716.67) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing April 15, 2001 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .013162 percent (.013162%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the first
 floor shall pay Four ($4.00) Dollars per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Five Dollars and 50/100ths ($5.50) per leased square
 foot for the space located on the first floor.  Such additional rent shall
 be applied to the following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Hair Replacement Salon.  Tenant
 shall be entitled to peaceable and quiet enjoyment of the leased premises
 upon payment of rent and compliance with the covenants and agreements
 contained herein and upon complying with all city laws and ordinances
 applicable to the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  716.67
           Additional Rent     $  358.33
           Total Monthly Rent  $ 1075.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                               TENANT:

 ABIDON, INC.                            JOHN & CANDY BRANNON DBA
                                         CANDY'S CREATIVE HAIR DESIGN

 By:  Stanley Miller                     By:  Candice L. Brannon

      Secretary,                              John Brannon




                                         ------------------------------------
                                                               , individually


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.50

                                  L E A S E

      THIS LEASE made this 8th day of February, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      JOHN JOHNSON DBA
      ALLIED MORTGAGE CAPITAL, INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1505 square feet of space, being approximately 25' x 45'
 plus 10' x 11' feet in width and 19'-9" x 14' in the New Towne Plaza II, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 315, 315A.  The boundaries and location of the leased
 premises are outlined on the site plan of the third floor of the shopping
 center which is marked Exhibit "A" and attached hereto and incorporated
 herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence April 1,
 2001, and shall continue for a period of three (3) years and shall terminate
 on March 31, 2004.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of One Thousand Five Hundred Five & no/100 ($1505.00*) Dollars per
 month without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing June 1, 2001 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.  * $1366.25 per month for April & May 2001.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electric and HVAC systems.  Landlord will be responsible
 for all of the maintenance and repair of the exterior of the premises
 including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $-0- shall
 be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                               TENANT:

 ABIDON, INC.                            JOHN JOHNSON DBA
                                         ALLIED MORTGAGE CAPITAL, INC.

 By:  Stanley Miller                     By:
      Secretary,                              Branch Manager


                                         ------------------------------------
                                                               , individually

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.51

                                  L E A S E

      THIS LEASE made this 3rd day of April, 1992, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      JOHN A. O'BRIEN,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 2100 square feet of space, being approximately 38 feet in
 width and 51 feet deep plus 12' x 26', in the New Towne Plaza II, a Shopping
 Center, located in Rockford, Illinois, which premises are known as Store
 Space No. 306.  The boundaries and location of the leased premises are
 outlined on the site plan of the third floor of the shopping center which is
 marked Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence August 1,
 1992 and shall continue for a period of Ten (10) years and shall terminate
 on July 31, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Ten (10) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by Two ($2.00) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Nineteen Hundred Twenty Five ($1925.00) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing August 1, 1992 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .012857 percent (.012857%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Two ($2.00) Dollars per leased square foot for the first year and those
 Tenants located on the second floor, third floor and the lower level shall
 pay One Dollar ($1.00) per leased square foot for the first year.  The
 maximum amount to be paid by Tenant in any one year during the term of this
 Lease is Three Dollars ($3.00) per leased square foot for the space located
 on the first floor and One Dollar and 50/100ths ($1.50) per leased square
 foot for the space located on the second floor.  Such additional rent shall
 be applied to the following property costs and services.  During the option
 years the maximum amount to be paid by Tenant in any one year during the
 term of this Lease is $3.37 per leased square foot per year.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant shall fail to pay rent when due and
 payable any rent or any additional rent, there shall be a Twenty-five
 ($25.00) Dollar late charge assessed against Tenant and such unpaid amount
 shall bear interest from the due date thereof to the date of payment at the
 rate of Eighteen (18%) percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Dental Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal and subject to Tenant's
 obligation for reimbursement of its pro rata share pursuant to Paragraph
 6.C. Landlord reserves the right to designate and locate parking spaces for
 Tenant and to establish reasonable rules and regulations with respect to
 parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent:

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1,925.00
           Additional Rent     $   175.00
           Total Monthly Rent  $ 2,100.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Landlord to complete buildout as per
 Exhibit C, install all cabinets, countertops, complete all plumbing
 connections, provide all electrical hookup and wall and floor covering.
 Tenant to furnish all cabinets, countertops and dental equipment.  Tenant
 may remove Tenant's equipment and cabinetry at the end of this Lease. Tenant
 to pay for removal and repair of any damaged caused by the removal.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     JOHN A. O'BRIEN
 INC.

 By:  Stanley Miller                     By:  John A. O'Brien

      Secretary,

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.52

                                  L E A S E

      THIS LEASE made this 30th day of March, 1998, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      KIRKWOOD EDUCATION SERVICES INC.
      DBA HUNTINGTON LEARNING CENTER,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1500 square feet of space, being approximately 6.5 plus
 12x17 feet in width and 51 feet in depth, in the New Towne Plaza II, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 104.  The boundaries and location of the leased premises are
 outlined on the site plan of the first floor of the shopping center which is
 marked Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence May 1, 1998,
 and shall continue for a period of Five (5) years and shall terminate on
 April 30, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by one ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of One Thousand and no/100 ($1,000.00) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing May 1, 1998 and monthly thereafter during
 the term of this Lease with such rent payable at the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .0171 percent (.0171%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Four ($4.00) Dollars per leased square foot for the first year and those
 Tenants located on the second floor, third floor and the lower level shall
 pay Two Dollars & 25/100ths ($2.25) per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Five ($5.00) per leased square foot for the space
 located on the first floor and Two Dollars and 75/100ths ($2.75) per leased
 square foot for the space located on the second and third floors.  Such
 additional rent shall be applied to the following property costs and
 services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Learning Center.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant name on building
 directory.  Tenant may install one sign on marquee poles 4' x 10' double
 faced, illuminated at Tenant's expense.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except major electrical and
 HVAC systems repairs.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 1075 Kirkwood Dr., Inverness, Illinois 60067.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1000.00
           Additional Rent     $  500.00
           Total Monthly Rent  $ 1500.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease. Utilities: Tenant shall share utilities with
 Tenant in Suite 103.  Tenant to pay its proportional share according to the
 occupied space monthly.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     KIRKWOOD EDUCATION SERVICES
 INC.                                    INC. DBA HUNTINGTON LEARNING
                                         CENTER

 By:  Stanley Miller                     By:
      Secretary,

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.53

                                  L E A S E

      THIS LEASE made this 19th day of September, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      LARRY BUCKMAN & DEBBIE BUCKMAN,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 910 square feet of space, being approximately 20.5 feet
 in width and 45 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 316A & 316B.  The boundaries and location of the leased premises are
 outlined on the site plan of the third floor of the shopping center which is
 marked Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence October 1,
 2001, and shall continue for a period of One (1) year and shall terminate on
 September 30, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional -0- (-0-) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by None ($-0-) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Eight Hundred Fifty & 83/100 ($850.83) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing October 1, 2001 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electric and HVAC systems.  Landlord will be responsible
 for all of the maintenance and repair of the exterior of the premises
 including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $850.83
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                          TENANT:

 ABIDON, INC.                       LARRY BUCKMAN & DEBBIE
                                    BUCKMAN


 By:  Stanley Miller                By:       Deborah K. Buckman

      Secretary,                    L. Buckman



                                    -----------------------------------------
                                                               , individually


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.54

                                  L E A S E

      THIS LEASE made this 19th day of October, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      LEARNING & DISCOVERING SELF COUNSELING SERVICES,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 110 square feet of space, being approximately 10 feet in
 width and 11 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 2156B.  The boundaries and location of the leased premises are outlined on
 the site plan of the second floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence October 15,
 2001, and shall continue for a period of One (1) year and shall terminate on
 October 14, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional One (1) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One  ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of One Hundred Ten and 00/100 ($110.00) Dollars per month without any
 deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing October 15, 2001 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.
      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electric and HVAC systems.  Landlord will be responsible
 for all of the maintenance and repair of the exterior of the premises
 including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $110.00
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:             .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                          TENANT:

 ABIDON,  INC.                      LEARNING & DISCOVERING SELF
                                    COUNSELING SERVICES

 By:  Stanley Miller                By:
      Secretary,


                                    -----------------------------------------
                                                               , individually


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.55

                                  L E A S E

      THIS LEASE made this 17th day of July, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      LEE, HECHT, HARRISON LLC
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 3790 square feet of space, being approximately 75'10"
 feet in width and 50'8" feet in depth, in the New Towne Plaza II, a Shopping
 Center, located in Rockford, Illinois, which premises are known as Store
 Space No. 301 & 314.  The boundaries and location of the leased premises are
 outlined on the site plan of the third floor of the building which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence September 1,
 2001, and shall continue for a period of Three (3) years and shall terminate
 on August 31, 2004.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Two Thousand Six Hundred Five & 63/100 ($2605.63) Dollars per
 month without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing September 1, 2001, and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .03199 percent (.03199%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Four ($4.00) Dollars per leased square foot for the first year and those
 Tenants located on the second floor, third floor and the lower level shall
 pay Two Dollars and 25/100ths ($2.25) per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Five Dollars and no/100ths ($5.00) per leased square
 foot for the space located on the first floor and Three Dollars and
 25/100ths ($3.25) per leased square foot for the space located on the second
 and third floors.  Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical, plumbing and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.  Tenant shall have the right to sublet the premises or assign the
 lease without Landlords' consent but on notice to Landlord to an entity
 which it controls, which controls it, or which is under common control with
 it.  No such assignment or sublet shall relieve Tenant from the performance
 of any obligation arising under the Lease.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois,
 with copies to Lee, Hecht, Harrison LLC, 50 Tice Blvd., Wood Cliff Lake NJ
 07677, Attn: Peter Alcide.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 2605.63
           Additional Rent     $  710.62
           Total Monthly Rent  $ 3316.25

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: If Management Resource Group vacates the
 east part of space 301 or 1200 square feet, tenant will rent the east part
 of space 301, tenant may then vacate the west part of 314 (1200 sq. ft.) No
 change in rent will occur.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                          TENANT:

 ABIDON, INC.,                      LEE, HECHT, HARRISON LLC


 By:  Stanley Miller                By:
      Secretary,



                                    -----------------------------------------
                                                               , individually

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600


 ****************************************************************************

                                                                     EX-10.56

                                  L E A S E

      THIS LEASE made this 17th day of July, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      MANAGEMENT RESOURCE GROUP,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1200 square feet of space, being approximately 25 feet in
 width and 50 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 East Part, Space No. 301.  The boundaries and location of the leased
 premises are outlined on the site plan of the third floor of the building
 which is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence September 1,
 2001, and shall continue for a period of One (1) years and shall terminate
 on August 31, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional One (1) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Eight Hundred Twenty Five & no/100ths ($825.00) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing September 1, 2001 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .03199 percent (.03199    %). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Four ($4.00) Dollars per leased square foot for the first year and those
 Tenants located on the second floor, third floor and the lower level shall
 pay Two Dollars and 25/100ths ($2.25) per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Five Dollars and no/100ths ($5.00) per leased square
 foot for the space located on the first floor and Three Dollars and
 25/100ths ($3.25) per leased square foot for the space located on the second
 and third floors.  Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office. Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  825.00
           Additional Rent     $  225.00
           Total Monthly Rent  $ 1050.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tenant may sublet part of the premises to
 another tenant.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.

 LANDLORD:                          TENANT:

 ABIDON, INC.,                      MANAGEMENT RESOURCE GROUP

 By:  Stanley Miller                By:  Dan Cataldi
      Secretary,                         President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN           -----------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.57

                                  L E A S E

      THIS LEASE made this 15th day of November, 1994, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      MARK ROULEAU,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 525 square feet of space, being approximately 24 feet in
 width and 23 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 215D.  The boundaries and location of the leased premises are outlined on
 the site plan of the second floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence January 14,
 1995, and shall continue for a period of Two (2) years and shall terminate
 on January 13, 1997.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Two (2) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of Four Hundred Thirty Seven and 50/100 ($437.50) Dollars per
 month without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing January 14, 1995 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      7.   LATE CHARGES: If Tenant shall fail to pay when due and payable any
 rent or any additional rent, there shall be a Twenty-five ($25.00) Dollar
 late charge assessed against Tenant and such unpaid amount shall bear
 interest from the due date thereof to the date of payment at the rate of
 Eighteen (18%) percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles are not switched, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $437.50
           Additional Rent     $   -0-
           Total Monthly Rent  $437.50

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     MARK ROULEAU
 INC.

 By:  Stanley Miller                     By:       Mark Rouleau

      Secretary,

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

<PAGE>


                            OPTION TO EXTEND LEASE

 DATE:          January 16, 2001

 LEASE DATED:   11/15/94  Between ABIDON, INC. (LANDLORD) and MARK ROULEAU
 (TENANT), SPACE NO. 215D.

 TENANT wishes to exercise Option to Extend the above lease for an additional
 Two (2) years ending on January 13, 2003.

 The Base Rental for the Option period shall be Five Hundred Nine Dollars &
 69/100 ($509.69) per month plus additional rental of None ($-0-) per month.

 All other terms of the lease remain the same.


      LANDLORD:                          TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     MARK ROULEAU
 INC.

 By:  Stanley Miller                     By:       Mark Rouleau

      Secretary,

 ****************************************************************************

                                                                     EX-10.58

                                  L E A S E

      THIS LEASE made this 11th day of May, 1999, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      MARY'S CANDY BOUQUET INC.
      BY MARY LAURENCE,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1200 square feet of space, being approximately 25 feet in
 width and 50 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 107.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence June 1, 1999,
 and shall continue for a period of five (5) years and shall terminate on May
 31, 2004.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Lone Thousand and no/100 ($1000.00) Dollars per month without any
 deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing June 1, 1999 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .0136 percent (.0136%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the first
 floor shall pay Four ($4.00) Dollars per leased square foot for the first
 year and those Tenants located on the second floor, third floor and the
 lower level shall pay Two Dollars and 25/100ths ($2.25) per leased square
 foot for the first year.  The maximum amount to be paid by Tenant in any one
 year during the term of this Lease is Five Dollars and 00/100ths ($5.00) per
 leased square foot for the space located on the first floor and Two Dollars
 and 75/100ths ($2.75) per leased square foot for the space located on the
 second and third floors.  Such additional rent shall be applied to the
 following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Retail Sales.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant name on building
 directory.  Tenant may install one sign on marquee poles 4' x 10' double
 faced, illuminated at Tenant's expense.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except major electrical and
 HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1000.00
           Additional Rent     $  400.00
           Total Monthly Rent  $ 1400.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed in the leased
 space during the term of this Lease.  BUYOUT: Tenant may cancel this lease
 at the end of thirty six months (36) by giving six months written notice to
 landlord and a payment equal to four months (4) rental, five thousand six
 hundred dollars and no/100s ($5600.00).

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     MARY'S CANDY BOUQUET, INC.
 INC.                                    By: MARY LAURENCE

 By:  Stanley Miller                     By:       Mary Laurence
      Secretary,

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN                ------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.59

                                  L E A S E

      THIS LEASE made this 24th day of June, 1997, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      MID NORTHERN MANAGEMENT INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1590 square feet of space, being approximately 25 feet in
 width and 50 plus 25' x 16' feet in depth, in the New Towne Plaza II, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 304.  The boundaries and location of the leased premises are
 outlined on the site plan of the third floor of the building which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence November 15,
 1997, and shall continue for a period of Five (5) years and shall terminate
 on November 14, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One  ($1.00   )
 Dollar per square foot of the leased premises.  In addition, during the
 option period Tenant shall pay as additional rental Tenant's pro rata share
 for taxes, utilities and operating expenses in accordance with Paragraph 6
 of this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of One Thousand Sixty ($1060.00) Dollars per month without any
 deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing November 15, 1997 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .0097 percent (.0097%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Three ($3.00) Dollars per leased square foot for the first year and
 those Tenants located on the second floor, third floor and the lower level
 shall pay One Dollar ($1.00) per leased square foot for the first year.  The
 maximum amount to be paid by Tenant in any one year during the term of this
 Lease is Four Dollars and 50/100ths ($4.50) per leased square foot for the
 space located on the first floor and Two Dollars and 25/100ths ($2.25 per
 leased square foot for the space located on the second and third floors.
 Such additional rent shall be applied to the following property costs and
 services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord shall place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.                  .

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1060.00
           Additional Rent     $  198.75
           Total Monthly Rent  $ 1258.75

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     MID NORTHERN MANAGEMENT, INC.
 INC.

 By:  Stanley Miller                     By:
      Secretary,

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.60

                                  L E A S E

      THIS LEASE made this 13th day of August, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      MIDWEST HOME FUNDING, LLC,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1225 square feet of space, being approximately 25 feet in
 width and 50 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 117.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence September 1,
 2001, and shall continue for a period of Three (3) years and shall terminate
 on August 31, 2004.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One  ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Eight Hundred Sixteen & 67/100 ($816.67) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing September 1, 2001 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .13962 percent (.13962%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Four ($4.00) Dollars per leased square foot for the first year and those
 Tenants located on the second floor, third floor and the lower level shall
 pay Two Dollars and 25/100ths ($2.25) per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Five Dollars and 25/100ths ($5.25) per leased square
 foot for the space located on the first floor and Three Dollars and
 25/100ths ($3.25) per leased square foot for the space located on the second
 and third floors. Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.                  .

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  816.67
           Additional Rent     $  408.33
           Total Monthly Rent  $ 1225.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 ABIDON, INC.                            MIDWEST HOME FUNDING LLC

 By:  Stanley Miller                     By:  Robert C. Brey
      Secretary,                              President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN                ------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.61

                                  L E A S E

      THIS LEASE made this 19th day of September, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      MIDWEST SLEEP & NEURODIAGNOSITC INSTITUTE INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 2900 square feet of space, being approximately 78 feet in
 width and 50'8" feet in depth, less 26'4" x 29'8" & 9' x 19'8", in the
 New Towne Plaza II, a Shopping Center, located in Rockford, Illinois, which
 premises are known as Store Space No. 207.  The boundaries and location of
 the leased premises are outlined on the site plan of the second floor of the
 shopping center which is marked Exhibit "A" and attached hereto and
 incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence November 1,
 2001, and shall continue for a period of Four (4) years and one month and
 shall terminate on November 30, 2005.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of One Thousand Eight Hundred Seventy Two & 92/100ths ($1872.92)
 Dollars per month without any deductions or set-off unless otherwise
 provided herein in advance of the first day of each month commencing
 November 1, 2001 and monthly thereafter during the term of this Lease with
 such rent payable at the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .018592  percent (.018592%). Tenant's share has been calculated
 by computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the second floor, shall
 pay Two Dollars and 25/100ths ($2.25) per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Three Dollars and 25/100ths  ($3.25) per leased square
 foot per year.  Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office. Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electrical and HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1872.92
           Additional Rent     $  543.75
           Total Monthly Rent  $ 2416.67

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.
      21.  ADDITIONAL PROVISIONS: Present lease between Abidon Inc. and
 Midwest Sleep & Neurodiagnostic Institute Inc. to be cancelled upon
 execution of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ABIDON, INC.                       MIDWEST SLEEP & NEURO-
                                    DIAGNOSTIC INSTITUTE INC.

 By:  Stanley Miller                By:  Laura N. Tinley
      Secretary,                         President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN           -----------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.62

                                  L E A S E

      THIS LEASE made this 15th day of September, 1999, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      MILLWARD BROWN INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 5,650 square feet of space, being approximately 50 plus
 13' x 51' feet in width and 100 feet in depth, in the New Towne Plaza II, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 312.  The boundaries and location of the leased premises are
 outlined on the site plan of the third floor of the shopping center which is
 marked Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence February 1,
 2000, and shall continue for a period of Three (3) years and shall terminate
 on January 31, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by -0- ($-0-) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Four Thousand Seven Hundred Eight & 33/100 ($4708.33) Dollars per
 month without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing February 1, 2000 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be 3.459 percent (3.459%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the third
 floor shall pay Two Dollars and 25/100ths ($2.25) per leased square foot for
 the first year.  The maximum amount to be paid by Tenant in any one year
 during the term of this Lease is Two Dollars and 75/100ths ($2.75) per
 leased square foot for the space located on the third floor.  Such
 additional rent shall be applied to the following property cost and
 services.  Such amount to be pro rated for partial years during the lease
 term.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments exclusive of penalties and
 interest which have been levied or assessed upon such premises for each
 calendar year or fraction thereof during the lease term.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 reasonable and customary charges for public utilities, whether furnished by
 Landlord or otherwise exclusively to the leased premises, and including, but
 not limited to, gas, electricity, sewer, water and heat. Landlord shall
 provide the following services to the leased premises: heat, air
 conditioning, elevator, water and electricity for Tenant's comfortable
 occupancy of leased premises.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center which
 benefit all Tenants of center and are not required to be paid by any one
 particular Tenant.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow and ice, trash, rubbish, and garbage, and ten (10%) percent of all the
 costs included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office, Marketing and
 Marketing Research.  Tenant shall be entitled to peaceable and quiet
 enjoyment of the leased premises upon payment of rent and compliance with
 the covenants and agreements contained herein and upon complying with all
 city laws and ordinances applicable to the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow and ice removal. Landlord reserves the
 right to designate and locate parking spaces for Tenant and to establish
 reasonable rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent, which consent shall not be unreasonably
 withheld or delayed.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord will provide Tenant's company name on
 Directory inside main entrance to building and plaque beside space entrance
 door.  Tenant may purchase one 4' x 11' sign for marquee on first come first
 serve basis.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except major electrical and
 HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a material part thereof, or a
 material part of the building are destroyed or damaged by fire or other
 casualty, and Landlord elects not to repair such damage, Landlord may
 terminate this Lease by notice to Tenant within thirty (30) days after the
 date of such fire or other casualty, and all rents as provided in this Lease
 shall be prorated to the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects or is required to rebuild or restore the damaged premises,
 this Lease shall not terminate and Landlord shall repair the premises at
 Landlord's expense and all rents or a just portion thereof considering the
 nature and extent of the damages sustained to the leased premises, shall
 abate until the leased premises have been repaired or restored by the
 Landlord and Tenant can lawfully occupy same.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld or delayed.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises with reasonable notice during the last six (6) months of the lease
 term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy with rental rates in
 effect immediately prior to termination.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois, or
 fax to 1-708-505-0077, with a copy to: Millward Brown Inc. 585 E. Diehl Rd.,
 Naperville, IL 60565, Attn: Paul Jaskowiak.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $4708.33
           Additional Rent     $1059.38
           Total Monthly Rent  $5767.71

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed in the leased
 space during the term of this Lease. Tenant shall have the right without
 consent of Landlord to sublet the leased premises or assign this Lease to an
 Affiliate of Tenant. For purposes herein, "Affiliate" shall mean any person
 or any entity or corporation controlling, controlled by or under common
 control with Tenant.

      22.  [exhibits C & D] Landlord to remodel as per revised floor plan.
 Remove paper on steel columns in dialing room and paint, remove and replace
 all carpeting in all rooms with like carpeting and replace all vinyl base,
 do all electrical changes for lighting and electrical outlets.  Install
 protective corner moldings.  Landlord to complete work at Landlord's expense
 as soon as possible.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     MILLWARD BROWN
 INC.

 By:  Stanley Miller                     By:  David Sandberg
      Secretary,                              CFO

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN                ------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.63

                                  L E A S E

      THIS LEASE made this 10th day of August, 1999, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      NATURAL GOODNESS INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1000 square feet of space, being approximately 26 feet in
 width and 43 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 103.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence September 1,
 1999, and shall continue for a period of Five (5) years and shall terminate
 on August 31, 2004.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by Two ($2.00) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Six Hundred Sixty Six & 67/100 ($666.67) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing September 1, 1999 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .0114 percent (.0114%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the first
 floor shall pay Four ($4.00) Dollars per leased square foot for the first
 year and those Tenants located on the second floor, third floor and the
 lower level shall pay Two Dollars and 25/100ths ($2.25) per leased square
 foot for the first year.  The maximum amount to be paid by Tenant in any one
 year during the term of this Lease is Five Dollars ($5.00) per leased square
 foot for the space located on the first floor and Two Dollars and 75/100ths
 ($2.75) per leased square foot for the space located on the second and third
 floors.  Such additional rent shall be applied to the following property
 costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Retail Sales.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.  Tenant may install one sign on marquee poles 4' x 10' double
 faced, illuminated at Tenant's expense if space is available.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except major electrical and
 HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  666.67
           Additional Rent     $  333.33
           Total Monthly Rent  $ 1000.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed in the leased
 space during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     NATURAL GOODNESS INC.
 INC.

 By:  Stanley Miller                     By:  Julie A. Thompson
      Secretary,                              President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN                ------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600


<PAGE>

                             ASSIGNMENT OF LEASE


      AGREEMENT by and between NATURAL GOODNESS, INC. (Lessee), and HARKNESS
 INSURANCE LLC (Assignee), and STATE STREET INVESTORS OF ROCKFORD, INC.,
 (Owner).  For value received, it is agreed by and between the parties that:

      1.   Lessee hereby agrees to assign, transfer and deliver to Assignee
 all of Lessee's remaining rights in and to a certain lease between Lessee
 and Owner for premises known as:

      5301 East State Street, Rockford, Illinois,

 under lease dated August 10, 1999.


      2.   Assignee agrees to accept said Lease, pay all rents and punctually
 perform all Lessee's remaining obligations under said Lease accruing after
 the date of delivery of possession to the Assignee as contained herein.

      3.   The parties acknowledge that Lessee shall deliver possession of
 the leased premises to Assignee on October 1, 2000 (effective date); time
 being of the essence.  All rights and other charges accrued under the Lease
 prior to said date shall be fully paid by Lessee and thereafter by the
 Assignee:

      4.   Owner hereby assents to the assignment of lease, provided that:
           a)   Assent to the assignment shall not discharge Lessee of its
                obligations to pay rent under the Lease in the event of
                breach by Assignee.
           b)   In the event of breach by Assignee, Owner shall provide
                Lessee with written notice of same and Lessee shall have full
                rights to recover possession of the leased premises (in the
                name of Landlord, if necessary) and retain all rights for the
                duration of said Lease provided it shall pay all accrued
                rents and cure any other default.

      5.   The parties acknowledge the Lease to be in good standing and in
 full force and effect without modification.

      6.   The original Lease Agreement is attached hereto as "ADDENDUM ONE."

      7.   This agreement shall be binding upon and inure to the benefit of
 the parties, their successors, assigns and personal representatives.

      Signed this 29th Day of September, 2000.


                               Julie A. Thompson
                               Lessee, NATURAL GOODNESS, INC.


                               Charles D. Harkness
                               Assignee, HARKNESS INSURANCE LLC


                               Stanley Miller, Sec.
                               Owner, STATE STREET INVESTORS OF
                               ROCKFORD, INC.

 ****************************************************************************

                                                                     EX-10.64

                                  L E A S E

      THIS LEASE made this 15th day of February, 2000, by and between:

      UBUY2 INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      NECCHI NEW HOME SEWING CENTER,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 3630 square feet of space, being approximately 51 feet in
 width and 64 feet in depth, plus 7' x 28' & 12' x 28' in the New Towne Plaza
 II, a Shopping Center, located in Rockford, Illinois, which premises are
 known as Store Space No. 109 & 110.  The boundaries and location of the
 leased premises are outlined on the site plan of the first  floor of the
 shopping center which is marked Exhibit "A" and attached hereto and
 incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence March 1,
 2000, and shall continue for a period of Ten (10) years and shall terminate
 on February 29, 2010.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Ten (10) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by Two ($2.00    )
 Dollars per square foot of the leased premises.  In addition, during the
 option period Tenant shall pay as additional rental Tenant's pro rata share
 for taxes, utilities and operating expenses in accordance with Paragraph 6
 of this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Two Thousand Five Hundred Seventy One & 25/100 ($2571.25) Dollars
 per month without any deductions or set-off unless otherwise provided herein
 in advance of the first day of each month commencing March 1, 2000 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall  be .041372  percent (.041372%). Tenant's share has been calculated
 by computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building.  Initially, Tenants whose leased space is located on the first
 floor shall pay Four  ($4.00) Dollars per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Five Dollars ($5.00) per leased square foot for the
 space located on the first floor.  Such additional rent shall be applied to
 the following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Retail sales and service, sewing
 machines and other miscellaneous items. Tenant shall be entitled to
 peaceable and quiet enjoyment of the leased premises upon payment of rent
 and compliance with the covenants and agreements contained herein and upon
 complying with all city laws and ordinances applicable to the leased
 premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: One sign individual letters over awning 18' x 24"
 and also one 4' x 10' sign on poles in front of building allowed.  One small
 sign on interior hall door at entrance to Necchi New Home Sewing Center.
 Additional appropriated signs in interior rental space.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except major electrical and
 HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $2571.25
           Additional Rent     $1210.00
           Total Monthly Rent  $3781.25

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:
 UBUY2 INC.                              NECCHI NEW HOME SEWING CENTER

 By:  Stanley Miller                     By:  Larry Bromberg
      Secretary,


 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN                ------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600
 Rev. 7/98

 ****************************************************************************

                                                                     EX-10.65

                                  L E A S E

      THIS LEASE made this 12th day of March, 2001, by and between:

      ABIDON INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      NORBERT J. WICK,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 280 square feet of space, being approximately 13 feet in
 width and 22 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 216B.  The boundaries and location of the leased premises are outlined on
 the site plan of the second floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence March 12,
 2001, and shall continue for a period of One (1) year and shall terminate on
 March 11, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional One (1) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by -0- ($-0-) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Two Hundred Eighty & no/100 ($280.00) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing March 12, 2001 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office. Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electric and HVAC systems.  Landlord will be responsible
 for all of the maintenance and repair of the exterior of the premises
 including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $280.00
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS:                            .

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ABIDON, INC.                       NORBERT J. WICK

 By:  Stanley Miller                By:  Norbert J. Wick
      Secretary,

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN           -----------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.66

                                  L E A S E

      THIS LEASE made this 28th day of August, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      ON IT LLC
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 2700 square feet of space, being approximately 75'4" plus
 25' 4" x 20' 5" feet in width and 30'3" feet in depth, in the New Towne
 Plaza II, a Shopping Center, located in Rockford, Illinois, which premises
 are known as Store Space No. 205.  The boundaries and location of the leased
 premises are outlined on the site plan of the second floor of the shopping
 center which is marked Exhibit "A" and attached hereto and incorporated
 herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence September 24,
 2001, and shall continue for a period of Five (5) years and shall terminate
 on September 23, 2006.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of See Rent Schedule ($ ) Dollars per month without any deductions or
 set-off unless otherwise provided herein in advance of the first day of each
 month commencing September 24, 2001 and monthly thereafter during the term
 of this Lease with such rent payable at the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .1731 percent (.1731%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Four ($4.00) Dollars per leased square foot for the first year and those
 Tenants located on the second floor, third floor and the lower level shall
 pay Two Dollars and 25/100ths ($2.25) per leased square foot for the first
 year.  The maximum amount to be paid by Tenant in any one year during the
 term of this Lease is Five Dollars and no/100ths ($5.00) per leased square
 foot for the space located on the first floor and Three Dollars and
 25/100ths ($3.25) per leased square foot for the space located on the second
 and third floors. Such additional rents shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory. Tenant may install at Tenant's expense and Tenant must maintain
 at Tenant's expense a 4' x 10' sign on the bottom south position of the
 three pole marquee on East State Street.  Tenant may upgrade sign to another
 location if a more desirable location becomes available at a later date.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.                  .

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  See Rent Schedule Under #21.
           Additional Rent     $
           Total Monthly Rent  $

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: RENT SCHEDULE:

                    Base Rent   Additional Rent        Total Rent
 Months 1 thru 12    $1597.50       $506.25             $2103.75
 Months 13 thru 24   $1822.50       $506.25             $2328.75
 Months 25 thru 36   $2047.50       $506.25             $2553.75
 Months 37 thru 48   $1822.50       $506.25             $2328.75
 Months 49 thru 60   $1822.50       $506.25             $2328.75

      22.  Tenant may cancel this Lease after Three (3) years upon paying a
 lump sum to Landlord in the amount of thirteen thousand nine hundred seventy
 two dollars and 50/100 ($13,972.50).

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ABIDON, INC.                       ON IT, LLC

 By:  Stanley Miller                By:
      Secretary,                         President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.67

                                  L E A S E

      THIS LEASE made this 14th day of October     , 1996, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      PERIODIC PAYMENT INC. and ARNE R. JACOBSEN
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois.

      Approximately 1550 square feet of space, being approximately 31 feet in
 width and 50 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 203.  The boundaries and location of the leased premises are outlined on the
 site plan of the second  floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence December 1,
 1996, and shall continue for a period of Five (5) years and shall terminate
 on November 30, 2001.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One  ($1.00) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   BASE RENT: During the initial term of this Lease, Tenant shall pay
 rent in the amount of See #19 Dollars per month without any deductions or
 set-off unless otherwise provided herein in advance of the first day of each
 month commencing December 1, 1996 and monthly thereafter during the term of
 this Lease with such rent payable at the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's base
 and additional rent, prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below.  For purpose of the additional rents, the
 Tenant's pro rata share shall be .0949 percent (.0949%). Tenant's share has
 been calculated by computing the percentage of Tenant's leased square
 footage to the total leasable square footage in the building. In addition,
 such percentage has been adjusted in accordance with the location of
 Tenant's space in the building. First floor tenants pay twice as much per
 square foot of leased space as Tenants on the second and third floors and
 lower levels.  Initially, Tenants whose leased space is located on the first
 floor shall pay Three ($3.00) Dollars per leased square foot for the first
 year and those Tenants located on the second floor, third floor and the
 lower level shall pay One Dollar and 50/100ths ($1.50) per leased square
 foot for the first year.  The maximum amount to be paid by Tenant in any one
 year during the term of this Lease is Four Dollars and 50/100ths ($4.50) per
 leased square foot for the space located on the first floor and Two Dollars
 and 25/100ths ($2.25) per leased square foot for the space located on the
 second and third floors. Such additional rent shall be applied to the
 following property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 15 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal subject to Tenant's obligation
 for reimbursement of its pro rata share pursuant to Paragraph 6.C. .
 Landlord reserves the right to designate and locate parking spaces for
 Tenant and to establish reasonable rules and regulations with respect to
 parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

                             Months 1 thru 24       Months 25 thru 60
           Base Rent              904.17                 1,033.33
           Additional Rent        193.74                   193.74
           Total Monthly Rent   1,097.91                 1,227.07


      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     PERIODIC PAYMENT INC. and ARNE. R.
 INC.                                    JACOBSEN

 By:  Stanley Miller                     By:  Arne R. Jacobsen
      Secretary,                              Stan W. Galler
                                              President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.68

                                  L E A S E

      THIS LEASE made this 8th day of February, 2001, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      PETER FRANCIS GERACI,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 700 square feet of space, being approximately 29 feet in
 width and 23 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 216.  The boundaries and location of the leased premises are outlined on the
 site plan of the second floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence April 1,
 2001, and shall continue for a period of three (3) years and shall terminate
 on March 31, 2004.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by one ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Seven Hundred and no/100 ($700.00) Dollars per month without any
 deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing April 1, 2001 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electric and HVAC systems.  Landlord will be responsible
 for all of the maintenance and repair of the exterior of the premises
 including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $-0- shall
 be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tenant may cancel this lease after fifteen
 months by giving three months written notice at the end of one year.

      22.  Present lease on space #315A to be cancelled upon signing of this
 lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     PETER FRANCIS GERACI
 INC.

 By:  Stanley Miller                     By:  Peter Francis Geraci

      Secretary,                         Attorney at Law
                                         55 E. Monroe, Suite 3400
                                         Chicago, IL 60603


                                         ------------------------------------
                                                               , individually

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.69

                                  L E A S E

      THIS LEASE made this 11th day of March, 1997, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      PRO CARE DENTAL GROUP, P.C.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1340 square feet of space, being approximately 28 feet in
 width and 50.8 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 307A.  The boundaries and location of the leased premises are outlined on
 the site plan of the third floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence on or before
 July 1, 1997, and shall continue for a period of Ten (10) years and shall
 terminate on June 30, 2007.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by Two ($2.00) Dollars
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of See Rent Schedule Addendum ($       ) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing July 1, 1997 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .082 percent (.082%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased usable square footage to the
 total leasable square footage in the building. In addition, such percentage
 has been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Three ($3.00) Dollars per leased square foot for the first year and
 those Tenants located on the second floor, third floor and the lower level
 shall pay One Dollar and 50/100ths ($1.50) per leased square foot for the
 first year.  The maximum amount to be paid by Tenant in any one year during
 the term of this Lease is Four Dollars and 50/100ths ($4.50) per leased
 square foot for the space located on the first floor and Two Dollars and
 25/100ths ($2.25) per leased square foot for the space located on the second
 and third floors. Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for
 utilities used in occupied space, whether furnished by Landlord or
 otherwise, and including, but not limited to, gas, electricity, sewer, water
 and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.  Upon Landlord notice of increase in
 additional rental, Landlord will provide an accounting cost list of the
 actual present cost to date.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days after
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   Tenant is responsible for all maintenance and repairs of the
 leased space throughout the term of this Lease including replacement of
 light bulbs excluding structure.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Dental Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.  All Tenant employees must
 not park anywhere around the perimeter of the building. Parking around and
 next to the building is for customers use only.  There is no designated
 parking places for anyone.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 become Landlord's property, provided, however, Landlord shall have the right
 to request their removal upon the termination of this Lease, in which case
 Tenant shall be responsible for the cost of such removal. In the event
 Landlord consents or requests removal, Tenant shall be responsible for
 repair of any damage to the premises resulting from such removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent:  Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except major electrical and
 HVAC systems.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default. Landlord shall be responsible for attorney's fees
 and costs incurred by the Tenant as a result of Landlord's default or breach
 of its obligation herein.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent      Month 1-12  $ 1,061.50 (See Rent Schedule Addendum)
           Additional Rent            $   167.50
           Total Monthly Rent         $ 1,229.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease. Tenant may remove and retain
 possession/ownership of all non-trade fixtures or equipment at the end of
 Lease provided Tenant restores premises to its original condition as it was
 in prior to the installation of the fixtures. Landlord to complete buildout
 as per Exhibit C, install all cabinets, countertops, complete all plumbing
 connections, provide all electrical hookup and wall and floor coverings.
 Tenant to furnish all cabinets, countertops, and dental equipment.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     PRO CARE DENTAL GROUP, P.C.
 INC.

 By:  Stanley Miller                     By:
      Secretary,                              President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

<PAGE>


                           RENTAL SCHEDULE ADDENDUM
                        SUITE 307A, NEW TOWNE PLAZA II
                             5301 E. STATE STREET
                              ROCKFORD, ILLINOIS

 5.   BASE RENT: Base rent during the term of the lease on the above
      mentioned location shall be:

      Months 1 thru 12    $1,061.50 plus $167.50* additional rent
                          for a total of $1,229.00 per mo.
      Months 13 thru 60   $1,340.50 plus $167.50* additional rent
                          for a total of $1,508.00 per mo.
      Months 61 thru 120  $1,284.17 plus $167.50* additional rent
                          for a total of $1,451.67 per mo.

 *See Paragraph 6 of Lease with regards to additional rent adjustments.

 ****************************************************************************

                                                                     EX-10.70

                                  L E A S E

      THIS LEASE made this 29th day of October, 1998, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      RICHARD J. KRETZ,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 340 square feet of space, being approximately 15 feet in
 width and 23 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 216A.  The boundaries and location of the leased premises are outlined on
 the site plan of the second floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence November 20,
 1998, and shall continue for a period of Five (5) years and shall terminate
 on November 19, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One  ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Three Hundred Twenty Three and 00/100 ($323.00) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing November 20, 1998 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent:                    .

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.  Landlord will be
 responsible for all of the maintenance and repair of the exterior of the
 premises including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $323.00
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed in the leased
 space during the term of the Lease.  Tenant may buy out this Lease anytime
 after 12 months by paying thirty eight hundred seventy six dollars
 ($3,876.00) to Landlord or if Tenant vacates the space Landlord will cancel
 this lease as soon as a new tenant leases the space.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ABIDON, INC.                       RICHARD J. KRETZ


 By:  Stanley Miller                By:  Richard Kretz
      Secretary,



                                    -----------------------------------------
                                                               , individually

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.71

                                  L E A S E

      THIS LEASE made this 23rd day of November, 1999, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      ROSETTA CHAMBERLIN REALTORS,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 410 square feet of space, being approximately 22 feet in
 width and 19 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 216D.  The boundaries and location of the leased premises are outlined on
 the site plan of the second floor of the shopping center which is marked
 Exhibit "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence March 1,
 2000, and shall continue for a period of three (3) years and shall terminate
 on February 28, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional three (3) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by two ($2.00) Dollars
 per square foot of the leased premises.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Three Hundred Sixty Nine & no/100 ($369.00) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing March 1, 2000 and monthly
 thereafter during the term of this Lease with such rent payable at the
 office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $369.00
           Additional Rent     $
           Total Monthly Rent  $369.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed in the leased
 space during the term of this Lease.  Landlord to pay all utilities.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     ROSETTA CHAMBERLIN REALTORS
 INC.

 By:  Stanley Miller                     By:  Rosetta E. Chamberlin
      Secretary,                              Broker/owner

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN                ------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.72

                                  L E A S E

      THIS LEASE made this 30th day of June, 1998, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      S. J. GRANT & ASSOCIATES, INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1250 square feet of space, being approximately 51 feet in
 width and 52 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 307.  The boundaries and location of the leased premises are outlined on the
 site plan of the third floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence August 15,
 1998, and shall continue for a period of Five (5) years and shall terminate
 on August 14, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Eight Hundred Eighty Five and 42/100 ($885.42) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing August 15, 1998 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .0765 percent (.0765%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Three ($3.00) Dollars per leased square foot for the first year and
 those Tenants located on the second floor, third floor and the lower level
 shall pay One Dollar and 50/100ths ($1.50) per leased square foot for the
 first year.  The maximum amount to be paid by Tenant in any one year during
 the term of this Lease is Four Dollars and 50/100ths ($4.50) per leased
 square foot for the space located on the first floor and Two Dollars and
 25/100ths ($2.25) per leased square foot for the space located on the second
 and third floors.  Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office & Classroom.  Tenant
 shall be entitled to peaceable and quiet enjoyment of the leased premises
 upon payment of rent and compliance with the covenants and agreements
 contained herein and upon complying with all city laws and ordinances
 applicable to the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  885.42
           Additional Rent     $  156.25
           Total Monthly Rent  $ 1041.67

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.  Landlord to paint all interior walls one
 coat, semi-gloss same color, also replace carpeting if needed in entire
 suite.  All of the above at Landlord's expense.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     S. J. GRANT & ASSOCIATES INC.
 INC.

 By:  Stanley Miller                     By:
      Secretary,                              President



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.73

                                  L E A S E

      THIS LEASE made this 2nd day of December, 1998, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      SIMPLY COMPUTER SOFTWARE, INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 817 square feet of space, being approximately 30 feet
 plus 16' x 5' in width and 25 feet in depth, in the New Towne Plaza II, a
 Shopping Center, located in Rockford, Illinois, which premises are known as
 Store Space No. 309A.  The boundaries and location of the leased premises
 are outlined on the site plan of the third floor of the shopping center
 which is marked Exhibit "A" and attached hereto and incorporated herein by
 reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence December 15,
 1998, and shall continue for a period of Five (5) years and shall terminate
 on December 14, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Seven Hundred Ninety & 00/100 ($790.00) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing December 15, 1998 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITY AND SERVICES: Landlord shall pay all utilities including
 heat, air-conditioning, electricity, gas, water, garbage, sewer, and waste
 removal in connection with the use and occupancy of the premises.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.                  .

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $790.00
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed in the leased
 space during the term of the Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     SIMPLY COMPUTER SOFTWARE, INC.
 INC.

 By:  Stanley Miller                     By:
      Secretary,                              President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN                ------------------------------------
 855 North Madison Street                                      , individually
 Rockford, IL 61107
 (815) 965-3600
 Rev. 7/98

 ****************************************************************************

                                                                     EX-10.74

                                  L E A S E

      THIS LEASE made this 30th day of June, 1998, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      SPECTRUM INSURANCE AGENCY, INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 3740 square feet of space, being approximately 50 feet in
 width and 75 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 201.  The boundaries and location of the leased premises are outlined on the
 site plan of the second floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence August 1,
 1998, and shall continue for a period of Five (5) years and shall terminate
 on July 31, 2003.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One  ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of See Rental Schedule Attached ($          ) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing                , 19  and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be .024 percent (.024%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Three ($3.00) Dollars per leased square foot for the first year and
 those Tenants located on the second floor, third floor and the lower level
 shall pay One Dollar and 50/100ths ($1.50) per leased square foot for the
 first year.  The maximum amount to be paid by Tenant in any one year during
 the term of this Lease is Four Dollars and 50/100ths ($4.50) per leased
 square foot for the space located on the first floor and Two Dollars and
 25/100ths ($2.25) per leased square foot for the space located on the second
 and third floors. Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: Insurance Sales.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           See Rental Schedule Attached
           Additional Rent
           Total Monthly Rent

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease. Landlord to paint all interior walls one coat
 semi-gloss, same color and replace all carpeting with Cumberland Delegate 28
 oz. and replace vinyl base. Landlord to pay for all of the above materials
 and labor. Tenant to pay to move their furniture.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     SPECTRUM INSURANCE AGENCY INC.
 INC.

 By:  Stanley Miller                     By:
      Secretary,                              President

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

<PAGE>


                               RENTAL SCHEDULE
                               LEASE AGREEMENT
                                   BETWEEN
              STATE STREET INVESTORS OF ROCKFORD, INC., LANDLORD
                                     AND
                   SPECTRUM INSURANCE AGENCY, INC., TENANT

 Rent Schedule August 1, 1998 through November 30, 2000

           Base Rent                $ 2,181.67
           Additional Rent          $   701.25
           Total Monthly Rent       $ 2,882.94

 Rent Schedule December 1, 2000 through July 31, 2003

           Base Rent                $ 2,337.50
           Additional Rent          $   701.25
           Total Monthly Rent       $ 3,038.75

 ****************************************************************************

                                                                     EX-10.75

                                  L E A S E

      THIS LEASE made this 22nd day of April, 1997, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      V. SUE SEEHAWER,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 1225 square feet of space, being approximately 25 feet in
 width and 49 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 106.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence September 1,
 1997, and shall continue for a period of Five (5) years and shall terminate
 on August 31, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by Two ($2.00)
 Dollars per square foot of the leased premises.  In addition, during the
 option period Tenant shall pay as additional rental Tenant's pro rata share
 for taxes, utilities and operating expenses in accordance with Paragraph 6
 of this Lease.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Nine Hundred Eighteen & 75/100 ($918.75) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing September, 1997 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be 1.4999 percent (1.4999%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Three ($3.00) Dollars per leased square foot for the first year and
 those Tenants located on the second floor, third floor and the lower level
 shall pay One Dollar and 50/100ths ($1.50) per leased square foot for the
 first year.  The maximum amount to be paid by Tenant in any one year during
 the term of this Lease is Four Dollars and 50/100ths ($4.50) per leased
 square foot for the space located on the first floor and Two Dollars and
 25/100ths ($2.25) per leased square foot for the space located on the second
 and third floors. Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General office, esthetics, and
 retail sales.  Tenant shall be entitled to peaceable and quiet enjoyment of
 the leased premises upon payment of rent and compliance with the covenants
 and agreements contained herein and upon complying with all city laws and
 ordinances applicable to the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory. Landlord gives Tenant right to use one of the existing vacant
 signs on marquee pole.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $  918.75
           Additional Rent     $  306.25
           Total Monthly Rent  $ 1225.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.  Lease to be voided if V. Sue Seehawer should
 become terminally ill.  tenant may remove anything mounted on walls upon
 vacating space, provided all repairs to space are completed.  This Lease
 will become effective upon getting possession of space from Dr. Daniel
 Syverson.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     V. SUE SEEHAWER
 INC.

 By:  Stanley Miller                     By:       Sue Seehawer

      Secretary,



 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

 ****************************************************************************

                                                                     EX-10.76

                                  L E A S E

      THIS LEASE made this 23rd day of May, 1997, by and between:

      STATE STREET INVESTORS OF ROCKFORD, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      TEMPCONNECT INC.,
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 2160 square feet of space, being approximately 90 feet in
 width and 24 feet in depth, in the New Towne Plaza II, a Shopping Center,
 located in Rockford, Illinois, which premises are known as Store Space No.
 111.  The boundaries and location of the leased premises are outlined on the
 site plan of the first floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence October 1,
 1997, and shall continue for a period of Five (5) years and shall terminate
 on September 30, 2002.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional Five (5) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One  ($1.00) Dollar
 per square foot of the leased premises.  In addition, during the option
 period Tenant shall pay as additional rental Tenant's pro rata share for
 taxes, utilities and operating expenses in accordance with Paragraph 6 of
 this Lease.

      5.   BASE RENT: During the term of this Lease, Tenant shall pay rent in
 the amount of One Thousand Eight Hundred ($1,800.00) Dollars per month
 without any deductions or set-off unless otherwise provided herein in
 advance of the first day of each month commencing October 1, 1997 and
 monthly thereafter during the term of this Lease with such rent payable at
 the office of the Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   ADDITIONAL RENTS: In addition to the base rent, Tenant shall pay
 to Landlord during the term of this Lease additional rents for such costs
 and services as set forth below which rents may be adjusted at least
 annually.  For purpose of the additional rents, the Tenant's pro rata share
 shall be 2.645 percent (2.645%). Tenant's share has been calculated by
 computing the percentage of Tenant's leased square footage to the total
 leasable square footage in the building. In addition, such percentage has
 been adjusted in accordance with the location of Tenant's space in the
 building. First floor tenants pay twice as much per square foot of leased
 space as Tenants on the second and third floors and lower levels.
 Initially, Tenants whose leased space is located on the first floor shall
 pay Three ($3.00) Dollars per leased square foot for the first year and
 those Tenants located on the second floor, third floor and the lower level
 shall pay One Dollar and 50/100ths ($1.50) per leased square for the for the
 first year.  The maximum amount to be paid by Tenant in any one year during
 the term of this Lease is Four Dollars and 50/100ths ($4.50) per leased
 square foot for the space located on the first floor and Two Dollars and
 25/100ths ($2.25) per leased square foot for the space located on the second
 and third floors. Such additional rent shall be applied to the following
 property costs and services.

           A.   TAXES: Tenant agrees to pay to Landlord its pro rata share of
 the general real property taxes and assessments which have been levied or
 assessed upon such premises for each calendar year or fraction thereof.

           B.   UTILITY COSTS: Tenant shall be solely responsible for all
 charges for public utilities, whether furnished by Landlord or otherwise,
 and including, but not limited to, gas, electricity, sewer, water and heat.

           In addition, Tenant agrees to pay to Landlord its pro rata share
 of all charges for public utilities including, but not limited to, sewer,
 water, gas, electricity, and any other utilities used upon or furnished to
 the parking lot or common areas or any non Tenant areas of center.

           C.   MAINTENANCE, SECURITY AND OPERATION:  Tenant agrees to pay to
 Landlord its pro rata share of all common area maintenance and security
 expense, parking lot maintenance expense, and all maintenance and security
 expense of common area of center, including, but not limited to, gardening
 and landscaping, the cost of public liability and property damage insurance,
 repairs, replacements, line painting, lighting, sanitary control, removal of
 snow, trash, rubbish, and garbage, and ten (10%) percent of all the costs
 included as operating costs to cover the Landlord's administrative and
 overhead costs.  Operating costs shall also include the cost of repairing,
 maintaining, cleaning and painting the exteriors of the building and the
 interior common area facilities.

      7.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      8.   NET LEASE: Landlord shall not be required to or expected to incur
 or sustain any expense in and about the leased premises throughout the term
 of this Lease.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place Tenant's name on Building
 Directory.  One 4' x 10' sign on marquee pole.  One 17' x 2' sign above
 awning on building.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises.                  .

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      Landlord shall obtain and Tenant shall pay its pro rata share of the
 premium for fire and extended coverage insurance, liability insurance, and
 plate glass insurance.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation as set forth
 below shall be due and payable upon the execution of this Lease.

           Base Rent           $ 1,800.00
           Additional Rent     $   540.00
           Total Monthly Rent  $ 2,340.00

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: Tanning beds are not allowed at any time
 during the term of this Lease.  This Lease subject to a release from
 Preferred Staffing on present Lease.

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                               TENANT:

 STATE STREET INVESTORS OF ROCKFORD,     TEMPCONNECT, INC.
 INC.

 By:  Stanley Miller                     By:       Linda Olmsted

      Secretary,

 PREPARED BY:
 Attorney Nancy Hyzer
 HYZER, HYZER & ZIMMERMAN
 855 North Madison Street
 Rockford, IL 61107
 (815) 965-3600

<PAGE>


                                 AGREEMENT OF
                          ASSIGNMENT AND ASSUMPTION


      THIS AGREEMENT OF ASSIGNMENT AND ASSUMPTION (hereinafter "Assignment")
 is made and entered into as of this 4th day of September, 2000, by and among
 TempConnect, Inc., an Illinois corporation (hereinafter "Assignor"),
 StaffCo. Inc., a Nebraska corporation (hereinafter "Assignee"), and State
 Street Investors of Rockford, Inc. (hereinafter "Landlord").

                                  RECITALS:

      WHEREAS, Assignor has agreed to assign and transfer to Assignee, all of
 Assignor's right, title, and interest in and to substantially all its
 assets, properties, business, and goodwill (the "Assigned Assets"),
 including rights and privileges under certain contracts and leases assigned
 to Assignee; and

      WHEREAS, in consideration of Assignor's assignment and transfer of the
 Assigned Assets, Assignee has, among other things, agreed to assume certain
 liabilities and obligations of the Assignor, including obligations and
 liabilities under certain contracts and leases assigned to Assignee; and

      WHEREAS, that certain Lease between Assignor and Landlord, dated May
 23, 1997 for the real property located at 5301 East State Street, Rockford,
 Illinois a copy of which is attached hereto (hereinafter the "Lease"), is
 one of the contracts and leases to be assigned to Assignee; and

      WHEREAS, Assignor, Assignee and Landlord desire to provide a full
 statement of their understandings and agreements relating to the assignment
 of the Lease by the Assignor to the Assignee.

      NOW, THEREFORE, in consideration of the agreements herein contained,
 and in reliance upon the recitals set forth above, which are incorporated
 herein by reference, it is hereby agreed between the parties hereto as
 follows:

      1.   Assignment of Lease at Closing Date.  Assignor hereby assigns the
 Lease to Assignee effective as of consummation of the transfer of the
 Assigned Assets, which consummation shall occur on September 4, 2000, or
 such later date as may be determined by Assignor and Assignee (the "Closing
 Date").  The Closing Date shall be deemed the effective date of the
 assignment hereof.

      2.   Assumption of Obligations and Liabilities by Assignee.  Assignee
 hereby assumes and agrees with Landlord and Assignor fully and faithfully to
 discharge and perform all liabilities and obligations of Assignor under the
 Lease from and after the Closing Date.

      3.   Approval of Assignment and Assumption.  Landlord hereby approves,
 consents to, and accepts the assignment by Assignor to Assignee, effective
 as of the Closing Date, of the Lease and all rights and privileges of
 Assignor thereunder, to the assumption by Assignee, effective as of the
 Closing Date, of all liabilities and obligations of Assignor under the
 Lease.

      4.   Release of Assignor.  In consideration of Assignee's assumption of
 Assignor's liabilities and obligations under the Lease, Landlord hereby
 agrees to look solely to Assignee for the payment of all liabilities and the
 performance of all obligations under the Lease, and hereby forever releases,
 acquits, and discharges Assignor from any and all such liabilities and
 obligations under the Lease, all effective as of the Closing Date.

      5.   No Default Under Lease.  In consideration if the foregoing
 assignment by Assignor, assumption by Assignee, Landlord hereby represents
 and warrants that (a) as of the date of Landlord's execution hereof, neither
 Assignor nor Landlord is in default under the terms of the Lease or
 delinquent in the performance of any acts, including, without limitation,
 the payment of any amounts of money, which Assignor or Assignee is obligated
 to perform pursuant to the Lease and (b) the Lease is, and upon consummation
 of the foregoing assignment and assumption on the Closing Date will be, a
 valid and binding legal contract and obligation of Landlord enforceable
 against Landlord in accordance with its terms.

      IN WITNESS WHEREOF, the undersigned have executed this Agreement of
 Assignment and Assumption by their duly authorized representatives, as of
 the day and year first above written.

 ASSIGNOR:                                    ASSIGNEE:

 TEMPCONNECT, INC., an Illinois corporation   STAFFCO, INC., a Nebraska
 corporation

 By:  Linda Olmsted                           By:  Richard C. Giesen
      Its President                           Its President


                                              LANDLORD:

                                              STATE STREET INVESTORS OF
                                              ROCKFORD, INC.

                                              By:  Stanley Miller
                                              Its Secretary

                                              Name changed to Abidon, Inc.

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                                                                     EX-10.77

                                  L E A S E

      THIS LEASE made this 8th day of November, 2000, by and between:

      ABIDON, INC.,
      hereinafter referred to as -----------------------------------LANDLORD,

           -and-

      WELLS FARGO HOME MORTGAGE
      hereinafter referred to as -------------------------------------TENANT.

                             W I T N E S S E T H:

      1.   LEASED PREMISES: Landlord, in consideration of the rents provided
 herein and the covenants and agreements contained herein, leases to Tenant
 and Tenant leases from Landlord, the following described premises
 (hereinafter referred to as "leased premises"):

      Commonly known as 5301 East State Street, Rockford, Illinois

      Approximately 340 square feet of space, being approximately 15 feet in
 width and 22'8" feet in depth, in the New Towne Plaza II, a Shopping Center
 located in Rockford, Illinois, which premises are known as Store Space No.
 215E. The boundaries and location of the leased premises are outlined on the
 site plan of the second floor of the shopping center which is marked Exhibit
 "A" and attached hereto and incorporated herein by reference.

      2.   USE OF ADDITIONAL AREAS: The use and occupation by the Tenant of
 the leased premises shall include the use in common with others entitled
 thereto of the common areas, parking areas, driveway and sidewalks as shown
 on Exhibit "B" which is attached hereto and incorporated herein by
 reference, and other facilities as may be designated from time to time by
 the Landlord, subject, however, to the terms and conditions of this Lease
 and to reasonable rules and regulations for the use thereof as prescribed
 from time to time by the Landlord.

      3.   TERM OF LEASE: The term of this Lease shall commence December 27,
 2000, and shall continue for a period of One (1) years and shall terminate
 on December 31, 2001.

      4.   OPTION TO EXTEND: Tenant is granted the option to renew this lease
 for an additional One (1) year term upon the giving of six month's written
 notice to Landlord prior to the expiration of the original lease term.  The
 base rental for the option period shall be increased by One ($1.00) Dollars
 per square foot of the leased premises.

      5.   RENT: During the term of this Lease, Tenant shall pay rent in the
 amount of Three Hundred Forty & no/100 ($340.00) Dollars per month without
 any deductions or set-off unless otherwise provided herein in advance of the
 first day of each month commencing December 27, 2000 and monthly thereafter
 during the term of this Lease with such rent payable at the office of the
 Landlord.

      If the Tenant takes possession of the leased premises after the first
 day of the month, Tenant shall pay a fractional share of the month's rent,
 prorated on a per diem basis.

      6.   TAXES AND ASSESSMENTS: Landlord shall pay all real estate taxes
 and assessments which may be levied upon such premises during the term of
 this Lease.

      7.   UTILITIES AND SERVICES: Landlord shall pay all utilities including
 heat, air conditioning, electricity, gas, water, garbage, sewer and waste
 removal in connection with the use and occupancy of the premises.

      8.   LATE CHARGES: If Tenant fails to pay rent due within 10 days of
 due date, there shall be a late charge penalty of 5% of the monthly rental
 assessed against Tenant and such unpaid amount shall bear interest from the
 due date thereof to the date of payment at the rate of Eighteen (18%)
 percent per annum.

      9.   CONDITION OF THE PREMISES: Landlord and Tenant agree that the
 leased premises shall be in tenantable condition at the commencement of the
 term of this Lease.  Carpeted floors, drywall perimeter walls, (painted)
 suspended ceiling, one lay in trofter for each 100 feet, one receptacle each
 20 feet, sprinkler system, separate meters for heating, air conditioning and
 electric, one-switch per room, receptacles without switches, no lights in
 closets.  Floor plan as per Exhibit "C".

      10.  USE OF THE PREMISES: Tenant shall use the premises during the term
 hereof for the following purposes only: General Office.  Tenant shall be
 entitled to peaceable and quiet enjoyment of the leased premises upon
 payment of rent and compliance with the covenants and agreements contained
 herein and upon complying with all city laws and ordinances applicable to
 the leased premises.

      11.  PARKING: Landlord will provide for use by the Tenant, its
 employees, customers and visitors space for parking automobiles in the
 parking facilities provided by Landlord. Landlord agrees to maintain such
 parking facilities and provide snow removal. Landlord reserves the right to
 designate and locate parking spaces for Tenant and to establish reasonable
 rules and regulations with respect to parking.

      12.  ALTERATIONS AND REDECORATING: Tenant shall not make any
 alterations, additions or improvements to the interior or exterior of the
 leased premises, or redecorate the interior of the leased premises, without
 Landlord's prior written consent.

      Unless the Landlord consents to their removal, all non-trade fixtures
 and improvements become Landlord's property, provided, however, Landlord
 shall have the right to request their removal upon the termination of this
 Lease, in which case Tenant shall be responsible for the cost of such
 removal. In the event Landlord consents or requests removal, Tenant shall be
 responsible for repair of any damage to the premises resulting from such
 removal.

      13.  SIGNS: Tenant shall not erect, place or maintain any sign, awning
 or advertising matter on the exterior of the building without prior written
 consent of Landlord. Tenant shall be responsible for the maintenance and
 repair of such sign, awning or advertising matter. Building signs shall be
 in the form of letters illuminated from inside fabricated from .060 aluminum
 with 3/16 acrylic faces. Interior illumination shall be by neon lighting.
 Letters shall be mounted on aluminum raceway and installed on building
 fascia with non-corrosive fasteners. Overall length of signs shall not
 exceed 70% of the storefront footage. Height of letters shall not exceed 24
 inches. Landlord consent: Landlord to place tenant's name on building
 directory.

      14.  MAINTENANCE AND REPAIRS: Tenant shall be responsible for all
 maintenance and repairs to the leased premises except for maintenance and
 repairs to major electric and HVAC systems.  Landlord will be responsible
 for all of the maintenance and repair of the exterior of the premises
 including landscaping and snow removal.

      15.  INSURANCE: Tenant shall carry public liability insurance with
 minimum limits of $500,000 for personal injury and $100,000 for property
 damage and such policy shall designate the Landlord as an additional
 insured. Tenant shall insure its leasehold fixtures, inventory, merchandise
 and personal property for an amount equal to the replacement cost.

      16.  UNTENANTABILITY BY FIRE OR OTHER CASUALTY:
           A.   If the leased premises, a part thereof, or a part of the
 building are destroyed or damaged by fire or other casualty, and Landlord
 elects not to repair such damage, Landlord may terminate this Lease by
 notice to Tenant within thirty (30) days after the date of such fire or
 other casualty, and all rents as provided in this Lease shall be prorated to
 the date of such fire or other casualty.
           B.   In the event the leased premises, a part thereof, or a part
 of the building are destroyed or damaged by fire or other casualty and the
 Landlord elects to rebuild or restore the damaged premises, this Lease shall
 not terminate and Landlord shall repair the premises at Landlord's expense
 and all rents or a just portion thereof considering the nature and extent of
 the damages sustained to the leased premises, shall abate until the leased
 premises have been repaired or restored by the Landlord.

      17.  ASSIGNMENT OF LEASE:
           A.   By Tenant. Tenant shall not assign this Lease or sublet the
 leased premises or permit any transfer thereof by operation of law without
 the prior written consent of Landlord, such consent not to be reasonably
 withheld.
           B.   By Landlord. Landlord may assign Landlord's interest in this
 Lease in connection with a sale or transfer of title to the real estate or
 for the purpose of mortgaging the premises. Tenant agrees that this Lease
 shall be subordinate to any mortgage placed upon the premises by Landlord
 provided that such subordination shall not affect Tenant's rights to
 possession of the premises under the terms of this Lease.

      18.  RIGHTS AND REMEDIES:
           A.   Cumulative. All rights and remedies shall be cumulative and
 shall not exclude any right allowed by law.
           B.   Defaults. If Tenant defaults in the payment of rent or of any
 of the covenants and agreements of this Lease with such defaults continuing
 for a period of ten (10) days after written notice thereof or if the Tenant
 abandons the leased premises, Landlord may at its election terminate the
 Lease and/or terminate Tenant's right to possession of the leased premises.
 Landlord may institute an action for possession of the leased premises.
 Action by the Landlord pursuant to this paragraph shall not relieve the
 Tenant from any damages recoverable by law because of Tenant's default
 including, but not limited to, Tenant's obligation to pay rental as provided
 in this Lease.
           C.   Landlord's Right to Enter Premises. Landlord shall have the
 right to enter Tenant's premises at reasonable times and to show the
 premises during the last six (6) months of the lease term.
           D.   Surrender of Possession. Tenant agrees that upon termination
 of this Lease in any manner or for any cause, to surrender possession to the
 Landlord in as good a condition as when Tenant took possession, ordinary
 wear and tear excepted. In the event Tenant holds over after termination,
 the tenancy created shall be a month-to-month tenancy.
           E.   Notices. Notices may be reserved personally or by certified
 or registered mail addressed to the Landlord at his principal place of
 business or to the Tenant at 5301 East State Street, Rockford, Illinois.
           F.   Attorney's Fees and Costs. In the event of default by Tenant
 of any of the provisions of this Lease, Tenant shall be responsible for
 reasonable attorney's fees, expenses, and costs incurred by the Landlord as
 a result of such default.

      19.  MISCELLANOUS: Tenant's first month rental obligation of $340.00
 shall be due and payable upon the execution of this Lease.

      20.  COMPLETE AGREEMENT: The parties agree that this Lease constitutes
 the entire agreement between the Landlord and Tenant and upon execution
 hereof shall be binding upon the successors and assigns of the parties
 hereto.

      21.  ADDITIONAL PROVISIONS: N/A

      IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
 this Lease on the day and year first above written.


 LANDLORD:                          TENANT:

 ABIDON, INC.                       WELLS FARGO HOME MORTGAGE,
 INC.                               INC.

 By:  Stanley Miller                By:  Brian Everhart
      Secretary,                         Sr. Corp. Real Estate Consultant


 PREPARED BY:                       TENANT'S NOTICE ADDRESS:
 Attorney Nancy Hyzer               Wells Fargo Home Mortgage
 HYZER, HYZER & ZIMMERMAN           Attn: Corp. Real Estate #8382
 855 North Madison Street                 One Home Campus
 Rockford, IL 61107                       Des Moines, IA 50328-0001
 (815) 965-3600

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