910
      Camino Del Mar, Suite F

    Del
      Mar,
      CA 92014

    Phone:
      (858) 794-7947, Fax: (858) 794-7948

     

    MEMORANDUM

    
      


      
        	TO:	Frank Manning
	FROM:	Rick Jaime
	DATE:	August 4, 2006
	SUBJECT:	Centro
                Industrial Los Pinos Blding #62


      

    

     

    When
      countersigned by you, this memo shall confirm that Zoom has selected the
      property known as building #62 in the Limon III Industrial Park (address; Nave
      62, Av. Ferrocarril Km 14.5 Fracc. Los Pinos, Tijuana
      B.C.) for
      its
      Facility in connection with the relationship between Zoom and North American
      Production Sharing Inc., based on the terms below. Additionally,
      Zoom has reviewed the lease North American has in place for the selected
      facility and approves of such lease. Zoom will assume all financial liability
      associated with the lease based on the following:

     

    The
      terms
      of the lease are as follows:

    
      	 	
              ·

            	
              Rent
                start date will be October 1, 2006

            


    

    
      	 	
              ·

            	
              Zoom
                shall have immediate access to the
                building

            


    

    
      	 	
              ·

            	
              Monthly
                rent amount, starting two months after lease signature date =
                USD$14,415.18 

              (35,575
                sq. ft X .41 price per sq foot =
                14,415.18)

            


    

    
      	
            	·	
              Monthly
                Guard/maint. service 35,575 sq. ft. X .01 =  
                $355.75 US

            


    

    
      	
            	·	
              Monthly
                rent/Service Total   $14,770.93
                US    

            


    

    
      	 	
              ·

            	
              Zoom
                will pay for full risk building insurance as specified in lease.
                Zoom
                understands that this is currently available through North American
                for a
                cost of $9137.l7 dollars per year covering the following
                concepts:

              
                Fire
                  building : $496,000 dollars

                Earthquake
                  building: $446,400 dollars

                Hydrometeorology
                  risks building: $446,400 dollars

                Fire
                  contents: $2,500,000 dollars

                Earthquake
                  contents: $2,250,000 dollars_

                Hydrometeorology
                  risks contents: $2,250,000 dollars

                Debris
                  removal: $299,600 dollars

                General
                  liability: $200,000 dollars

                Theft
                  with violence: $50,000 dollars. 

              

            


    

    
      	 	
              ·

            	
              Initial
                lease term to be from October 1, 2006 to May 1, 2007, with five two
                year
                options thereafter.

            


    

    
      	 	
              ·

            	
              CPI
                will be added to initial lease rate each year starting May 1, 2007
                with
                cap of 5%

            


    

    
      	 	
              ·

            	
              Building
                will be furnished with 500 KVA of power located outside adjacent
                building.

            


    

    
      	 	
              ·

            	
              Building
                will come with miscellaneous improvements as observed by Zoom however
                improvements shall remain with building.


            


    

    
      	 	
              ·

            	
              North
                American will make best efforts to facilitate a sublease of approximately
                5,000 square feet of Zoom’s Facility to another North American client.
                However client shall maintain financial responsibility for the
                Facility.

            


    

    
      	 	
              ·

            	
              North
                American understands that Zoom has no obligation under this letter
                until
                Zoom sees a written grant of permission from Alberto Limon Padillo
                for
                Zoom to use the premises for Zoom’s purposes and not for the purposes of
                the original lease.

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ·

            	
              North
                American understands that Zoom has no obligation under this letter
                until
                Zoom sees a written grant of permission from Alberto Limon Padillo
                for
                Zoom to sublease approximately 5,000 square feet of space to the
                North
                American client we’ve discussed.

            


    

    


    Please
      countersign this letter below as acceptance to the Agreement contained
      herein.

    


    ZOOM
      by:


    


    /s/
      Frank B. Manning 

    Frank
      Manning

    President/CEO