b. TENANT: GENISYS INFORMATION SYSTEMS, INC., a Colorado Corporation Trade Name: same Address (Leased Premises): 3510 Torrance Boulevard, Suite 301 Torrance, CA 90503 Building/Unit: N301 Address (For Notices): same c. LANDLORD: JOHN HANCOCK MUTUAL...

XXXX BUSINESS CENTER LEASE

1.   BASIC LEASE TERMS

     a.   DATE OF LEASE:     March 13, 1998

     b.   TENANT:   GENISYS INFORMATION SYSTEMS, INC., a Colorado Corporation
          Trade Name:    same
          Address (Leased Premises):    0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
                                        Xxxxxxxx, XX 00000
                                        Building/Unit:   N301
          Address (For Notices):        same

     c.   LANDLORD: XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY, a
                    Massachusetts Corporation
          Address (For Notices):   0000 Xxxxxx Xxxxxx, Xxxxx 000
                                   Xxxxxxxx, XX 00000
               with a copy to Asset Management Division, the Xxxx Company,
               P.O. Box 1980, Newport Beach, CA 92660, or to such other place
               as Landlord may from time to time designate by notice to
               Tenant.

     d.   TENANT'S USE OF PREMISES:     Software Consultants

     e.   PREMISES AREA: 2,644          Rentable Square Feet

     f.   PROJECT AREA:  343,130        Square Feet

     g.   TERM OF LEASE: Commencement:    April 1, 1998
                    Expiration:   March 31, 2001
                    Number of Months:   36

     h.   BASE MONTHLY RENT:  $3,305.00

     i.   RENT ADJUSTMENT (Initial One):

          (1)  Cost of Living.   If this provision is initialed, the cost of
               living provisions of section 4.b(1) apply.

          (2)  Step Increase.   If this provision is initialed, the step
               adjustment provisions of Section 4.b(2) apply as follows:

                    Effective Date of
                      Rent Increase
                    ------------------
                    October 1, 1999               $3,569.40

     j.   ANNUAL EXPENSE BASE
          Expense Rate                  $         5.95
          Premises Area Square Feet     x       2,664
          Annual Expense Base           $15,731.80

     k.   PREPAID RENT:       $   N/A

     l.   SECURITY DEPOSIT:             $   3,305.00
          NON-REFUNDABLE CLEANING FEE:  $      125.00

     m.   BROKER(S):          The Xxxxxx Company - X. Xxxxxxx, X. Xxxxxxx, X.
                              Xxxxxx
                              The Everest Group - X. Xxxxxxxxx

     n.   GUARANTOR(S):  N/A

     o.   ADDITIONAL SECTIONS
          Additional sections of this lease numbered 29 through 32 are
          attached hereto and made a part hereof.  If none, so state in the
          following space ---------------.

     p.   ADDITIONAL EXHIBITS
          Additional exhibits lettered D through -------- are attached hereto
          and made a part hereof.  If none, so state in the following space --
          ----------.

2.   TERM.  The term of this lease is for the period set forth in Section 1,
     commencing on the date in Section 1.  If Landlord, for any reason, cannot
     deliver possession of the Premises to Tenant upon commencement of the
     term, this Lease shall not be void or voidable, nor shall Landlord be
     liable to Tenant for any loss or damage resulting from such delay.  In
     that event, however, there shall be a rent abatement covering the period
     between the commencement of the term and the time when Landlord delivers
     possession to Tenant, and all other terms and conditions of this Lease
     shall remain in full force and effect, provided, however, that if
     Landlord cannot deliver possession of the Premises to Tenant, this Lease
     shall be void.  If a delay in possession is caused by Xxxxxx's failure to
     perform any obligation in accordance with this Lease, the term shall
     commence as set forth in Section 1 and there shall be no reduction of
     rent between the commencement of the term and the time Tenant takes
     possession.

3.   RENT.

     a.   Base Rent.  Tenant shall pay Landlord monthly base rent in the
          initial amount in Section 1 which shall be payable monthly in
          advance on the first day of each and every calendar month ("Base
          Monthly Rent") provided, however, the first month's rent is due and
          payable upon execution of this Lease.  If the term of this Lease
          contains any rental abatement period, Tenant hereby agrees that if
          Tenant breaches the Lease and/or abandons the Premises before the
          end of the Lease term, or if Xxxxxx's right to possession is
          terminated by Landlord because of Tenant's breach of the Lease,
          Landlord shall, at is option, (1) void the rental abatement period;
          and (2) recover from Tenant, in addition to any damages due Landlord
          under the terms and conditions of the Lease, rent prorated for the
          entirety of the rental abatement period at a rental rate equivalent
          to two (2) times the Base Monthly Rent.

          For purposes of Section 467 of the Internal Revenue Code, the
          parties to this Lease hereby agree to allocate the stated rents,
          provided herein, to the periods which correspond to the actual rent
          payments as provided under the terms and conditions of this
          agreement.

     b.   Rent Adjustment.

          Cost of Living Adjustment.  If Section 1.i(1) is initialed, the Base
          Monthly Rent shall be subject to increase on each annual anniversary
          of the commencement of the term of this Lease.   The Base for
          computing the increase is the Consumer Price Index All Urban
          Consumers U.S. City Average (1982-84=100), published by the United
          States Department of Labor, Bureau of Labor Statistics ("Index"),
          which is in effect on the ninetieth (90th) day preceding the date of
          the commencement of the term ("Beginning Index").  The Index
          published and in effect on the ninetieth (90th) day preceding each
          anniversary of the commencement of the term of this Lease
          ("Extension Index") is to be used in determining the amount of the
          increase from one year to the next.  Beginning with the rent due on
          and after the first anniversary the Base Monthly Rent shall be
          increased to equal the product achieved by multiplying the full Base
          Monthly Rent due with respect to the month immediately preceding
          such anniversary date by a fraction.  On the first anniversary of
          the Commencement Date, the numerator of the fraction will be the
          Extension Index and the denominator will be the Beginning Index.  On
          the second and any subsequent anniversaries of the Commencement
          Date, the numerator of the fraction will be the current Extension
          Index and the denominator will be the Extension Index used to
          calculate the previous year's rental increase.  If there is a
          decline from one lease year to the next in the Extension Index, the
          monthly rent due during the subsequent lease year shall equal the
          monthly rent due during the then present lease year.

          If the Index is changed so that the base year differs from that in
          effect when the term commences, the Index shall be converted in
          accordance with the conversion factor published by the United States
          Department of Labor, Bureau of Labor Statistics.  If the Index is
          discontinued or revised during the term, such other government index
          or computation with which it is replaced shall be used in order to
          obtain substantially the same result as would be obtained if the
          Index had not been discontinued or revised.

          Step Increase.  If Section 1.i(2) is initialed, Base Monthly Rent
          shall be increased periodically to the amounts and at the times set
          forth in Section 1.I(2).

          Expenses.  The purpose of this Section 4.c is to ensure that Tenant
          bears a shares of all Expenses related to the use, maintenance,
          ownership, repair or replacement, an insurance of the Project.
          Accordingly, beginning on the date Tenant takes possession of the
          Premises, Tenant shall pay to Landlord that portion of Tenant's
          Share (as defined below) of Expenses related to the Project which is
          in excess of the Annual Expense Base shown in Section 1.

     c.   Expenses Defined.  The term "Expenses" shall mean all costs and
          expenses of the ownership, operation, maintenance, repair or
          replacement, and insurance of the Project, including without
          limitation, the following costs:

          (a)  All supplies, materials, labor, equipment, and utilities used
               in or related to the operation and maintenance of the Project;

          (b)  All maintenance, management, janitorial, legal, accounting,
               insurance, and service agreement costs related to the Project;

          (c)  All maintenance, replacement and repair costs relating to the
               areas within or around the Project, including, without
               limitation, air conditioning systems, sidewalks, landscaping,
               service areas, driveways, parking areas (including resurfacing
               and restriping parking areas), walkways, building exteriors
               (including painting), signs and directories, repairing and
               replacing roofs, walls, etc.  These costs may be included
               either based on actual expenditures or the use of an accounting
               reserve based on past cost experience for the Project.

          (d)  Real Property Taxes including all taxes, assessments (general
               and special) and other impositions or charges which may be
               taxed, charged, levied, assessed or imposed upon all or any
               portion of or in relation to the Project or any portion
               thereof, any leasehold estate in the Premises or measured by
               rent from the Premises, including any increase caused by the
               transfer, sale or encumbrance of the Project or any portion
               thereof.  "Real Property taxes" shall also include any form of
               assessment, levy, penalty, charge or tax (other than estate,
               inheritance, net income, or franchise taxes) imposed by any
               authority having a direct or indirect power to tax or charge,
               including, without limitation, any city, county, state, federal
               or any improvement or other district, whether such tax is (1)
               determined by the value of the Project or the rent or other
               sums payable under this Lease; (2) upon or with respect to any
               legal or equitable interest of Landlord in the Project or any
               part thereof; (3) upon this transaction or any document to
               which Tenant is a party creating a transfer in any interest in
               the Project; (4) in lieu of or as a direct substitute in whole
               or in part of or in addition to any real property taxes on the
               Project; (5) based on any parking spaces or parking facilities
               provided in the Project; or (6) in consideration for services,
               such as police protection, fire protection, street, sidewalk
               and roadway maintenance, refuse removal or other services that
               may be provided by any governmental or quasi-governmental
               agency from time to time which were formerly provided without
               charge or with less charge to property owners or occupants.

4.   PREPAID RENT.  Upon the execution of this Lease, Tenant shall pay to
     Landlord the prepaid rent set forth in Section 1, and if Tenant is not in
     default of any provisions of this Lease, such prepaid rent shall be
     applied toward the rent due for the last month of the term.  Landlord's
     obligations with respect to the prepaid rent are those of a debtor and
     not of a trustee, and Landlord can commingle the prepaid rent with
     Landlord's general funds.  Landlord shall not be required to pay Tenant
     interest on the prepaid rent.  Landlord shall be entitled to immediately
     endorse and cash Tenant's prepaid rent; however, endorsement and cashing
     shall not constitute Landlord's acceptance of this Lease.  In the event
     Landlord does not accept this Lease, Landlord shall return said prepaid
     rent.

5.   USE OF PREMISES AND PROJECT FACILITIES.  Tenant shall use the Premises
     solely for the purposes set forth in Section 1 and for no other purpose
     without obtaining the prior written consent of Landlord.  Tenant
     acknowledges that neither Landlord nor any agent of Landlord has made any
     representation or warranty with respect to the Premises or with respect
     to the suitability of the Premises or the Project for the conduct of
     Tenant's business, nor has Landlord agreed to undertake any modification,
     alteration or improvement to the Premises or the Project, except as
     provided in writing in this Lease.  Tenant acknowledges that Landlord may
     from time to time, at its sole discretion, make such modifications,
     alterations, deletions or improvements to the Project as Landlord may
     deem necessary or desirable, without compensation or notice to Tenant.
     Tenant shall promptly comply with all laws, ordinances, orders and
     regulations affecting the Premises and the Project, including, without
     limitation, any rules and regulations that may be attached to this Lease
     and to any reasonable modifications to these rules and regulations as
     Landlord may adopt from time to time.  Tenant shall not do or permit
     anything to be done in or about the Premises or bring or keep anything in
     the Premises that will in any way increase the premiums paid by Landlord
     on its insurance related to the Project or which will in any way increase
     the premiums for fire or casualty insurance carried by other tenants in
     the Project.  Tenant will not perform any act or carry on any practices
     that may injure the Premises or the Project; that may be a nuisance or
     menace to other tenants in the Project; or that shall in any way
     interfere with the quiet enjoyment of such other tenants.  Tenant shall
     not sue the Premises for sleeping, washing clothes, cooking or the
     preparation, manufacture or mixing of anything that might emit any
     objectionable odor, noises, vibrations or lights onto such other tenants.
     If sound insulation is required to muffle noise produced by Tenant on the
     Premises, tenant at its own cost shall provide all necessary insulation.
     Tenant shall not do anything on the premises which will overload any
     existing parking or service to the Premises.  Pets and/or animals of any
     type shall not be kept on the Premises.

6.   EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE.

     a.   Emissions.   Tenant shall not:

          (1)  Permit any vehicle on the premises to emit exhaust which is in
               violation of any governmental law, rule, regulation or
               requirement;

          (2)  Discharge, emit or permit to be discharged or emitted, any
               liquid, solid or gaseous matter, or any combination thereof,
               into the atmosphere, the ground or any body of water which
               matter, as reasonable determined by Lessor or any governmental
               entity, does, or may, pollute or contaminate the same, or is,
               or may become, radioactive or does, or may, adversely affect
               the (a) health or safety of persons, wherever located, whether
               on the Premises or anywhere else, (b) condition, use or
               enjoyment of the Premises or any other real or personal
               property, whether on the Premises or anywhere else, or (c)
               Premises or any of the improvements thereto or thereon
               including buildings, foundations, pipes, utility lines,
               landscaping or parking areas;

          (3)  Produce, or permit to be produced, any intense glare, light or
               heat except within an enclosed or screened area and then only
               in such manner that the glare, light or heat shall not be
               discernible from outside the Premises;

          (4)  Create, or permit to be created, any sound pressure level which
               will interfere with the quiet enjoyment of any real property
               outside the Premises, or which will create a nuisance or
               violate any governmental law, rule, regulation or requirement.

          (5)  Create, or permit to be created, any ground vibration that is
               discernible outside the Premises;

          (6)  Transmit, receive or permit to be transmitted or received, any
               electromagnetic, microwave or other radiation which is harmful
               or hazardous to any person or property in, or about the
               Premises, or anywhere else.

     b.   Storage and Use.

          (1)  Storage.  Subject to the uses permitted and prohibited to
               Tenant under this lease, Tenant shall store in appropriate leak
               proof containers all solid, liquid or gaseous matter, or any
               combination thereof, which matter, if discharged or permitted
               into the atmosphere, the ground or any body of water, does nor
               may (a) pollute or contaminate the same, or (b) adversely
               affect the (i) health or safety of persons, whether on the
               Premises or anywhere else, (ii) condition, use or enjoyment of
               the Premises or any real or personal property, whether on the
               Premises or anywhere else, or (iii) Premises or any of the
               improvements thereto or thereon.

          (2)  Use.  In addition, without Landlord's prior written consent,
               Tenant shall not use, store or permit on the Premises any
               solid, liquid, or gaseous matter which is, or may become
               radioactive.  If Landlord does give its consent, Tenant shall
               store the materials in such a manner that no radioactivity will
               be detectable outside a designated storage area.

     c.   Disposal of Waste.

          (1)  Refuse Disposal.  Tenant shall not keep any trash, garbage,
               waste or other refuse on the Premises except in sanitary
               containers and shall regularly and frequently remove same from
               the Premises.  Tenant shall keep all incinerators, containers
               or other equipment used for storage or disposal of such
               materials in a clean and sanitary condition.

          (2)  Sewage Disposal.  Tenant shall properly dispose of all sanitary
               sewage and shall not use the sewage disposal system (a) for the
               disposal of anything except sanitary sewage or (b) excess of
               the lesser amount (i) reasonably contemplated by the uses
               permitted under this Lease or (ii) permitted by any
               governmental entity.  Tenant shall keep the sewage disposal
               system free of all obstructions and in good operating
               condition.

          (3)  Disposal of Other Waste.  Tenant shall properly dispose of all
               other waste or other matter delivered to, stored upon, located
               upon or within, use on, or removed from, the Premises in such a
               manner that it does not, and will not, adversely affect the (a)
               health or safety of persons, wherever located, whether on the
               Premises or elsewhere (b) condition, use or enjoyment of the
               Premises or any other real or personal property, wherever
               located, whether on the Premises or anywhere else, or (c)
               Premises or any of the improvements thereto or thereon
               including buildings, foundations, pipes, utility lines,
               landscaping or parking areas.

     d.   Information.  Tenant shall provide Landlord with any and all
          information regarding hazardous or toxic materials in the Premises,
          including copies of all filings and reports to governmental entities
          at the time they are originated, and any other information requested
          by Landlord.  In the event of any accident, spill or other incident
          involving hazardous or toxic matter, Tenant shall immediately report
          the same to Landlord and supply Landlord with all information and
          reports with respect to the same.  All information described herein
          shall be provided to Landlord regardless of any claim by Tenant that
          it is confidential or privileged.

     e.   Compliance with Law.  Notwithstanding any other provision in this
          Lease to the contrary, Tenant shall comply with all laws, statutes,
          ordinances, regulations, rules and other governmental requirements
          in complying with its obligations under this lease, and in
          particular, relating to the storage, use and disposal of hazardous
          or toxic matter.

     f.   Indemnification.  Tenant shall defend, indemnify and hold Landlord
          harmless from any loss, claim, liability or expense, including
          attorneys' fees and costs, arising out of or in connection with its
          failure to observe or comply with the provisions of this Lease.

7.   SIGNAGE.  All signing shall comply with rules and regulations set forth
     by Landlord as may be modified from time to time.  Current rules and
     regulations relating to signs are described on Exhibit C.  Tenant shall
     place no window covering (e.g., shades, blinds, curtains, drapes,
     screens, or tinting materials), stickers, signs, lettering, banners or
     advertising or display material on or near exterior windows or doors if
     such materials are visible from the exterior of the Premises, without
     Landlord's prior written consent.  Similarly, Tenant may not install any
     alarm boxes, foil protection tape or other security equipment on the
     Premises without Landlord's prior written consent.  Any material
     violating this provision may be destroyed by Landlord without
     compensation to Tenant.

8.   PERSONAL PROPERTY TAXES.  Tenant shall pay before delinquency all taxes,
     assessments, license fees and public charges levied, assessed or imposed
     upon its business operations as well as upon all trade fixtures,
     leasehold improvements, merchandise and other personal property in or
     about the Premises.

9.   PARKING.  Landlord grants to Tenant and Tenant's customers, suppliers,
     employees and invitees, a non-exclusive license to use the designated
     parking areas in the Project for the use of motor vehicles during the
     term of this Lease.  Landlord reserves the right at any time to grant
     similar non-exclusive use to other tenants, to promulgate rules and
     regulations relating to the use of such parking areas, including
     reasonable restrictions on parking by tenants and employees to designate
     specific spaces for the use of any tenant, to make changes in the parking
     layout from time to time, and to establish reasonable time limits on
     parking.  Overnight parking is prohibited and any vehicle violating this
     or any other vehicle regulation adopted by Landlord is subject to removal
     at the owner's expense.

10.  UTILITIES.  (Strike and initial clause which does not apply).

     a.   Office Space.  Landlord shall provide, in the area shown on Exhibit
          A hereto as office space, all heat, electricity, air conditioning
          and gas, during the hours of 8:00 a.m. to 6:00 p.m. Monday through
          Friday, except legal holidays, and water for restroom facilities, if
          any.  If Tenant uses water, electricity, heat or air conditioning in
          excess of normal office use, Landlord may separately meter the
          increased use and Tenant shall pay the increased cost directly to
          the appropriate utility; or Landlord may, in its sole judgement,
          measure or estimate the increased use and Tenant shall pay Landlord,
          on demand, any increased costs so measured or estimated.  In any
          event, Tenant shall pay all telephone, waste removal and any other
          services for which Tenant shall contract.

     b.   Industrial Space.  Tenant shall pay for all water, gas, heat, light,
          power, sewer, electricity, telephone or other service metered,
          chargeable or provided to the Premises.  Landlord reserves the right
          to install separate meters for any such utility and to charge Tenant
          for such installation.

11.  ALTERATIONS.  Tenant shall not make any alterations to the Premises, or
     to the Project, including any changes to the existing landscaping,
     without Landlord's prior written consent.  If Landlord gives its consent
     to such alterations, Landlord may post notices in accordance with the
     laws of the state in which the premises are located.  Any alterations
     made shall remain on and be surrendered with the Premises upon expiration
     or termination of this Lease, except that Landlord may, within 30 days
     before or 30 days after expiration of the term, elect to require Tenant
     to remove any alterations which Tenant may have made to the Premises.  If
     Landlord so elects, at its own cost Tenant shall restore the Premises to
     the condition designated by Landlord in its election, before the last day
     of the term or within 30 days after notice of its election is given,
     whichever is later.

     Should Landlord consent in writing to Tenant's alteration of the
     Premises, Tenant shall contract with a contractor approved by Landlord
     for the construction of such alternations, shall secure all appropriate
     governmental approvals and permits, and shall complete such alterations
     with due diligence in compliance with plans and specifications approved
     by Landlord.  All such construction shall be performed in a manner which
     will not interfere with the quiet enjoyment of other tenants of the
     Project.  Tenant shall pay all costs for such construction and shall keep
     the Premises and the Project free and clear of all mechanics' liens which
     may result from construction by Tenant.

12.  RELEASE AND INDEMNITY.  As material consideration to Landlord, Xxxxxx
     agrees that Landlord shall not be liable to Tenant for any damage to
     Tenant or Tenant's property from any cause, and Tenant waives all claims
     against Landlord for damage to persons or property arising for any
     reason, except for damage resulting directly from Xxxxxxxx's breach of
     its express obligations under this Lease which Landlord has not cured
     within a reasonable time after receipt of written notice of such breach
     from Tenant.  Tenant shall indemnify and hold Landlord harmless from all
     damages arising out of any damage to any person or property occurring in,
     on or about the Premises or Tenant's use of the Premises or Tenant's
     breach of any term of this Lease.

13.  INSURANCE.  Tenant, at its cost, shall maintain public liability and
     property damage insurance and products liability insurance with a single
     combined liability limit of $1,000,000, insuring against all liability of
     Tenant and its representatives, employees, invitees, and agents arising
     out of or in connection with Xxxxxx's use or occupancy of the Premises.
     Public liability insurance, products liability insurance and property
     damage insurance shall insure performance by Tenant of the indemnity
     provisions of Section 15.  Landlord shall be named as additional insured
     and the policy shall contain cross-liability endorsements.  On all its
     personal property, at its cost, Tenant shall maintain a policy of
     standard fire and extended coverage insurance with vandalism and
     malicious mischief endorsements and "all risk" coverage on all Tenant's
     improvements and alterations, including without limitation, all items of
     Tenant responsibility described in Section 13 in or about the Premises,
     to the extent of at least 90% of their full replacement value.  The
     proceeds from any such policy shall be used by Tenant for the replacement
     of personal property and the restoration of Tenant's improvements or
     alterations.  All insurance required to be provided by Tenant under this
     Lease shall release Landlord from any claims for damage to any person or
     the Premises and the Project, and to Tenant's fixtures, personal
     property, improvements and alterations in or on the Premises or the
     Project, caused by or resulting from risks insured against under any
     insurance policy carried by Tenant in force at the time of such damage.
     All insurance required to be provided by Tenant under this Lease: (a)
     shall be issued by insurance companies authorized to do business in the
     state in which the premises are located with a financial rating of at
     least an A+XII status as rated in the most recent edition of Best's
     Insurance Reports; (b) shall be issued as a primary policy; and (c) shall
     contain an endorsement requiring at least 30 days prior written notice of
     cancellation to Landlord and Landlord's lender, before cancellation or
     change in coverage, scope or amount of any policy.  Tenant shall deliver
     a certificate or copy of such policy together with evidence of payment of
     all current premiums to Landlord within 30 days of execution of this
     Lease.  Tenant's failure to provide evidence of such coverage to Landlord
     may, in Landlord's sole discretion, constitute a default under this
     Lease.  Tenant shall name Landlord, "Xxxx Xxxxxxx Mutual Life Insurance
     Company and CB Commercial Real Estate Group, and all its affiliates", as
     additionally insured on the certificate.

14.  DESTRUCTION.  If during the term, the Premises or Project are more than
     10% destroyed from any cause, or rendered inaccessible or unusable from
     any cause, Landlord may, in its sole discretion, terminate this Lease by
     delivery of notice to Tenant within 30 days of such event without
     compensation to Tenant.  If in Landlord's estimation, the Premises cannot
     be restored within 90 days following such destruction, the Landlord shall
     notify tenant and Tenant may terminate this Lease by delivery of notice
     to Landlord within 30 days of receipt of Landlord's notice.  If Landlord
     does not terminate this Lease and if in Landlord's estimation the
     Premises can be restored within 90 days, then Landlord shall commence to
     restore the Premises in compliance with then existing laws and shall
     complete such restoration with due diligence.  In such event, this Lease
     shall remain in full force and effect, but there shall be an abatement of
     rent between the date of destruction and the date of completion of
     restoration, based on the extent to which destruction interferes with
     Xxxxxx's use of the Premises.

15.  CONDEMNATION.

     a.   Definitions.  The following definitions shall apply.  (1)
          "Condemnation" means (a) the exercise of any governmental power of
          eminent domain, whether by legal proceedings or otherwise by
          condemnor and (b) the voluntary sale or transfer by Landlord to any
          condemnor either under threat of condemnation or while legal
          proceedings for condemnation and proceeding; (2) "Date of Taking"
          means the date the condemnor has right to possession of the property
          being condemned; (3) "Award" means all compensation, sums or
          anything of value awarded, paid or received on a total or partial
          condemnation; and (4) "Condemnor" means any public or quasi-public
          authority, or private corporation or individual, having power of
          condemnation.

     b.   Obligations to be Governed by Xxxxx.  If during the term of the
          Lease there is any taking of all or any part of the Premises or the
          Project, the rights and obligations of the parties shall be
          determined pursuant to this Lease.

     c.   Total or Partial Taking.  If the Premises are totally taken by
          condemnation, this Lease shall terminate on the date of taking.  If
          any portion of the Premises is taken by condemnation, this Lease
          shall remain in effect, except that Tenant can elect to terminate
          this Lease if the remaining portion of the Premises is rendered
          unsuitable for Tenant's continued use of Premises.  If Tenant elects
          to terminate this Lease, Tenant must exercise its right to terminate
          by giving notice to Landlord within 30 days after the nature and
          extent of the taking have been finally determined.  If Tenant elects
          to terminate this Lease, Tenant shall also notify Landlord of the
          date of termination, which date shall not be earlier than 30 days
          nor later than 90 days after Tenant has notified Landlord of its
          election to terminate; except that this Lease shall terminate on the
          date of taking if the date of taking falls on a date before the
          dater of termination as designated by Tenant.  If any portion of the
          Premises is taken by condemnation and this Lease remains in full
          force and effect, on the date of taking the rent shall be reduced by
          an amount in the same ratio as the total number of square feet in
          the Premises taken bears to the total number of square feet in the
          Premises immediately before the date of taking.

16.  ASSIGNMENT OR SUBLEASE.  Tenant shall not assign or encumber its interest
     in this Lease or the Premises or sublease all or any part of the Premises
     or allow any other person or entity (except Tenant's authorized
     representatives, employees, invitees, or guests) to occupy or use all or
     any part of the Premises without first obtaining Landlord's consent which
     Landlord may withhold or condition in its sole discretion.  Any
     assignment, encumbrance or sublease without Landlord's written consent
     shall be voidable and at Landlord's election, shall constitute a default.
     If Tenant is a partnership, a withdrawal or change, voluntary,
     involuntary or by operation of law of any partner, or the dissolution of
     the partnership, shall be deemed a voluntary assignment.  If Tenant
     consists of more than one person, a purported assignment, voluntary or
     involuntary or by operation of law from one person to the other shall be
     deemed a voluntary assignment.  If Tenant is a corporation, any
     dissolution, merger, consolidation or other reorganization of Tenant, or
     sale or other transfer of a controlling percentage of the capital stock
     of Tenant, or the sale of at least 25% of the value of the assets of
     Tenant shall be deemed a voluntary assignment.  The phrase "controlling
     percentage" means ownership of and right to vote stock possessing at
     least 25% of the total combined voting power of all classes of Tenant's
     capital stock issued, outstanding and entitled to vote for election of
     directors.  This Section 19 shall not apply to corporations the stock of
     which is traded through an exchange or over the counter.  All rent
     received by tenant from its subtenants in excess of the rent payable by
     tenant to Landlord under this Lease shall be paid to Landlord, or any
     sums to be paid by an assignee to Tenant in consideration of the
     assignment of this Lease shall be paid to Landlord.  If Tenant requests
     Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall
     pay to Landlord, whether or not consent is ultimately given, $100 or
     Landlord's reasonable attorney's fees incurred in connection with such
     request, whichever is greater.

     The interest of Tenant in this Lease shall be assignable by involuntary
     assignment through operation of law (including without limitation the
     transfer of this Lease by testacy or intestacy).  Each of the following
     acts shall be considered an involuntary assignment: (a) if Tenant is or
     becomes bankrupt or insolvent, makes an assignment for the benefit of
     creditors, or institutes proceedings under the Bankruptcy Act in which
     Tenant is the bankrupt; or if Tenant is partnership or consists of more
     than one person or entity, if any partner of the partnership or other
     person or entity is or becomes bankrupt or insolvent, or makes an
     assignment for the benefit of creditors; or (b) if a writ of attachment
     or execution is levied on this Lease; or (c) if in any proceeding or
     action to which Tenant is a party, a receiver is appointed with authority
     to take possession of the Premises.  An involuntary assignment shall
     constitute a default by Tenant and Landlord shall have the right to elect
     to terminate this Lease, in which case this Lease shall not be treated as
     an asset of Tenant.

17.  DEFAULT.  The occurrence of any of the following shall constitute a
     default by Tenant: (a) a failure to pay rent or other charge when due;
     (b) abandonment and vacation of the Premises (failure to occupy and
     operate the Premises for ten consecutive days shall be deemed an
     abandonment and vacation); or (c) failure to perform any other provision
     of this Lease.

18.  LANDLORD'S REMEDIES.  Landlord shall have the following remedies if
     Tenant is in default.  (These remedies are not exclusive; they are
     cumulative and in addition to any remedies now or later allowed by law):
     Landlord may terminate Tenant's right to possession of the Premises at
     any time.  No act by Landlord other than giving notice to Tenant shall
     terminate this Lease.  Acts of maintenance, efforts to relet the
     Premises, or the appointment of a receiver on Landlord's behalf to
     protect Xxxxxxxx's interest under this Lease shall not constitute a
     termination of Tenant's right to possession.  Upon termination of
     Tenant's right to possession, Landlord has the right to recover from
     Tenant: (1) the worth of the unpaid rent that had been earned at the time
     of termination of Tenant's right to possession; (2) the worth of the
     amount of the unpaid rent that would have been earned after the date of
     termination of Tenant's right to possession; (3) any other amount,
     including but not limited to, expenses incurred to relet the premises,
     court, attorney and collection costs, necessary to compensate Landlord
     for all detriment caused by Xxxxxx's default.  "The Worth" as used for
     item 21(1) in this Paragraph 21 will be computed by allowing interest at
     the rate of 18 percent per annum.  If the interest rate specified in this
     Lease is greater than the rate permitted by law, the interest rate is
     hereby decreased to the maximum legal interest rate permitted by law.
     The Worth as used for Item 21(2) in this Paragraph 21 is to be computed
     by discounting the amount at the discount rate of the Federal Reserve
     Bank of San Francisco at the time of termination of Tenant's right to
     possession.

19.  ENTERING ON PREMISES.  Landlord and its authorized representatives shall
     have the right to enter the Premises at all reasonable times for any of
     the following purposes: (a) to determine whether the Premises are in good
     condition and that Tenant is complying with its obligations under this
     Lease; (b) to do any necessary maintenance and to make any modification
     to the Premises or the Project that Landlord has the right or obligation
     to perform; (c) to post "for sale" signs at any time during the term, to
     post "for rent" or "for lease" signs during the last 90 days of the term,
     or during any period while Tenant is in default; (d) to show the Premises
     to prospective brokers, agents, buyers, tenants or persons interested in
     leasing or purchasing the Premises, at any time during the term; or (e)
     to repair, maintain or improve the Project and to erect scaffolding and
     protective barricades around and about the Premises but not so as to
     prevent entry to the Premises, or to do any other act or thing necessary
     for the safety or preservation of the Premises or the Project.  Landlord
     shall not be liable in any manner for any inconvenience, disturbance,
     loss of business, nuisance or other damage arising out of Landlord's
     entry onto the Premises as provided in this Section 22.  Tenant shall not
     be entitled to an abatement or reduction of rent when Landlord exercises
     any rights reserved in this Section 22.  Landlord shall conduct this
     activities on the Premises as stated herein in a manner what will cause
     the lease inconvenience, annoyance or disturbance to Tenant.

20.  ADDITIONAL PROVISIONS.

     a.   Time of Essence.  Time is of the essence of each provision of this
          Lease.

     b.   Successor.  This Lease shall be binding on and inure to the benefit
          of the parties and their successors, except as provided in Section
          19 herein.

     c.   Landlord's Consent.  Any consent required by Landlord under this
          Lease must be granted in writing and may be withheld or conditioned
          by Landlord in its sole and absolute discretion.

     d.   Other Charges.  If Landlord becomes a party to any litigation
          concerning this Lease, the Premises or the Project, by reason of any
          act or omission of Tenant or Tenant's authorized representatives,
          Tenant shall be liable to Landlord for reasonable attorneys' fees
          and court costs incurred by Landlord in the litigation.  Should the
          court render a decision which is thereafter appealed by any party
          thereto, tenant shall be liable to Landlord for reasonable
          attorneys' fees and court costs incurred by Landlord in connection
          with such appeal.

          If either party commences any litigation against the other party or
          files an appeal of a decision arising out of or in connection with
          the Lease, the prevailing party shall be entitled to recover from
          the other party reasonable attorney's fees and costs of suit.  If
          Landlord employs a collection agency to recover delinquent charges,
          Xxxxxx agrees to pay all collection agency and attorneys' fees
          charged to Landlord in addition to rent, late charges, interest and
          other sums payable under this Lease.  Tenant shall pay a charge of
          $75 to Landlord for preparation of a demand for delinquent rent.

     e.   Xxxxxxxx's Successors.  In the event of a sale or conveyance by
          Landlord of the Project, the same shall operate to release Landlord
          from any liability under this Lease, and in such event Landlord's
          successor in interest shall be solely responsible for all
          obligations of Landlord under this Lease.

     f.   Interpretation.  This Lease shall be construed and interpreted in
          accordance with the laws of the state in which the premises are
          located.  This Lease constitutes the entire agreement between the
          parties with respect to the Premises and the Project, except for
          such guarantees or modifications as may be executed in writing by
          the parties from time to time.  When required by the context of this
          Lease, the singular shall include the plural, and the masculine
          shall include the feminine and/or neuter.  "Party" shall mean
          Landlord or Tenant.  If more than one person or entity constitutes
          Landlord or Tenant, the obligations imposed upon that party shall be
          joint and several.  The enforceability, invalidity or illegality of
          any provision shall not render the other provisions unenforceable,
          invalid or illegal.

XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY,
a Massachusetts Corporation


By /s/ Xxxx XxXxxxxxx
  --------------------------------------
  Xxxx XxXxxxxxx, Investment Officer



IGENISYS INFORMATION SYSTEMS, INC.,
a Colorado Corporation


By: /s/ Xxxxx Xxxxxxxx
   ---------------------------------
     Xxxxx Xxxxxxxx, Chief Operating Officer



                              ADDITIONAL SECTIONS


29.  AMERICANS WITH DISABILITIES ACT (ADA):

     Tenant, at Tenant's sole cost and expense, shall comply with all laws,
     rules, orders, ordinances, directions, regulations and requirements of
     federal, state, county and municipal force which shall impose any duty
     upon Landlord or Tenant with respect to the use, occupation or alteration
     of the Premises (Section 2.e), including, without limitation the
     Americans with Disabilities Act.

30.  PHONE INSTALLATION:

     All Tenant phone systems must be installed within Tenant's suite.  No
     Tenant systems are permitted to be housed within the building common area
     phone rooms for security reasons.  Any equipment found in said phone
     rooms will be removed and relocated within Tenant's suite at Xxxxxx's
     sole cost.

31.  TENANT IMPROVEMENTS:

     Landlord, at Xxxxxxxx's sole cost and expense, shall amend Exhibit A by
     providing the following:

     1)   Addition of a wall and doorway to sink area;
     2)   Addition of a wall and doorway to counter top area opposite sink
          location;
     3)   Addition of a doorway to office located in Southeast corner of
          Suite; and
     4)   Clean carpet and paint in Tenant's choice of building standard
          color.


32.  CONFIDENTIALITY CLAUSE:

     The economics of this Lease are granted to GENISYS INFORMATION SYSTEMS,
     INC. in the strictest of confidence.  This Lease contains concessions far
     below the project's pro forma rate and will not be duplicated for any
     prospective Tenants in the Park.




                                   EXHIBIT C

                             RULES AND REGULATIONS

1.   Except as specifically provided in the Lease to which these Rules and
     Regulations are attached, no sign, placard, picture, advertisement, name
     or notice shall be installed or displayed on any part of the outside or
     inside of any building within the Project without prior written consent
     of Landlord.  Landlord shall have the right to remove, at Tenant's
     expense and without notice, any sign or lettering on doors and walls
     shall be printed, painted, affixed or inscribed at the expense of Tenant
     by a person approved by Landlord.

2.   If Landlord objects in writing to any curtains, blinds, shades, screens
     or hanging plants or other similar object attached to or used in
     connection with any window or door of the Premises, or placed on any
     windowsill, which is visible from the exterior of the Premises, Tenant
     shall immediately discontinue such use.  Tenant shall not place anything
     against or near glass partitions or doors or windows which may appear
     unsightly from outside the Premises.

3.   Tenant shall not obstruct any sidewalks, halls, passages, exits or
     entrances of the Project.  The passages, exits, entrances and halls are
     not for the general public, but are open, subject to reasonable
     regulations for Tenant's business invitees.  Landlord shall in all cases
     retain the right to control and prevent access thereto of all persons
     whose presence in the judgment of Landlord would be prejudicial to the
     safety, character, reputation and interests of the Project and its
     Tenants; provided that nothing herein contained shall be construed to
     prevent such access to persons with whom any Tenant normally deals in the
     ordinary course of its business, unless such persons are involved in
     illegal activities.  No tenant and no employee or invitee of any tenant
     shall go upon the roof of the building.

4.   The directory of the building or Project will be provided exclusively for
     the display or the name and location of tenants only and Landlord
     reserves the right to exclude any other names therefrom.

5.   All cleaning and janitorial services for the Project will be provided
     exclusively through Landlord, and except with the written consent of
     Landlord, no person or persons other than those approved by Landlord
     shall be employed by Tenant or permitted to enter the Project for the
     purpose of cleaning the same.  Tenant shall not cause any unnecessary
     labor by carelessness or indifference to the good order and cleanliness
     of the Premises.

6.   Landlord will furnish Tenant, free of charge, with two keys to each door
     lock in the Premises.  Landlord may make a reasonable charge for any
     additional keys.  Tenant shall not make or have any additional keys made,
     and Tenant shall not alter any lock or install a new additional lock or
     bolt on any door of the Premises.  Tenant, upon termination of its
     tenancy, shall deliver to Landlord the keys to all doors which have been
     furnished to Tenant, and in the event of loss of any keys so furnished,
     shall pay Landlord thereof.

7.   If Tenant requires telegraphic, telephonic, burglar alarm or similar
     services, Tenant shall first obtain and comply with Landlord's
     instructions in their installation.

8.   Elevator(s) shall be available for use by all tenants in the building,
     subject to such reasonable scheduling as Landlord, in its discretion,
     shall deem appropriate.  No equipment, materials, furniture, packages,
     supplies, merchandise or other property will be received in the building
     or carried in the elevators except between such hours and in such
     elevators as may be designated by Landlord.  Tenant's initial move in and
     subsequent deliveries of bulky items, such as furniture, sales and
     similar items shall, unless otherwise agreed in writing by Landlord, be
     made during the hours of 6:00 p.m. to 6:00 a.m. or on Saturday or Sunday.
     Deliveries during normal office hours shall be limited to normal office
     supplies and other small items.  No deliveries shall be made which impede
     or interfere with other tenants or the operation of the building.

9.   Tenant shall not place a load upon any floor of the Premises which
     exceeds the load per square foot which such floor was designed to carry
     and which is allowed by law.  Landlord shall have the right to prescribe
     the weight, size and position of all equipment, materials, furniture or
     other property brought into the building.  Heavy objects shall, if
     considered necessary by Landlord, stand on such platforms as determined
     by Landlord to be necessary to properly distribute the weight, which
     platforms shall be provided at Tenant's expense.  Business machines and
     mechanical equipment belonging to Tenant, which cause noise or vibration
     that may be transmitted to the structure of the building or to any space
     therein to such a degree as to be objectionable to Landlord or to any
     tenants in the building, shall be placed and maintained by Tenant, at
     Tenant's expense, on vibration eliminators or other devices sufficient to
     eliminate noise or vibration.  The person employed to move such equipment
     in or out of the building must be acceptable to Landlord.  Landlord will
     not be responsible for loss of, or damage to, any such equipment or other
     property from any cause, and all damage done to the building by
     maintaining or moving such equipment or other property from any cause,
     and all damage done to the building by maintaining or moving such
     equipment or other property shall be repaired at the expense of Tenant.

10.  Tenant shall not use or keep in the Premises any kerosene, gasoline or
     inflammable or combustible fluid or material other than those limited
     quantities necessary for the operation or maintenance of equipment.
     Tenant shall not use or permit to be used in the Premises any foul or
     noxious gas or substance, or permit or allow the Premises to be occupied
     or used in a manner offensive or objectionable to Landlord or other
     occupants of the building by reason of noise, odors or vibrations, nor
     shall Tenant bring into or keep about the Premises any birds or animals.

11.  Tenants shall not use any method of heating or air conditioning other
     than supplied or approved by Landlord.

12.  Tenant shall not waste electricity, water or air conditioning and agrees
     to cooperate fully with Landlord to assure the most effective operation
     of the heating and air conditioning and to comply with any governmental
     energy savings rules, laws or regulations of which Tenant has actual
     notice, and shall refrain from attempting to adjust controls.  Tenant
     shall keep corridor doors closed and shall close window coverings at the
     end of each business day.

13.  Landlord reserves the right, exercisable without notice and without
     liability to Tenant, to change the name and street address of the
     building.

14.  Landlord reserves the right to exclude from the building, between the
     hours of 6:00 p.m. and 7:00 a.m. the following day, or such other hours
     as may be established from time to time by Landlord, and on Sundays and
     legal holidays, any persons unless that person is known to the person or
     employee in charge of the building and has a pass or is properly
     identified.  Tenant shall be responsible for all persons for whom it
     requests passes and shall be liable to Landlord for all acts of such
     persons.  Landlord shall not be liable for damages for any error with
     regard to the admission to or exclusion from the building of any person.
     Landlord reserves the right to prevent access to the building in case of
     invasion, mob, riot, public excitement or other commotion by closing the
     doors or by other appropriate action.

15.  Tenant shall close and lock the doors of its Premises and entirely shut
     off all water faucets or other water apparatus, and electricity, gas or
     air outlets before tenant and its employees leave the Premises.  Tenant
     shall be responsible for any damage or injuries sustained by other
     tenants or occupants of the building or by Landlord for noncompliance
     with this rule.

16.  Tenant shall not obtain for use on the Premises ice, drinking water,
     food, beverage, towel or other similar services or accept barbering or
     bootblacking service upon the Premises, except at such hours and under
     such regulations as may be fixed by Landlord.

17.  The toilet rooms, toilets, urinals, wash bowls and other apparatus shall
     not be used for any other purpose other than that for which they were
     constructed and no foreign substance of any kind whatsoever shall be
     thrown therein.  The expense of any breakage, stoppage or damage
     resulting from the violation of this rule shall be borne by the Tenant
     who, or whose employees or invitees, shall have caused it.

18.  Tenant shall not sell, or permit the sale at retail of newspapers,
     magazines, periodicals, theater tickets or any other goods or merchandise
     to the general public \in or on the Premises.  Tenant shall not make any
     room to room solicitation of business from other tenants in the Project.
     Tenant shall not use the Premises for any business or activity other than
     that specifically provided for in Tenant's Lease.

19.  Tenant shall not install any radio or television antenna, loudspeaker or
     other device on the roof or exterior walls of the buildings in the
     Project.  Tenant shall not interfere with radio or television
     broadcasting or reception from or in the Project or elsewhere.

20.  Tenant shall not mark, drive nails, screw or drill into the partitions,
     woodwork, plaster or concrete or in any way deface the Premises or any
     part thereof, except to instal normal wall hangings.  Landlord reserves
     the right to direct electricians as to where and how telephone and
     telegraph wires are to be introduced to the Premises.  Tenant shall not
     cut or bore holes for wires.  Tenant shall not affix any floor covering
     to the floor of the Premises in any manner except as approved by
     Landlord.  Tenant shall repair any damage resulting from noncompliance
     with this rule.

21.  Tenant shall not install, maintain or operate upon the premises any
     vending machines without the written consent of Landlord.

22.  Canvassing, soliciting and distribution of handbills or any other written
     material, and peddling in the Project, are prohibited and Tenant shall
     cooperate to prevent such activities.

23.  Landlord reserves the right to exclude or expel from the building any
     person who, in Landlord's judgment, is intoxicated or under the influence
     of liquor or drugs or who is in violation of any of the Rules &
     Regulations of the buildings.

24.  Tenant shall store all its trash and garbage within its Premises or in
     designated trash areas.  Tenant shall not place in any trash box or
     receptacle any material which cannot be disposed of in the ordinary and
     customary manner of trash and garbage disposal.  All garbage and refuse
     disposal shall be made in accordance with direction issued from time to
     time by Landlord.

25.  The Premises shall not be used for the storage of merchandise held for
     sale to the general public, or for lodging, nor shall the Premises be
     used for any improper, immoral or objectionable purpose.  No cooking
     shall be done or permitted on the Premises without Landlord's consent,
     except that use by Tenant or Underwriter's Laboratory approved equipment
     for brewing coffee, tea, hot chocolate and similar beverages or use of
     microwave ovens for employee use shall be permitted, provided that such
     equipment and use is in accordance with all applicable federal, state,
     county and city laws, codes, ordinances, rules and regulations.

26.  Tenant shall not use in any space or in the public halls or the Project
     any hand truck except those equipped with rubber tires and side guards or
     such other material handling equipment as Landlord may approve.  Tenant
     shall not bring any other vehicles of any kind into the building or
     Project.

27.  Without the written consent of Landlord, tenant shall not sue the name of
     the Project in connection with or in promoting or advertising the
     business of Tenant except as Xxxxxx's address.

28.  Tenant shall comply with all safety, life protection and evacuation
     procedures and regulations established by Landlord or any governmental
     agency.

29.  Tenant assumes any and all responsibility for protecting its Premises
     from theft, robbery and pillage, which includes keeping doors locked and
     other means of entry to the Premises closed.

30.  Tenant's requirements will be attended to only upon appropriate
     application to the Project management office by an authorized individual.
     Employees of Landlord shall not perform any work or do anything outside
     of their regular duties unless under special instructions from Landlord,
     and no employee of Landlord will admit any person (Tenant or otherwise)
     to any office without specific instructions from Landlord.

31.  Landlord may waive any one or more of these Rules & Regulations for the
     benefit of Tenant or any other Tenant, but no such waiver by Landlord
     shall be construed as a waiver of such Rules & Regulations in favor of
     Tenant or any other Tenant, nor prevent Landlord from thereafter
     enforcing any such Rules & Regulations against any or all of the Tenants
     of the building.

32.  These Rules & Regulations are in addition to, and shall not be construed
     to in any way modify or amend, in whole or in part, the terms, covenants,
     agreements and conditions of any lease of the Premises in the building.

33.  Landlord reserves the right to make such other reasonable Rules &
     Regulations as, in its judgment, may from time to time be needed for
     safety and security, for care and cleanliness of the building and for the
     preservation of good order therein.  Xxxxxx agrees to abide by all such
     Rules & Regulations herein above stated and any additional Rules &
     Regulations which are adopted.

34.  Tenant shall be responsible for the observance of all of the foregoing
     rules by Tenant's employees, agents, clients, customers, invitees and
     guests.