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                         GREEN VALLEY EXECUTIVE SUITES
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                            ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
                                LEASE AGREEMENT
THIS LEASE is made this 30 day of July, 1999 between GREEN VALLEY EXECUTIVE
SUITES L.L. CO. (hereby referred to as GVES), as Landlord, and ▇▇▇▇ ▇▇▇▇▇▇▇
representing eVolve Technology as Tenant. Landlord hereby leases to Tenant, and
Tenant hereby leases from Landlord, certain space for the purpose of conducting
Tenant's business, together with rights to utilize common areas and the right
to receive certain services provided by Landlord.
1.   LOCATION:           ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
                         Building 3, Suite 321
                         Henderson, Nevada 89014
2.   LEASED SPACE:       #14 & #27
3.   AUTHORIZED USE:
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4.   TERM OF LEASE:      SIX
     After the Original Term of the Lease, the Tenancy shall be considered
     month-to-month until terminated by either party hereto by not less than
     (30) days prior written notice.
5.   RENT: ONE THOUSAND SEVEN HUNDRED SEVENTY SIX DOLLARS ($1776.00 Per Month).
     Inclusive of all services described in Section 6 below provided by
     Landlord. If additional services are utilized, see Section 13 and 22 hereof
     for additional fees payable during the term hereof by Tenant.
     (a)  Rent is due on the first day of each month beginning September 1, 1999
          during the term hereof;
     (b)  A Security Deposit will be paid in the amount of Twenty Five Dollars
          ($25.00) for Key Deposit, of which Twenty Five Dollars will be
          refunded when keys are returned to Landlord at the term of Lease.
     (c)  Tenant agrees to pay all rental, sales and transaction privileges
          requested by Tenant and provided by Landlord.
     (d)  Tenant agrees to pay all costs for damage to walls and carpets during
          the term hereof by Tenant.
     (e)  Rent will be increased by 3% yearly on the first day of August, 2000.
INITIALS: GVES [ILLEGIBLE]       TENANT     JH
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6.       Services and Uses provided by Landlord and included in Monthly Rent:
         (a) Exclusive right to occupy the leased space;
         (b) Non-Exclusive right to utilize common areas including Reception
             Area, Conference Rooms, Kitchen, Hallways, Walkways and Restrooms;
         (c) Utilities;
         (d) Janitorial Services;
         (e) Name Identification on or adjacent to door of office;
         (f) Mail sorting and placement of mail in pick-up area;
         (g) Receptionist and Telephone Answering Services between 9:00 A.M.
             and 12:00 Noon and 1:00 P.M. to 5:00 P.M., Monday through Friday,
             with the exception of Holidays.
         (h) 24-Hour Voice Mail accessibility at a minimal cost.
         (i) Honor this Lease if Landlord sells the business or assigns the
             Lease and attorn to such purchaser or assignee;
         (k) Pay a late charge of five percent (5%) daily of the amount of any
             rent which is not paid by 4:00 P.M. on the Fifth (5th) calendar
             day of the month.
10.      Landlord shall have no liability to Tenant for any acts except those
         shown to be negligent and performed by Landlord or its employees.
         Landlord shall have no liability to Tenant for failures of utilities or
         other services or for acts of other Tenants. In the event the Leased
         Space or Common Areas are materially damaged or destroyed, Landlord
         may elect to terminate the Lease. In the event the Leased Space is
         taken under the power of eminent domain, this Lease shall terminate and
         Landlord shall be entitled to receive the entire condemnation award.
11.      Landlord shall supply to Tenant, two (2) set of keys for Tenant's
         space and the building entry door. Tenant may not duplicate keys
         without consent of Landlord. If a key is lost, Tenant must apply to
         Landlord for a replacement key (at a charge of $5.00 per key). If
         Tenant loses a key, Tenant assumes responsibility for the acts of the
         finder. If Tenant loses the building entry door key, Landlord may
         change the lock and replace keys for all tenants in the building and
         charge the cost thereof. At the expiration of the term of the lease,
         all keys must be surrendered by Tenant to Landlord.
12.      The Tenant shall be liable for any damages or theft to the media and
         conference rooms while the Tenant is in possession of the keys to said
         rooms and is only relieved of this liability when the keys are returned
         to Landlord.
INITIALS: GVES [ILLEGIBLE]      TENANT   JH
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13.  The following additional services are available to Tenant, for which a
     separate monthly charge shall be made. Landlord reserves the right to
     modify these charges at any time:
     (a) Secretarial:       $8.00 Per Page (Other To Be Specified)
     (b) Photocopying:      $ .05 Per Copy
     (c) Facsimile Trans:   $ .25 Per Page (Long Distance Charge from Phone Co.)
     (d) (Other)
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     The extra charges shown here shall be deemed additional rent and billed to
     Tenant monthly. Landlord is not responsible for the nature or quality of
     services provided through independent contractors.
     Typewriters, copy machines, facsimile machines and other office equipment,
     except Tenant's computer and facsimile for exclusive use of Tenant, will
     not be permitted in the Leased Space nor may any other equipment be so
     installed which competes with or adversely affects the Support Services
     supplied by Landlord without prior approval.
14.  Any failure by Tenant to pay the rent or any other amount to be paid
     hereunder as and when due, the abandonment or vacation of the Leased Space
     by Tenant, or any failure to observe or perform any other provision of this
     Lease to be performed by Tenant is an event of default hereunder.
     In the event of default, Landlord shall have all the remedies afforded to
     Landlord by law and equity, including summary ejectment procedures. Any
     rent, charges, fees or other monies owed by Tenant to Landlord is "rent"
     for purposes of this Lease. Landlord shall also have the right of summary
     self-help, including locking Tenant out, disconnecting all services,
     seizure and sale of Tenant's property situated upon the premises, and
     removal and storage of Tenant's property situated upon premises at Tenant's
     expense.
     Time is of the essence. A waiver of one default does not waive time is of
     the essence. Time is of the essence at all times and need not be reinstated
     by new notices from Landlord. Except as otherwise required by law, no grace
     periods apply nor are any notices of default required to be given by
     Landlord to Tenant.
     No remedy or election hereunder shall be deemed exclusive but, whenever
     possible, all remedies shall be cumulative with all other remedies.
INITIALS:           GVES           TENANT
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15.      In the event of any action or proceedings brought by either party
         against the other under this Lease, the prevailing party shall be
         entitled to recover its reasonable expenses and attorney's fees
         incurred in such action or proceedings, as determined by the court. In
         the event Landlord, in order to protect its rights, intervenes in or
         becomes a party to, or in the event Landlord is made a party to, any
         action or proceeding arising in connection with this Lease, Tenant
         will pay to Landlord reasonable expenses and attorney's fees incurred
         in such action, if determined by the court that Tenant is at fault.
16.      Subject to the provisions restricting Tenant's right to assign and
         sublet, the covenants and conditions herein contained shall apply to
         and be binding upon heirs, executors, administrators, personnel
         representatives, successors and assigns of the parties hereto. This
         Lease sets for the entire agreement between Landlord and Tenant with
         respect to the Leased Space and supersedes any prior representations or
         agreements, oral or written, with respect thereto. Any amendment to
         this Lease must be in writing and signed by the paries hereto. Any
         notice to Tenant under this Lease may be personally delivered to Tenant
         or mailed to Tenant by First Class Mail addressed to Tenant at the
         location specified in Section 1 of this Lease. Any notice to Landlord
         under this Lease may be personally delivered to Landlord by delivery to
         Landlord's Manager or mailed to Landlord by First Class Mail addressed
         to Landlord's Manager at the location specified in Section 1 of this
         Lease.
17.      Parties agree that Tenant shall have the right to exchange office space
         to smaller or larger offices inside their term of Lease.
18.      The telephone services and equipment requested by Tenant are as
         follows:
         A.          Telephone Set(s).
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         B. PHONE LINE NUMBER:
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         C. FAX LINE NUMBER:
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         D. MODEM LINE NUMBER:
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19.      Optional Features requested by Tenant include:
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INITIALS: GVES /s/ ILLEGIBLE        TENANT /s/ ILLEGIBLE
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20. Telephone Installation: One Time Suite Charge:
    Phone Line @ $50.00 Ea. Deposit to Central Telephone  $ --
                                                          ----
    Fax Line @ $50.00 Ea. Deposit to Central Telephone    $ --
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    Modem Line @ $50.00 Ea. Deposit to Central Telephone  $ --
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21. A Total Amount of $______ to be received at execution of this Lease
    Agreement, which represents the following services:
             $ 1176.00 First Months Rent
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             $   25.00 Key Security Deposit
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             $     --  Telephone/Fax/Modem Deposit
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             $     --  Other
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             $ 1801.00 TOTAL AMOUNT DUE
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    IN WITNESS WHEREOF, the parties hereto have entered into this Lease as of
    the day and year first above written.
LANDLORD:                                    TENANT:
GREENVALLEY EXECUTIVE SUITES                 /s/ [ILLEGIBLE]
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/s/ [ILLEGIBLE]                              /s/ [ILLEGIBLE]
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ITS: /s/ [ILLEGIBLE]                         ITS: /s/ [ILLEGIBLE]
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BILLING ADDRESS:
(IF DIFFERENT FROM LEASED PREMISES:
TELEPHONE:
INITIALS:   GVES ??   TENANT ??
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