ΐΦΜμΜΓappΟΒΤΨ

                                  EXHIBIT 10.31


                               SUBLEASE AGREEMENT




                             Dated: November 8, 2002


                                     Between


                                   AMISYS, LLC


                                       And


                                 NeoReach, Inc.


                                    PREMISES:

                               β–‡β–‡ β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–�
                               β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–�, β–‡β–‡ β–‡β–‡β–‡β–‡β–�



                               SUBLEASE AGREEMENT

     This Sublease  Agreement is made and entered into this 8th day of November,
2002,  ("Sublease") by and between  AMISYS,  LLC, a Delaware  limited  liability
company, having an address at β–‡β–‡ β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–�, β–‡β–‡β–‡β–‡β–� β–‡β–‡β–�, β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–�, β–‡β–‡ β–‡β–‡β–‡β–‡β–�
(herein referred to as "Sublessor" and/or  "Sublandlord") and NeoReach,  Inc., a
Delaware corporation,  having an address at β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡., β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–�, β–‡β–‡
β–‡β–‡β–‡β–‡β–� (herein referred to as "Sublessee" and/or "Subtenant").


                                   WITNESSETH

     WHEREAS  Sublessor is the tenant under a Lease  Agreement dated December 4,
1996 ("Master Lease"), annexed hereto as Exhibit "B," with The Realty Associates
Fund III,  L.P.  (herein  referred to as "Master  Landlord"  or  "Landlord")  in
connection  with  leasehold  premises  located  on the 4th Floor of β–‡β–‡ β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡
β–‡β–‡β–‡β–‡β–�, β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–�, β–‡β–‡ β–‡β–‡β–‡β–‡β–�; and

     WHEREAS,  Subtenant  desires to sublease  from  Sublessor  and Sublessor is
willing to sublease to  Subtenant  the  Premises  on the  Commencement  Date (as
defined in Article 3 below),  under all of the terms and conditions  hereinafter
set forth;

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby  acknowledged,  the parties hereto  covenant and
agree as follows:

     1. PREMISES.  Sublessor subleases to Subtenant and Subtenant subleases from
Sublessor, a portion of the building known as β–‡β–‡ β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–�,  β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–�, β–‡β–‡
β–‡β–‡β–‡β–‡β–� (the "Premises"), known as Suite 480 and consisting of approximately 6,345
rentable square feet on the 4th floor, more particularly  described and shown on
Exhibit "A" annexed and incorporated by reference herein. The parties agree that
Subtenant  shall  initially  occupy  and pay rent for  3,000  square  feet,  and
effective June 1, 2003 Subtenant  shall occupy and pay rent for the entire 6,345
square feet.

     2. USE. The  subleased  premises  are to be occupied  only and for no other
purpose than general office use and --- electronics laboratory.  Subtenant shall
not use or permit use of the Premises or any part thereof for any other purpose.

          (a)  Subtenant  shall  not do or suffer  anything  to be done upon the
Premises  which shall cause any damage to the  Premises,  or violate any zoning,
building,  health,  safety or other code or ordinance  of any federal,  state or
local unit of government which has jurisdiction over the Premises, and Subtenant
shall hold Sublessor  harmless  against any and all costs,  expenses,  losses or
damages  incurred,  suffered,  or imposed on Sublessor as a result of any use of
the  Premises by  Subtenant  in  violation  of any such laws for the term of the
Lease.

          (b) Hours of Operation.  Subtenant  shall have 24 hour/7 day access to
the premises. Standard building system hours are Monday through Friday from 8:00
a.m. to 6:00 p.m. and Saturday from 9:00 a.m. to 1:00 p.m.  Subtenant  shall not
be liable for any CAM or other charges or operating expense  passthroughs unless
Subtenant   specifically  requests  to  extend  the  normal  building  hours  of
operation.

     3. TERM OF SUBLEASE.  The term of this Sublease  shall commence on February
1, 2003 (the  "Commencement  Date"), or earlier if Master Landlord's  consent is
received prior to that date. The term of this Sublease shall end on December 31,
2006 when the Master Lease term expires,  unless sooner  terminated  pursuant to
any applicable provision of the Master Lease or this Sublease.

     4. SUBLEASE RENT. During the term of the Sublease,  Subtenant covenants and
agrees to pay to Sublessor  base rent for the Premises  without notice or demand
and without deduction,  set-off, or abatement,  in equal monthly installments in
advance ("Monthly Base Rent"), in accordance with the following schedule:



     Base Rent Schedule

     Date From              Date To              Monthly Rent        Per Sq. Ft.
     ---------              -------              ------------        -----------

     Commencement           May. 31, 2003          $4,500.00           $18.00
     Jun. 1, 2003           Nov. 30, 2003          $9,517.50           $18.00
     Dec. 1, 2003           Nov. 30, 2004          $9,898.20           $18.72
     Dec. 1, 2004           Nov. 30, 2005         $10,294.76           $19.47
     Dec. 1, 2005           Nov. 30, 2006         $10,707.19           $20.25
     Dec. 1, 2006           Dec. 31, 2006         $11,135.48           $21.06

     The first  installment of monthly rent paid by Subtenant upon its execution
of this Sublease  shall be applied by Sublessor to the monthly Base Rent payable
by  Subtenant  for the  first  calendar  month  of the  initial  Sublease  term.
Remaining  monthly rent installments are due and payable to the Sublessor on the
first calendar day of the month.

          (a) If the rent Commencement Date occurs on a day other than the first
day of a calendar month,  the gross Rent due and payable for such calendar month
shall be pro-rated based on a thirty (30) day month.

          (b) In the event  Subtenant  is late in the  payment  of rent or other
sums of money  required to be paid under the Lease,  Subtenant  agrees to pay to
Sublessor a late charge of 6% of the overdue amount .

     5. QUIET  ENJOYMENT.  If  Subtenant  performs  the terms of this  Sublease,
Sublessor  warrants  that  Subtenant  will have  quiet  enjoyment  and  peaceful
possession of the Premises,  and Sublessor  will defend  Subtenant in such quiet
enjoyment  and peaceful  possession  during the term of this  Sublease,  without
interruption by Sublessor or of any person rightfully claiming under Sublessor.

     6.  HOLDOVER.  Any  holdover at the  expiration  of this  Sublease  with or
without Sublessor's consent shall result in a month-to-month tenancy, subject to
the Sublessor's right to remain as a tenant,  which subtenancy may thereafter be
terminated  on  thirty  (30) days  notice.  In the event  Subtenant  remains  in
possession of the premises  after the  termination  (expiration)  of the term of
this  Sublease,  Subtenant's  base  monthly  rent  shall  be  increased  by  75%
commencing with the expiration (termination) of the term.

     The term of this Sublease shall not be extended by, nor shall  Subtenant be
entitled,  under any  circumstance to the benefit of any extension or renewal of
the Master Lease, without the expressed written consent of Sublessor.

     7. POSSESSION OF SUBLEASED  PREMISES.  Sublessor will deliver possession of
the   Subleased   Premises  to  Subtenant  in  a  broom-clean   condition   and,
notwithstanding  any  provision  contained  in the  Sublease  to  the  contrary,
Subtenant  hereby  accepts  the  Subleased  Premises  "as is" and in its current
condition as of the date hereof,  and  acknowledges  that  Sublessor  and Master
Landlord  have no obligation  to perform any work  therein.  Subtenant  shall be
entitled to enter the Subleased  Premises 14 days prior to the Commencement Date
for the limited purpose of performing its fit-out and preparing for move in, but
for no other  purpose  without the prior  written  consent of  Sublessor,  which
consent shall not be  unreasonably  withheld,  conditioned or delayed.  Any such
entry shall be subject to the terms and  provisions of the Master Lease and this
Sublease.  In the event Master Landlord's  consent has not been received 14 days
prior to the  Commencement  Date, and such consent is not  thereafter  received,
Subtenant agrees to remove its fit-out  installations and return the Premises to
its condition  prior to fit-out at  Subtenant's  expense,  with the exception of
reinstalling  any  cubicles  removed  by  Sublessor  as  provided  in  the  next
paragraph.

     Subtenant represents it has made a thorough examination of the Premises and
is familiar with the condition  thereof.  Subtenant  acknowledges that it enters
into this  Sublease  without any  representations  or warranties by Sublessor or
Master Landlord, or anyone acting or purporting to act on behalf of Sublessor or
Master  Landlord,  as to the present or future  condition of the  building,  the
Premises,  the  appurtenances  thereto or any  improvements  therein,  except as
specifically set forth in this Sublease.  Subtenant  acknowledges that Sublessor
is  obligated  to erect only a temporary  wall to demise the  premises  from the
remaining  space on the 4th floor of the building,  until such time as Subtenant
elects to sublease adjacent space or Sublessor elects to sublease adjacent space
to an alternate subtenant. At such time as Sublessee elects to sublease adjacent
space or Sublessor elects to sublease adjacent space to an alternate  subtenant,
then  Sublessor  shall erect a permanent  demising wall as necessary to separate
the two  adjacent  tenants.  Sublessor  shall  do so at no  cost  to  Subtenant.
Sublessor  agrees to remove  certain  cubicles from the premises as shown on the
floor plan attached hereto as Exhibit A.



     8. RIGHT OF SECOND  OFFER.  Provided  that no event of default by Subtenant
exists under this  Sublease and  Subtenant  continually  occupies the  Premises,
after taking  possession of the Premises,  Sublessor will provide Subtenant with
notice (the "Notice") of any offers that  Sublessor  finds  acceptable  from any
prospective  subtenant to sublease vacant space on the 4th floor of the Building
(the "Offered  Space").  Subtenant  acknowledges  that its Right of Second Offer
("β–‡β–‡β–‡β–‡") is subordinate to the existing Right of First Offer held by Sublessor's
subtenant  First Title and Escrow,  Inc.  Such Notice shall be given in the same
manner as provided for in paragraph 32 of this Sublease.

     Subtenant  shall have a period of five business days following  delivery of
the Notice to notify Sublessor in writing that Subtenant has elected to sublease
all, but not less than all, of the Offered  Space,  on terms  identical to those
contained  in the  Notice,  accompanied  by a check  equal  to 200% of the  base
monthly rent which will be applied toward the first month's rent and a one month
security deposit.

     Sublessor's  Notice shall include the following  information  regarding the
Offered Space:

     (a) rentable square feet,

     (b) monthly rent,

     (c) any contributions from Sublessor for subtenant improvements,

     (d) term of sublease, and

     (e) any options to extend the term.

     If Subtenant  complies with the  requirements  of this  section,  Subtenant
shall  execute and deliver to Sublessor a sublease or amendment to this Sublease
for the  Offered  Space,  within  five  business  following  the  date on  which
Sublessor  submits such  sublease or amendment to  Subtenant.  Unless  otherwise
provided  in the  Notice,  Subtenant  shall  take the  space in its then "as is"
condition,  unless there are provisions to the contrary in the offer.  Sublessor
shall use  reasonable  efforts to make the space  available  to Subtenant at the
time specified in the Notice,  but shall not be  responsible  for failure of any
then-existing  subtenant to vacate other than to use reasonable efforts to evict
such subtenant.

     In the event Subtenant fails to notify Sublessor that it elects to sublease
such space, or fails to execute and deliver the sublease or amendment within the
time periods  described  above,  Subtenant's  rights to the Offered  Space shall
terminate,  and  Sublessor  shall have the right to release the Offered Space or
any  portion  thereof  to such  party and upon  such  terms  and  conditions  as
Sublessor may deem appropriate.

     9. CARE, SURRENDER AND RESTORATION OF THE PREMISES.  Upon the expiration or
earlier  termination  of this Sublease,  Subtenant  shall quit and surrender the
Premises and Sublessor's furnishings and equipment, in good order and condition,
ordinary  wear  and  tear  excepted.  Subtenant  shall  surrender  any  approved
improvements  to the space,  provided  Landlord  has  authorized  Subtenant,  in
writing,  to leave  any  prior  approved  improvements  in the  Premises  at the
conclusion of the sublease  term and,  subject to the terms of the Master Lease,
Subtenant shall remove all of its property therefrom.  Subtenant shall surrender
the Premises in the same condition as required of Sublessor, as tenant, pursuant
to the Master Lease,  except that Subtenant shall not be responsible for removal
of Sublessor's installations in the premises, if any, as required in Section 7.3
of the  Master  Lease.  Subtenant's  obligations  hereunder  shall  survive  the
expiration or earlier termination of this Sublease and/or the Master Lease.

     10. SUBORDINATION TO THE MASTER LEASE. This Sublease and all of Subtenant's
rights hereunder are and shall remain in all respects subject and subordinate to
all of the terms, provisions, covenants, stipulations, conditions and agreements
of the Master Lease, and to all ground or underlying leases and to all mortgages
which may now or hereafter  affect such leases or the real property of which the
Premises  are  a  part,  and  all  renewals,  modifications,   replacements  and
extensions of any of the foregoing.

     In furtherance of the foregoing,  Subtenant shall not take any action or do
or permit to be done anything which (i) is or may be prohibited to Sublessor, as
tenant under the Master  Lease,  (ii) might result in a violation of, or default
under, any of the terms, covenants, conditions or provisions of the Master Lease
or any other  instrument  to which this Sublease is  subordinate  or (iii) would
result in any additional cost or other liability to Sublessor. This clause shall
be self-operative and no further instrument of subordination  shall be required,
but  Subtenant   shall  execute   promptly  any   certificate   confirming  such
subordination that Sublessor or Master Landlord may request. In the event of any
inconsistency  between this  Sublease and the Master Lease,  such  inconsistency



shall be resolved in favor of the Master Lease,  except that the Sublease  shall
govern as to all payments of rent.

     In the event that the Master  Lease is  canceled or  terminated,  Subtenant
shall, at the option of Master Landlord, attorn to and recognize Master Landlord
as Sublessor  hereunder,  and shall  promptly  upon Master  Landlord's  request,
execute and deliver all  instruments  necessary or  appropriate  to confirm such
attornment and  recognition in accordance  with the Master Lease, as modified by
this Sublease..  Subtenant  hereby waives all rights under any present or future
law to elect,  by reason of the  termination  of the Master Lease,  to terminate
this Sublease or surrender possession of the Subleased Premises.

     Subtenant shall indemnify  Sublessor  against,  and hold Sublessor harmless
from, all liabilities,  losses, obligations,  damages, penalties,  claims, costs
and expenses  (including,  without limitation,  attorneys' fees and other costs)
which  are  paid,  suffered  or  incurred  by  Sublessor  as  a  result  of  the
non-performance  or  non-observance  of any such terms,  provisions,  covenants,
stipulations, conditions, obligations or agreements by Subtenant, as they relate
to the Premises and Common Areas.

     Notwithstanding  the foregoing this Sublease is in all respects subject and
subordinate  to any  mortgage,  deed,  deed of  trust,  ground  lease  or  other
instrument now or hereafter  encumbering the Building or the land on which it is
located,  to the terms and conditions of the Master Lease, and to the matters to
which  the  Master  Lease,  including  any  amendments  thereto,  is or shall be
subordinate. All terms, provisions, covenants, stipulations, conditions, rights,
obligations,  remedies and agreements of the Master Lease are incorporated  into
this  Sublease  by  reference  and made a part  hereof as if herein set forth at
length,  and shall as between  Sublessor and Subtenant (as if they were Landlord
and Tenant,  respectively under the Master Lease),  constitute the terms of this
Sublease, except to the extent that they are expressly modified or eliminated by
the terms of this Sublease. Sublessor and Subtenant each agree to observe and be
bound by each and every  covenant,  condition  and provision of the Master Lease
insofar as any such  covenant,  condition or  provision  affects the Premises or
Subtenant's  use  thereof.  Subtenant  acknowledges  that it has reviewed and is
familiar with the Master Lease,  and Sublessor  represents  that the copy of the
Master Lease attached  hereto as Exhibit B is a true,  correct and complete copy
of the Master Lease. Sublessor will perform all of the obligations of the tenant
pursuant to the Master Lease,  except those undertaken by Subtenant  pursuant to
this Sublease,  and will indemnify Subtenant from any failure of Sublessor to do
so.  Sublessor will not consent to a termination  of the Master Lease,  or to an
amendment of the Master Lease that adversely affects the Subtenant,  without the
consent of the Subtenant.

     11. SUBTENANT TO COMPLY WITH LEASE TERMS. Subtenant shall hold the Premises
pursuant and subject to the same terms,  conditions,  covenants  and  agreements
contained  in the  Master  Lease and shall  perform  all such  functions  as are
required to be performed  by  Sublessor,  as  tenant/lessee  therein,  as to the
Premises.  Subtenant  hereby  expressly  assumes  and  agrees to keep,  observe,
perform  and  be  bound  by all of the  conditions,  covenants,  and  agreements
contained in the Master Lease on the part of Sublessor to be kept,  observed and
performed  pertaining to the Premises (and Common Areas as defined in the Master
Lease) to the extent the Master Lease  requires any  obligations to be performed
on the part of Sublessor.  Except as otherwise provided herein, all of the terms
and  provisions  of the Master  Lease which are  applicable  to or binding  upon
Sublessor,  as  tenant/lessee  thereunder,  relating to the  Premises and Common
Areas (as defined in the Master  Lease) shall also be  applicable  to or binding
upon  Subtenant in the same manner as if such terms and  provisions had been set
forth in full  herein.  All  provisions  of the Master  Lease which inure to the
benefit of the Master  Landlord  therein,  shall  inure to the benefit of and be
enforceable by Sublessor herein as against Subtenant.

          (a) Covenants with Respect to the Lease.

               (i) Subtenant  covenants and agrees that  Subtenant  shall not do
anything  that would  constitute a default  under the Master Lease or omit to do
anything  that  Subtenant is obligated to do under the terms of this Sublease so
as to cause a default under the Master Lease.

               (ii) In the event that Subtenant  shall be in default of any term
or  provision  of, or shall fail to honor any  obligation  under this  Sublease,
Sublessor,  on giving the notice required by the Master Lease and subject to the
right,  if any, of  Subtenant to cure any such default as may be provided in the
Master  Lease,  shall have  available  to it all of the  remedies  available  to
Landlord under the Master Lease in the event of a like default or failure on the
part of Sublessor as tenant  thereunder.  Such remedies  shall be in addition to
all other remedies available to Sublessor at law or in equity.

               (iii) It is agreed  between both parties that the Subtenant  will
have  substantively  the same rights as the  Sublessor,  except as  specifically
noted herein



     12.  SUBLESSOR'S  OBLIGATIONS.  Sublessor shall have no  responsibility  to
Subtenant for, and shall not be required to provide,  any of the services,  make
any of the repairs, restorations,  alterations or improvements,  comply with any
laws or  requirements or any  governmental  authorities or take any other action
that Master Landlord has agreed to provide,  make,  comply with or take or cause
to be  provided,  made or  complied  with or taken  under the  Master  Lease and
Subtenant  shall  rely  upon and look  solely  to the  Master  Landlord  for the
provision  or  making  thereof.  Subtenant  shall  not  make any  claim  against
Sublessor  for  any  damage  which  may  result  from,  nor  shall   Subtenant's
obligations hereunder, including, without limitation,  Subtenant's obligation to
pay all rent when due, be  impaired by reason of (a) failure of Master  Landlord
to keep,  observe  or perform  any of its  obligations  under the  Master  Lease
respectively,  or (b) the acts or  omissions  of Master  Landlord  or any of its
agents,  contractors,  servants,  employees,  invitees or licensees, except that
Sublessee's rent shall be abated for inability to use the Premises if and to the
extent that  Sublessor's  rent for the Premises is abated pursuant to the Master
Lease.  Should  Master  Landlord  fail to  comply  with  any or all  obligations
affecting the Premises under the Master Lease  Agreement,  Sublessor will make a
good faith attempt to enforce Subtenant's rights.

     Nothing  contained in this provision shall be construed to permit Subtenant
to offset against the Subtenant's rent obligation due hereunder.

     13. MAINTENANCE. Subtenant, at Subtenant's expense, shall maintain and keep
the  Premises  in good  repair and in a clean and  orderly  condition  and shall
assume all  obligations of Sublessor  under the Lease related to the maintenance
and repair of the  Premises.  Subtenant  shall  replace or make good any and all
damage,  loss or breakage to the  Premises,  except  ordinary  wear and tear and
casualty damage not due to the negligence of Subtenant or its agents, employees,
servants, contractors, subcontractors, licensees or invitees.

     14.  INSURANCE.  Subtenant  will insure the  Premises to the same extent as
Sublessor is required to maintain under the Master Lease. Any proceeds  received
under such  insurance  shall be applied as  provided  in the Lease,  except that
Subtenant shall be considered in the place of Sublessor as to the Premises.

     15.  ASSIGNMENT AND SUBLETTING.  Subtenant shall not assign or sublease all
or a portion of the  Premises to any other  party  without  obtaining  the prior
written consent of Sublessor,  whose consent shall not be unreasonably withheld,
conditioned  or  delayed.  In the event that  Subtenant  attempts or purports to
assign or sublease all or a part of the Subleased Premises to any other party in
violation of the terms of this paragraph, such action shall constitute a default
under the terms of this Sublease,  entitling  Sublessor to exercise all remedies
provided at law, in equity or under the Lease or this Sublease.  Notwithstanding
any assignment or subletting, Subtenant shall not be relieved of its obligations
hereunder and a consent to one  assignment or subletting  shall not constitute a
further waiver of the provisions of this Section.

     16. ALTERATIONS. Subtenant shall not make any alterations or changes to the
Premises whatsoever, including without limitation,  structural or non-structural
changes,  without the prior written  consent of Sublessor  and Master  Landlord.
Sublessor  will not  unreasonably  delay or  withhold  its  consent  to any such
request. In the event Master Landlord and Sublessor consent to the making of any
alterations,  additions or improvements  to the Premises by Subtenant,  the same
shall be made by  Subtenant,  at  Subtenant's  sole  cost and  expense,  and any
contractor  or person  selected  by  Subtenant  to make the same  must  first be
approved in writing by the Master Landlord and Sublessor.

     17. END OF TERM. Subtenant acknowledges that possession of the Premises and
Sublessor's  furnishings  and equipment  must be surrendered to Sublessor on the
Expiration Date or earlier  termination of this Sublease,  in the same condition
as set forth in  Article 9 hereof,  subject to normal  wear and tear.  Subtenant
agrees to indemnify  Sublessor against and hold Sublessor  harmless from any and
all liabilities,  losses,  obligations,  damages,  penalties,  claims, costs and
expenses  (including,  without  limitation,  attorneys' fees and other charges),
whether  such  are  foreseen,  unforeseen,  special,  direct,  consequential  or
otherwise,  and which are paid, suffered or incurred by Sublessor as a result of
the failure of, or the delay by,  Subtenant  in so  surrendering  the  Premises,
including,  without  limitation,  any  claims  made by  Master  Landlord  or any
succeeding  tenant,  founded on such failure or delay.  The  provisions  of this
Article 17 shall  survive the  Expiration  Date or earlier  termination  of this
Sublease and/or the Master Lease.

     18. INSURANCE,  DESTRUCTION, FIRE AND OTHER CASUALTY;  CONDEMNATION. If the
whole or any part of the Premises  shall be damaged by fire or other cause under
circumstances   in  which  Master  Landlord  is  required  to  make  repairs  or
restorations  pursuant to the terms of the Master Lease,  the sole obligation of
Sublessor shall be to use reasonable  efforts to cause the  obligation(s) of the
Master Lease to be fulfilled by Master Landlord, in accordance with the terms of
the Master  Lease.  The rent until such  repairs or  restorations  shall be made
shall be apportioned  pursuant to the  provisions of the Master Lease.  Under no
circumstances  shall  Subtenant  receive an abatement  of rent unless  Sublessor
shall  receive  a  corresponding  abatement  of rent  from the  Master  Landlord
pursuant to the Master Lease, or unless said damage was caused by the negligence
or willful  misconduct  of  Sublessor  as  provided in Section 9.3 of the Master
Lease.



     Notwithstanding  anything to the  contrary  herein or in the Master  Lease,
Subtenant  shall have the same right as Sublessor to terminate  this Sublease by
reason of a casualty or  condemnation  affecting  the  Premises,  as provided in
Section 9.1 of the Master Lease,  except that  Subtenant  shall have a period of
fifteen  (15)  days to  notify  Sublessor  of its  election  to  terminate  this
Sublease,  by  providing  written  notice  to  Sublessor.  If by  reason of such
casualty or  condemnation,  Master Landlord or Sublessor elects to terminate the
Master Lease in accordance  with the  provisions of the Master Lease,  then upon
such  termination  of the Master  Lease  this  Sublease  shall be  automatically
terminated as if such date were the Expiration  Date and Sublessor shall have no
liability  whatsoever  to  Subtenant  by  virtue  of such  termination  with the
exception of the return of the Subtenant's security deposit within 30 days.

     No  damages,  compensation  or claims  shall be  payable by  Sublessor  for
inconvenience,  loss of business or annoyance  arising  from such  condemnation,
fire or other cause or any repair or  restoration of any portion of the Premises
or of the building.  Subtenant shall provide on or before the Commencement  Date
and shall keep in force  during the Term for the  benefit of  Sublessor  and the
Master  Landlord  (which shall be named as additional  insureds in any insurance
policy), the same insurance required by the Master Lease, except that references
to "the  premises"  in the Master Lease  shall,  for purposes of this  sublease,
refer only to the Premises described herein. On or before the Commencement Date,
Subtenant shall deliver to Sublessor a certificate of insurance  evidencing such
insurance.  The  Subtenant  shall  have the same  rights and  privileges  as the
Sublessor as detailed in the Master Lease.

     19.  PARKING  FACILITIES.  Provided  Subtenant is not in default  under the
Sublease,  Sublessor hereby grants to Subtenant license to park without charge a
maximum  of 3.4  vehicles  per  1,000  square  feet of  subleased  space  in the
unreserved parking spaces, subject to the provisions of Article 16 of the Master
Lease,  for use  solely by  Subtenant  and  Subtenant's  employees,  guests  and
invitees in the parking areas serving the building.

     20. DEFAULT.  The occurrence of any of the following  events as a result of
Subtenant's  acts or omissions  shall  constitute an event of default  entitling
Sublessor to exercise those rights specified in the Master Lease as available to
the Landlord thereunder and any rights provided by law:

          (a) failure to pay any  installment  of rent,  additional  rent or any
other  payments due hereunder as and when the same shall become due and payable,
where such failure shall  continue for a period of three (3) business days after
written notice thereof from Sublessor to Subtenant;

          (b) breach of any term,  condition or covenant of the Master Lease, as
applicable to the Premises and Common areas, or this Sublease;

          (c) breach of any term,  condition  or covenant  of the Lease  imposed
therein on Sublessor and imposed under this Sublease on Subtenant;

          (d) the  occurrence  of any event of default  specified  in the Master
Lease or this Sublease.

          (e) with respect to subparagraphs (b), (c) and (d) above (non-monetary
defaults),  Sublessor  shall not exercise any of its remedies for default unless
and until  Subtenant shall fail to cure any such default within ten (10) days of
receipt of notice of default from  Sublessor  (or such shorter  period as may be
provided in the Lease).  Furthermore,  no failure by Sublessor to send notice of
default  shall be deemed or  construed to operate as a waiver of such default or
in any way relieve or release  Subtenant  of any of its  obligations  under this
Sublease.

     21.  SUBLESSOR'S  RIGHT TO CURE DEFAULTS OF SUBTENANT.  If Subtenant  shall
fail to fulfill any of its obligations  under the Master Lease or this Sublease,
Sublessor  may,  but shall not be  obligated  to,  fulfill  any  obligations  of
Subtenant  hereunder  and if  Sublessor  shall incur any costs in doing so, such
costs  shall be  additional  rent due from  Subtenant  on the  first to occur of
demand,  or the date of the next rent  payment,  together  with  interest at the
highest rate allowed by law from the date expended until the date repaid.

     22.  INDEMNITY.  Notwithstanding  any  provision of the Master Lease to the
contrary,  Sublessor  shall not be liable to  Subtenant,  or any of its  agents,
employees,  servants,  or invitees  for any damage to persons or property due to
the condition,  design, or any defect in the building or its mechanical  systems
that may exist or subsequently occur.  Subtenant,  with respect to itself or its
agents,  employees,  servants,  and  invitees,  expressly  assumes  all risk and
damages to persons and property,  either  proximate or remote,  by reason of the
present or further  condition  of the  subleased  Premises or any portion of the
Landlord's Premises.  Subtenant agrees that it will indemnify and hold Sublessor
harmless from and against all suits,  claims and actions of every kind by reason
of any breach,  violation,  or  non-performance  of any term or condition on the
part of the Subtenant  under this Sublease.  Additionally,  Subtenant  agrees to
indemnify  and hold  Sublessor  harmless  from  all  claims,  actions,  damages,



liabilities and expenses  asserted  against the Sublessor on account of injuries
to person or damage to property to the extent that any such damage or injury may
be caused,  either  approximately or remotely,  by any act or omission,  whether
negligent  or not,  of  Subtenant  or any of its  agents,  servants,  employees,
contractors,  patrons, or invitees (while such invitees are on the Premises), or
any other  person  entering  upon the  Premises  under or with the  expressed or
implied invitation of Subtenant,  or if any such injury or damage made any other
way  arises  from  or out of the  occupancy  or use by  Subtenant,  its  agents,
employees and invitees of the Premises.

          (a)  Notwithstanding  the  foregoing  Subtenant  agrees  to  indemnify
Sublessor,  Landlord and  Landlord's  managing  agent  (Sublessor,  Landlord and
Landlord's   managing  agent  are  herein   collectively   referred  to  as  the
"Indemnified  Party") against and hold each Indemnified  Party harmless from any
loss,  cost or liability or expense  (including  without  limitation  reasonable
attorneys fees and related disbursements)  incurred by such Indemnified Party by
reason of (i) any injuries to persons or damage to property  occurring in, on or
about the  Premises,  other than those  arising from the  negligence  or willful
misconduct of such Indemnified  Party, (ii) any work or thing whatsoever done or
condition created by Subtenant in, on or about the Premises or the Building,  or
(iii) any act or  omission of  Subtenant,  its  agents,  contractors,  servants,
employees,  invitees,  licensees, or (iv) any failure of Subtenant to perform or
observe any of the  covenants or  obligations  required of Subtenant  under this
Sublease.  In furtherance of the foregoing,  Subtenant shall not do or permit to
be done  anything  prohibited  to  Sublessor as tenant under the Master Lease or
take any action or do or permit any action which would result in any  additional
cost or other  liability to Sublessor or Landlord under the Master Lease or this
Sublease.

          (b) In  addition  to, and not in  limitation  of the  undertakings  of
Subsection 22(a) above,  wherever the Sublessor as tenant under the Master Lease
has agreed to indemnify the  Landlord,  Subtenant  likewise  agrees to indemnify
Sublessor and Landlord.

          (c)  Subtenant's  obligations  under this section 22 shall survive the
expiration or termination of this Sublease.

     23. LITIGATION COSTS. If Sublessor is required to retain the services of an
attorney  to enforce  any of its rights in this  Sublease  Agreement,  Subtenant
shall be required to pay the Sublessor's reasonable attorney's fees, in the form
of additional rent. In the event Sublessor  institutes a judicial proceeding for
non-payment of rent or breach of  Subtenant's  obligations,  seeking  possession
and/or to terminate the lease,  reasonable  attorney's fees shall in no event be
less than $1,500.00.

     24.  SECURITY  DEPOSIT.  The  Subtenant  has  this day  deposited  with the
Sublessor the sum of $9,517.50 as security for the payment of the rent hereunder
and  the  Subtenant's  full  and  faithful  performance  of  all  covenants  and
obligations to be performed by the Subtenant pursuant to this Sublease. Said sum
shall be returned to the Subtenant, within Thirty (30) days after the expiration
of the  sublease  term  provided  that the  Subtenant  has fully and  faithfully
performed  all such  covenants  and  conditions  and is not in  arrears in rent.
During the term hereof the Sublessor may, if it so elects, have recourse to such
security, to make good any default by the Subtenant in which event the Subtenant
shall, on demand,  promptly restore said security to its original amount. To the
extent that each  sublessor  delivers the deposit to its successor  sublandlord,
liability to repay said security to the  Subtenant  shall run with the reversion
and title to said  premises,  whether  any  change in  ownership  thereof  be by
voluntary  alienation or as other result of judicial sale,  foreclosure or other
proceedings or the exercise of a right of taking or entry by any mortgagee.  The
Sublessor  shall  assign or  transfer  said  security,  for the  benefit  of the
Subtenant,  to any subsequent  owner or holder of the reversion or title to said
premises,  in which case the  assignee  shall  become  liable for the  repayment
thereof as herein  provided,  and the assignor shall be deemed to be released by
the Subtenant from all liability to return such security.  This provision  shall
be  applicable  to every  alienation  or  change in title and shall in no way be
deemed to permit a sublessor to retain the  security  after  termination  of the
Sublessor's  ownership  of the  reversion  or  title.  The  Subtenant  shall not
mortgage,  encumber or assign said security  without the written  consent of the
Sublessor.

     25. REAL ESTATE  BROKERS.  Except for β–‡β–‡β–‡β–‡β–‡β–‡β–� & β–‡β–‡β–‡β–‡β–‡β–‡β–� Inc.,  Insignia ESG
and The Ezra Company, whose commissions shall be paid by Sublessor pursuant to a
separate  agreement with  Sublessor,  the parties  represent and warrant to each
other that no brokers or agents  have been  involved  on behalf of such party in
connection  with  the  consummation  of the  transactions  contemplated  by this
Sublease.  Sublessor  agrees to pay the  commissions to Broker  pursuant to such
separate agreement.

     Subtenant represents and warrants to Sublessor that it has not communicated
with or  negotiated  with any other real estate  Brokers  regarding  Sublessor's
property and/or this transaction.  In connection therewith, each party agrees to
defend and indemnify and hold the other party  harmless from and against any and
all claims for finders  fees or brokerage  or other  commissions  from any other
party which may at any time be asserted  against the  indemnified  party founded



upon  a  claim  that  the  substance  of  the  aforesaid  representation  of the
indemnifying party is untrue,  together with any and all losses,  damages, costs
and expenses,  including reasonable attorneys' fees and disbursements,  relating
to such claims or arising  therefrom  or incurred  by the  indemnified  party in
connection with this indemnification provision.

     26.  CONSENT OF  LANDLORD.  This  Sublease is  conditioned  upon  Sublessor
obtaining the consent of Landlord to the subletting  provided for hereunder.  In
this regard,  Subtenant  agrees to execute and deliver to Sublessor within three
(3) days of notice by Sublessor such documents and information as are reasonably
required to obtain Landlord's consent to such subletting.  If the Landlord fails
to provide  written  consent for this  Sublease  Agreement  within 35 days after
execution of this document by both parties, Subtenant has the right to terminate
the agreement.

     27. FURNISHINGS, SIGNAGE AND TELECOMMUNICATIONS.  Subtenant is hereby given
license to utilize the Sublessor's furnishings currently located in the Premises
and  identified on Exhibit C annexed  during the term of this  Sublease.  At the
conclusion of the term of the Sublease  Subtenant will return possession of said
furnishings  to Sublessor in the same  condition as when  received by Subtenant,
reasonable wear and tear excepted.

     Sublessor shall make available to Subtenant lobby  directory  signage,  and
provide Suite entry signage at no additional cost to Subtenant,  consistent with
building  standard  signage as provided for in the Master Lease.  Any additional
signage requested by Subtenant shall be at Subtenant's sole cost and expense and
Sublessor/Landlord's approval(s).

     Subject to Master  Landlord's  approval  Subtenant  shall have the right to
utilize  vendors of its  choice to provide  fiber  optic or other  telephone  or
telecommunications  service to the  Premises and shall have the right to use the
vertical risers,  conduits, and shafts, if necessary, in the building but not to
an extent to exceed Subtenant's proportionate share thereof.

     28.  BINDING  AGREEMENT.  This Sublease  shall be binding upon the parties,
their  heirs,  legal  representatives,  successors  or  assigns.  The  executor,
administrator or personal  representative  of a deceased party shall execute and
deliver any documents or legal  instruments  necessary or desirable to carry out
the provisions of the Sublease.

     29. ENTIRE  AGREEMENT.  This Sublease shall constitute the entire Agreement
between the  parties.  Any prior  understanding  or  representation  of any kind
preceding  the date of this  Sublease  shall not be binding  upon either  party,
except to the extent incorporated in this Sublease.

     30. WAIVER. A failure of either party at any time to require performance by
the other party of any  provision  of this  Sublease  shall in no way affect the
full right to require such  performance  at any time  thereafter.  The waiver of
either party to any provisions of this Sublease shall not be taken or held to be
a waiver  of any  succeeding  breach  of such  provisions  or as a waiver of the
provision itself.

     31.  SEVERABILITY.  If any one or more of the terms or provisions contained
in this Sublease or any exhibit  shall,  for any reason,  be held to be invalid,
illegal or unenforceable in any respect, the remainder of said term or provision
shall not be effected  thereby and, to this end,  the parties  hereto agree that
the terms and provisions of this Sublease are severable.

     32. NOTICES.  All notices desired or required to be served hereunder may be
effected  either  by  personal  delivery  in  writing  by  mail,  registered  or
certified,  postage prepaid with return receipt requested or by Federal Express,
UPS overnight or another recognized international overnight courier service that
provides  receipts  through the sender  from the  recipient.  Notices  delivered
personally  shall be deemed  communicated as if actual  receipt;  mailed notices
shall be deemed  communicated  the first  business day after  delivery.  Notices
shall be provided to the parties at the following addresses:

     If to Sublessor:            β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡β–�, Vice President
                                 Synertech Health System Solutions, LLC
                                 β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–�
                                 β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡, β–‡β–‡ β–‡β–‡β–‡β–‡β–�

     with a copy to:             β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡
                                 Platinum Equity LLC
                                 β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡
                                 β–‡β–‡. β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡, β–‡β–‡ β–‡β–‡β–‡β–‡β–�



     If to Subtenant:            β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡, President & CEO
                                 NewReach, Inc.
                                 β–‡β–‡ β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–�
                                 β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–�, β–‡β–‡ β–‡β–‡β–‡β–‡β–�


     33.  GOVERNING  LAW.  This  Sublease  shall be governed by and construed in
accordance  with the laws of the State of  Maryland.  Any  dispute  between  the
parties  resulting in  litigation  shall be subject to the  jurisdiction  of the
Courts of Maryland and the county where the premises is situate.

     34.  LITIGATION  BETWEEN THE PARTIES.  If any action at law or in equity is
necessary to enforce or interpret  the terms of this  Sublease,  the  prevailing
party shall be entitled  to  reasonable  attorney's  fees,  costs and  necessary
disbursements in addition to any other relief that may be proper.

     35.  INTERPRETATION.  The parties agree that they,  and/or their respective
attorneys  have  reviewed  and/or  revised this  document as necessary for their
mutual  purposes  and they  hereby  agree that any rule or  construction  to the
effect that any  ambiguity  or  ambiguities  is/are to be  resolved  against the
parties who drafted this document shall not apply with respect to interpretation
of this document or the agreement(s) of the parties.

     IN WITNESS  WHEREOF,  the parties have heretofore set their hands and seals
the date above written.

SUBLESSOR:                                SUBTENANT:
AMISYS, LLC                               NeoReach, Inc.

By:  /β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡β–�/                     By:  /s/β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡
     --------------------                      --------------------

Name:    β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡β–�                   Name:   β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡
         --------------------                     --------------------
Title:   Vice President                   Title:  President & CEO
         --------------------                     --------------------
Date:                                     Date:
         --------------------                     --------------------