LEASE-TO-OWN SCHEDULE NO. This Schedule and its supplements incorporate by this reference the terms and conditions of the Master Lease Agreement, Number 9286 between Ascend Credit Corporation (Lessor) and Consumer Net Marketplace, Inc. (Lessee). 1. SUPPLIER: Ascend Communications, Inc. 2. LOCATION OF EQUIPMENT: See Attachment A 3. EQUIPMENT VALUE: $ 373,917.00 (exclusive of sales and/or use taxes). 4. LEASE TERM: The Lease Term of the Equipment described in this Schedule shall begin on the Rent Commencement Date referenced below in Paragraph 5 and its expiration date shall be 36 months after such Rent Commencement Date. 5. RENT: $ 12,739.35 per month (exclusive of sales and/or use taxes) due and payable on the first day of the calender month following the Rent Commencement Date on a prorated basis from the Rent Commencement Date to the end of the initial calender month, and thereafter in full on the first day of each succeeding month of the Lease Term. The advance Rent payment shall be $12,739.35 This amount includes $ for the first month, and $ n/a for the last 1 month(s) of the Lease Term. 6. RENT COMMENCEMENT DATE: July 1,1998 ---------------- 7. PURCHASE OPTION: Lessee shall be required to purchase the Equipment for one dollar ($1.00). The purchase price shall be payable upon the expiration date of the Lease Term. Lessee shall be responsible for all applicable sales and/or use taxes on the Equipment. Upon payment of the purchase price, Lessor shall execute and deliver to Lessee such documents as Lessee may reasonably request in order to vest in Lessee all right, title and interest in the Equipment. S. DESCRIPTION OF EQUIPMENT: See Attachment A which is attached hereto and made a part hereof by this reference. The person executing this Schedule on behalf of Lessee hereby certifies that he or she has read and is duly authorized to execute this Schedule Accepted by: Ascend Credit Corporation LESSEE Consumer Net Marketplace, Inc BY ------------------ NAME: NAME: Frederick Rice Mark E. Alman TITLE: Corporate Finance Manager TITLE: President Date: 7/1/98 Date: 6/23/98 ADDENDUM This Addendum is to Schedule No. 01 (the 'Schedule") to Master Lease Agreement No.9285 by and between Ascend Credit Corporation ("Lessor) and Consumer Net Marketplace, Inc. ("Lessee"). Paragraph 5 Paragraph 5 is deleted and replaced by the following: - "RENT: $12,739.35 per month (exclusive of sales and/or taxes) due and payable at the rent Commencement Date and on the same date of each succeeding month of the Lease Term. The advance rent payment shall be $12,739.35. This amount includes $12,739.35 for the last month of the lease term (exclusive of sales and/or use taxes)." Except as modified by this Addendum the terms and conditions of the Schedule shall remain in full force and Effect. Accepted by: Ascend Credit Corporation Lessee: Consumer Net Marketplace, Inc. By: By: Name: Mark E. Alman Name: Frederick Rice Title: Corporate Finance Manager Title: President Date: 7/1/98 Date: 6/23/98 MLA# 9286 REVISED LESSEE: Consumer Net Marketplace, Inc. 1919 Williams Street, #220 Simi Valley, CA 93065 Sch# Location Address Equipment Value Rent Deposit - ---- ---------------- --------------- ---- ------- 1-01 Consumer Net Marketplace, Inc. 296,447.00 10,099.95 10,099.95 1900 Los Angles Ave. Simi Valley, CA 93065 1-02 Consumer Net Marketplace, Inc. 77,470.00 2,639.40 2,639.40 1900 Los Angles Ave. Simi Valley, CA 93065 GRAND TOTALS 373,917.00 12,739.35 12,739.35 LOCATION: SCHEDULE # 928-O1-O1 Consumer Net Marketplace, Inc 1900 Los Angeles Ave Simi Valley, CA 93065 QTY PART # DESCRIPTION EXTENDED 4 TNT-2AC TNT DUAL AC BASE CHASSIS 52,250 4 TNT-SL-HA192 HYBRID ACCESS 192 SIW ENABLE $21,120 4 TNT-SR-STD STANDARD S~W RELEASE FOR TNT $0 4 POW-CORD-DOM DOME~C POWER CORD $0 4 TNT-SP-RM19 19" RACK MOUNT KIT $0 4 TNT-SO-ISDN ISDN SIGNALLING SIW ENABLE $8,800 3 TNT-SL-E100 100 BASE-T ETHERNET CARD $12,375 1 TNT-SL-CT3 CHANNELIZED T3 MODULE $11,000 2 TNT-SL-CTl OCTAL CTI TI/PRI MODULE $10,120 9 TNT-SL-DM48-556 SERIES 5648 PORT DIGITAL MODEM CARDS $118,800 2 TNT-SL-FLSB FMO MODULE PLUS FRAME RELAY $15,400 3 TNT-SP-SHIELD SHIELD TO ROUTE EXHAUST TO REAR $0 1 GRE-I 6-AC GRE 1600 IP SWITCH BASE SYSTEM $1 7,60 1 GRE-ACI6 INSTALLED GRE POWER SUPPLY $0 1 GRE-CBl6 INSTALLED GRE CONTROL BOARD $0 1 GRF-SR-16-STD INSTALLED SIW FOR GRE 1600 $0 1 GRE-SW-6 INSTALLED GRF IP SWITCH BOARD $0 1 GRE-MC-HSSI HSSI IP FORWARD MEDIA CARD $9,625 1 GRE-MC-EN4 101100 BASE-T IP FORWARD MEDIA CARD $7,700 1 GRE-AC-ACI6 REDUNDANT AC POWER SUPPLY $3,685 1 GRE-MEM-128 128 MB DRAM $2,475 1 ANC-SU-NT NAVISACCESS SIW, WIN NT $5,497 Total: $296,447 LOCATION: SCHEDULE # 9286-01-02 Consumer Net Marketplace, Inc. 1900 Los Angeles Ave. Simi Valley, CA 93065 QTY PART# DESCRIPTION EXTENDED 7 MXHP-2T1-48-NA MAX 4048 WI 2T1/PRl & 56-K MODEMS $66,500 10 P130-BRUI-FFI PIPELINE 130W/TI & BRI $10,970 Total: $77,470