Ex-10.46

                                    SUBLEASE

      WebCT, Inc., a Delaware corporation, with a place of business at 6 Kimball
Lane, Lynnfield, Massachusetts 01940 ("Sublessor"), and Magna Lab, Inc., a New
York corporation with a place of business at 6800 Jericho Turnpike, Suite 120W,
Syosset, New York 11791 ("Sublessee"), make this Sublease as of July ___, 2001.

                              Preliminary Statement

      Sublessor is the tenant under a Lease dated March 24, 2000, by and between
Sublessor and JRT Realty, LLC, a Massachusetts limited liability company (the
"Lessor"), as landlord, as amended by First Amendment to Lease dated July 24,
2000 (the "First Amendment"), Second Amendment to Lease dated April, 2001 (the
"Second Amendment"), a Lease Commencement Agreement dated August 18, 2000 and
Second Lease Commencement Agreement dated September 8, 2000, (collectively, the
"Commencement Agreements") (said Lease, as so amended, being hereinafter
referred to as the "Lease", a copy of which is attached hereto as Exhibit A),
with respect to premises (the "Premises") consisting of approximately 51,842
rentable square feet on a portion of the third floor and the entire second floor
of the building (the "Building") commonly known as 6 Kimball Lane, Lynnfield,
Massachusetts, as more particularly described in the Lease. Capitalized terms
used but not defined in this Sublease shall have the meaning ascribed to such
terms in the Lease.

      Sublessor desires to sublet to Sublessee, and Sublessee desires to accept
from Sublessor, a portion of the Premises consisting of approximately 5,616
rentable square feet ("Subleased Premises Rentable Area") on the second floor of
the Building and shown on Exhibit B attached to this Sublease (the "Subleased
Premises") on the terms and conditions set forth in this Sublease.

                                    Agreement

      In consideration of the mutual covenants of this Sublease and other
valuable consideration, the receipt and sufficiency of which Sublessee and
Sublessor hereby acknowledge, Sublessor and Sublessee agree as follows:

      1. Subleased Premises. Sublessor hereby subleases to Sublessee, and
Sublessee hereby subleases from Sublessor, the Subleased Premises, subject to
the terms and conditions of this Sublease. Sublessor shall deliver the Subleased
Premises to Sublessee on the Commencement Date (as hereinafter defined) in broom
clean condition but otherwise in such condition as exists as of the date of this
Sublease. Notwithstanding the foregoing, Sublessor shall perform the Sublessor
Work as set forth and defined in Section 4 hereof. Sublessee acknowledges that
Sublessor has made no representations or warranties concerning the Subleased
Premises or the Building or their fitness for Sublessee's purposes, except as
expressly set forth in this Sublease. In addition, Sublessee shall have the
right to use, in common with others, the lobbies, hallways, stairways,
elevators, driveways and walkways necessary for access to the
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Subleased Premises, as well as to list the Sublessee's name and the location of
the Subleased Premises in the directory for the Building at Sublessee's cost and
subject to Lessor's consent.

      2. 2nd Floor Common Areas. Effective as of the Commencement Date (as
hereinafter defined), Sublessee shall have the right to use, in common with
others entitled thereto, the main hallway, restrooms, atrium area and elevators
on the 2nd Floor (the "2nd Floor Common Areas"). The 2nd Floor Common Areas
shall not be obstructed or damaged by Sublessee, nor shall refuse, furniture,
boxes or other items be placed therein by Sublessee. Sublessee shall cooperate
with Sublessor in keeping the 2nd Floor Common Areas neat and clean and shall
use it only for ingress and egress to the Subleased Premises, except for the
restrooms, which shall be used for the purposes for which they were intended.
Sublessee shall be solely responsible for any costs incurred by Sublessor
arising out of the negligence or willful misconduct of Sublessee or its agents,
contractors and invitees, and their failure to comply with this section of the
Sublease.

      3. Parking. Effective as of the Commencement Date (as hereinafter
defined), subject to Lessor's rights under the Lease, Sublessee shall have the
nonexclusive right to use, in common with others entitled thereto, 19 spaces in
the Building parking lot ("Parking").

      4. Sublessor Work. Subject to the terms of the Lease Sublessor shall, at
its sole cost and expense, construct demising walls as and where indicated on
Exhibit B which items shall be performed in a good, workmanlike manner, in
compliance with all applicable laws, codes, regulations and ordinances, and in
compliance with this Sublease ("Sublessor Work") and use commercially reasonable
and good faith efforts to complete Sublessor Work as soon as possible following
the execution of this Sublease and the receipt of consent from the Lessor in
writing.

      5. Term. The term of this Sublease (the "Sublease Term") shall commence on
the date that Lessor delivers the Lessor consent set forth and described in
Section 20 hereof and shall terminate on June 30, 2004.

      6. Use. Sublessee shall use and occupy the Subleased Premises only for the
uses permitted under the Lease (the "Permitted Uses"). Sublessee shall also
comply with all laws governing or affecting Sublessee's use of the Subleased
Premises, and Sublessee acknowledges that Sublessor has made no representations
or warranties concerning whether the Permitted Uses comply with such laws.

      7. Monthly Base Rent. Commencing on the earlier of (i) the date on which
Sublessor delivers the Subleased Premises to Sublessee with Sublessor Work
substantially complete or (ii) date upon which Sublessee enters and occupies
Subleased Premises (the "Commencement Date"), Sublessee shall pay to Sublessor
rent at an annual rate of $140,400.00 ("Base Rent"), in equal monthly
installments of $11,700.00 ("Monthly Base Rent") on the first day of each
calendar month during the Sublease Term. The first full monthly installment,
plus any installment relating the partial month preceding the first full month,
if applicable, shall be delivered to Sublessor by Sublessee upon execution of
this Sublease by Sublessee. If the


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Sublease Term includes a partial calendar month at its beginning or end, the
monthly installment for each day in such partial month within the Sublease Term
and shall be payable in advance on the first day of such partial month occurring
within the Sublease Term. The Base Rent shall be paid to Sublessor at its
offices located at 6 Kimball Lane, Lynnfield, Massachusetts 01940, or such other
place as Sublessor may designate in writing, in lawful money of the United
States of America, without demand, deduction, offset or abatement.

      8. Utilities and Electricity. Sublessee shall be responsible for paying
19.04% of charges for electricity consumed at the Subleased Premises, which
19.04% is currently estimated to be ninety-cents per square foot per year for a
total of $5,054.40 per year, and any other direct charges incurred under the
Lease as a result of Sublessee's use and occupancy of the Subleased Premises not
included in Operating Expenses.

      9. Security Deposit. Upon execution of this Sublease, Sublessee shall
post, for the benefit of Sublessor, a letter of credit in the sum of $58,500.00
(the "Security Deposit") as security for the full and timely payment and
performance of Sublessee's obligations under this Sublease. If Sublessee fails
to pay or perform in a full and timely manner any of its obligations under this
Sublease, Sublessor may draw upon the letter of credit and apply all or any
portion of the Security Deposit toward curing any such failure and compensating
Sublessor for any loss, damage or expenses arising from such failure. If
Sublessor so applies any portion of the Security Deposit, Sublessee shall
immediately restore the letter of credit to its full face amount. The letter of
credit shall be self renewing from year to year during the Sublease Term so as
to expire no earlier than sixty (60) days following the expiration of the
Sublease Term. It is agreed: (i) that the letter of credit may be drawn upon to
cure any default past the expiration of any cure or grace period applicable
thereto that may exist, without prejudice to any of the remedy or remedies which
Sublessor may have on account thereof; (ii) that the letter of credit may be
drawn upon if the letter of credit has not been extended or renewed without
amendment at least 45 days prior to any then current expiration date thereof
(except for the expiration of the letter of credit at the end of the term);
(iii) that should the Sublessor's interest in the Premises be conveyed or
assigned by Sublessor, Sublessee hereby releases Sublessor from any and all
liability with respect to the letter of credit and its application or return,
and Sublessee agrees to look to such transferee for such application or return,
provided such transferee assumes Sublessor's obligations under this Sublease;
and (iv) that the letter of credit shall be returned to Sublessee upon the later
of (a) sixty (60) days after the expiration of the Sublease Term, or (b) the
date Sublessee has vacated the Subleased Premises and surrendered possession
thereof to Sublessor at the expiration of the Sublease Term as provided herein
and has paid Sublessor all sums due and owing under this Sublease.

      10. Subordination to Lease. (a) This Sublease is subject and subordinate
to the terms and conditions of the Lease. Sublessee shall not cause a default
under the Lease or permit its employees, agents, contractors or invitees to
cause a default under the Lease. If the lease terminates before the end of the
Sublease Term, Sublessor shall not be liable to Sublessee for any damages
arising out of such termination.


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<PAGE>

            (b) Except as otherwise specified in this Sublease, all of the terms
and conditions of the Lease are incorporated as a part of this Sublease, but all
references in the Lease to "Tenant", "Premise", "Initial Term", "Term of this
Lease", "Basic Rent", "Monthly Rent Payment", "Lease Commencement Date", "Rent
Commencement date", "Premises Rentable Area", "Parking" and "Security Deposit"
shall be deemed to refer, respectively, to Sublessee, Subleased Premises,
Sublease Term, Sublease Term, Base Rent, Monthly Base Rent, Lease Commencement
Date, Rent Commencement Date, Subleased Premises Rentable Area, Parking and
Security Deposit, as defined in this Sublease. To the extent incorporated into
this Sublease, Sublessee shall perform the obligations of the Sublessor, as
tenant under the Lease. Notwithstanding any other provision of this Sublease,
Sublessor, as sublandlord under this Sublease, shall have the benefit of all
rights, remedies and limitations of liability enjoyed by Lessor, as the landlord
under the Lease, but (i) Sublessor shall have no obligations under this Sublease
to perform the obligations of Lessor, as landlord under the Lease, including
without limitation any obligation to provide services or maintain insurance, and
Sublessee shall seek such performance and obtain such services solely from the
Lessor; (ii) Sublessor shall not be bound by any representations or warranties
of the Lessor under the Lease; (iii) in any instance where the consent of Lessor
is required under the terms of the Lease, the consent of Sublessor and Lessor
shall be required; and (iv) Sublessor shall not be liable to Sublessee for any
failure or delay in Lessor's performance of its obligations, as landlord under
the Lease.

            (c) Notwithstanding any contrary provision of this Sublease, the
following terms and conditions of the Lease are not incorporated as provisions
of this Sublease: Section 1.2 (the definition of Premises Rentable Area only),
Section 1.3 (the definitions of Broker, Final Plans, and Outside Delivery Date
only), Sections 2.1, 3.1(a) (except for the last sentence thereof), 3.1(b),
3.1(c), 4, 5.1(b)(2) (the last sentence thereof only), Article VII, Article IX,
14.6(b), the balance of Section 14.6(c) beginning on the third line with,
"provided that, with respect to the Security Deposit"), 14.12, 14.15, 14.17,
14.23, Articles XV, XVI, Exhibits A, B, C, E and F, the First Amendment, Second
Amendment and the Commencement Agreements.

            (d) Notwithstanding any contrary provision of this Sublease, (i) in
any instances where Lessor, as landlord under the Lease, has a certain period of
time in which to notify Sublessor, as tenant under the Lease, whether Lessor
will or will not take some action, Sublessor, as landlord under this Sublease,
shall have an additional ten-day period after receiving such notice in which to
notify Sublessee, (ii) in any instance where Sublessor, as tenant under the
Lease, has a certain period of time in which to notify Lessor, as landlord under
the Lease, whether Sublessor will or will not take some action, Sublessee, as
tenant under this Sublease, must notify Sublessor, as landlord under this
Sublease, at least five business days before the end of such period, but in no
event shall Sublessee have a period of less than five days in which so to notify
Sublessor unless the period under the Lease is five days or less, in which case
the period under this Sublease shall be one day less than the period provided to
Sublessor under the Lease, and (iii) in any instance where a specific grace
period is granted to Sublessor, as tenant under the lease, before Sublessor is
considered in default under the Lease, Sublessee, as tenant under this Sublease,
shall be deemed to have a grace period which is ten days less than Sublessor
before Sublessee is considered in default under this Sublease, but in no event
shall any grace period be


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<PAGE>

reduced to less than five days unless the period under the Lease is five days or
less, in which case the period under this Sublease shall be one day less than
the period provided to Sublessor under the Lease.

      11. Assignments and Subleases. Notwithstanding any provision of the Lease
to the contrary, Sublessee shall not assign this Sublease or sublet any portion
of the Subleased Premises without the prior written consent of Sublessor and
Lessor, which (a) Sublessor may grant, withhold or condition in its reasonable
discretion and (b) Lessor shall grant, withhold or condition in accordance with
the Lease, provided further, however, that Sublessee shall not be permitted to
assign or sublease to a competitor of Sublessor . If Sublessor and Lessor
consent to any such assignment or Sublease, such assignment or Sublease shall
comply with the requirements of Article 6 of the Lease. Any attempt by Sublessee
to assign or sublet the Subleased Premises without the prior written consent of
both Sublessor and Lessor shall be void.

      12. Insurance. During the Sublease Term, Sublessee shall maintain
insurance of such types, in such policies, with such endorsements and coverages,
and in such amounts as are set forth in Section 10.2 and 10.3 of the Lease, and
such additional insurance as may be required by Sublessor, in Sublessor's
reasonable discretion. All insurance policies shall name lessor and Sublessor as
additional insureds and loss payees and shall contain an endorsement that such
policies may not be modified or cancelled without 30 days prior written notice
to Lessor and Sublessor. Sublessee shall promptly pay all insurance premiums and
shall provide Sublessor with policies or certificate evidencing such insurance
prior to entering the Subleased Premises.

      13. Alterations. Notwithstanding any provisions of the Lease to the
contrary, Sublessee shall not make any alterations, improvements or installments
in the Subleased Premises without in each instance obtaining the prior written
consent of both Lessor and Sublessor, which they may grant, withhold or
condition in their respective sole discretion. If Sublessor and Lessor consent
to any such alterations, improvements or installations, Sublessee shall perform
and complete such alterations, improvements and installations at its expenses,
in compliance with applicable laws and in compliance with Section 5.2 and other
applicable provisions of the Lease. If Sublessee performs any alterations,
improvements or installations without obtaining the prior written consent of
both Lessor and Sublessor, Sublessor may remove such alterations, improvements
or installations, restore the Subleased Premises and repair any damage arising
from such a removal or restoration, and Sublessee shall be liable to Sublessor
for all costs and expenses incurred by Sublessor in the performance of such
removal, repairs or restoration.

      14. Indemnification/Default by Sublessee. Sublessee shall indemnify,
defend and hold harmless Sublessor from all claims, liabilities, losses, damages
and expenses arising out of (a) a default by Sublessee in the full and timely
payment and performance of its obligations, as tenant, under this Sublease, (b)
any accident or injury to property or person in the Subleased Premises, (c) the
negligence and willful misconduct of Sublessee, its agents, employees, invitees
or contractors, and 9d) any holdover by Sublessee beyond the expiration or
earlier termination of the Sublease Term. In thee vent of a default by Sublessee
in the full and timely payment and


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<PAGE>

performance of its obligations under the Sublease, Sublessor shall have all of
the rights and remedies in the lease with respect to defaults by the tenant
under the Lease, including without limitation the right and remedies set forth
in Section 13.1 of the Lease. This provision shall survive the expiration or
earlier termination of the Sublease Term.

      15. Brokers. Sublessor and Sublessee each represent and warrant to the
other that it has not dealt with any broker other than Trammel Crow Company (the
"Broker") in connection with the consummation of this Sublease. Sublessor and
Sublessee each shall indemnify and hold harmless the other against any loss,
damage, claims or liabilities arising out of the failure of its representation
or the breach of its warranty set forth in the previous sentence. Sublessor
shall be solely responsible for the payment of any brokerage commission due to
the Broker.

      16. Notices. All notices and demands under this Sublease shall be in
writing and shall be effective (except for notices to Lessor which shall be
given in accordance with Section 14.12 of the Lease) upon the earlier of (i)
receipt at the address set forth below by the party being served, or (ii) two
days after being sent to address set forth below by United States certified
mail, return receipt requested, postage prepaid, or (iii) one day after being
sent to address set forth below by a nationally recognized overnight delivery
service that provides tracking and proof of receipt.

            If to Lessor:           As required under the Lease.

            If to Sublessor:        At the address set forth in the opening
                                    paragraph of this Sublease,
                                    Attention: Ms. Susan Moorer

            With a copy to:         Testa, Hurwitz, Thibeault
                                    Oliver Street Tower, 125 High Street
                                    Boston, Massachusetts 02110
                                    Attention: Real Estate Department

            If to Sublessee:        Prior to the Commencement Date:

                                    At the address set forth in the opening
                                    paragraph of this Sublease,
                                    Attention: Mr. Kenneth Riscica

                                    After the Commencement Date:

                                    6 Kimball Lane
                                    Lynnfield, MA 01940
                                    Attention: Mr. John Geisel

            With a copy to:         Irwin Rosenthal, Esq.
                                    Harris Beach LLP
                                    Two World Trade Center


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<PAGE>

                                    85th Floor
                                    New York, New York 10048

Either party may change its address for notices and demands under this Lease by
notice to the other party.

      17. Entire Agreement. This Sublease contains all of the agreements,
conditions, warranties and representations relating to the sublease of the
Subleased Premises and may be amended or modified only by written instruments
executed by both Sublessor and Sublessee.

      18. Authority. Sublessor and Sublessee each represent and warrant to the
other than the individual(s) executing and delivering this Sublease on its
behalf is/are duly authorized to do so and that this Sublease is binding on
Sublessee and Sublessor in accordance with its terms. Simultaneously with the
execution of this Sublease, Sublessee shall deliver evidence of such authority
to Sublessor in a form reasonably satisfactory to Sublessor.

      19. Not an Offer. The submission of an unsigned copy of this Sublease to
Sublessee for Sublessee's consideration does not constitute an offer to sublease
the Subleased Premises. Subject to Paragraph 19 below, this Sublease shall
become effective and binding only upon the execution and delivery of this
Sublease by Sublessor and Sublessee.

      20. Condition Precedent. This Sublease, and the rights and obligations of
Sublessor and Sublessee under this Sublease, are subject to the condition that
Lessor consent to this Sublease in writing, and this Sublease shall be effective
only upon the receipt by Sublessor and Sublessee of such consent, provided,
however, if such consent is not received by August 15, 2001, then either party
shall have the right to terminate this Sublease upon advance written notice to
the other.

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      IN WITNESS WHEREOF, Sublessor and Sublessee execute this Sublease as of
the date first written above.

MAGNA LAB, INC.                         WEBCT, INC.


By:__________________________________   By:_____________________________________
Name:                                   Name:
Title:                                  Title:


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                                    Exhibit A

                                     "Lease"


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                                    Exhibit B

                     "Subleased Premises and Demising Walls"


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