<PAGE>
                                                                   Exhibit 10.32

     THIS AGREEMENT made this 1st day of April 2000 between SMG Holding Corp.,
738 Smithtown ByPass, Smithtown, NY 11787 as Landlord, and E-Commerce Exchange
Inc., 550 Smithtown ByPass, Smithtown, NY 11787 as Tenant

     WITNESSETH: The Landlord hereby leases to Tenant and Tenant hereby hires
from Landlord Five Thousand Two Hundred Fifty Three (5,253) square feet
approximately, in the building known as 732 Smithtown ByPass, Smithtown, NY
11787

SEE RIDER      SEE RIDER

        RENT   1st. Tenant shall pay the annual rent of
               SEE RIDER

               said rent to be paid in equal monthly payments in advance on the
               day of each and every month during the [ILLEGIBLE] aforesaid, as
               follows:

               SEE RIDER

   OCCUPANCY   2nd. Tenant shall use and occupy described premises for no
               purpose other than

               General office.

     REPAIRS   3rd. Tenant shall take good care of the premises and fixtures,
 ALTERATIONS   make good any injury or breakage done by Tenant or Tenant's
               agent, employees or visitors, and shall quit and surrender said
               premises, at the end of said term, in as good condition as the
               reasonable use thereof will permit: shall not make any additions,
               alterations or improvements in said premises, or permit any
               additional lock or fastener on any door, without the written
               consent of Landlord; and all alterations, partitions, additions,
               or improvements, which may be made by either of the parties
               hereto upon the premises, shall be the property of Landlord, and
               shall remain upon and surrendered with the premises, as a part
               thereof, at the termination of this lease, without disturbance,
               molestation or injury.

REQUIREMENTS   4th. Tenant shall promptly execute and comply with all statutes,
      OF LAW   ordinances, rules, orders, regulations and requirements of the
               Federal, State and City Government and of any and all their
               Departments and Bureau applicable to said premises, for the
               correction, prevention, and abatement of nuisances or other
               grievances, in, upon, or connected with said premises during said
               term; and shall also promptly comply with and execute all rules,
               orders and regulations of the New York Board of Fire Underwriters
               for the prevention of fires at Tenant's own cost and expense.

  ASSIGNMENT   5th. Tenant, successors, heirs, executors or administrators
               shall not assign this agreement, or underlet or underlease the
               premises, or any part thereof, without Landlord's prior consent
               in writing, which consent shall not be unreasonably withheld; or
               occupy, or permit or suffer the same be occupied for any business
               or purpose deemed disreputable or extra-hazardous on account of
               fire, under the penalty of damages and forfeit and in the event
               of a breach thereof, the term herein shall immediately cease and
               determine at the option of Landlord as if it were the expiration
               of the original term.

 DESTRUCTION   6th. In case of damage, by fire or other action of the elements,
               to the building in which the leased premises are located, whether
               the fault of Tenant or of Tenant's agent or employees, if the
               damage is so extensive as to amount practically to the total
               destruction of the leased premises or of the building, or if
               Landlord shall within a reasonable time decide not to rebuild,
               this lease shall cease and come to an end, and the rent shall be
               apportioned to the time of the damage. In all other cases where
               the leased premises are damaged by fire without the fault of
               Tenant or of Tenant's agents or employees, Landlord shall repair
               the damage with reasonable dispatch, after notice of damage, and
               if the damage has rendered the premises untenantable, in whole or
               in part, there shall be no apportionment of the rent until the
               damage has been repaired. In determining what constitutes
               reasonable dispatch consideration shall be given to delays caused
               by strikes, adjustment of insurance and other causes beyond
               Landlord's control.

   ACCESS TO   7th. Tenant agrees that Landlord and Landlord's agents and other
    PREMISES   representatives shall have the right to enter into and upon any
               premises, or any part thereof, at all reasonable hours for the
               purpose of examining the same, or for making such repairs,
               alterations, additions or improvements therein as may be
               necessary or deemed advisable by Landlord. Tenant also agrees to
               permit Landlord and Landlord's agents to show the premises to
               persons wishing to hire or purchase the same; and Tenant further
               agrees that during the 6 months next preceding the expiration of
               the term hereby granted, Landlord or Landlord's agents shall have
               the right to place notices on the front of said premises, or any
               part thereof, offering the premises "To Let" or "For Sale", and
               Tenant hereby agrees to permit the same to remain thereon,
               without hindrance or molestation.

   LEASE NOT   8th. If, before the commencement of the term, Tenant takes the
   IN EFFECT   benefit of an insolvent act, or if a Receiver or Trustee
               appointed for Tenant's property, or if the estate of Tenant
               hereunder be transferred or pass to or devolve upon any other
               person, corporation, or if Tenant shall default in the
               performance of any agreement by Tenant contained in any other
               lease to Tenant by Landlord or by any corporation of which an
               officer of Landlord is a Director, this lease shall thereby, at
               the option of Landlord be terminated and in that case, neither
               Tenant nor anybody claiming under Tenant shall be entitled to go
               into possession of the demised premises. If after the
               commencement of the term, any of the events mentioned above in
    DEFAULTS   this subdivision shall occur, or if Tenant small make default in
               fulfilling any of the covenants of this lease or the rules and
               regulations, other than the covenants for the payment of rent or
     10 DAYS   "additional rent" or if the demised premises become vacant or
      NOTICE   deserted, Landlord may give to Tenant ten days notice of
               intention to end the term of this lease, and thereupon at the
               expiration of said ten days (if said condition which was the
               basis of said notice shall continue to exist) the term under this
               lease shall expire as fully and completely as if that day were
               the date herein definitely fixed for the expiration of the term
               and Tenant will then quit and surrender the demised premises to
               Landlord but Tenant shall remain liable as hereinafter provided.

    REMEDIES      If Tenant shall make default in the payment of the rent
               reserved hereunder, or any item of "additional rent" herein
               mentioned or any part of either or in making any other payment
               herein provided for, or if the notice last above provided for
               shall have been given and if the condition which was the basis of
               said notice shall exist at the expiration of said ten days
               period, Landlord may immediately, or at any time thereafter,
               re-enter the demised premises and remove all persons and all or
               any property therefor either by summary dispossess proceedings,
               or by any suitable action or proceeding at law, or by force or
               otherwise, without being liable to indictment, prosecution or
               damages therefore, and re-possess and enjoy said premises
               together with all additions, alterations and improvements. In any
               such case or in the event that this lease by "terminated" before
               the commencement of the term, as above provided, Landlord
               may either re-let the demised premises or any part or parts
               thereof for landlord's own account, or may, at Landlord's option,
               re-et the demised premises or any part or parts thereof as the
               agent of Tenant, and receive the rents there

<PAGE>
Re-Letting     applying the same first to the payment of such expenses as
               Landlord may have incurred, and then to the fulfillment of the
               covenants of Tenant herein, and the balance, if any, at the
               expiration of the term first above provided for, shall be paid to
               Tenant. Landlord may rent the premises for a term extending
               beyond the term hereby granted without releasing Tenant from any
               liability. In the event that the term of this lease shall expire
               as above in this subdivision 8th provided, or terminate by
               summary proceedings or otherwise and if Landlord shall not re-let
               the demised premises for Landlord's own account, then, whether or
               not the premises be re-let Tenant shall remain liable for, and
               Tenant hereby agrees to pay to Landlord, until the time when this
               lease would have expired or for such termination or expiration,
               the equivalent of the amount of all of the rent and "additional
               rent" reserved herein, less any avails of reletting, if any, and
               the same shall be due and payable by Tenant to Landlord on the
               several rent days above specified that is, upon each of such rent
               days Tenant shall pay to Landlord the amount of deficiency then
               existing. Tenant hereby expressly waives any and all right of
               redemption in case Tenant shall be dispossessed by judgment or
               warrant of any court or judge, and Tenant waives and will waive
               all right to trial by jury in any summary proceedings hereafter
               instituted by Landlord against Tenant in response to the demised
               premises or any action to recover rent or damages hereunder. In
               the event of a breach or threatened breach by Tenant of any of
Cumulative     the covenants or provisions hereof, Landlord shall have the right
Remedies       of injunction and the right to invoke any remedy allowable at law
               or in equity, as if re-entry, summary proceedings and other
               remedies were not herein provided for. The words "re-enter" and
               "re-entry" as used in this lease are not restricted to their
               technical legal meaning.

Services       9th. As long as Tenant is not in default under any of the
               covenants of this lease, Landlord shall, excepting on Sundays and
               Holidays provide the following services, if and insofar as the
               existing facilities permit: (a) furnish heat to the premises on
               business days from 8 A.M. to 6 P.M. when and as required by law;
               (b) OPERATE elevators, or permit self-operated elevators to be
               used, on business days from 8 A.M. to 6 P.M. except Saturdays
               when the hours shall be from 8 A.M. to 1 P.M.

Signs          10th. No sign, advertisement, notice or other lettering shall be
               exhibited, inscribed, painted or affixed by Tenant on any part of
               the premises or building without the prior written
               approval and consent of Landlord. Should Landlord deem it
               necessary to remove the same in order to paint, altar,
               or remodel any part of the building, Landlord may remove and
               replace same at Landlord's expense.

Cleaning       11th. Tenant shall, at Tenant's expense, keep the demised
               premises clean and in order to the satisfaction of Landlord.
               Tenant shall pay to Landlord the cost of removal of Tenant's
               refuse and waste, upon presentation of bills therefor and the
               amount of such bills shall be paid as additional rent.

Liability      12th. Landlord is exempt from any and all liability for any
               damage or injury to person or property caused by or resulting
               from static electricity, gas, water, rain, ice or snow, or any
               leak or flow from or into any part of said building or from any
               damage or injury resulting or arising from any other cause or
               happening whatsoever unless said damage or injury be caused by or
               be due to negligence of Landlord.

Subordination  13th. That this instrument shall not be a lien against said
               premises in respect to any mortgages that are now on or that
               hereafter may be placed against said premises, and that the
               recording of such mortgage or mortgages shall have preference and
               precedence and be superior and prior in lien of this lease,
               irrespective of the date of recording and Tenant agrees to
               execute any such instrument without cost, which may be deemed
               necessary or desirable to further effect the subordination of
               this lease to any such mortgage or mortgages, and a refusal to
               execute such instrument shall entitle Landlord, or Landlord's
               assigns and legal representatives to the option of cancelling
               this lease without incurring any expense or damage and the term
               hereby granted is expressly limited accordingly.

Security       14th. Tenant has this day deposited with Landlord the sum of
               $13,132.50 as security for the full and faithful performance by
               Tenant of all the terms, covenants and conditions of this lease
               upon Tenant's part to be performed, which said sum shall be
               returned to Tenant after the time fixed as the expiration of the
               term herein, provided Tenant has fully and faithfully carried out
               all of said terms, covenants and conditions on Tenant's part to
               be performed. In the event of a bona fide sale, subject to this
               lease Landlord shall have the right to transfer the security to
               the vendee for the benefit of Tenant and Landlord shall be
               considered released by Tenant from all liability for the return
               of such security; and Tenant agrees to look to the new Landlord
               solely for the return of the said security, and it is agreed that
               this shall apply to every transfer or assignment made of the
               security to a new Landlord. That the security deposited under
               this lease shall not be mortgaged, assigned or encumbered by
               Tenant without the written consent of Landlord.

Sprinklers     15th. If there now is or shall be installed in the building a
               "sprinkler system", and such system or any of its appliances
               shall be damaged or injured or not in proper working order by
               reason of any act or omission of Tenant, Tenant's agents,
               servants, employees, licensees or visitors, Tenant shall
               forthwith restore the same to good working condition at its own
               expense; and if the New York Board of Fire Underwriters or the
               New York Fire Insurance Exchange or any bureau, department or
               official of the state or Federal government, require or recommend
               that any changes, modifications, alterations or additional
               sprinkler heads or other equipment be made or supplied by reason
               of Tenant's business, or the location of partitions, trade
               fixtures, or other contents of the demised premises. Tenant
               shall, at Tenant's expense, promptly make and supply such
               changes, modifications, alterations, additional sprinkler heads
               or other equipment. Tenant shall pay to Landlord as additional
               rent the sum of $       on the rent day of each month during the
               term of this lease, as Tenant's portion of the continuing price
               for sprinkler supervisory service.

Water          16th. Tenant shall pay to Landlord the rent or charge, which may,
               during the demised term, be assessed or imposed for the water
Sewer          used or consumed in or on the said premises, whether determined
               by meter or otherwise, as soon as and when the same may be
               assessed or imposed, and will also pay the expenses for the
               setting of a water meter in the said premises should the latter
               be required. Tenant shall pay Tenant's proportionate part of the
               sewer rent or charge imposed upon the building. All such rents or
               charges and expenses shall be paid as additional rent and shall
               be added to the next month's rent thereafter to become due.

Fire Insurance 17th. Tenant will not, nor will Tenant permit undertenants or
               other persons to do anything in said premises, or bring anything
               onto said premises, or permit anything to be brought into said
               premises or to be kept therein, which will in any way increase
               the amount of fire insurance on said demised premises, nor use
               the demised premises or any part thereof, nor suffer or permit
               their use for a business or purpose which would cause an increase
               in the rate of fire insurance on said building, and Tenant agrees
               to pay on demand any such increase as additional rent.

No Waiver      18th. The failure of Landlord to insist upon a strict performance
               of any of the terms, conditions and covenants herein, shall not
               be deemed a waiver of any rights or remedies that Landlord may
               have, and shall not be deemed a waiver of any subsequent breach
               or default in the terms, conditions and covenants herein
               contained. This instrument may not be changed, modified or
               discharged orally.

Condemnation   19th. That should the land whereon said building stands or any
               part thereof be condemned for public use, then in that event,
               upon the taking of the same for such public use, this lease, at
               the option of Landlord, shall become null and void, and the term
               cease and come to an end upon the date when the same shall be
               taken and the rent shall be apportioned as of said date. No part
               of any award however, shall belong to Tenant.

Fixtures       20th. If after default in payment of rent or violation of any
               other provision of this lease, or upon the expiration of this
               lease, Tenant moves out or is dispossessed and fails to remove
               any trade fixtures or other property prior to such said default,
               removal, expiration of lease, or prior to the issuance of the
               final order or execution of the warrant, then and in that event,
               the said fixtures and property shall be deemed abandoned by
               Tenant and shall become the property of Landlord.

Inability      21st. This lease and the obligation of Tenant to pay rent
To Perform     hereunder and perform all of the other covenants and agreements
               hereunder on part of Tenant to be performed shall in nowise be
               affected, impaired or excused because Landlord is unable to
               supply or is delayed in supplying any service expressly or
               impliedly to be supplied or is unable to make, or is delayed in
               making any repairs, additions, alterations or decorations or is
               unable to supply or is delayed in supplying any equipment or
               fixtures if Landlord is prevented or delayed from so doing by
               reason of governmental preemption in connection with any National
               Emergency declared by the President of the United States or in
               connection with any rule, order or regulation of any department
               or subdivision thereof of any governmental agency or by reason of
               the condition of supply and demand which have been or are
               affected by war or other emergency.

No Diminution  22nd. No diminution or abatement of rent, or other compensation,
of Rent        shall be claimed or allowed for inconvenience or discomfort
               arising from the making of repairs or improvements to the
               building or to its appliances, nor for any space taken to comply
               with any government ordinance or order of a governmental
               authority. In respect to the various "services," if any, herein
               expressly or impliedly agreed shall be furnished by Landlord to
               Tenant, it is agreed that there shall be no diminution or
               abatement of the rent, or any other compensation, for
               interruption or curtailment of such "service" when such
               interruption or curtailment shall be due to accident, alterations
               or repairs desirable or necessary to be made or to inability or
               difficulty in securing supplies or labor for the maintenance of
               such "service" or to some other cause, not gross negligence on
               the part of Landlord. No such interruption or curtailment of any
               such "service" shall be deemed a constructive eviction. Landlord
               shall not be required to furnish, and Tenant shall not be
               entitled to receive, any of such "services" during any period
               wherein Tenant shall be in default in respect to the payment of
               rent. Neither shall there be any abatement or diminution of rent
               because of making of repairs, improvements or decorations to the
               demised premises after the date above fixed for the commencement
               of the term, it being understood that rent shall, in any event,
               commence to run at such date so above fixed.
<PAGE>
RULES AND      23rd. Tenant and Tenant's employees, agents and visitors shall
REGULATIONS    comply with the Rules and Regulations set forth on the text of
               this lease, and such other and further reasonable Rules and
               Regulations as Landlord or Landlord's agents may from time to
               time adopt. Landlord shall not be liable to Tenant for violation
               of any of said Rules or Regulations or the breach of any covenant
               or condition in any lease, by any other tenant in the building.

WINDOW         24th. Tenant will not clean, nor require, permit or allow any
CLEANING       window in the demised premises to be cleaned, from the outside in
               violation of Section 202 of the Labor Law or of the rules of the
               Board of Standards and Appeals, or of any other board or agency
               having or asserting jurisdiction.

POSSESSION     25th. Landlord shall not be liable for failure to give
               possession of the premises upon commencement date by reason of
               the fact premises are not ready for occupancy, or due to a prior
               Tenant wrongfully holding over or any other persons wrongfully in
               possession or for any other reason: in such event the
               rent shall not commence until possession is given or is
               available, but the term hereunder shall not be extended.






HEADINGS            The marginal headings are inserted only as a matter of
               convenience and in no way define the scope of this lease or
               the intention of any provision thereof.

QUIET               Landlord covenants that the said Tenant on paying the said
ENJOYMENT      rent, and performing all covenants aforesaid shall and may
               peacefully and quietly have, hold and enjoy the said demised
               premises for the term aforesaid, provided, however, that this
               covenant shall be conditioned upon the retention of title to the
               premises by Landlord.

                    And it is mutually understood and agreed that the covenants
               and agreements contained in the within lease shall be binding
               upon the parties hereto and upon their respective successors,
               heirs, executors and administrators.

                    In Witness Whereof, Landlord and Tenant have respectively
               signed and sealed this lease as of the day and year first above
               written.

                    Signed, sealed and delivered

               in the presence of

                                                   /s/  [ILLEGIBLE]
                                                ____________________________L.S.
                                                Landlord

                                                ____________________________L.S.

                                                   /s/  [ILLEGIBLE]
                                                ____________________________L.S.
                                                Tenant

<PAGE>
                             RULES AND REGULATIONS


     1. The sidewalks, entrances, passages, courts, elevators, stairways, or
halls shall not be obstructed by any Tenant or used for any purpose other than
ingress and egress to and from the demised premises, and if said premises are
situated on the ground floor.

     2. Movement of goods in or out of the premises and building shall only be
effected through entrances and elevators designated for that purpose. No hand
trucks, carts, etc. shall be used in the building unless equipped with rubber
tires and side guards.

     3. No awnings or other projections shall be attached to the outside walls
the prior written consent of the Landlord.

     4. The skylights, windows, and doors that reflect or admit light and air
into the halls, or other public places in the building shall not be covered or
obstructed by any Tenant, nor shall any thing be placed on the windowsill

     5. The water and wash closets and other plumbing fixtures shall not be used
for any purposed other than those for which they were constructed, and not
rubbish, rags, or other substances shall be thrown therein. All damages
resulting from any misuse of the fixtures shall be borne by the Tenant who, or
whose employees. agents, visitors or licensees, shall have caused the same.

     6. No tenant shall mark, paint, drill into, or in any way deface any part
of the demised premises or the building of which they form a part. No boring,
cutting or stringing of wires shall be permitted, except with the prior written
consent of the Landlord and as the Landlord may direct. No Tenant shall lay
linoleum, or other similar floor covering, so that the same shall come in direct
contact with the floor of the demised premises, and, if linoleum or other
covering is used an interlining or builder's deadening shall be first affixed to
the floor, by a paste or other material, soluble in water, the use of cement or
other adhesive being expressly prohibited.

     7. No Tenant shall make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with occupants of this or neighboring premises or
those having business with them whether by the use of any instrument, radio,
talking machine and unusual noise, whistling, singing, or otherwise.

     8. No Tenant, nor any of Tenant's employees agents visitors or licensees,
shall at any time bring or keep upon the demised premises any inflammable,
combustible or explosive fluid, chemical or substance, or allow any unusual or
objectionable odors to be produced upon the demised premises, or permit animals
or birds to be brought or kept on the premises.

     9. No machine may be operated on the premises without the written consent
of the Landlord; machinery shall be placed on approved settings to absorb or
prevent any noise or annoyance.

     10. No Tenant shall place a load upon any floor of the building exceeding
the floor load per square foot area which such floor was designed to carry, and
all floor loads shall be evenly distributed. All removals, or the carrying in or
out of any in or out of any safes, freight, furniture or bulky matter of any
description must take place during the hours which he Landlord or Landlord's
agent may determine from time to time. The Landlord reserves the right to
prescribe the weight and position of all safes, which must be placed so as to
distribute the weight. The Landlord reserves the right to inspect all freight to
be brought into the building and to exclude from the building all freight which
violates any of these Rules and Regulations or this lease. Safes and machinery
may not be put on elevators.

     11. Canvassing, soliciting and peddling in the building is prohibited and
each Tenant shall cooperate to prevent the same.

     12. No water cooler, air conditioning unit or system or other apparatus
shall be installed or used by any Tenant without the written consent of
Landlord.



<Table>

<S>                                                         <C>

State of New York, County of           ss.:     State of New York, County of          ss.:

    On this     day of          , 19   ,             On this     day of        19 , before me
before me personally came                        personally came
                                                 to me known, who being by me duly sworn, did
                                                 depose and say that he resides in
                                                 that he is the             of
to me known and known to me to be the
individual described in and who executed the     the corporation described in and which executed
foregoing instrument and acknowledged            the foregoing instrument; that he knows the
to me that he executed the same.                 seal of said corporation; that the seal affixed
                                                 to said instrument is such corporate seal; that
                                                 it was so affixed by order of the Board of
                                                 Directors of same corporation, and that he signed
                                                 his name thereto by like xxxxxxx.



</Table>





     In Consideration of the letting of the premises within mentioned to the
within named Tenant and the sum of $1.00 paid to the undersigned by the within
named Landlord, the undersigned hereby covenants and agrees, to and with the
Landlord and the Landlord's successors and assigns, that if default shall at
any time be made by the said Tenant in the payment of the rent and the
performance of the covenants contained in the within lease, on the Tenant's
part to be paid and performed, that the undersigned will well and truly pay the
said rent, or any arrears thereof, that may remain due unto the said Landlord,
and also pay all damages that may arise in consequence of the non-performance
of said covenant or either of them, without requiring notice of any such
default from the said Landlord. The undersigned hereby waived all right to
trial by jury in any action or proceeding hereinafter instituted by the
Landlord, to which the undesigned may be a party.

     In Witness Whereof, the undersigned has set hand and seal this        day
of              , 19  .


WITNESS                           __________________________________________





                               SMG HOLDING CORP.

                                           TO

                            E_COMMERCE EXCHANGE LLC.

                            ========================
                                     LEASE
                            ========================


                            Dated

                            Premises SEE RIDER

                            Rent per Year

                            Rent per Month

                            Term

                            From

                            To
<PAGE>
                 RIDER TO LEASE DATED THE 1st DAY APRIL OF 2000
                     BETWEEN SMG HOLDING CORP., AS LANDLORD
                    AND E-COMMERCE EXCHANGE, INC. AS TENANT

26.  The typewritten portions of this Lease shall prevail in all instances
     where they conflict with the printed form.

27.  Landlord agrees to rent space in the premises at 732 Smithtown ByPass,
     Smithtown, New York 11787.

28.  The Tenant shall procure liability insurance from an approved insurance
     carrier licensed to do business within the State of New York as will fully
     protect and indemnify the Landlord against any and all damages and claims,
     suits, or actions for damage as a result of injury, or an alleged injury,
     to any person whomsoever, or any client to insure and protect the Landlord
     in the sum of Five Hundred Thousand ($500,000.00) Dollars in respect to
     injury or death of any one (1) person; the sum of One Million
     ($1,000,000.00) Dollars in respect to any one accident; and the sum of One
     Hundred Thousand ($100,000.00) in respect to property damage. The Tenant
     shall pay all premiums for such insurance policies and shall deposit
     certificates of insurance policies with the Landlord. Tenant shall deliver
     to the Landlord the renewal certificates thereof. The failure of the Tenant
     to procure such policies or pay such premiums, and the amount paid by the
     Landlord shall be added to the next month's rent to become due. Such
     insurance shall name the Landlord as an additional insured and shall
     contain an endorsement that such insurance may not be canceled or its
     limits of coverage reduced except upon fifteen (15) days prior notice from
     the insurance to the Landlord, sent by certified or registered mail.

29.  The parties hereto stipulate and agree that the Tenant shall have the
     right, in conjunction with other tenants and at all times including
     holidays, of using the common areas consisting of the parking field,
     roadways, pathways, sidewalks, entrances, public elevators, and other
     public portions of the building designated by the Landlord for the common
     use provided for the building of which the demised premises are a part.
     Includes 24 access to building.

30.  The common area shall be subject to the exclusive control and management
     of the Landlord, and the Landlord shall have the right to establish,
     modify, change, and enforce reasonable rules and regulations with respect
     to the common areas, and the Tenant agrees to abide by and conform with
     such rules and regulations.

31.  Tenant shall be obliged to maintain the premises at the Tenant's own cost
     and expense, except as otherwise stated in this Lease, keeping the same
     clean at all times, free of rubbish, and in compliance with all
     governmental regulating authorities. The Tenant stipulates and agrees that
     it will place or store any items, including but not limited to, skids,
     about the exterior of the building which the demised premises are a part of
     at any time. Tenant agrees that it shall deposit ashes, garbage, and other
     refuse in proper covered receptacles. Said receptacles shall be placed in
     the specific location designated by the Landlord.

32.  It is the Landlord's intention that all windows of the building shall have
     a uniform appearance from the outside. Consequently, Tenant stipulates and
     agrees that it shall

<PAGE>
    only install vertical Venetian blinds in the demised premises which are to
    be maintained at the sole cost and expense of the Tenant. If there are
    vertical Venetian blinds already in the demised premises then Tenant shall
    maintain said Venetian blinds at Tenants sole cost and expense. Tenant shall
    not change or replace said Venetian blinds without prior written consent of
    the Landlord.

33. Landlord shall have the right without any written notice of any kind to
    store or otherwise dispose of any property left on or about the exterior of
    the premises during the demised term, and the Landlord shall also have the
    right without notice of any kind to store or otherwise dispose of any
    property remaining on or about the interior and/or exterior of the premises
    after termination of this Lease, including any renewal or extension thereof.
    Any such property left on or about the premises after the Tenant has vacated
    the premises or the Lease or any renewal or extension thereof has expired,
    shall be considered Landlord's property, at the option of the Landlord, and
    in disposing of said property, Landlord shall have the right to sell the
    same at public or private sale, and the Tenant releases all claim to said
    property and any and all claim against Landlord arising out of the storage
    or disposition of said property.

34. The Tenant shall do all things reasonably necessary to prevent the filing of
    any mechanics' or other liens against the demised premises by reason of any
    work, labor, services, or materials performed or supplied or claimed to have
    been performed or supplied to Tenant or anyone holding the demised premises,
    or any part thereof, through or under the Tenant. If any such lien shall at
    any time be filed, the Tenant shall either commence to cause the lien to be
    vacated or canceled of record within fifteen (15) days after the date of
    filing thereof or, if the Tenant in good faith determines that such lien
    should be contested, Tenant shall furnish such security, by surety bond or
    otherwise, as may be necessary or be prescribed by law to release the same
    as a lien against real property and to prevent any foreclosure of such lien
    during the pendency of such contest. Tenant stipulates and agrees that it
    shall diligently and conscientiously pursue any action to vacate or release
    such lien in the manner and in the time period aforesaid then, in addition
    to any other right or remedy of Landlord resulting from Tenant's said
    default, the Landlord may, but shall not be obliged to, vacate or release
    the same by either paying the amount claimed to be due or by procuring the
    release of such lien by giving security or in such manner as may be
    prescribed by law. The Tenant shall repay the Landlord, as additional rent
    hereunder on demand, all sums disbursed or deposited by the Landlord
    pursuant to the foregoing provisions of this paragraph, including the
    Landlord's costs and expenses and reasonable attorney's fees incurred in
    connection therewith. However, nothing  contained herein shall imply any
    consent or agreement on the part of the Landlord to subject its estates or
    interest to liability under any mechanic's or other lien law, whether or not
    the performance or the furnishing of such work, labor, services, or
    materials to the Tenant or anyone holding the demised premises, or any part
    thereof, through or under the Tenant shall have been consented by the
    Landlord.

35. It is hereby agreed that the Landlord shall have the same rights in the
    event of a breach of any of the provisions of this Rider are given to it for
    breach of provisions of the form Lease.
<PAGE>
36. If the rent is not received on or before the fifth day of any month,
    Landlord reserves the right to impose a late charge of five (5%) percent of
    the rent due. For each additional month in which the aforesaid rent is not
    submitted on or before the fifth day, an additional five (5%) percent of the
    rent due shall be assessed.

37. In the event this Lease commences on a day other than the first of the
    month, the Landlord reserves the right to apportion any given month's rent
    so as to place the Tenant on a first-of-the-month basis. The Tenant
    understands that the Landlord may accept rent only from the named Tenant,
    and the Landlord need not accept rent paid by third party checks. Acceptance
    of rent from other than the Tenant shall in no event be deemed a waiver of
    the Tenant's obligations under this Lease. No payment by the Tenant or
    receipt by the Landlord of any amount less than the monthly rent due,
    including additional rent, shall be deemed top be other than on account of
    the stipulates rent, nor any letter accompanying such payment of rent after
    the terms of this Lease or be deemed an accord and satisfaction, and the
    Landlord may accept such payment without prejudice to any of its rights.

39. The Tenant warrants that the Tenant will conduct its business on the Lease
    premises without any odors, smoke, or noise issuing from the same, that it
    will conduct is business in such a way that the Tenant's operation will not
    be offensive to other occupants of the building, and the Tenant will conduct
    its business in such a manner that the Tenant will not be a nuisance of any
    type.

40. Within ten (10) days after the request thereof by the Landlord and without
    any charge to the Landlord, the Tenant agrees to deliver in recordable form
    a certificate to any existing or proposed mortgagee or financial institution
    or to any purchaser certifying that this lease is in full force and effect,
    that the Tenant is in possession thereunder, that at the time of execution
    thereof the Lease is unmodified or, if there have been modifications, the
    same is in full force and effect as modified and identifying the
    modifications, and that there are no defenses or offsets thereto, provided
    the information contained herein is true and correct at the time such
    certification is requested. Tenant also agrees to certify any other
    statements upon request therefor by the Landlord and without any charge to
    Landlord, provided the information contained therein is true at the time
    such statements are requested.

41. It is hereby expressly understood and agreed by and between the parties
    hereto that the Tenant shall not be entitled to any abatement of rent or
    rental value or diminution of rent in any action between the parties hereto
    or in any summary proceedings for the nonpayment of rent or in any other
    actions or proceedings by reason of any breach by the Landlord of any
    covenant contained in this Lease on its part to by performed and that in any
    action by the Landlord for rent or additional rent and in any summary
    proceedings for nonpayment of rent or in any other actions or proceedings
    the Tenant shall not have the right of setoff, recoupment, or counterclaim
    for any damages which the Tenant may have sustained by reason of the
    Landlord's failure to perform any of



<PAGE>
    the terms, covenants, and conditions contained in this Lease on its part to
    be performed or for any other cause. The Tenant shall be relegated to an
    independent action for damages and such independent action shall not at any
    time be brought or consolidated with any action or proceeding instituted by
    the Landlord.

42. In the event of a breach or threatened breach by the Tenant of any of the
    covenants or provisions hereof, the Landlord shall have the right of
    injunction and the right to invoke any remedy allowed at law or in equity,
    as if re-entry, summary proceeding, and other remedies were not herein
    provided for.

43. The Landlord shall not be liable for damage or injury to person or property
    unless written notice of any defect alleged to have caused such damage or
    injury shall have been given to the Landlord a sufficient time before such
    occurrence to have reasonably enabled the Landlord to correct such defect,
    or unless the Landlord had knowledge or should have had knowledge of the
    defect. The Tenant shall give prompt notice of any alleged roof leaks, and
    Landlord's liability shall be limited to repair of roof leaks only, unless
    such roof leaks are caused by the negligence of the Landlord, its agents or
    servants. Nothing herein contained shall impose any additional obligation on
    the Landlord to make repairs.

44. The Tenant shall hold the Landlord harmless, to the extent not provided for
    by insurance, against any and all claims, suits, damages, or causes of
    action for damages resulting from any negligence of the Tenant, its
    employees, servants, and/or invitees, or resulting from any breach of the
    terms, conditions, and provisions of this Lease by Tenant, its employees,
    servants, and/or invitees, and damages or alleged damages resulting from any
    injury to person or property.

45. The Tenant agrees to make all payments of rent under this Lease to the
    Landlord at 738 Smithtown ByPass, Smithtown, New York 11787, or to any other
    address, as directed by the Landlord.

46. The Landlord represents to the Tenant that said Landlord is the record owner
    of the demised premises.

47. It is stipulated and agreed by and between the parties hereto that the
    Tenant is hereby permitted to use the on-site, outdoor parking facilities on
    a strictly space available basis with no less than 50 (fifty) space
    guarantee Commercial vehicles and vehicles not originally designated and
    intended for pleasure use only (e.g. jalopies, hot rods, hearses, and the
    like) are not to be parked anywhere within the on-site parking area of which
    the demised premises are a part. Tenant shall also be responsible for
    instructing its guests to follow parking regulations set by Landlord.
    Landlord reserves the right, from time to time, to change parking
    regulations and to change designated or assigned spaces. Under no
    circumstances may motor vehicles used for commercial purposes be parked in
    any of the aforesaid parking area. Operation of motor vehicles in said
    parking areas shall be in a slow, quiet, and safe manner. Said areas shall
    not be used for the repair or washing of cars.

48. The Tenant agrees that the Landlord shall have no obligation to make any
    repairs and/or improvements except as specifically set forth in this Lease.

49. The term of this Lease shall be for a period of five years. The minimum base
    annual rental shall be the sum of Seventy Eight Thousand Seven Hundred
    Ninety Five ($78,795.00) Dollars for the first year of the demised term,
    payable in equal monthly
<PAGE>
    installments of Six Thousand Five Hundred Sixty Six and 25/100 ($6,566.25)
    Dollars. The minimum base annual rental shall be the sum of Eighty One
    Thousand One Hundred Fifty Eight ($81,158.00) Dollars for the second year of
    the demised term, payable in equal monthly installments of Six Thousand
    Seven Hundred Sixty Three and 17/100 ($6,763.17) Dollars. The minimum base
    annual rental shall  be the sum of Eighty Three Thousand Five Hundred Ninety
    Two ($83,592.00) Dollars for the third year of the demised term, payable in
    equal monthly installments of Six Thousand Nine Hundred Sixty Six
    ($6,966.00) Dollars. The minimum base annual rental shall be the sum of
    Eighty Six Thousand Ninety Nine ($86,099.00) Dollars for the fourth year of
    the demised term, payable in equal monthly installments of Seven Thousand
    One Hundred Seventy Four and 92/100 ($7,174.92) Dollars. The minimum base
    annual rental shall be Eighty Eight Thousand Six Hundred Eighty One and
    97/100 ($88,681.97) Dollars for the fifth year of the demised term, payable
    in equal monthly installments of Seven Thousand Three Hundred Ninety and
    16/100 ($7,390.16) Dollars. At the end of the initial five year term there
    is an option for an additional three year term. The minimum base annual
    rental shall be the sum of Ninety Thousand Four Hundred Fifty Five and
    60/100 ($90,455.60) Dollars for the first year of the option term, payable
    in equal monthly installments of Seven Thousand Five Hundred Thirty Seven
    and 97/100 ($7,537.97) Dollars. The minimum base annual rental shall be the
    sum of Ninety Two Thousand Two Hundred Sixty Four ($92,264.00) Dollars for
    the second year of the option term, payable in equal monthly installments of
    Seven Thousand Six Hundred Eighty Nine ($7,689.00) Dollars. The minimum base
    annual rental shall be the sum of Ninety Four Thousand One Hundred Nine and
    28/100 ($94,109.28) Dollars for the third year of the option term, payable
    in equal monthly installments of Seven Thousand Eight Hundred Forty Two and
    44/100 ($7,842.44) Dollars. At the end of the three year option there is an
    option for an additional two year term. The minimum base annual rental shall
    be Ninety Five Thousand Five Hundred Twenty ($95,520.00) Dollars for the
    first year of the option term, payable in equal monthly installments of
    Seven Thousand Nine Hundred Sixty ($7,960.00) Dollars. The minimum base
    annual rental shall be Ninety Six Thousand Nine Hundred Fifty Two and 80/100
    ($96,952.80) Dollars for the second year of the option term, payable in
    equal monthly installments of Eight Thousand Seventy Nine and 40/100
    ($8,079.40) Dollars. Tenant agrees to pay its pro-rata share of any
    increases in real estate taxes above a 2000 base year.

50. The Tenant agrees to pay for all gas, electric, and heat used on the first
    level portion of said rental unit, including necessary deposits with LIPA.
    Landlord agrees to pay for all gas, electric, and heat used on the atria
    level portion of said rental unit. Landlord agrees to keep in good repair
    and pay for all water used on said premises and pay for all garbage
    collection from the building of which the demised premises are a part.
    Anything to the contrary notwithstanding, in no event shall the Landlord be
    liable for any interruption or failure in supply of any utilities to the
    demised premises, unless such interpretation or failure is caused by the
    intentional acts and/or negligence of Landlord, its agents, servants, and/or
    employees.

51. As long as Tenant is not in default under any of the covenants, terms, and
    conditions of this Lease, Landlord represents that the premises will be
    available to the Tenant at


<PAGE>
     all times, twenty-four (24) hour basis, emergencies, periods of repair, and
     situations beyond Landlord's control excepted.
52.  As long as Tenant is not in default under any of the covenants, terms, and
     conditions of this Lease, Landlord shall provide the following services:
     (i) Provide hot and cold running water in public toilets located in
     hallways (ii) Keep the common hall areas, sidewalks, public toilet rooms,
     and on-site parking areas clean and free from debris and snow (iii)
     Provide, five (5) days each week, union holidays excepted, cleaning service
     for the demised premises in accordance with generally accepted practices of
     the office cleaning industry. Landlord shall not be responsible for
     temporary lapses in cleaning service due to conditions beyond the
     Landlord's control. Landlord agrees that Cleaning Co. is insured and
     bonded.
53.  Tenant understands and agrees that, under the existing State of New York,
     county, and/or local health departments' and environmental conservation
     departments' rules and regulations, nothing but sink water is to be emptied
     into the sewer system, cesspools, or septic tanks. If Tenant discharges
     toxic waste of any kind into the sewer system, cesspools, or septic tanks,
     Tenant shall be held liable for all cleanup costs including, but not
     limited to any fines or reasonable attorneys' fees involved in any
     proceeding brought by State Of New York, county, and/or local health or
     environmental protection agency having jurisdiction thereover in accordance
     with the aforementioned agencies' rules and regulations.
54.  Tenant stipulates and agrees that there shall be no storage and/or use of
     flammable material in the demised premises at any time.
55.  Landlord agrees to complete and construct the demised premises
     substantially in accordance with the attached plans and specifications and
     in a good and workmanlike manner. The cost of such repair is at the expense
     of the Landlord.
56.  Landlord agrees, during the term of the Lease, to maintain the sprinkler
     system in the demised premises and to be responsible for breakage of
     exterior windows. However, tenant shall be responsible for maintenance of
     the sprinkler system or breakage of exterior windows, where such
     maintenance or breakage is caused by the negligence of the Tenant, its
     agents, servants, and employees.
57.  The Tenant shall deposit with the Landlord a security deposit in the
     amount of Thirteen Thousand One Hundred Thirty Two 50/100 ($13,132.50)
     Dollars an amount equal to two (2) months rent as well as the first months
     rental payment in the amount of Six Thousand Five Hundred Sixty Six and
     25/100 ($6,566.25), in advance and upon acceptance of this Lease.
58.  The Tenant warrants and represents that it has not dealt with, employed,
     or used the services of nor made any inquiries concerning the demised
     premises through any other brokers other than Zere Associates Inc., 3555
     Veterans Memorial Hwy. Suite L-1, Ronkonkoma, New York 11779, in connection
     with this Lease, and the Landlord relies upon said warranty and
     representation in entering into this Lease. The Landlord stipulates that it
     shall be solely responsible for payment of the brokerage commission due to
     Zere Associates, pursuant to a separate brokerage agreement. The Tenant
     agrees to indemnify and save the Landlord harmless from any loss, cost,
     claim of any broker, damage, and expense, including without limitation,
     reasonable attorneys' fees and brokerage fees, incurred by the Landlord
     arising out of or in connection with the inaccuracy or alleged inaccuracy
     of this warranty and representation.

<PAGE>
59. The Landlord represents to the Tenant that they are the recorded Owners of
    the demised premises and that there is a valid certificate of occupancy and
    fire underwriters certificate on the building covering the use of the
    premises demised herein. That as of the date of the commencement of this
    Lease, the demised premises complies with the requirements of the Federal,
    State, County, Municipal and/or other local governments so as to allow the
    use and occupancy of the demised premises for the conducting of general
    office business. The Landlord, at their sole cost and expense, shall be
    responsible for all structural repairs to the demised premises including,
    but not limited to, ceiling, floor, electrical conduits, and the heating and
    air conditioning units, and the fire sprinkler system, within the demised
    premises. However, the Tenant is responsible for changing all light bulbs in
    the demised premises.

60. In the event a unit in the building of which the demised premises are a part
    of, which unit shall be contiguous to the demised premises, shall become
    vacant during the demised term, and providing Tenant herein is not in
    default with any of the terms, covenants, and conditions of this Lease, it
    is understood and agreed that Landlord shall not rent such unit until three
    (3) days after having given notice to the Tenant, which notice shall be in
    writing and sent certified or registered mail, return receipt requested, to
    the Tenant at the demised premises. The aforesaid notice shall set forth the
    rental amount and terms offered to Landlord by a third party. Tenant shall
    have the option to Lease said contiguous unit upon the same terms and at the
    same rental offered by the third party. The exercise of this option shall be
    made by Tenant, no later than two (2) days after the receipt of the
    aforesaid notice, giving notice that it is exercising said option to
    Landlord, and said notice shall be in writing sent by certified mail, return
    receipt requested, to the Landlord at the address shown above.

61. Tenant shall at Tenant's sole cost and expense dispose of all refuse (i.e.
    boxes, skids, etc.) accumulated when Tenant first moves into the demised
    premises. Any cost incurred by the Landlord for disposal of such items,
    including but not limited to, additional labor to dispose of said refuse or
    additional carting costs, will be passed on to the Tenant and are the sole
    cost and responsibility of the Tenant.


/s/ Sean Pugni
___________________________
Sean Pugni, President
SMG Holding Corp., Landlord


/s/ Thomas J. Stridiron
___________________________
E-Commerce Exchange, Inc., Tenant

By: Thomas J. Stridiron

Title: Vice President