Exhibit 10.42

                               SUBLEASE AGREEMENT


                 The parties agree as follows:

    Date of this
       Sublease:   NOV. 1, 1999

 Parties to this   Overtenant:  MEI Associates, Inc.
       Sublease:   Address for notices: 600 W. 57th Street, N.Y. N.Y. 10019

                   You, the Undertenant:  e-COMMERCE Solutions, Inc.
                   Address for notices: 600 W. 57th Street, N.Y.N.Y. 10019

                   If there are more than one  Overtenant  or  Undertenant,  the
                   words  "Overtenant" and  "Undertenant"  used in this Sublease
                   includes them.

Information from   Landlord:             Big Lio Realty
     Over-Lease:   Address for notices:  600 W. 57th St., NY NY 10019

                   Overtenant:
                   Address for notices:

                   Date of Over-Lease:

                   Term: 5 years    from: Nov. 1, 1999       to: Oct. 31, 2002
                   A copy of the Over-Lease  is  attached  as an  important part
                   of the Sublease.

           Term:   1. 3 year     years:     months:      Beginning: Nov. 1, 1999
                   ending: Oct. 31, 2002

Premises rented:   2.

Use of premises:   3. The premises may be used for                      only.

           Rent:   4. The yearly rent is $60,000.00, You, the Undertenant,  will
                      pay this yearly  rent to the  Overtenant  in twelve  equal
                      monthly  payments of $5,000.00.  Payments shall be paid in
                      advance on the first day of each month during the Term.

       Security:   5. The  security  for  the   Undertenant's   performance   is
                      $10,000.00. Overtenant states that Overtenant has received
                      it.  Overtenant shall hold the security in accordance with
                      Paragraph        of the Over-Lease.

  Agreement to     6. Overtenant  sublets the premises to you, the  Undertenant,
     lease and        for the Term.  Overtenant states that it has the authority
      pay rent:       to do so. You, the Undertenant,  agree to pay the Rent and
                      other  charges  as  required  in the  Sublease.  You,  the
                      Undertenant, agree to do everything required of you in the
                      Sublease.

       Notices:    7. All  notices in the  Sublease  shall be sent by  certified
                      mail, "return receipt requested".

    Subject to:    8. The  Sublease  is  subject to the  Over-Lease.  It is also
                      subject  to any  agreement  to  which  the  Over-Lease  is
                      subject.  You, the  Undertenant,  state that you have read
                      and  initialed the  Over-Lease  and will not violate it in
                      any way.

Overtenant's
        duties:    9. The  Over-Lease   describes  the  Landlord's  duties.  The
                      Overtenant  is not  obligated  to perform  the  Landlord's
                      duties.  If  the  Landlord  fails  to  perform,  you,  the
                      Undertenant,  must  send the  Overtenant  a  notice.  Upon
                      receipt of the notice,  the Overtenant shall then promptly
                      notify  the  Landlord  and  demand  that  the   Over-Lease
                      agreements be carried out. The  Overtenant  shall continue
                      the demands until the Landlord performs.

       Consent:   10. If the  Landlord's  consent to the  Sublease is  required,
                      this consent must be received within 10 days from the date
                      of  this  Sublease.  If  the  Landlord's  consent  is  not
                      received  within this time,  the Sublease will be void. In
                      such event all parties are automatically  released and all
                      payments shall be refunded to you, the Undertenant.

  Adopting the    11. The   provisions  of  the  Over-Lease  are  part  of  this
Over-Lease and        Sublease. All the provisions of the Over-Lease applying to
    exceptions:       the Overtenant are binding on you, the Undertenant, except
                      these:
                         a) These numbered paragraphs of the Over-Lease shall
                            not apply:

                         b) These numbered paragraphs of the Over-Lease are
                            changed as follows:

<PAGE>

                  12. You, the Undertenant, have no authority to contact or make
                      any agreement  with the Landlord about the premises or the
                      Over-Lease.  You,  the  Undertenant,  may not pay  rent or
                      other charges to the Landlord, but only to the Overtenant.

    Successors:   13. Unless  otherwise  stated,  the Sublease is binding on all
                      parties  who  lawfully  succeed  to the rights or take the
                      place of the Overtenant or you, the Undertenant.  Examples
                      are an assign,  heir, or a legal representative such as an
                      executor of your will or administrator of your estate.

       Changes:   14. This sublease can be changed only by an agreement in
                      writing signed by the parties to the Sublease.

    Signatures:                                      OVERTENANT:

                                                     MEI ASSOCIATES, INC.
                                                     ---------------------------

                                                     [ILLEGIBLE SIGNATORY]
                                                     ---------------------------

                                                     You, the UNDERTENANT:

Witness:                                             e-COMMERCE Solutions, Inc.
                                                     ---------------------------

-------------------------------                      ---------------------------

GUARANTY OF PAYMENT WHICH IS PART OF THE SUBLEASE

Date of Guaranty:

       Guarantor
     and address:

     Reason for  1. I know that the  Overtenant  would not rent the  premises to
       Guaranty:    the   Undertenant    unless   I   guarantee    Undertenant's
                    performance.  I have also  requested the Overtenant to enter
                    into the Sublease with the Undertenant. I have a substantial
                    interest  in  making  sure  that the  Overtenant  rents  the
                    premises to the Undertenant.

       Guaranty: 2. The following is my Guaranty:
                    I  guaranty  the full  performance  of the  Sublease  by the
                    Undertenant.  This  Guaranty  is  absolute  and  without any
                    condition.  It includes,  but is not limited to, the payment
                    of rent and other money charges.

                 In addition, I agree to these other terms:
     Changes in  3. This  Guaranty  will not be  affected  by any changes in the
  Sublease have     Sublease,  whatsoever. This includes, but is not limited to,
      no effect:    any  extention  of time or renewals.  The  Guaranty  will be
                    binding even if I am not a party to these changes.

      Waiver of
        notice:  4. I  do  not  have  to  be  informed   about  any  failure  of
                    performance by Undertenant,  I waive notice of nonpayment or
                    nonperformance.

    Performance: 5. If the Undertenant fails to perform under the Sublease,  the
                    Overtenant may require me to perform without first demanding
                    that the Undertenant perform.

Waiver of jury
          trial: 6. I give up my right to trial by jury in any claim  related to
                    the Sublease or this Guaranty.

        Changes: 7. This Guaranty of payment and performance can be changed only
                    by written agreement signed by all parties to the Sublease
                    and Guaranty.

     Signatures:                                  GUARANTOR:
                    WITNESS:
                                                  ------------------------------

                    -----------------------------

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       EPA and HUD Lead Paint Regulations, Effective September 6, 1996(1)

Landlords must disclose known  lead-based  paint and lead-based paint hazards of
pre-1978 housing to tenant.(2) Use the following  BLUMBERG LAW PRODUCTS (800 LAW
MART) to comply:

  3140 Lead Paint Information Booklet   3141 Lead Paint Lease Disclosure Form

(1) December 6, 1996 for owners of 1 to 4 residential dwellings.

(2) Leases for less than 100 days,  0-bedroom  units,  elderly  and  handicapped
    housing (unless  children live there) and housing found to be lead-free by a
    certified inspector are excluded.
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