Exhibit 10.5






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                                    SUB-LEASE


                          dated as of February 1, 2001

                                     between

                            Catalyst Operations, Inc.

                                    as Lessor

                                       and

                               4networld.com, Inc.

                                    as Lessee







                      Affecting premises commonly known as:

          10 South Street, Suite 202, in Ridgefield, Connecticut 06877.

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                  1 -- Demised Premises and Lease Term
                  2 -- Rent
                  3 -- No Counterclaim or Abatement
                  4 -- Use of Demised Premises
                  5 -- Condition of Demised Premises
                  6 -- Maintenance and Repair
                  7 -- Alterations and Additions
                  8 -- Impositions
                  9 -- Compliance With Requirements
                 10 -- Liens
                 11 -- Permitted Contests
                 12 -- Utility Services
                 13 -- Insurance
                 14 -- Indemnification By Lessee
                 15 -- Damage or Destruction
                 16 -- Taking of the Demised Premises
                 17 -- Quiet Enjoyment
                 18 -- Right to Cure Lessee's Default
                 19 -- Events of Default and Termination
                 20 -- Repossession
                 21 -- Reletting
                 22 -- Assignment of Subrents
                 23 -- Lessee's Equipment
                 24 -- Security Deposit
                 25 -- Survival of Obligations; Damages
                 26 -- Injunction
                 27 -- Waivers
                 28 -- Lessor's Remedies Cumulative
                 29 -- Assignment and Subletting
                 30 -- Subordination and Attornment
                 31 -- Entry by Lessor
                 32 -- Conveyance by Lessor
                 33 -- No Merger of Title
                 34 -- Acceptance of Surrender
                 35 -- End of Lease Term
                 36 -- Brokerage
                 37 -- Definitions
                 38 -- Notices
                 39 -- Miscellaneous

                 Exhibit A -- Description of Land

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                                    SUB-LEASE


                         LEASE, dated as of February 1, 2001, between Catalyst
                    Operations, Inc., a Connecticut corporation, having an
                    address at 10 South Street, Suite 202, Ridgefield,
                    Connecticut 06877 ("Lessor"), and 4networld.com, Inc., a
                    Delaware corporation, having an address at 900 Third Avenue,
                    Suite 201, New York, New York 10022 ("Lessee").


                         1. The Demised Premises and Lease Term

                         In consideration of the Rent, as hereinafter defined,
                    and the terms, covenants and conditions set forth in this
                    Lease to be observed and performed by Lessee, Lessor hereby
                    demises and leases to Lessee, and Lessee hereby rents and
                    takes from Lessor, the following property (collectively
                    hereinafter referred to as the "Demised Premises"): (a) a
                    portion of the gross leasable space, but in no event less
                    than fifty percent (50%) of the gross leasable space, on the
                    second floor, Suite 202 in the building known as The
                    Morganti Building, 10 South Street, Ridgewood, Connecticut
                    06877 and the improvements thereto (the "Improvements") now
                    or hereafter located on the Demised Premises, all as
                    described in Exhibit A hereto; and (b) all rights of way or
                    of use, servitudes, licenses, tenements, appurtenances and
                    easements now or hereafter belonging or pertaining to the
                    Demised Premises and Improvements; SUBJECT TO the terms,
                    covenants and conditions of that certain lease, dated
                    November 16, 2000, between John Morganti & Sons, LLC as
                    lessor and Catalyst Operations, Inc. as lessee (the "Master
                    Lease"), TO HAVE AND TO HOLD the Demised Premises unto
                    Lessee, and the permitted successors and assigns of Lessee,
                    upon and subject to all of the terms, covenants and
                    conditions herein contained, for a term (the "Lease Term")
                    of three years, commencing on February 1, 2001 and expiring
                    on January 31, 2004, unless the Lease Term shall sooner
                    terminate pursuant to any of the conditional limitations or
                    other provisions of this Lease.


                         2. Rent

                         Lessee covenants to pay to Lessor as a net minimum rent
                    (the "Fixed Rent") during the Lease Term twenty-four
                    thousand dollars $24,000.00 per annum.

                         The Fixed Rent shall be payable in advance in equal
                    monthly installments of two thousand dollars ($2,000.00) on
                    the first day of each calendar month. If the Lease Term does
                    not commence on the first day of a month, the Fixed Rent for
                    the month in which the Lease Term commences shall be
                    appropriately apportioned. The first installment of Fixed
                    Rent shall be paid simultaneously with the execution of this
                    Lease. Each date on which Fixed Rent is payable hereunder is
                    hereinafter referred to as a "Rent Payment Date".

                         Lessee also covenants to pay, from time to time as
                    provided in this Lease, as Additional Rent, all other
                    amounts and obligations which Lessee assumes or agrees to
                    pay under this Lease. If Lessee fails to pay any such
                    Additional Rent, Lessor shall have all the rights, powers
                    and remedies provided for in this Lease or at law or in
                    equity or otherwise in the case of nonpayment of rent.

                         All Fixed Rent and Additional Rent (collectively
                    hereinafter referred to as "Rent") shall be paid in such
                    coin or currency (or, subject to collection, by good check
                    payable in such coin or currency) of the United States of
                    America as at the time shall be legal tender for the payment
                    of public and private debts, at the office of Lessor as set
                    forth above, or at such place and to such person as Lessor
                    from time to time may designate.


                         3. No Counterclaim or Abatement

                         All Rent shall be absolutely net to Lessor so that this
                    Lease shall yield to Lessor the full amount of the
                    installments thereof throughout the Lease Term without
                    deduction. All Rent shall be paid to Lessor without notice,
                    demand, counterclaim, setoff, deduction or defense, and
                    nothing shall suspend, defer, diminish, abate or reduce any
                    Rent, except as otherwise specifically provided in this
                    Lease.


                         4. Use of Demised Premises

                         Lessee covenants that the Demised Premises shall be
                    used solely for executive offices and for no other purpose,
                    unless approved in writing by Lessor.


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                         Lessee shall not do or permit any act or thing which is
                    contrary to any Legal Requirements or Insurance
                    Requirements, or which might impair the value or usefulness
                    of the Demised Premises or any part thereof.

                         Lessee shall not do or suffer any waste, damage,
                    disfigurement or injury to the Demised Premises.

                         Lessee shall not permit the spilling, discharge,
                    release, deposit or placement on the Demised Premises or any
                    part thereof, whether in containers or other impoundments,
                    of any substance which is a hazardous or toxic substance
                    within the meaning of any applicable environmental law.


                         5. Condition of Demised Premises

                         Lessee represents that Lessee has examined and is fully
                    familiar with the physical condition of the Demised
                    Premises, the Improvements thereon, and the present
                    tenancies, and uses thereof. Lessee accepts the same,
                    without recourse to Lessor, in the condition and state in
                    which they now are, and agrees that the Demised Premises
                    complies in all respects with all requirements of this
                    Lease. Lessor makes no representation or warranty, express
                    or implied in fact or by law, as to the nature or condition
                    of the De mised Premises, or its fitness or availability for
                    any particular use, or the income from or expenses of
                    operation of the Demised Premises.


                         6. Maintenance and Repair

                         Lessee, at all times during the Lease Term and at
                    Lessee's expense, shall keep the Demised Premises, and all
                    Improvements now or hereafter located thereon, and all
                    facilities and equipment thereon, and all appurtenances to
                    the Demised Premises, in a good and clean order and
                    condition and in such condition as may be required by all
                    Legal Requirements and Insurance Requirements. To the extent
                    that the Demised Premises sustains any damage as the result
                    of the Leasee's use thereof, the Leasee shall promptly make
                    all necessary or appropriate repairs, replacements and
                    renewals thereof, whether interior or exterior, structural
                    or nonstructural, ordinary or extraordinary, or foreseen or
                    unforeseen. All repairs, replacements and renewals shall be
                    equal in quality and class to the original work.


                         7. Alterations and Additions

                         Lessee shall not be entitled to make any alterations of
                    or additions to the Demised Premises without the prior
                    written consent of Lessor in each instance.

                         The title to all additions, repairs and replacements to
                    any Improvements made during the Lease Term and any renewal
                    thereof, forthwith shall vest in Lessor, and said
                    Improvements, additions, repairs and replacements shall be
                    and become the sole and absolute property of Lessor, without
                    any obligation of payment by Lessor therefor.


                         8. Impositions

                         Subject to Article 11 relating to contests, Lessee,
                    shall be responsible for and shall pay fifty percent (50%)
                    of all Impositions payable by the Lessor pursuant to the
                    Master Lease.


                         9. Compliance With Requirements

                         Subject to Article 11 relating to contests, Lessee, at
                    all times during the Lease Term and at Lessee's expense,
                    promptly and diligently shall: comply with all Legal
                    Requirements and Insurance Requirements, whether or not
                    compliance therewith shall require structural changes in the
                    Improvements or interfere with the use and enjoyment of the
                    Demised Premises or any part thereof; and procure, maintain
                    and comply with all permits, licenses, franchises and other
                    authorizations required for any use of the Demised Premises
                    or any part thereof then being made, including without
                    limitation all permits, licenses, and franchises which
                    Lessee is required to obtain for the proper erection,
                    installation, operation or main tenance of the Improvements
                    or Lessee's Equipment or any part thereof.

                         From time to time at the request of Lessor, Lessee at
                    Lessee's expense shall execute, file and record such
                    certificates of compliance, continuation statements, and
                    other documents and certificates, and shall pay such fees
                    and comply with such laws and regulations, as are necessary
                    or appropriate to preserve and protect any right of Lessor
                    under this Lease.


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                         With the exception of the payment of rent, Lessee, at
                    Lessee's expense, shall observe, perform and comply with all
                    of the terms, covenants and conditions of the Master Lease
                    on the part of the Lessor to be observed, performed or
                    complied with. In the event of any default, caused by the
                    Leasee, in the observance, performance or compliance with
                    any term, covenant or condition of the Master Lease, Lessor
                    shall have the right to cure such default, and all sums
                    advanced or incurred by Lessor in connection therewith shall
                    be paid by Lessee to Lessor on demand as Additional Rent.


                         10. Liens

                         Lessee shall not directly or indirectly create or
                    permit to be created or to remain, and shall discharge, any
                    mortgage, lien, security interest, encumbrance or charge on,
                    pledge of or conditional sale or other retention agreement
                    with respect to the Demised Premises or any part thereof,
                    Lessee's interest therein, or any Fixed Rent or other Rent
                    payable under this Lease, other than: liens for Impositions
                    not yet payable, or payable without the addition of any
                    fine, penalty, interest or cost for nonpayment, or being
                    contested as permitted in Article 11 hereof; and the liens
                    of mechanics, materialmen, suppliers or vendors, or right
                    thereto, incurred in the ordinary course of business for
                    sums which under the terms of the related contract are not
                    at the time due, provided that adequate provision for the
                    payment thereof shall have been made and provisions of the
                    following paragraph are complied with.

                         If, in connection with any work being performed by or
                    for Lessee or any subtenant or in connection with any
                    materials being furnished to Lessee or any subtenant, any
                    mechanic's lien or other lien or charge shall be filed or
                    made against the Demised Premises or any part thereof, or if
                    any such lien or charge shall be filed or made against
                    Lessor, then Lessee, at Lessee's expense, within thirty days
                    after such lien or charge shall have been filed or made,
                    shall cause the same to be canceled and discharged of record
                    by payment thereof or filing a bond or otherwise. Lessee
                    promptly and diligently shall defend any suit, action or
                    proceeding which may be brought for the enforcement of such
                    lien or charge; shall satisfy and discharge any judgment
                    entered therein within thirty days from the entering of such
                    judgment by payment thereof or filing a bond or otherwise;
                    and on demand shall pay all damages, costs and expenses,
                    including reasonable attorneys' fees, suffered or incurred
                    by Lessor in connection therewith.

                         Nothing contained in this Lease shall constitute any
                    consent or request by Lessor, express or implied, for the
                    performance of any labor or services or the furnishing of
                    any materials or other property in respect of the Demised
                    Premises or any part thereof, nor as giving Lessee any
                    right, power or authority to contract for or permit the
                    performance of any labor or services or the furnishing of
                    any materials or other property in any fashion that would
                    permit the filing or making of any lien or claim against
                    Lessor or the Demised Premises.


                         11. Permitted Contests

                         Lessee, at Lessee's expense, after prior written notice
                    to Lessor, may contest, by appropriate legal proceedings
                    conducted in good faith and with due diligence, the amount
                    or validity or ap plication, in whole or in part, of any
                    Imposition or any Legal Requirement, provided that: Lessee
                    shall first make all contested payments, under protest if
                    Lessee desires, unless such proceedings shall suspend the
                    collection thereof from Lessor; neither the Demised
                    Premises, nor any part thereof or interest therein, nor any
                    Rent would be in any danger of being sold, forfeited, lost
                    or interfered with; in the case of a Legal Requirement,
                    Lessor would not be in any danger of any additional civil or
                    criminal liability for failure to comply therewith and the
                    Demised Premises would not be subject to the imposition of
                    any lien as a result of such failure; and Lessee shall have
                    furnished such security, if any, as may be reasonably
                    requested by Lessor.


                         12. Utility Services

                         Lessee shall pay fifty percent (50%) of all charges,
                    required by the Master Lease, for all public or private
                    utility services and all sprinkler systems and protection
                    services at any time rendered to or in connection with the
                    Demised Premises or any part thereof; shall comply with all
                    contracts relating to any such services; and shall do all
                    other things required for the maintenance and continuance of
                    all such services.


                         13. Insurance

                         During the Lease Term, Lessee shall be responsible for
                    and shall pay as Additional Rent fifty percent (50%) of the
                    insurance premiums paid by the Lessor to maintain insurance
                    on premises as required by the Master Lease. Lessee shall
                    comply with such other requirements as Lessor from time to
                    time reasonably may request for the protection by insurance
                    of Lessor's interests.


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                         14. Indemnification By Lessee

                         Lessee shall indemnify and hold Lessor harmless from
                    and against all liabilities, obligations, claims, damages,
                    fines, penalties, interest, causes of action, costs and
                    expenses, including attorneys' fees (but excluding any
                    income or excess profits or franchise taxes of Lessor
                    determined on the basis of general income or revenue or any
                    interest or penalties in respect thereof), imposed upon or
                    incurred by or asserted against Lessor or the Demised
                    Premises by reason of the occurrence or existence of any of
                    the following, which result from any negligent act or
                    omission of Lessor: ownership of the Demised Premises or any
                    interest therein, or receipt of any rent or other sum
                    therefrom; any accident, injury to or death of persons
                    (including workers) or loss of or damage to property
                    occurring, or claimed to have occurred, on or about the
                    Demised Premises or any part thereof, or any Improvements
                    now or hereafter erected thereon, or appurtenances thereto;
                    any use or condition of the Demised Premises or any part
                    thereof, or any Improvements now or hereafter erect thereon,
                    or the adjoining sidewalks, curbs, vaults and vault spaces,
                    if any, streets or ways, or appurtenances thereto; any
                    failure on the part of Lessee promptly and fully to comply
                    with or perform any of the terms, covenants or conditions of
                    this Lease; or performance of any labor or services or the
                    furnishing of any materials or other property in respect of
                    the Demised Premises or any part thereof. In the case any
                    suit, action or proceeding is brought against Lessor or
                    filed against the Demised Premises or any part thereof by
                    reason of any such occurrence, Lessee, upon Lessor's request
                    and at Lessee's expense, shall resist and defend such suit,
                    action or proceeding, or cause the same to be resisted and
                    defended by counsel designated by Lessee and approved by
                    Lessor. The obligations of Lessee under this Article 14
                    shall survive the expiration or termination of the Lease
                    Term.


                         15. Damage to or Destruction of the Demised Premises

                         If there is any material damage to or destruction of
                    the Demised Premises or any part thereof, Lessee promptly
                    shall give written notice thereof to Lessor, generally
                    describing the nature and extent of such damage or
                    destruction.


                         If there is any damage to or destruction of the Demised
                    Premises or any part thereof, Lessee, at Lessee's expense
                    whether or not the insurance proceeds, if any, on account of
                    such damage or destruction shall be sufficient for the
                    purpose, promptly shall commence and complete, subject to
                    Unavoidable Delays, the restoration, replacement or
                    rebuilding of the Demised Premises as nearly as possible to
                    its value, condition and character immediately prior to such
                    damage or destruction, with such alterations and additions
                    as may be made at Lessee's election pursuant to and subject
                    to the terms, covenants and conditions of Article 7. Pending
                    the completion of such Restoration, Lessee shall perform all
                    temporary work and take all such actions as may be necessary
                    or desirable to protect and preserve the Demised Premises.

                         Insurance proceeds received by Lessor on account of any
                    damage to or destruction of the Demised Premises or any part
                    thereof, less the costs and expenses incurred by Lessor or
                    Lessee in the collection thereof, including without
                    limitation fees and expenses of adjusters and attorneys,
                    shall be applied as hereinafter provided.

                         Net insurance proceeds received on account of any
                    damage to or destruction of the Demised Premises or any part
                    thereof, unless Lessee is in default under this Lease, shall
                    be paid to Lessee or as Lessee may direct, from time to time
                    as Restoration progresses, to pay or to reimburse Lessee for
                    the cost of Restoration, upon written request of Lessee
                    accompanied by evidence, satisfactory to Lessor that the
                    amount requested has been paid or is then due and payable
                    and is properly a part of such cost, that there are no
                    mechanics' or similar liens for labor or materials
                    theretofore supplied in connection with the Restoration, and
                    that the balance of said proceeds after making the payment
                    requested will be sufficient to pay the balance of the cost
                    of Restoration. Upon receipt by Lessor of evidence
                    satisfactory to Lessor that the Restoration has been
                    completed and the cost thereof has been paid in full, and
                    that there are no mechanics' or similar liens for labor or
                    materials supplied in connection therewith, the balance, if
                    any, of such proceeds shall be paid to Lessor.

                         Any insurance proceeds held by Lessor on any
                    termination of this Lease and not required to be paid to
                    Lessee pursuant to this Article 15, shall be paid to and
                    retained by Lessor.


                         16. Taking of the Demised Premises

                         If there is a Taking of the fee of the entire Demised
                    Premises, other than for a temporary use, this Lease shall
                    terminate as of the date of such Taking. In case of a
                    Taking, other than for temporary use, of such perpetual
                    easement on the entire Demised Premises, or of such a
                    substantial part of the Demised Premises, as shall result,
                    in the good faith judgment of Lessor, in the Demised
                    Premises remaining after such Taking (even after Restoration
                    where made) being unsuitable for the use contemplated in
                    this Lease, Lessee may terminate this Lease by written
                    notice to Lessor given within sixty days after such

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                    Taking, as of a date specified in such notice within ninety
                    days after such Taking. Any Taking of the Demised Premises
                    of the character referred to in this Article 16, which
                    results in the termination of this Lease, is referred to
                    herein as a "Total Taking".

                         If there is a Taking of the Demised Premises other than
                    a Total Taking, this Lease shall remain in full force and
                    effect as to the principal of the Demised Premises remaining
                    immediately after such Taking, without any abatement or
                    reduction of Rent, except as may be expressly provided in
                    this Article 16, and Lessee, at Lessee's expense whether or
                    not the awards or payments, if any, on account of such
                    Taking will be sufficient for the purpose, promptly shall
                    commence and complete, subject to Unavoidable Delays,
                    Restoration of the Demised Premises as nearly as possible to
                    its value, condition and character immediately prior to such
                    Taking, except for any reduction in area caused thereby,
                    provided that in case of a Taking for temporary use Lessee
                    shall not be required to effect Restoration (other than
                    temporary work and actions necessary or desirable for the
                    protection of the Demised Premises) until such Taking for a
                    temporary use is terminated.

                         Awards and other payments on account of a Taking, less
                    fees, costs and expenses incurred in connection therewith,
                    shall be applied as follows:

                    (a) Net awards and payments received on account of a Taking,
                    other than a Taking for temporary use or a Total Taking,
                    shall be held and applied from time to time as Restoration
                    progresses, to pay or to reimburse Lessee for the cost of
                    Restoration, upon written request of Lessee accompanied by
                    evidence, satisfactory to Lessor, that the amount requested
                    has been paid or is then due and payable and is properly a
                    part of such cost, that there are no mechanics' or similar
                    liens for labor or materials theretofore supplied in
                    connection with the Restoration, and that the balance of
                    said proceeds after making the payment requested will be
                    sufficient to pay the balance of the cost of Restoration.
                    Upon the completion of the Restoration, the balance, if any,
                    of such awards and payments shall be paid to and retained by
                    Lessor.

                    (b) Net awards and payments received on account of a Taking
                    for temporary use shall be held and applied to the payment
                    of Rent until such Taking for temporary use is terminated
                    and Restoration, if any, has been completed, provided that,
                    if any portion of such award or payment is made by reason of
                    any damage to or destruction of the De mised Premises, such
                    portion shall be held and applied as provided in the first
                    sentence of clause (a) of this Article 16. The balance, if
                    any, of such awards and payments, unless Lessee is in
                    default hereunder, shall be paid to Lessee.

                    (c) All awards and payments received on account of a Total
                    Taking shall be paid to Lessor.



                         Notwithstanding the foregoing, if at the time of any
                    Taking or at any time thereafter, Lessee shall be in default
                    under this Lease and such default shall be continuing,
                    Lessor is hereby authorized and empowered, in the name and
                    on behalf of Lessee and otherwise, to file and prosecute
                    Lessee's claim, if any, for an award on account of any
                    Taking and to collect such award and apply the same, after
                    deducting all fees, costs and expenses incident to the
                    collection thereof, to the curing of any then existing
                    default under this Lease.

                         If any portion of an award or other payment received on
                    account of a Taking shall be paid to Lessor pursuant to the
                    second sentence of clause (a) of this Article 16, each
                    installment of Fixed Rent hereunder shall be reduced,
                    commencing with the first Rent Payment Date following the
                    date of such payment, by an amount to be computed by
                    multiplying such installment in effect prior to such date by
                    a fraction, the numerator of which is the amount of the
                    award or payment made to Lessor in connection with such
                    Taking after deduction of Lessor's expenses in the
                    collection of such awards and payments, including without
                    limitation fees and expenses of appraisers and attorneys,
                    and the denominator of which is the fair market value of the
                    Demised Premises prior to such Taking as determined by
                    Lessor, acting reasonably, as reduced by the amount of any
                    other such award or payment previously made to Lessor
                    pursuant to the second sentence of clause (a) of this
                    Article 16.


                         17. Quiet Enjoyment

                         Lessor covenants that so long as Lessee is not in
                    default hereunder in the payment of any Rent or compliance
                    with or the performance of any of the terms, covenants or
                    conditions of this Lease on Lessee's part to be complied
                    with or performed, Lessee shall not be hindered or molested
                    by Lessor in Lessee's enjoyment of the Demised Premises.



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                         18. Right to Cure Lessee's Default

                         If Lessee fails to make any payment or to comply with
                    or perform any term, covenant or condition of this Lease to
                    be complied with or performed by Lessee, Lessor may, but
                    shall be under no obligation to, after thirty days' notice
                    to Lessee (or upon shorter notice, or without notice, if
                    necessary to meet an emergency situation or time limitation
                    of a Legal Requirement), make such payment or perform or
                    cause to be performed such work, labor, services, acts or
                    things, and take such other steps as Lessor may deem
                    advisable, to comply with any such term, covenant or
                    condition which is in default. Entry by Lessor upon the
                    Demised Premises for such purpose shall not waive or release
                    Lessee from any obligation or default hereunder. Lessee
                    shall reimburse Lessor for all sums so paid by Lessor and
                    all costs and expenses incurred by Lessor in connection with
                    the making of any payments, the performance of any act or
                    other steps taken by Lessor pursuant to this Article 18.


                         19. Events of Default and Termination

                         If any one or more of the following events ("Events of
                    Default") shall occur:

                    (a) if Lessee shall fail to pay any Fixed Rent when as the
                    same becomes due and payable; or

                    (b) if Lessee shall fail to pay any Rent, other than Fixed
                    Rent, when and as the same becomes due and payable and such
                    failure shall continue for more than ten days; or

                    (c) if Lessee shall fail to comply with or perform any term,
                    covenant or condition of Articles 8, 9, 10 or 13, and such
                    failure shall continue for more than thirty days after
                    Lessee receives notice of such failure, regardless of the
                    source of such notice; or

                    (d) if Lessee shall fail to comply with or perform any other
                    term, covenant or condition hereof, and such failure shall
                    continue for more than thirty days after notice thereof from
                    Lessor, and Lessee within said period, subject to
                    Unavoidable Delays, shall not commence with due diligence
                    and dispatch the curing of such default, or, having so
                    commenced, thereafter shall fail or neglect to prosecute or
                    complete with due diligence and dispatch the curing of such
                    default for reasons other than Unavoidable Delays; or

                    (e) if Lessee shall make a general assignment for the
                    benefit of creditors, or shall admit in writing Lessee's
                    inability to pay Lessee's debts as they become due, or shall
                    file a petition in bankruptcy, or shall be adjudicated a
                    bankrupt or insolvent, or shall file a petition seeking any
                    reorganization, arrangement, composition, readjustment,
                    liquidation, dissolution or similar relief under any present
                    or future statute, law or regulation, or shall file an
                    answer admitting, or shall fail to contest, the material
                    allegations of a petition filed against Lessee in any such
                    proceeding, or shall seek or consent to or acquiesce in the
                    appointment of any trustee, receiver or liquidator of Lessee
                    or any material part of Lessee's properties; or

                    (f) if, within ninety days after the commencement of any
                    proceeding against Lessee seeking any reorganization,
                    arrangement, composition, readjustment, liquidation, dis
                    solution or similar relief under any present or future
                    statute, law or regulation, such proceeding shall not have
                    been dismissed, or if, within ninety days after the
                    appointment without the consent or acquiescence of Lessee,
                    of any trustee, receiver or liquidator of Lessee or of any
                    material part of Lessee's properties, such appointment shall
                    not have been vacated; or

                    (g) if a final judgment for the payment of money shall be
                    rendered against Lessee and, within sixty days after the
                    entry thereof, such judgment shall not have been discharged
                    or execution thereof stayed pending appeal, or if, within
                    sixty days after the expiration of any such stay, such
                    judgment shall not have been discharged;

                    then, and in any such Event of Default, regardless of the
                    pendency of any proceeding which has or might have the
                    effect of preventing Lessee from complying with the terms,
                    covenants or conditions of this Lease, Lessor, at any time
                    thereafter may give a written termination notice to Lessee,
                    and on the date specified in such notice this Lease shall
                    terminate and, subject to Article 25, the Lease Term shall
                    expire and terminate by limitation, and all rights of Lessee
                    under this Lease shall cease, unless before such date (i)
                    all arrears of Rent and all costs and expenses, including
                    reasonable attorneys' fees, incurred by or on behalf of
                    Lessor hereunder, shall have been paid by Lessee, and (ii)
                    all other defaults at the time existing under this Lease
                    shall have been fully remedied to the satisfaction of
                    Lessor. Lessee shall reimburse Lessor for all costs and
                    expenses, including reasonable attorneys' fees, incurred by
                    or on behalf of Lessor occasioned by or in connection with
                    any default by Lessee under this Lease.


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                         20. Repossession

                         If an Event of Default shall have occurred and be
                    continuing, Lessor, whether or not the Lease Term shall have
                    been terminated pursuant to Article 19, may enter upon and
                    repossess the Demised Premises or any part thereof by force,
                    summary proceedings, ejectment or otherwise, and may remove
                    Lessee and all other persons and any and all property
                    therefrom.


                         21. Reletting

                         At any time or from time to time after the repossession
                    of the Demised Premises or any part thereof pursuant to
                    Article 20, whether or not the Lease Term shall have been
                    terminated pursuant to Article 19, Lessor may (but shall be
                    under no obligation to) relet the Demised Premises or any
                    part thereof for the account of Lessee, for such term or
                    terms (which may be greater than or less than the period
                    which would otherwise have constituted the balance of the
                    Lease Term) and on such conditions (which may include
                    concessions) and for such uses as Lessor, in Lessor's
                    absolute discretion, may determine, and may collect and
                    receive the rents therefrom. Lessor shall not be responsible
                    or liable for any failure to relet the Demised Premises or
                    any part thereof or for any failure to collect any rent due
                    upon any such reletting.


                         22. Assignment of Subrents

                         Lessee hereby irrevocably assigns to Lessor all rents
                    due or to become due from any assignee of Lessee's interest
                    hereunder and any sublessee or any tenant or occupant of the
                    Demised Premises or any part thereof, together with the
                    right to collect and receive such rents, provided that, so
                    long as Lessee is not in default under this Lease, Lessee
                    shall have the right to collect such rents for Lessee's own
                    use and purposes. Upon any default by Lessee under this
                    Lease, Lessor shall have absolute title to such rents and
                    the absolute right to collect the same. Lessor shall apply
                    to the Rent due under this Lease the net amount (after
                    deducting all costs and expenses incident to the collection
                    thereof and the operation and maintenance, including
                    repairs, of the Demised Premises) of any rents so collected
                    and received by Lessor.


                         23. Lessee's Equipment

                         All Lessee's Equipment shall be the property of Lessee
                    or Occupancy Tenants, as the case may be, provided that upon
                    the occurrence of an Event of Default, Lessor shall have, to
                    the extent permitted by law and in addition to all other
                    rights, a right of distress for rent and a lien on all
                    Lessee's Equipment (other than Lessee's Equipment not owned
                    by Lessee) then on the Demised Premises as security for the
                    Rent.

                         Any Lessee's Equipment not removed by Lessee, at
                    Lessee's expense, within thirty days after any repossession
                    of the Demised Premises, whether or not this Lease has been
                    terminated, shall be considered abandoned by Lessee and may
                    be appropriated, sold, destroyed or otherwise disposed of by
                    Lessor without notice to Lessee and without obligation to
                    account therefor; and Lessee shall pay Lessor, on demand,
                    all costs and expenses incurred by Lessor in removing,
                    storing or disposing of any of Lessee's Equipment. Lessee
                    shall immediately repair at Lessee's expense all damage to
                    the Demised Premises caused by any removal of Lessee's
                    Equipment therefrom, whether effected by Lessee or by any
                    other person. Lessor shall not be responsible for any loss
                    or damage to Lessee's Equipment. The ownership of Occupancy
                    Tenants' Equipment shall be governed by the terms of the
                    applicable Occupancy Lease.


                         24. Security Deposit

                         Lessee has deposited with Lessor the sum of four
                    thousand dollars ($4,000.00) as security for the full and
                    faithful observance and performance by Lessee of the terms,
                    covenants and conditions of this Lease. If Lessee defaults
                    in the observance or performance of any term, covenant or
                    condition of this Lease, including without limitation the
                    payment of Rent, Lessor may use, apply or retain the whole
                    or any part of the security so deposited to the extent
                    required for the payment of any Rent or any other sum as to
                    which Lessee is in default or for any sum which Lessor may
                    expend or may be required to expend by reason of Lessee's
                    default, including without limitation any damages or
                    deficiency accrued before or after summary proceedings or
                    other reentry by Lessor. If Lessee shall fully and
                    faithfully observe and perform all of the terms, covenants
                    and conditions of this Lease, the security, without
                    interest, shall be returned to Lessee after the end of the
                    Lease Term and after delivery of entire possession of the
                    Demised Premises to Lessor.

                         In the event of a sale, transfer or leasing of the
                    Demised Premises by Lessor, Lessor shall have the right to
                    transfer the security to the vendee, transferee or lessee,
                    and Lessor thereupon shall be released by Lessee from all
                    liability for the return of such security. Lessee agrees to
                    look solely to such new owner or landlord for the return of
                    said security. The provisions of this paragraph shall apply
                    to every

                                        7
<PAGE>

                    transfer or assignment of the security to a new owner or
                    landlord. Lessee shall not assign or encumber or attempt to
                    assign or encumber the security, and neither Lessor nor the
                    successors or assigns of Lessee shall be bound by any such
                    assignment, encumbrance, or attempted assignment or
                    encumbrance.

                         If Lessor applies or retains all or any portion of the
                    security, Lessee on demand shall pay to Lessor the amount so
                    applied or retained which shall be added to the security so
                    that the same shall be replenished to its former amount and
                    so that at all times the amount deposited shall be
                    $4,000.00.


                         25. Survival of Lessee's Obligations and Damages

                         No expiration or termination of the Lease Term pursuant
                    to this Lease, by operation of law or otherwise (except as
                    expressly provided herein), and no repossession of the
                    Demised Premises or any part thereof pursuant to this Lease
                    or otherwise, shall relieve Lessee of Lessee's obligations
                    or liabilities hereunder, all of which shall survive such
                    expiration, termination or repossession.

                         In the event of any such expiration, termination or
                    repossession, Lessee shall pay to Lessor all Rent up to the
                    time of such expiration, termination or repossession,
                    together with all costs and expenses incurred by Lessor in
                    connection with such termination or repossession including
                    attorneys' fees, and thereafter Lessee, until the end of
                    what would have been the Lease Term in the absence of such
                    expiration, termination or repossession, and whether or not
                    the Demised Premises or any part thereof shall have been
                    relet, shall be liable to Lessor for, and shall pay to
                    Lessor, as liquidated and agreed and current damages for
                    Lessee's default, (a) all Rent which would be payable under
                    this Lease by Lessee in the absence of such expiration,
                    termination or repossession, less (b) all net rents
                    collected by Lessor from the tenants or subtenants of the
                    Demised Premises, if any, and the net proceeds, if any, of
                    any reletting affected for the account of Lessee pursuant to
                    Article 21 after deducting from such proceeds all Lessor's
                    expenses in connection with such reletting and other sums
                    owed Lessor, including without limitation all repossession
                    costs, brokerage commissions, legal and accounting expenses,
                    attorneys' fees, employees' expenses, promotional expenses,
                    reasonable alteration costs, and expenses of preparation for
                    such reletting. Lessee shall pay such current damages
                    monthly on the Rent Payment Dates applicable in the absence
                    of such expiration, termination or repossession, and Lessor
                    shall be entitled to recover the same from Lessee on each
                    such date.

                         At any time after such expiration, termination or
                    repossession, whether or not Lessor shall have collected any
                    current damages as aforesaid, Lessor shall be entitled to
                    recover from Lessee, and Lessee shall pay to Lessor on
                    demand, as and for liquidated and agreed final damages for
                    Lessee's default and in lieu of all current damages beyond
                    the date of such demand, an amount equal to the excess, if
                    any, of (a) all Rent which would be payable under this Lease
                    from the date of such demand (or, if it be earlier, the date
                    to which Lessee shall have satisfied in full Lessee's
                    obligation under the preceding paragraph of this Article 25
                    to pay current damages) until what would be the then
                    unexpired Lease Term in the absence of such expiration,
                    termination or repossession, over (b) the then fair net
                    rental value of the Demised Premises for the same period.
                    Upon the payment of such final damages, this Lease, if not
                    already terminated, shall be deemed terminated. If any
                    statute or rule of law shall validly limit the amount of
                    such liquidated final damages to less than the amount above
                    agreed upon, Lessor shall be entitled to the maximum amount
                    allowable under such statute or rule of law.


                         26. Injunction

                         Lessor, in addition to all other rights, powers and
                    remedies and notwithstanding the concurrent pendency of
                    summary or other dispossess proceedings, at Lessor's option,
                    shall have the right at all times during the Lease Term to
                    restrain by injunction any violation or attempted violation
                    by Lessee of any of the terms, covenants or conditions of
                    this Lease, and to enforce by injunction any of such terms,
                    covenants or conditions.


                         27. Waivers

                         To the extent permitted by law, Lessee waives: any
                    notice of reentry or of the institution of legal proceedings
                    to that end; any right of redemption, reentry or
                    repossession; any right to trial by jury in any action or
                    proceeding or in any matter in any way connected with this
                    Lease or the Demised Premises; and the benefit of any laws
                    now or hereafter in force exempting property for rent or for
                    debt.

                         No failure by Lessor or Lessee to insist upon the
                    strict performance of and compliance with any term, covenant
                    or condition hereof or to exercise or enforce any right,
                    power or remedy con sequent upon a breach thereof, and no
                    submission by Lessee or acceptance by Lessor of full or
                    partial Rent during the continuance of any such breach,
                    shall constitute a waiver of any such breach or of any such
                    term, covenant or condition. No waiver of any breach of any
                    term, covenant or condition of this Lease shall

                                        8
<PAGE>

                    affect or alter this Lease, which shall continue in full
                    force and effect, or the respective rights, powers or
                    remedies of Lessor or Lessee with respect to any other then
                    existing or subsequent breach.


                         28. Lessor's Remedies Cumulative

                         All of the rights, powers and remedies of Lessor
                    provided for in this Lease or now or hereafter existing at
                    law or in equity, or by statute or otherwise, shall be
                    deemed to be separate, distinct, cumulative and concurrent.
                    No one or more of such rights, powers or remedies, nor any
                    mention of reference to any one or more of them in this
                    Lease, shall be deemed to be in the exclusion of, or a
                    waiver of, any other rights, powers or remedies provided for
                    in this Lease, or now or hereafter existing at law or in
                    equity, or by statute or otherwise. The exercise or
                    enforcement by Lessor of any one or more of such rights,
                    powers or remedies shall not preclude the simultaneous or
                    later exercise or enforcement by Lessor of any or all of
                    such other rights, powers or remedies.


                         29. Assignment, Subletting and Mortgages

                         Lessee expressly covenants that Lessee shall not
                    voluntarily or involuntarily assign, encumber, mortgage or
                    otherwise transfer this Lease, or sublet the Demised
                    Premises or any part thereof, or suffer or permit the
                    Demised Premises or any part thereof to be used or occupied
                    by others, by operation of law or otherwise, without the
                    prior written consent of Lessor in each instance. Absent
                    such consent, any act or instrument purporting to do any of
                    the foregoing shall be null and void.

                         If this Lease is assigned, whether or not in violation
                    of the terms of this Article 29, Lessor may collect Rent
                    from the assignee. If the Demised Premises or any part
                    thereof are sublet or occupied by anybody other than Lessee,
                    Lessor, after any default by Lessee, may collect rent from
                    the subtenant or occupant, and apply the net amount
                    collected to the Rent due hereunder. Such collection of rent
                    by Lessor shall not be deemed a waiver of the provisions
                    hereof, the acceptance of the assignee, subtenant or
                    occupant as a tenant, or a release of Lessee from the
                    further observance and performance by Lessee of the terms,
                    covenants and conditions of this Lease.

                         The consent by Lessor to an assignment, encumbrance,
                    transfer or subletting shall not in any way be deemed
                    consent to any further assignment, encumbrance, transfer or
                    subletting. In no event shall any permitted sublessee assign
                    or encumber its sublease or further sublet all or any
                    portion of its sublet space, or otherwise suffer or permit
                    the sublet space or any part thereof to be used or occupied
                    by others, without the prior written consent of Lessor in
                    each instance, and each permitted sublease shall so provide
                    in its terms.

                         If Lessee requests Lessor's consent to a specific
                    assignment or subletting, Lessee shall first submit to
                    Lessor in writing: the name and address of the proposed
                    assignee or sublessee; a coun terpart of the proposed
                    agreement of assignment or sublease and all other
                    instruments or agreements pertaining thereto; such
                    information as to the nature and character of the business
                    of the proposed assignee or sublessee and as to the nature
                    of its proposed use of the space, as Lessor reasonably may
                    request; banking, financial or other credit information
                    relating to the proposed assignee or sublessee sufficient to
                    enable Lessor to determine the financial responsibility and
                    character of the proposed assignee or sublessee; and a
                    statement of all sums or other consideration paid or to be
                    paid to Lessee by or for the account of the assignee or
                    sublessee for or in connection with such assignment or
                    sublease, including without limitation sums paid or to be
                    paid for the sale or rental of Lessee's fixtures, leasehold
                    improvements, equipment, furniture, furnishings or other
                    personal property.

                         Any such consent of Lessor shall be subject to the
                    terms of this Lease and conditional upon there being no
                    default by Lessee, beyond any grace period, under any term,
                    covenant or condition of this Lease at the time that
                    Lessor's consent is requested and on the date of the
                    commencement of the term of any such proposed sublease or
                    the effective date of any such proposed assignment.

                         Upon receiving Lessor's written consent, a duly
                    executed copy of the sublease or assignment shall be
                    delivered to Lessor within thirty days after execution
                    thereof. Any such sublease shall provide that the sublessee
                    shall comply with all applicable terms, covenants and
                    conditions of this Lease to be observed or performed by
                    Lessee hereunder. Any such assignment shall contain an
                    assumption by the assignee of all of the terms, covenants
                    and conditions of this Lease to be observed or performed by
                    Lessee.

                         The transfer of a majority of the issued and
                    outstanding capital stock of any corporate tenant or
                    subtenant of this Lease or of a majority of the total
                    interest in any partnership tenant or subtenant, however
                    accomplished, and whether in a single transaction or in a
                    series of related or unrelated transactions, shall be deemed
                    an assignment of this Lease or of such sublease. The
                    transfer of outstanding capital stock of any corporate
                    tenant or subtenant, for purposes of this Article 29, shall
                    not include a sale

                                        9
<PAGE>

                    of such stock by persons other than those deemed "insiders"
                    within the meaning of the Securities Exchange Act of 1934 as
                    amended, effected through any "over the counter" market or
                    recognized stock exchange.


                         30. Subordination and Attornment

                         This Lease, and all rights of Lessee hereunder, are and
                    shall be subject and subordinate in all respects to all
                    mortgages which may now or hereafter affect the Demised
                    Premises, whether or not such mortgages shall also cover
                    other lands or buildings, to each and every advance made or
                    hereafter to be made under such mortgages and to all
                    renewals, modifications, replacements, spreaders,
                    consolidations and extensions of such mortgages. In the
                    event of any sale of the Demised Premises in a foreclosure
                    of any such mortgage or the exercise by the holder of any
                    such mortgages of any other remedies provided for by law or
                    in such mortgage, Lessee, upon written request of the holder
                    of the mortgage or the purchaser at such foreclosure or any
                    person succeeding to the interest of the holder of the
                    mortgage, shall attorn to such holder, purchaser or
                    successor in interest, as the case may be, without change in
                    the terms, covenants or conditions of this Lease. If such a
                    request is made, this Lease shall not be deemed to be
                    terminated by any foreclosure proceedings or other remedies
                    for the enforcement of the mortgage by such holder,
                    purchaser or successor in interest. The provisions of this
                    Article 30 shall be self-operative and no further instrument
                    of subordination and/or attornment shall be required. In
                    confirmation of such subordination and/or attornment, Lessee
                    promptly shall execute and deliver at Lessee's expense any
                    instrument that Lessor or the holder of any such mortgage
                    may reasonably request to evidence such subordination and/or
                    attornment; and Lessee hereby irrevocably constitutes and
                    appoints Lessor as Lessee's attorney-in-fact, coupled with
                    an interest, to execute, acknowledge and deliver any such
                    instruments for and on behalf of Lessee.


                         31. Entry by Lessor

                         Lessor and the authorized representatives of Lessor
                    shall have the right to enter the Demised Premises at all
                    reasonable times for the purpose of inspecting the same or
                    for the purpose of doing any work permitted to be done by
                    Lessor under this Lease, and to take all such actions
                    thereon as may be necessary or appropriate for any other
                    purpose. Nothing contained in this Lease shall create or
                    imply any duty on the part of Lessor to make any such
                    inspection or do any such act. Lessor and representatives of
                    Lessor shall have the right to enter the Demised Premises at
                    all reasonable times for the purpose of showing the Demised
                    Premises to prospective purchasers or mortgagees, and at any
                    time during the twelve month period preceding the expiration
                    or termination of this Lease for the purpose of showing the
                    same to prospective tenants, and within said period to
                    display on the Demised Premises advertisements for sale or
                    letting if such advertisements do not interfere unreasonably
                    with the business then conducted on the De mised Premises.
                    No such entry shall constitute an eviction of Lessee.


                         32. Conveyance by Lessor

                         If the original or any successor Lessor shall convey or
                    otherwise dispose of the Demised Premises and Improvements,
                    Lessor shall thereupon be released from all obligations and
                    liabilities of Lessor under this Lease (except those
                    accruing prior to such conveyance or other disposition), and
                    such obligations and liabilities shall be binding solely on
                    the then Lessor of the Demised Premises and Improvements.

                         In any action brought to enforce the obligations or
                    liabilities of Lessor under this Lease, any judgment or
                    decree shall be enforceable against Lessor only to the
                    extent of Lessor's interest in the Demised Premises and
                    Improvements, and no such judgment shall be the basis of
                    execution on, or be a lien on, assets of Lessor other that
                    Lessor's interest in the Demised Premises and Improvements.


                         33. No Merger of Title

                         There shall be no merger of the leasehold estate
                    created by this Lease with the fee estate in the Demised
                    Premises by reason of the fact that the same person may own
                    or hold (a) the leasehold estate created by this Lease or
                    any interest therein, and (b) the fee estate in the Demised
                    Premises or any interest in such fee estate. No such merger
                    shall occur unless and until all persons having any interest
                    in the leasehold estate created by this Lease, and in the
                    fee estate in the Demised Premises, shall join in a written
                    instrument effecting such merger and shall duly record the
                    same.


                         34. Acceptance of Surrender

                         No modification, termination or surrender of this Lease
                    or surrender of the Demised Premises or any part thereof or
                    of any interest therein by Lessee shall be valid or
                    effective unless agreed to and accepted in writing by
                    Lessor, and no act by any representative or agent of Lessor,
                    other than such a written agreement and acceptance, shall
                    constitute an acceptance thereof.

                                       10
<PAGE>

                         35. End of Lease Term

                         Upon the expiration or termination of the Lease Term,
                    Lessee shall quit, surrender and deliver to Lessor the
                    Demised Premises with the Improvements thereon in good order
                    and condition, ordinary wear and tear excepted, and shall
                    remove all Lessee's Equipment therefrom.


                         36. Brokerage

                         Lessor and Lessee each represents and warrants to the
                    other that such party has not dealt with any broker or
                    finder in connection with the Demised Premises or this
                    Lease. Lessor and Lessee each agrees to indemnify and hold
                    the other harmless from and against any and all commission,
                    liability, claim, loss, damage or expense, including
                    reasonable attorneys' fees, arising from any claims for
                    brokerage or any other fee or commission by any person with
                    whom such party has dealt.


                         37. Definitions

                         As used in this Lease, the following terms have the
                    following respective meanings:

                    "default" -- any condition or event which constitutes, or
                    which after notice or lapse of time or both would
                    constitute, an Event of Default.

                    "Demised Premises" -- as defined in Article 1.

                    "Event of Default" -- as defined in Article 19.

                    "Fixed Rent" -- as defined in Article 2.

                    "Impositions" -- all taxes, assessments (including without
                    limitation all assessments for public improvements or
                    benefits, whether or not commenced or completed prior to the
                    date hereof and whether or not to be completed within the
                    Lease Term), ground rents, water and sewer rents and
                    charges, charges for public utilities, excises, levies,
                    license fees, permit fees, inspection fees and other
                    authorization fees and other charges of every nature and
                    kind whatsoever (including all interest and penalties
                    thereon), in each case, whether general or special, ordinary
                    or extraordinary, foreseen or unforeseen, of every
                    character, which at any time during or in respect of the
                    Lease Term may be assessed, levied, charged, confirmed or
                    imposed on or in respect of or be a lien upon (a) the
                    Demised Premises or any part thereof or any rent therefrom
                    or any estate, right or interest therein, or (b) any
                    occupancy, use or possession of or activity conducted on the
                    Demised Premises or any part thereof. The term "Impositions"
                    shall exclude, however, any income taxes assessed against
                    Lessor, franchise, estate, inheritance or transfer taxes of
                    Lessor, or any tax or charge in replacement or substitution
                    of the foregoing or of a similar character; provided,
                    however, that if at any time during the Lease Term the then
                    prevailing method of taxation or assessment shall be changed
                    so that the whole or any part of the Impositions theretofore
                    payable by Lessee as above provided, shall instead be
                    levied, charged, assessed or imposed whole or partially on
                    the rents received by Lessor from the Demised Premises, or
                    shall otherwise be imposed against Lessor in the form of a
                    franchise tax or otherwise, then Lessee shall pay the same
                    (and the same shall be deemed Impositions) at least twenty
                    days prior to the last day upon which the same may be paid
                    without interest or penalty for the late payment thereof.

                    "Improvements" -- as defined in Article 1.

                    "Insurance Requirements" -- all terms of any insurance
                    policy covering or applicable to the Demised Premises or any
                    part thereof, all requirements of the issuer of any such
                    policy, and all orders, rules, regulations and other
                    requirements of the National Board of Fire Underwriters, or
                    its successor or any other body exercising similar
                    functions, applicable to or affecting the Demised Premises
                    or any part thereof or any use or condition of the Demised
                    Premises or any part thereof.

                    "Land" -- as defined in Article 1.

                    "Lease" -- this Lease, as at the time amended, modified or
                    supplemented.

                    "Lease Term" -- as defined in Article 1, as the same may be
                    extended or renewed.


                                       11
<PAGE>

                    "Legal Requirements" -- all laws, statutes, codes, acts,
                    ordinances, orders, judgments, decrees, injunctions, rules,
                    regulations, permits, licenses, authorizations, directions
                    and requirements of all governments, departments,
                    commissions, boards, courts, authorities, agencies,
                    officials and officers, foreseen or unforeseen, ordinary or
                    extraordinary, which now or at any time hereafter may be
                    applicable to the Demised Premises or any part thereof, or
                    the Improvements now or hereafter located thereon, or the
                    facilities or equipment therein, or any of the adjoining
                    sidewalks, curbs, vaults or vault space, if any, streets or
                    ways, or the appurtenances to the Demised Premises or the
                    franchises and privileges connected therewith, or any use or
                    condition of the Demised Premises or any part thereof. Legal
                    Requirements shall include the Comprehensive Environmental
                    Response Compensation and Liability Act, 42 U.S.C. Section
                    9601 et seq., the Resource Conservation and Recovery Act, 42
                    U.S.C. Section 6901 et seq., and all other applicable
                    environmental laws and regulations, and all requirements to
                    be complied with pursuant to any certificate of occupancy
                    affecting the Demised Premises.

                    "Lessee's Equipment" -- all fixtures, machinery, apparatus,
                    furniture, furnishings and other equipment and all temporary
                    or auxiliary structures installed by or at the request of
                    Lessee or any Occupancy Tenant, if any, in or about the
                    Demised Premises or any part thereof, which (a) are not used
                    and are not procured for use, in whole or in part, in
                    connection with the operation, maintenance or protection of
                    the Demised Premises, and (b) are removable without damage
                    to the Demised Premises.

                    "Occupancy Lease" -- any lease of any space constituting
                    part of the Demised Premises.

                    "Occupancy Tenant" -- any tenant or occupant under any
                    Occupancy Lease.

                    "Occupancy Tenants' Equipment" -- all Lessee's Equipment
                    which under the terms of any Occupancy Lease or otherwise is
                    the property of an Occupancy Tenant.

                    "person" -- an individual, a corporation, an association, a
                    partnership, a joint venture, an organization, or other
                    business entity, or a governmental or political unit or
                    agency.

                    "Rent Payment Date" -- as defined in Article 2.

                    "Restoration" -- all restorations, replacements,
                    rebuildings, alterations, additions, temporary repairs and
                    property protection to be performed in connection with a
                    Taking of the Demised Premises or the damage to or
                    destruction of the Demised Premises.

                    "Taking" -- a taking during the Lease Term of all or any
                    part of the Demised Premises, or any leasehold or other
                    interest therein or right accruing thereto, as the result of
                    the exercise of the right of condemnation or eminent domain
                    or a sale in lieu or in anticipation of such exercise or a
                    change or grade affecting the Demised Premises or any part
                    thereof.

                    "Total Taking" -- as defined in Article 16.

                    "Unavoidable Delays" -- delays due to strikes, acts of God,
                    governmental restrictions, enemy action, riot, civil
                    commotion, fire, unavoidable casualty or other causes beyond
                    the control of Lessee, provided that no delay shall be
                    deemed an Unavoidable Delay if the Demised Premises or any
                    part thereof or interest therein or any Rent would be in any
                    danger of being sold, forfeited, lost or interfered with, or
                    if any Occupancy Tenant, Lessor or Lessee would be in danger
                    of incurring any civil or criminal liability for failure to
                    perform the required act. Lack of funds shall not be deemed
                    a cause beyond the control of Lessee.


                         38. Notices

                         All notices, demands, elections and other
                    communications desired or required to be delivered or given
                    under this Lease shall be in writing, and shall be deemed to
                    have been delivered and given when delivered by hand, or on
                    the third business day after the same have been mailed by
                    first class registered or certified mail, return receipt
                    requested, postage prepaid, enclosed in a securely sealed
                    envelop addressed to the party to which the same is to be
                    delivered or given at such party's address as set forth in
                    this Lease or at such other address as said party shall have
                    designated in writing in accordance with this Article 38.



                                       12
<PAGE>

                         39. Miscellaneous

                         All rights, powers and remedies provided herein may be
                    exercised only to the extent that the exercise thereof does
                    not violate any applicable law, and are intended to be
                    limited to the extent necessary so that they will not render
                    this Lease invalid, unenforceable or not entitled to be
                    recorded under any applicable law. If any term, covenant or
                    condition of this Lease shall be held to be invalid, illegal
                    or unenforceable, the validity of the other terms, covenants
                    and conditions of this Lease shall in no way be affected
                    thereby.

                         The headings in this Lease are for purposes of
                    reference only and shall not limit or define the meaning
                    hereof.

                         This Lease may be changed or modified only by an
                    instrument in writing signed by the party against which
                    enforcement of such change or modification is sought.

                         Subject to Articles 29 and 32, this Lease shall be
                    binding upon and inure to the benefit of and be enforceable
                    by the respective successors and assigns of the parties
                    hereto.

                         IN WITNESS WHEREOF, Lessor and Lessee have executed
                    this Lease as of the date first above written.


                                    LESSOR:  CATALYST OPERATIONS, INC.



                                             By  /s/
                                                ----------------------------
                                                Steven N. Bronson, President



                                    LESSEE:  4networld.com, Inc.


                                             By  /s/
                                                ----------------------------
                                                Steven N. Bronson, President




                                    EXHIBIT A

                              The Demised Premises



                         A portion, but no less than fifty percent (50%), of the
                    leasable space known as 10 South Street, Suite 202,
                    Ridgefield, Connecticut 06877, which is more fully described
                    in Master Lease.










                                       13
<PAGE>



                   ===========================================



                                    SUB-LEASE


                             dated January 30, 2001

                                     between

                            Catalyst Operations, Inc.

                                     Lessor

                                       and

                               4networld.com, Inc.

                                     Lessee



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