STANDARD FORM OF LOFT LEASE
                    THE REAL ESTATE BOARD OF NEW YORK, INC.

AGREEMENT OF LEASE, made as of this THIRD day of APRIL 1998,  between E.K. TRUST
1/15/72  AND THE ELIKAL  FAMILY  TRUST  FAMILY  TRUST D/B/A ELK  INVESTORS,  641
LEXINGTON AVENUE, NEW YORK, NY 10022

party of the first part, hereinafter referred to as OWNER, and
You Network  Corporation,  currently  having an office at 220 East 23rd  Street,
Suite 1007, New York, NY 10010

party of the second part,  hereinafter  referred to as TENANT.

WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner

PART OF THE SIXTH FLOOR CURRENTLY KNOWN AS SUITE 607 (AS SUBSTANTIALLY INDICATED
ON THE ATTACHED PLAN, WHICH IS ANNEXED HERETO AND MADE A PART HEREOF AS "EXHIBIT
A").

in the building known as  220 EAST 23RD STREET

in the Borough of MANHATTAN , City of New York, for the term of FIVE (5) YEARS

(or until such term shall  sooner cease and expire as  hereinafter  provided) to
commence on the *See Article 42*

day of    nineteen hundred and      , and to end on the    day of       and

both dates  inclusive,  at an annual rental rate of  *See Article 44

which Tenant  agrees to pay in lawful money of the United  States which shall be
legal tender in payment of all debts and dues,  public and private,  at the time
of payment,  in equal monthly  installments  in advance on the first day of each
month during said term,  at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first monthly  installment(s) on the execution hereof (unless this lease
be a renewal).

     In the  event  that,  at the  commencement  of the term of this  lease,  or
thereafter,  Tenant shall be in default in the payment of rent to Owner pursuant
to the  terms of  another  lease  with  Owner  or with  Owner's  predecessor  in
interest,  Owner may at  Owner's  option  and  without  notice to Tenant add the
amount of such arrears to any monthly  installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.

     The parties hereto, for themselves,  their heirs, distributees,  executors,
administrators,  legal representatives,  successors and assigns, hereby covenant
as follows:

Rent:          1.  Tenant  shall  pay  the  rent  as  above  and as  hereinafter
provided.

Occupancy:     2. Tenant shall use and occupy  demised  premises for General and
Executive Offices Only

provided such use is in  accordance  with the  certificate  of occupancy for the
building, if any, and for no other purpose.

ALTERATIONS:   3. Tenant shall make no changes in or to the demised  premises of
any nature  without  Owner's  prior  written  consent.  [1] Subject to the prior
written  consent of Owner,  and to the  provisions of this article,  Tenant,  at
Tenant's expense, may make alterations, installations, additions or improvements
which are nonstructural and which do not affect utility services or plumbing and
electrical  lines,  in  or  to  the  interior  of  the  demised  premises  using
contractors or mechanics first approved in each instance by Owner. Tenant shall,
at its expense,  before  making any  alterations,  additions,  installations  or
improvements  obtain all  permits,  approval  and  certificates  required by any
governmental or quasi-governmental  bodies and (upon completion) certificates of
final  approval  thereof  and  shall  deliver  promptly  duplicates  of all such
permits,  approvals and  certificates to Owner.  Tenant agrees to carry and will
cause  Tenant's   contractors  and   sub-contractors  to  carry  such  workman's
compensation, general liability, personal and property damage insurance as Owner
may require.  If any mechanic's lien is filed against the demised  premises,  or
the building of which the same forms a part,  for work claimed to have been done
for, or materials  furnished  to,  Tenant,  whether or not done pursuant to this
article, the same shall be discharged by Tenant within thirty days thereafter at
Tenant's  expense,  by payment or filing the bond  required by law or otherwise.
All  fixtures and all  paneling,  partitions,  railings and like  installations,
installed in the premises at any time,  either by Tenant or by Owner on Tenant's
behalf, shall, upon installation,  become the property of Owner and shall remain
upon and be surrendered  with the demised  premises  unless Owner,  by notice to
Tenant no later than twenty days prior to the date fixed as the  termination  of
this lease,  elects to relinquish Owner's right thereto and to have them removed
by Tenant, in which event the same shall be removed from the demised premises by
Tenant prior to the  expiration of the lease,  at Tenant's  expense.  Nothing in
this Article  shall be  construed to give Owner title to or to prevent  Tenant's
removal of trade  fixtures,  moveable office  furniture and equipment,  but upon
removal of any such from the premises or upon removal of other  installations as
may be required by Owner,  Tenant  shall  immediately  and at its  expense,  [2]
repair and restore the premises to the condition  existing prior to installation
and  repair any  damage to the  demised  premises  or the  building  due to such
removal.  [3] All property  permitted or required to be removed by Tenant at the
end of the term remaining in the premises after Tenant's removal shall be deemed
abandoned  and may,  at the  election  of Owner,  either be  retained as Owner's
property or removed from the premises by Owner, at Tenant's expense.

REPAIRS:       4. Owner shall maintain and repair the exterior of and the public
portions of the building.  Tenant shall,  (4) throughout the term of this lease,
take good care of the demised  premises  including  the  bathrooms  and lavatory
facilities (if the demised premises  encompass the entire floor of the building)
and the windows and window  frames and, the fixtures and  appurtenances  therein
and [4] at Tenant's sole cost and expense  promptly make all repairs thereto and
to the building,  whether  structural or non-structural in nature,  caused by or
resulting  from the  carelessness,  omission,  neglect  or  improper  conduct of
Tenant. Tenant's servants, employees, invitees, or licensees, and whether or not
arising from such Tenant conduct or omission,  when required by other provisions
of this lease,  including  Article 6. Tenant shall also repair all damage to the
building  and the demised  premises  caused by the moving of Tenant's  fixtures,
furniture or equipment.  All the aforesaid  repairs shall be of quality or class
equal to the original  work or  construction.  If Tenant  fails,  after ten days
notice,  to proceed with due  diligence  to make repairs  required to be made by
Tenant,  the same may be made by the Owner at the  expense  of  Tenant,  and the
expenses  thereof  incurred by Owner shall be collectible,  as additional  rent,
after rendition of a bill or statement  therefor.  If the demised premises be or
become infested with vermin, [5] Tenant shall, at its expense, cause the same to
be  exterminated.  Tenant  shall  give  Owner  prompt  notice  of any  defective
condition [6] in any [7] plumbing, heating system or electrical lines located in
the demised premises and following such notice, Owner shall remedy the condition
with due diligence, but at the expense of Tenant, if repairs are necessitated by
damage or injury attributable to Tenant. Tenant's servants,  agents,  employees,
invitees or licensees as aforesaid. Except as specifically provided in Article 9
or  elsewhere  in this lease,  there shall be no  allowance  to the Tenant for a
diminution  of rental  value and no  liability on the part of Owner by reason of
inconvenience,  annoyance or injury to business  arising  from Owner.  Tenant or
others  making  of  failing  to make  any  repairs,  alterations,  additions  or
improvements in or to any portion of the building or the demised  premises or in
and to the fixtures,  appurtenances  or equipment  thereof.  It is  specifically
agreed that Tenant  shall not be entitled to any set off or reduction of rent by
reason of any failure of Owner to comply with the covenants of this or any other
article of this lease.  Tenant  agrees that  Tenant's sole remedy at law in such
instance  will be by way of any action for damages for breach of  contract.  The
provisions  of this  Article 4 with  respect to the making of repairs  shall not
apply in the case of fire or other  casualty  with  regard  to which  Article  9
hereof shall apply.

WINDOW         5. Tenant will not clean nor require, permit, suffer or allow any
CLEANING:      window in the demised  premises to be cleaned from the outside in
violation of Section 202 of the New York State Labor Law or any other applicable
law or of the Rules of the Board of Standards and Appeals, or of any other Board
or body having or asserting jurisdiction.

REQUIREMENTS   6. Prior to the commencement of the lease term, if Tenant is then
OF  LAW,       in  possession,  and at all times  thereafter  Tenant  shall,  at
FIRE           Tenant's sole cost and expense,  promptly comply with all present
INSURANCE:     and future laws,  orders and  regulations of all state,  federal,
municipal and local  governments,  departments,  commissions  and boards and any
direction  of any public  officer  pursuant to law,  and all  orders,  rules and
regulations  of the New  York  Board  of  Fire  Underwriters,  or the  Insurance
Services Office, or any similar body which shall impose any violation,  order or
duty upon Owner or Tenant with respect to the demised  premises,  whether or not
arising out of Tenant's  use or manner of use  thereof,  or, with respect to the
building,  if  arising  out of  Tenant's  use or  manner  of use of the  demised
premises of the building  (including the use permitted under the lease).  Except
as provided in Article 30 thereof,  nothing  herein shall require Tenant to make
structural repairs or alterations unless Tenant has, by its manner of use of the
demised  premises  or method  of  operation  therein,  violated  any such  laws,
ordinances,  orders,  rules,  regulations or requirements  with respect thereto.
Tenant shall not do or


<PAGE>

permit  any act or  thing  to be done in or to the  demised  premises  which  is
contrary  to law,  or  which  will  invalidate  or be in  conflict  with  public
liability, fire or other policies of insurance at any time carried by or for the
benefit of Owner.  Tenant shall not keep anything in the demised premises except
as  now  or  hereafter   permitted  by  the  Fire  Department,   Board  of  Fire
Underwriters,  Fire Insurance  Rating  Organization  and other authority  having
jurisdiction,  and  then  only in such  manner  and such  quantity  so as not to
increase the rate for fire  insurance  applicable to the  building,  nor use the
premises in a manner which will increase the insurance  rate for the building or
any property  located  therein over that in effect prior to the  commencement of
Tenant's  occupancy.  If by reason of failure to comply with the  foregoing  the
fire  insurance  rate  shall,  at the  beginning  of this  lease  or at any time
thereafter,  be higher than it otherwise  would be, then Tenant shall  reimburse
Owner,  as additional  rent  hereunder,  for that portion of all fire  insurance
premiums  thereafter paid by Owner which shall have been charged because of such
failure by  Tenant.  In any action or  proceeding  wherein  Owner and Tenant are
parties,  a schedule or "make-up"  or rate for the building or demised  premises
issued by a body making fire insurance  rates  applicable to said premises shall
be conclusive  evidence of the facts therein stated and of the several items and
charges in the fire insurance  rates then  applicable to said  premises.  Tenant
shall  not place a load upon any floor of the  demised  premises  exceeding  the
floor load per  square  foot area  which it was  designed  to carry and which is
allowed by law. Owner reserves the right to prescribe the weight and position of
all safes, business machines and mechanical equipment.  Such installations shall
be placed and maintained by Tenant, at Tenant's expense, in settings sufficient,
in Owner's judgement, to absorb and prevent vibration, noise and annoyance.

SUBORDINATION: 7.  This  lease is  subject  and  subordinate  to all  ground  or
underlying  leases and to all mortgages  which may now or hereafter  affect such
leases or the real  property  of which  demised  premises  are a part and to all
renewals, modifications, consolidations, replacements and extensions of any such
underlying  leases and  mortgages.  This clause shall be  self-operative  and no
further  instrument  or  subordination  shall  be  required  by  any  ground  or
underlying lessor or by any mortgagee,  affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall from time to time execute  promptly any certificate  that Owner may
request.

TENANT'S       8.  Owner or its  agents  shall not be liable  for any  damage to
LIABILITY      property of Tenant or of others  entrusted  to  employees  of the
INSURANCE      building,  nor for loss of or damage to any property of Tenant by
PROPERTY       theft or  otherwise,  nor for any  injury or damage to persons or
LOSS, DAMAGE,  property  resulting from any cause of whatsoever  nature,  unless
INDEMNITY:     caused by or due to the negligence of Owner, its agents, servants
or  employees;  Owner or its agents shall not be liable for any damage caused by
other tenants or persons in, upon or about said building or caused by operations
in connection of any private, public or quasi public work [8] if at any time any
windows of the demised premises are temporarily  closed,  darkened or bricked up
(or  permanently  closed,  darkened  or bricked  up, if required by law) for any
reason  whatsoever  including,  but not limited to Owner's own acts, Owner shall
not be liable for any damage Tenant may sustain  thereby and Tenant shall not be
entitled to any  compensation  therefor nor  abatement or diminution of rent nor
shall the same release Tenant from its  obligations  hereunder nor constitute an
eviction.  Tenant shall  indemnify and save harmless  Owner against and from all
liabilities,  obligations,  damages,  penalties,  claims, costs and expenses for
which  Owner  shall  not  be  reimbursed  by  insurance,   including  reasonable
attorney's fees, paid, suffered or incurred as a result of any breach by Tenant,
Tenant's agents, contractors, employees, invitees, or licensees, of any covenant
or condition of this lease, or the carelessness,  negligence or improper conduct
of the Tenant, Tenant's agents,  contractors,  employees,  invitees or licensees
(8).  Tenant's  liability  under this lease extends to the acts and omissions of
any sub-tenant, and any agent, contractor,  employee, invitee or licensee of any
sub-tenant.  In case any action or proceeding is brought against Owner by reason
of any such claim,  Tenant,  upon written  notice from Owner,  will, at Tenant's
expense, resist or defend such action or proceeding by counsel approved by Owner
in writing, such approval not to be unreasonably withheld.

DESTRUCTION,   9.  (a) If the  demised  premises  or any part  thereof  shall be
FIRE AND       damaged by fire or other  casualty,  Tenant shall give  immediate
OTHER          notice  thereof to Owner and this lease  shall  continue  in full
CASUALTY:      force and effect  except as  hereinafter  set  forth.  (b) If the
demised premises are partially damaged or rendered partially unusable by fire or
other  casualty,  the damages thereto shall be repaired by and at the expense of
Owner and the rent and other items of additional  rent,  until such repair shall
be  substantially  completed,  shall be  apportioned  from the day following the
casualty  according  to the part of the  premises  which is  usable.  (c) If the
demised  premises  are totally  damaged or rendered  wholly  unusable by fire or
other casualty,  then the rent and other items of additional rent as hereinafter
expressly provided shall be proportionately  paid up to the time of the casualty
and  thenceforth  shall cease until the date when the  premises  shall have been
repaired and restored by Owner (or sooner reoccupied in part by Tenant then rent
shall be apportioned  as provided in subsection  (b) above),  subject to Owner's
right to elect  not to  restore  the same as  hereinafter  provided.  (d) If the
demised  premises  are rendered  wholly  unusable or (whether or not the demised
premises  are damaged in whole or in part) if the  building  shall be so damaged
that Owner shall  decide to demolish it or to rebuild it,  then,  in any of such
events,  Owner may elect to  terminate  this lease by written  notice to Tenant,
given within 90 days after such fire or casualty, or 30 days after adjustment of
the insurance claim for such fire or casualty, whichever is sooner, specifying a
date for the expiration of the lease,  which date shall not be more than 60 days
after the giving of such notice,  and upon the date specified in such notice the
term of this lease shall expire as fully and completely as if such date were the
date set  forth  above  for the  termination  of this  lease  and  Tenant  shall
forthwith quit,  surrender and vacate the premises without prejudice however, to
Owner's rights and remedies  against Tenant under the lease provisions in effect
prior to such termination,  and any rent owing shall be paid up to such date and
any  payments  of rent  made by  Tenant  which  were on  account  of any  period
subsequent to such date shall be returned to Tenant.  Unless Owner shall serve a
termination  notice as  provided  for  herein,  Owner shall make the repairs and
restorations  under the  conditions of (b) and (c) hereof,  with all  reasonable
expedition,  subject to delays due to  adjustment  of  insurance  claims,  labor
troubles and causes beyond  Owner's  control.  After any such  casualty,  Tenant
shall  cooperate  with  Owner's  restoration  by removing  from the  premises as
promptly as  reasonably  possible,  all of Tenant's  salvageable  inventory  and
movable equipment,  furniture,  and other property.  Tenant's liability for rent
shall resume five (5) days after written notice from Owner that the premises are
substantially  ready for Tenant's occupancy.  (e) Nothing contained  hereinabove
shall relieve  Tenant from  liability  that may exist as a result of damage from
fire  or  other  casualty.  Notwithstanding  the  foregoing,  including  Owner's
obligation to restore under  subparagraph (b) above, each party shall look first
to any  insurance in its favor before  making any claim  against the other party
for recovery for loss or damage  resulting from fire or other  casualty,  and to
the extent that such  insurance  is in force and  collectible  and to the extent
permitted by law. Owner and Tenant each hereby  releases and waives all right of
recovery with respect to subparagraphs (b), (d) and (e) above, against the other
or any one  claiming  through  or under  each of them by way of  subrogation  or
otherwise.  The release and waiver herein referred to shall be deemed to include
any loss or damage to the  demised  premises  and/or to any  personal  property,
equipment trade fixtures,  goods and merchandise located therein.  The foregoing
release and waiver shall be in force only if both releasor's  insurance policies
contain a clause  providing  that such a release or waiver shall not  invalidate
the insurance.  If, and to the extent,  that such waiver can be obtained only by
the payment of additional  premiums,  then the party benefitting from the waiver
shall pay such premium  within ten days after written  demand or shall be deemed
to have agreed that the party obtaining  insurance coverage shall be free of any
further  obligation  under  the  provisions  hereof  with  respect  to waiver of
subrogation. Tenant acknowledges that Owner will not carry insurance on Tenant's
furniture  and or  furnishings  or any fixtures or equipment,  improvements,  or
appurtenances removable by Tenant and agrees that Owner will not be obligated to
repair any damage  thereto or replace  the same.  (f) Tenant  hereby  waives the
provisions  of  Section  227 of the  Real  Property  Law  and  agrees  that  the
provisions of this article shall govern and control in lieu thereof.

EMINENT        10. If the  whole or any part of the  demised  premises  shall be
DOMAIN:        acquired or condemned  by Eminent  Domain for any public or quasi
public use or  purpose,  then and in that  event,  the term of this lease  shall
cease and terminate from the date of title vesting in such proceeding and Tenant
shall have no claim for the value of any  unexpired  term of said lease.  Tenant
shall have the right to make an independent  claim to the  condemning  authority
for the value of Tenant's moving expenses and personal property,  trade fixtures
and equipment  provided Tenant is entitled pursuant to the terms of the lease to
remove such  property,  trade  fixtures and equipment at the end of the term and
provided further such claim does not reduce Owner's award.

ASSIGNMENT,    11.  Tenant,  for  itself,  its heirs,  distributees,  executors,
MORTGAGE,      administrators,  legal  representatives,  successors and assigns,
ETC.:          expressly  covenants  that  it  shall  not  assign,  mortgage  or
encumber this agreement,  nor underlet, or suffer or permit the demised premises
or any part thereof to be used by others,  without the prior written  consent of
Owner [9] in each instance. Transfer of the majority of the stock of a corporate
Tenant or the majority  partnership  interest of a  partnership  Tenant shall be
deemed an assignment.  If this lease be assigned,  or if the demised premises or
any part  thereof be underlet or occupied by anybody  other than  Tenant,  Owner
may, after default by Tenant,  collect rent from the assignee,  under-tenant  or
occupant, and apply the net amount collected to the rent herein reserved, but no
such assignment,  underletting, occupancy or collection shall be deemed a waiver
of this covenant, or the acceptance of the assignee,  undertenant or occupant as
tenant,  or a  release  of  Tenant  from the  further  performance  by Tenant of
covenants  on the part of Tenant  herein  contained.  The consent by Owner to an
assignment or underletting  shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or underletting.

ELECTRIC       12.  Rates and  conditions  in  respect  to  submetering  or rent
CURRENT:       inclusion,  as the  case may be,  to be  added in RIDER  attached
hereto.  Tenant  covenants  and  agrees  that at all times  its use of  electric
current shall not exceed the capacity of existing feeders to the building or the
risers or wiring  installation  and Tenant may not use any electrical  equipment
which,   in  Owner's   opinion,   reasonably   exercised,   will  overload  such
installations  or  interfere  with  the use  thereof  by  other  tenants  of the
building.  The change at any time of the character of electric  service shall in
no wise make Owner liable or  responsible  to Tenant,  for any loss,  damages or
expenses which Tenant may sustain. *See Article 58

ACCESS TO      13.  Owner or Owner's  agents shall have the right (but shall not
PREMISES:      be obligated)  to enter the demised  premises in any emergency at
any time, and, at other  reasonable  times, to examine the same and to make such
repairs,   replacements  and  improvements  as  Owner  may  deem  necessary  and
reasonably  desirable to any portion of the building or which Owner may elect to
perform in the premises  after  Tenant's  failure to make repairs or perform any
work which Tenant is obligated to perform  under this lease,  or for the purpose
of  complying  with  laws,  regulations  and other  directions  of  governmental
authorities. Tenant shall permit Owner to use and maintain and replace pipes and
conduits in and through the demised premises and to erect new pipes and conduits
therein  provided,  wherever  possible,  they  are  within  walls  or  otherwise
concealed.  Owner may, during the progress of any work in the demised  premises,
take all necessary  materials and equipment into said premises  without the same
constituting  an eviction  nor shall the Tenant be entitled to any  abatement of
rent  while  such work is in  progress  nor to any  damages by reason of loss or
interruption  of business or otherwise.  Throughout  the term hereof Owner shall
have the right to enter the demised premises at reasonable hours for the purpose
of showing the same to prospective purchasers or mortgagees of the building, and
during  the last six months of the term for the  purpose of showing  the same to
prospective tenants and may, during said six months period, place upon


<PAGE>

the demised  premises  the usual  notices "To Let" and "For Sale" which  notices
Tenant  shall permit to remain  thereon  without  molestation.  If Tenant is not
present to open and permit an entry into the demised premises,  Owner or Owner's
agents may enter the same whenever such entry may be necessary or permissible by
master key or forcibly  and provided  reasonable  care is exercised to safeguard
Tenant's  property,  such  entry  shall not render  Owner or its  agents  liable
therefor,  nor in any  event  shall  the  obligations  of  Tenant  hereunder  be
affected.  If during the last month of the term Tenant shall have removed all or
substantially all of Tenant's property  therefrom.  Owner may immediately enter,
alter,  renovate  or  redecorate  the demised  premises  without  limitation  or
abatement of rent,  or incurring  liability to Tenant for any  compensation  and
such act shall have no effect on this lease or Tenant's obligation hereunder.

VAULT,         14. No Vaults,  vault space or area,  whether or not  enclosed or
VAULT SPACE,   covered,  not within the property  line of the building is leased
AREA:          hereunder anything contained in or indicated on any sketch,  blue
or anything  contained  elsewhere in this lease to the  contrary  print or plan,
notwithstanding.  Owner  makes  no  representation  as to  the  location  of the
property line of the building. All vaults and vault space and all such areas not
within the property lines of the building,  which Tenant may be permitted to use
and/or occupy, is to be used and/or occupied under a revocable  license,  and if
any  such  license  be  revoked,  or if the  amount  of  such  space  or area be
diminished  or required by any federal,  state or municipal  authority or public
utility,  Owner  shall not be  subject  to any  liability  nor  shall  Tenant be
entitled to any  compensation or diminution or abatement of rent, nor shall such
revocation, diminution or requisition be deemed constructive or actual eviction.
Any tax, fee or charge of municipal  authorities for such vault or area shall be
paid by Tenant, if used by Tenant, whether or not specifically leased hereunder.

OCCUPANCY:     15.  Tenant  will  not at any  time  use or  occupy  the  demised
premises in violation of the certificate of occupancy issued for the building of
which the demised  premises are a part.  Tenant has  inspected  the premises and
accepts them as is, subject to the riders annexed hereto with respect to Owner's
work, if any. In any event, Owner makes no representation as to the condition of
the premises and Tenant agrees to accept the same subject to violations, whether
or not of record.  If any  governmental  license or permit shall be required for
the proper and lawful conduct of Tenant's business,  Tenant shall be responsible
for and shall procure and maintain such license or permit.

BANKRUPTCY:    16.  (a)  Anything  elsewhere  in  this  lease  to  the  contrary
notwithstanding,  this lease may be  cancelled  by Owner by sending of a written
notice to Tenant within a reasonable time after the happening of any one or more
of the following  events:  (1) the commencement of a case in bankruptcy or under
the laws of any state naming  Tenant as the debtor;  or (2) the making by Tenant
of an assignment or any other arrangement for the benefit of creditors under any
state statute.  Neither Tenant nor any person claiming  through or under Tenant,
or by reason of any statute or order of court,  shall  thereafter be entitled to
possession of the premises  demised but shall  forthwith  quit and surrender the
premises.  If this lease  shall be assigned in  accordance  with its terms,  the
provisions of this Article 16 shall be applicable  only to the party then owning
Tenant's interest in this lease.

               (b)  It is  stipulated  and  agreed  that  in  the  event  of the
termination  of this  lease  pursuant  to (a)  hereof,  Owner  shall  forthwith,
notwithstanding any other provisions of this lease to the contrary,  be entitled
to recover  from  Tenant as and for  liquidated  damages an amount  equal to the
difference  between the rental reserved  hereunder for the unexpired  portion of
the term  demised  and the  fair  and  reasonable  rental  value of the  demised
premises for the same period.  In the computation of such damages the difference
between  any  installment  of rent  becoming  due  hereunder  after  the date of
termination and the fair and reasonable rental value of the demised premises for
the period for which such  installment  was payable  shall be  discounted to the
date of termination at the rate of four percent (4%) per annum. If such premises
or any part thereof be relet by the Owner for the unexpired  term of said lease,
or any part thereof,  before presentation of proof of such liquidated damages to
any  court,  commission  or  tribunal,  the  amount of rent  reserved  upon such
reletting  shall be deemed to be the fair and  reasonable  rental  value for the
part of the whole of the premises so re-let  during the term of the  re-letting.
Nothing  herein  contained  shall limit or  prejudice  the right of the Owner to
prove for and obtain as  liquidated  damages by reason of such  termination,  an
amount  equal to the maximum  allowed by any statute or rule of law in effect at
the time when, and governing the  proceedings  in which,  such damages are to be
proved, whether or not such amount be greater, equal to, or less than the amount
of the difference referred to above.

DEFAULT:       17. (1) If Tenant  defaults in fulfilling any of the covenants of
this lease other than the covenants for the payment of rent or additional  rent;
or if the  demised  premises  becomes  vacant or  deserted  "or if this lease be
rejected under [Section] 235 of Title 11 of the U.S. Code (bankruptcy code):" or
if any execution or attachment shall be issued against Tenant or any of Tenant's
property  whereupon the demised  premises  shall be taken or occupied by someone
other than  Tenant;  or if Tenant  shall make  default with respect to any other
lease between Owner and Tenant;  or if Tenant shall have failed,  after five (5)
days  written  notice,  to  redeposit  with Owner any  portion  of the  security
deposited  hereunder  which  Owner has  applied  to the  payment of any rent and
additional  rent  due and  payable  hereunder  or  failed  to move  into or take
possession of the premises within thirty (30) days after the commencement of the
term of this lease, of which fact Owner shall be the sole judge; then in any one
or more of such events,  upon Owner  serving a written  fifteen (15) days notice
upon Tenant  specifying  the nature of said default and upon the  expiration  of
said  fifteen  (15) days,  if Tenant  shall have failed to comply with or remedy
such  default,  or if the said default or omission  complained  of shall be of a
nature that the same cannot be completely  cured or remedied within said fifteen
(15) day period,  and if Tenant shall not have diligently  commenced during such
default  within such  fifteen  (15) day period,  and shall not  thereafter  with
reasonable  diligence and in good faith, proceed to remedy or cure such default,
then Owner may serve a written  five (5) days'  notice of  cancellation  of this
lease upon Tenant,  and upon the expiration of said five (5) days this lease and
the term  thereunder  shall end and  expire as fully  and  completely  as if the
expiration of such five (5) day period were the day herein  definitely fixed for
the end and  expiration of this lease and the term thereof and Tenant shall then
quit and surrender the demised  premises to Owner but Tenant shall remain liable
as hereinafter provided.

               (2) If the  notice  provided  for in (1)  hereof  shall have been
given,  and the term shall expire as aforesaid;  or if Tenant shall make default
in the payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein  required;
then and in any of such events  Owner may without  notice,  re-enter the demised
premises  either  by  force or  otherwise,  and  dispossess  Tenant  by  summary
proceedings  or  otherwise,  and the  legal  representative  of  Tenant or other
occupant of demised  premises and remove their  effects and hold the premises as
if this lease had not been made,  and Tenant hereby waives the service of notice
of  intention  to re-enter or to  institute  legal  proceedings  to that end. If
Tenant shall make default  hereunder prior to the date fixed as the commencement
of any renewal or extension of this lease.  Owner may cancel and terminate  such
renewal or extension agreement by written notice.

REMEDIES OF    18.  In case of any such  default,  re-entry,  expiration  and/or
OWNER AND      dispossess by summary  proceedings  or other wise,  (a) the rent,
WAIVER OF      and additional rent, shall become due thereupon and be paid up to
REDEMPTION:    the time of such  re-entry,  dispossess  and/or  expiration,  (b)
Owner may re-let the premises or any part or parts  thereof,  either in the name
of Owner or otherwise,  for a term or terms, which may at Owner's option be less
than or exceed the period which would otherwise have  constituted the balance of
the term of this lease and may grant concessions or free rent or charge a higher
rental  than that in this  lease,  (c)  Tenant or the legal  representatives  of
Tenant shall also pay Owner as  liquidated  damages for the failure of Tenant to
observe and perform said Tenant's  covenants  herein  contained,  any deficiency
between  the  rent  hereby  reserved  and or  covenanted  to be paid and the net
amount,  if any, of the rents  collected on account of the  subsequent  lease or
leases  of the  demised  premises  for each  month  of the  period  which  would
otherwise have constituted the balance of the term of this lease. The failure of
Owner to re-let the premises or any part or parts  thereof  shall not release or
affect  Tenant's  liability for damages.  In computing such  liquidated  damages
there shall be added to the said  deficiency such expenses as Owner may incur in
connection with re-letting, such as legal expenses,  reasonable attorneys' fees,
brokerage, advertising and for keeping the demised premises in good order or for
preparing the same for re-letting.  Any such liquidated damages shall be paid in
monthly  installments  by Tenant on the rent day specified in this lease and any
suit  brought to collect  the amount of the  deficiency  for any month shall not
prejudice  in any way the  rights of Owner to  collect  the  deficiency  for any
subsequent month by a similar proceeding. Owner, in putting the demised premises
in good order or preparing the same for re-rental may, at Owner's  option,  make
such  alterations,  repairs,  replacements,  and/or  decorations  in the demised
premises as Owner, in Owner's sole judgment,  considers  advisable and necessary
for the  purpose of  re-letting  the  demised  premises,  and the making of such
alterations,  repairs, replacements,  and/or decorations shall not operate or be
construed to release Tenant from liability  hereunder as aforesaid.  Owner shall
in no event be liable in any way  whatsoever  for  failure to re-let the demised
premises,  or in the event that the demised premises are re-let,  for failure to
collect the rent thereof under such re-letting,  and in no event shall Tenant be
entitled  to receive any excess,  if any, of such net rents  collected  over the
sums  payable  by  Tenant  to Owner  hereunder.  In the  event  of a  breach  or
threatened breach by Tenant of any of the covenants or provisions hereof,  Owner
shall have the right of injunction and the right to invoke any remedy allowed at
law or in equity as if re-entry, summary proceedings and other remedies were not
herein provided for. Mention in this lease of any particular  remedy,  shall not
preclude  Owner  from any  other  remedy,  in law or in  equity.  Tenant  hereby
expressly  waives  any and all  rights  of  redemption  granted  by or under any
present or future laws.

FEES AND       19. If Tenant shall default in the  observance or  performance of
EXPENSES:      any term or covenant on Tenant's part to be observed or performed
under or by virtue  of any of the terms or  provisions  in any  article  of this
lease,  after notice if required and upon  expiration  of any  applicable  grace
period  if any,  (except  in an  emergency),  then,  unless  otherwise  provided
elsewhere in this lease,  Owner may  immediately  or at any time  thereafter and
without  notice  perform  the  obligation  of Tenant  thereunder.  If Owner,  in
connection with the foregoing or in connection with any default by Tenant in the
covenant to pay rent hereunder, makes any expenditures or incurs any obligations
for the payment of money,  including  but not limited to  reasonable  attorney's
fees, in instituting,  prosecuting or defending any action or  proceedings,  and
prevails in any such action or proceeding,  then Tenant will reimburse Owner for
such sums so paid or obligations incurred with interest and costs. The foregoing
expenses incurred by reason of Tenant's default shall be deemed to be additional
rent  hereunder  and shall be paid by Tenant  to Owner  within  ten (10) days of
rendition of any bill or statement to Tenant  therefor.  If Tenant's  lease term
shall have  expired at the time of making of such  expenditures  or incurring of
such obligations, such sums shall be recoverable by Owner as damages.

BUILDING       20.  Owner  shall  have the  right at any time  without  the same
ALTERATIONS    constituting  an eviction  and  without  incurring  liability  to
AND            Tenant  therefor  to change the  arrangement  and or  location of
MANAGEMENT:    public  entrances,   passageways,   doors,  doorways,  corridors,
elevators,  stairs,  toilets or other public parts of the building and to change
the name, number or designation by which the building may be known.  There shall
be no allowance to Tenant for diminution of rental value and no liability on the
part of Owner by  reason of  inconvenience,  annoyance  or  injury  to  business
arising  from Owner or other  Tenant  making any repairs in the  building or any
such alterations, additions and improvements. Furthermore, Tenant shall not have
any claim against  Owner by reason of Owner's  imposition of any controls of the
manner of access to the building by Tenant's social or business  visitors as the
Owner may deem necessary for the security of the building and its occupants.


<PAGE>

NO  REPRESENTATION  BY OWNER: 21. Neither Owner nor Owner's agents have made any
representations  or  promises  with  respect to the  physical  condition  of the
building,  the land upon which it is erected or the demised premises, the rents,
leases,  expenses of operation or any other matter or thing affecting or related
to the demised premises or the building except as herein expressly set forth and
no rights,  casements  or  licenses  are  acquired by Tenant by  implication  or
otherwise except as expressly set forth in the provisions of this lease.  Tenant
has inspected the building and the demised premises and is thoroughly acquainted
with their  condition and agrees to like the same "as is" on the date possession
is  tendered  and  acknowledges  that the taking of  possession  of the  demised
premises by Tenant shall be  conclusive  evidence that the said premises and the
building of which the same form a part were in good and  satisfactory  condition
at the time such  possession  was so taken,  except  as to latent  defects.  All
understandings  and  agreements  heretofore  made between the parties hereto are
merged  in this  contract,  which  alone  fully  and  completely  expresses  the
agreement  between Owner and Tenant and any executory  agreement  hereafter made
shall be ineffective to change, modify, discharge or effect an abandonment of it
in whole or in part, unless such executory agreement is in writing and signed by
the party against whom  enforcement  of the change,  modification,  discharge or
abandonment is sought.

END OF TERM:   22. Upon the expiration or other  termination of the term of this
lease,  Tenant  shall quit and  surrender to Owner the demised  premises,  broom
clean,  in good order and  condition,  ordinary wear and damages which Tenant is
not required to repair as provided elsewhere in this lease excepted,  and Tenant
shall remove all its property from the demised premises.  Tenant's obligation to
observe  or  perform  this  covenant  shall  survive  the  expiration  or  other
termination  of this  lease.  If the last  day of the term of this  Lease or any
renewal  thereof,  falls on  Sunday,  this  lease  shall  expire  at noon on the
preceding Saturday unless it be a legal holiday in which case it shall expire at
noon on the preceding business day.

QUIET          23.  Owner  covenants  and agrees  with  Tenant  that upon Tenant
ENJOYMENT:     paying the rent and additional  rent and observing and performing
all the terms,  covenants  and  conditions,  on Tenant's part to be observed and
performed,  Tenant may peaceably and quietly enjoy the premises  hereby demised,
subject,  nevertheless, to the terms and conditions of this lease including, but
not limited to,  Article 34 hereof and to the ground leases,  underlying  leases
and mortgages hereinbefore mentioned.

FAILURE TO     24. If Owner is unable to give possession of the demised premises
GIVE           on the date of the  commencement  of the term hereof,  because of
POSSESSION:    the  holding-over  or  retention  of  possession  of any  tenant,
undertenant  or occupants  or if the demised  premises are located in a building
being constructed,  because such building has not been sufficiently completed to
make the premises  ready for occupancy or because of the fact that a certificate
or  occupancy  has not been  procured  or if Owner  has not  completed  any work
required to be performed by Owner,  of for any other reason,  Owner shall not be
subject to any  liability  for failure to give  possession  on said date and the
validity of the lease shall not be impaired under such circumstances,  nor shall
the same be construed in any wise to extend the term of this lease, but the rent
payable  hereunder  shall be  abated  (provided  Tenant is not  responsible  for
Owner's  inability to obtain  possession  or complete any work  required)  until
after  Owner  shall  have  given  Tenant  notice  that  Owner is able to deliver
possession  in the condition  required by this lease.  If permission is given to
Tenant  to enter  into the  possession  of the  demised  premises  or to  occupy
premises  other than the demised  premises  prior to the date  specified  as the
commencement  of the term of this lease,  Tenant  covenants and agrees that such
possession  and/or  occupancy  shall  be  deemed  to be  under  all  the  terms,
covenants, conditions and provisions of this lease, except the obligation to pay
the fixed  annual rent set forth in page one of this lease.  The  provisions  of
this article are intended to constitute  "an express  provision to the contrary"
within the meaning of Section 223-a of the New York Real Property Law.

NO WAIVER:     25. The failure of Owner to seek redress for  violation of, or to
insist upon the strict performance of any covenant or condition of this lease or
of any of the Rules or  Regulations,  set forth or  hereafter  adopted by Owner,
shall not prevent a subsequent  act which would have  originally  constituted  a
violation  from  having all the force and effect of an original  violation.  The
receipt by Owner of rent with  knowledge  of the breach of any  covenant of this
lease shall not be deemed a waiver of such breach and no provision of this lease
shall be deemed to have been  waived by Owner  unless  such waiver be in writing
signed by Owner.  No payments  by Tenant or receipt by Owner of a lesser  amount
than the  monthly  rent  herein  stipulated  shall be deemed to be other than on
account of the earliest  stipulated rent, not shall any endorsement or statement
of any check or any letter  accompanying  any check or payment as rent be deemed
an accord and  satisfaction,  and Owner may accept such check or payment without
prejudice  to Owner's  right to recover  the  balance or such rent or pursue any
other remedy in this lease provided. All checks tendered to Owner as and for the
rent of the demised premises shall be deemed payments for the account of Tenant.
Acceptance of Owner of rent from anyone other than Tenant shall not be deemed to
operate as an  attornment  to Owner by the payor of such rent or as a consent by
Owner to an assignment  or subletting by Tenant of the demised  premises to such
payor,  or as a modification  of the  provisions of this lease.  No act or thing
done by Owner or Owner's  agents during the term hereby  demised shall be deemed
an  acceptance  of a surrender of said  premises and no agreement to accept such
surrender shall be valid unless in writing signed by Owner. No employee of Owner
or Owner's agent shall have any power to accept the keys of said premises  prior
to the  termination  of the lease and the  delivery of keys to any such agent or
employee  shall not operate as a termination  of the lease or a surrender of the
premises.

WAIVER OF      26. It is mutually  agreed by and  between  Owner and Tenant that
TRIAL BY       the  respective  parties  hereto  shall and they  hereby do waive
JURY:          trial by jury in any action,  proceeding or counterclaim  brought
by either of the parties hereto against the other (except for personal injury or
property  damage)  on any  matters  whatsoever  arising  out  of or in  any  way
connected with this lease, the relationship of Owner and Tenant. Tenant's use of
or  occupancy  of  said  premises,  and any  emergency  statutory  or any  other
statutory  remedy.  It is  further  mutually  agreed  that  in the  event  Owner
commences any proceeding or action for possession including a summary proceeding
for possession of the premises.  Tenant will not interpose any  counterclaim  of
whatever nature or description in any such  proceeding  including a counterclaim
under Article 4 except for statutory mandatory counterclaim. [10]

INABILITY TO   27. This Lease and the obligation of Tenant to pay rent hereunder
PERFORM:       and perform all of the other  covenants and agreements  hereunder
on part of Tenant to be  performed  shall in no wise be  affected,  impaired  or
excused  because  Owner is unable to fulfill any of its  obligations  under this
lease or to supply or is delayed in supplying any service expressly or impliedly
to be  supplied  or is unable to make,  or is  delayed  in  making  any  repair,
additions,  alterations  or  decorations or is unable to supply or is delayed in
supplying any  equipment,  fixtures or other  materials of Owner is prevented or
delayed  from  doing so by  reason  of  strike  or labor  troubles  or any cause
whatsoever beyond Owner's sole control including, but not limited to, government
preemption or restrictions or by reason of any rule,  order or regulation of any
department or subdivision  thereof of any government  agency or by reason of the
conditions  which have been or are affected,  either directly or indirectly,  by
war or other emergency.

BILLS AND      28. Except as otherwise in this lease provided, a bill statement,
NOTICES:       notice or communication  which Owner may desire or be required to
give to Tenant,  shall be deemed  sufficiently given or rendered if, in writing,
delivered to Tenant personally or sent by registered or certified mail addressed
to Tenant at the  building of which the demised  premises  form a part or at the
last known residence address or business address of Tenant or left at any of the
aforesaid  premises  addressed to Tenant,  and the time of the rendition of such
bill or  statement  and of the giving of such notice or  communication  shall be
deemed to be the time when the same is delivered to Tenant,  mailed,  or left at
the premises as herein provided. Any notice by Tenant to Owner must be served by
registered or certified mail addressed to Owner at the address first hereinabove
given or at such other address as Owner shall designate by written notice.

WATER CHARGES: 29. If Tenant requires, uses or consumes water for any purpose in
addition to ordinary lavatory  purposes (of which fact Tenant  constitutes Owner
to be the sole  judge)  Owner may  install a water  meter  and  thereby  measure
Tenant's water consumption for all purposes. Tenant shall pay Owner for the cost
of the  meter  and the cost of the  installation,  thereof  and  throughout  the
duration of Tenant's  occupancy  Tenant  shall keep said meter and  installation
equipment in good  working  order and repair at Tenant's own cost and expense in
default of which  Owner may cause such meter and  equipment  to be  replaced  or
repaired and collect the cost thereof from Tenant,  as additional  rent.  Tenant
agrees to pay for water  consumed,  as shown on said meter as and when bills are
rendered,  and on default in making such payment. Owner may pay such charges and
collect the same from Tenant, as additional rent. Tenant covenants and agrees to
pay, as additional rent, the sewer rent,  charge or any other tax, rent, levy or
charge which now or  hereafter  is assessed,  imposed or a lien upon the demised
premises  or the  realty  of  which  they  are part  pursuant  to law,  order or
regulation made or issued in connection with the use,  consumption,  maintenance
or supply of water, water system or sewage connection or system. If the building
or the demised  premises or any part  thereof is supplied  with water  through a
meter through which water is also supplied to other premises Tenant shall pay to
Owner, as additional rent,  [GRAPHIC  OMITTED]   on the first day of each month,
      % ($150.00) of the total meter charges as Tenant's  portion. Independently
of and in  addition to any of the  remedies  reserved  to Owner  hereinabove  or
elsewhere in this lease,  Owner may sue for and collect any monies to be paid by
Tenant or paid by Owner  for any of the  reasons  or  purposes  hereinabove  set
forth.

SPRINKLERS:    30.   Anything   elsewhere   in  this   lease  to  the   contrary
notwithstanding, if the New York Board of Fire Underwriters or the New York Fire
Insurance Exchange or any bureau,  department or official of the federal,  state
city government  recommend or require the  installation of a sprinkler system or
that any changes,  modifications,  alterations, or additional sprinkler heads or
other equipment be made or supplied in an existing sprinkler system by reason of
Tenant's  business,  or the location or  partitions,  trade  fixtures,  or other
contents  of the  demised  premises,  or for any  other  reason,  or if any such
sprinkler system installations, modifications, alterations, additional sprinkler
header or other such equipment,  become necessary to prevent the imposition of a
penalty or charge against the full allowance for a sprinkler  system in the fire
insurance rate set by any said Exchange or by any fire insurance company, Tenant
shall, at Tenant's expense,  promptly make such sprinkler system  installations,
changes,  modifications,  alterations,  and supply additional sprinkler heads or
other  equipment as required  whether the work  involved  shall be structural or
non-structural  in  nature.  Tenant  shall  pay  [GRAPHIC  OMITTED]  to Owner as
additional  rent the sum of $150.00  on the first day of each  month  during the
term of this lease,  as Tenant's  portion of the  contract  price for  sprinkler
supervisory service.

ELEVATORS,     31. As long as Tenant is not in default  under any the  covenants
HEAT,          of this lease beyond the applicable grace period provided in this
CLEANING:      lease for the curing of such defaults,  Owner shall:  (a) provide
necessary  passenger elevator  facilities on business days from 8 a.m. to 6 p.m.
and on  Saturdays  from 8 a.m.  to 1 p.m.;  (b) if freight  elevator  service is
provided,  same shall be provided only on regular  business days Monday  through
Friday inclusive, and on those days only between the hours of 9 a.m. and 12 noon
and  between 1 p.m.  and 5 p.m.;  (c)  furnish  heat,  water and other  services
supplied  by Owner to the  demised  premised,  when and as  required  by law, on
business days from 8 a.m. to 6 p.m. and on Saturdays from 8

[GRAPHIC  OMITTED] Space to be filed or deleted.


<PAGE>

a.m. to 1 p.m.;  (d) clean the public halls and public  portions of the building
which are used in common by all tenants, Tenant shall, at Tenant's expense, keep
the  demised  premises,  including  the  windows,  clean  and in  order,  to the
reasonable  satisfaction of Owner,  and for that purpose shall employ the person
or persons, or corporation approved by Owner. Tenant shall pay to Owner the cost
of removal of any of Tenant's  refuse and rubbish from the  building.  Bills for
the same  shall be  rendered  by Owner to Tenant at such time as Owner may elect
and shall be due and  payable  hereunder,  and the amount of such bills shall be
deemed to be, and be paid as, additional rent. Tenant shall,  however,  have the
option of  independently  contracting for the removal of such rubbish and refuse
in the event that Tenant does not wish to have same done by  employees of Owner.
Under such  circumstances,  however,  the  removal of such refuse and rubbish by
others  shall be subject to such rules and  regulations  as, in the  judgment of
Owner,  are necessary for the proper  operation of the building.  Owner reserves
the right to stop  service  of the  heating,  elevator,  plumbing  and  electric
systems, when necessary,  by reason of accident,  or emergency,  or for repairs,
alterations, replacements or improvements, in the judgment of Owner desirable or
necessary  to  be  made,  until  said  repairs,  alterations,   replacements  or
improvements  shall have been  completed.  If the  building of which the demised
premises are a part  supplies  manually  operated  elevator  service.  Owner may
proceed  diligently with alterations  necessary to substitute  automatic control
elevator  service  without  in any  way  affecting  the  obligations  of  Tenant
hereunder.

SECURITY:      32.  Tenant  has  deposited  with Owner the sum of $ See Rider as
[GRAPHIC OMITTED]   security  for  the   faithful   performance   and observance
               by Tenant of the terms,  provisions and conditions of this lease;
it is agreed that in the event  Tenant  defaults in respect of any of the terms,
provisions  and  conditions  of this lease,  including,  but not limited to, the
payment of rent and additional rent, Owner 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 and  additional  rent or any other sum as to which Tenant is in default
or for any sum which  Owner may expend or may be required to expend by reason of
Tenant's  default in respect of any of the terms,  covenants  and  conditions of
this lease,  including  but not limited  to, any  damages or  deficiency  in the
reletting of the premises  whether such damages or deficiency  accrued before or
after summary  proceedings or other re-entry by Owner.  In the event that Tenant
shall fully and faithfully comply with all of the terms,  provisions,  covenants
and conditions of this lease, the security shall be returned to Tenant after the
date fixed as the end of the Lease and after  delivery of entire  possession  of
the demised  premises to Owner.  In the event of a sale of the land and building
or leasing of the building,  of which the demised  premises  form a part,  Owner
shall have the right to transfer  the  security to the vendor or lease and Owner
shall  thereupon be released by Tenant from all liability for the return of such
security;  and Tenant  agrees to look to the new Owner  solely for the return of
said security,  and it is agreed that the provisions hereof shall apply to every
transfer  or  assignment  made of the  security to a new Owner.  Tenant  further
covenants  that it will not assign or  encumber or attempt to assign or encumber
the  monies  deposited  herein  as a  security  and that  neither  Owner nor its
successors  or  assigns  shall be bound  by any  such  assignment,  encumbrance,
attempted assignment or attempted encumbrance.

CAPTIONS:      33. The Captions are inserted only as a matter of convenience and
for  reference  and in no way define,  limit or describe the scope of this lease
nor the intent of any provision thereof.

DEFINITIONS:   34. The term  "Owner" as used in this lease  means only the owner
of the fee or of the leasehold of the building,  or the mortgagee in possession,
for the time  being of the land  and  building  (or the  owner of a lease of the
building or of the land and building) of which the demised premises form a part,
so that in the event of any sale or sales of said land and  building  or of said
lease, or in the event of a lease of said building, or of the land and building,
the said  Owner  shall be and  hereby  is  entirely  freed and  relieved  of all
covenants  and  obligations  of Owner  hereunder,  and it shall  be  deemed  and
construed  without further  agreement between the parties or their successors in
interest,  or between the parties and the  purchaser,  at any such sale,  or the
said leases of the building, or of the land and building,  that the purchaser or
the  leases of the  building  has  assumed  and  agreed to carry out any and all
covenants  and  obligations  of  Owner  hereunder.   The  words  "re-enter"  and
"re-entry"  as used in this lease are not  restricted to their  technical  legal
meaning. The term "rent" includes the annual rental rate whether so expressed or
expressed in monthly  installments,  and "additional  rent."  "Additional  rent"
means all sums which  shall be due to Owner from  Tenant  under this  lease,  in
addition to the annual  rental rate.  The term  "business  days" as used in this
lease,  shall exclude  Saturdays,  Sundays and all days observed by the State or
Federal  Government  as legal  holidays and those  designated as holidays by the
applicable   building  service  union  employees  service  contract  or  by  the
applicable  Operating Engineers contract with respect to HVAC service.  Wherever
it is expressly  provided in this lease that consent  shall not be  unreasonably
withheld, such consent shall not be unreasonably delayed.

ADJACENT       35. If an  excavation  shall be made upon  land  adjacent  to the
EXCAVATION     demised premises, or shall be authorized to be made. Tenant shall
SHORTAGE:      afford  to  the  person  causing  or  authorized  to  cause  such
excavation,  license to enter upon the demised premises for the purpose of doing
such work as said  person  shall  deem  necessary  to  preserve  the wall or the
building  of which  demised  premises  form a part from  injury or damage and to
support  the same by  proper  foundations  without  any  claim  for  damages  or
indemnity against Owner, or diminution or abatement of rent.

RULES AND      36. Tenant and Tenant's servants,  employees,  agents,  visitors,
REGULATIONS:   and licensees shall observe faithfully, and comply strictly with,
the Rules and Regulations  annexed hereto and such other and further  reasonable
Rules and  Regulations  as Owner or Owner's  agents may from time to time adopt.
Notice of any additional  rules or regulations  shall be given in such manner as
Owner may elect.  In case Tenant disputes the  reasonableness  of any additional
Rule or Regulation  hereafter  made or adopted by Owner or Owner's  agents,  the
parties hereto agree to submit the question of the  reasonableness  of such Rule
or  Regulation  for decision to the New York office of the American  Arbitration
Association,  whose determination shall be final and conclusive upon the parties
hereto.  The right to  dispute  the  reasonableness  of any  additional  Rule or
Regulation  upon  Tenant's  part shall be deemed waived unless the same shall be
asserted by service of a notice,  in writing upon Owner within fifteen (15) days
after the giving of notice  thereof.  Nothing in this lease  contained  shall be
construed to impose upon Owner any duty or  obligation  to enforce the Rules and
Regulations or terms, covenants or conditions in any other lease, as against any
other  tenant and Owner shall not be liable to Tenant for  violation of the same
by any other tenant, its servants, employees, agents, visitors or licensees.

GLASS:         37. Owner shall  replace,  at the expense of the Tenant,  any and
all plate and other  glass  damaged or broken from any cause  whatsoever  in and
about the demised  premises.  Owner may insure,  and keep  insured,  at Tenant's
expense,  all plate and other glass in the demised  premises for and in the name
of Owner.  Bills for the premiums  therefor shall be rendered by Owner to Tenant
at such times as Owner may elect,  and shall be due from, and payable by, Tenant
when  rendered,  and the amount  thereof  shall be deemed to be, and be paid, as
additional rent.

ESTOPPEL       38. Tenant,  at any time, and from time to time, upon at least 10
CERTIFICATES:  days'  prior  notice by Owner,  shall  execute,  acknowledge  and
deliver to Owner, and/or to any other person,  firm or corporation  specified by
Owner,  a statement  certifying  that this lease is unmodified in full force and
effect (or, if there have been modifications, that the same is in full force and
effect as modified  and stating the  modifications),  stating the dates to which
the rent and additional  rent have been paid,  and stating  whether or not there
exists any default by Owner under this lease,  and, if so,  specifying each such
default.

DIRECTORY      39. If, at the request of and as accommodation  to Tenant,  Owner
BOARD LISTING: shall  place  upon  the  directory  board  in  the  lobby  of the
building,  one or more names of persons other than Tenant,  such directory board
listing  shall not be  construed  as the  consent by Owner to an  assignment  or
subletting by Tenant to such persons or persons.

SUCCESSORS     40. The covenants,  conditions  and agreements  contained in this
AND ASSIGNS:   lease shall bind and inure to the benefit of Owner and Tenant and
their respective heirs, distributees, executors, administrators, successors, and
except as otherwise  provided in this lease,  their  assigns.  Tenant shall look
only to Owner's cause and interest in the land and building for the satisfaction
of  Tenant's  remedies  for the  collection  of a  judgment  (or other  judicial
process)  against Owner in the event of any default by Owner  hereunder,  and no
other  property  or assets of such  Owner (or any  partner,  member,  officer or
director thereof, disclosed or undisclosed), shall be subject to levy, execution
or other  enforcement  procedure for the satisfaction of Tenant's remedies under
or with respect to this lease, the  relationship of Owner and Tenant  hereunder,
or Tenant's use and occupancy of the demised premises.

[GRAPHIC OMITTED] Space to be filled or deleted.

IN WITNESS WHEREOF,  Owner and Tenant have  respectively  signed and sealed this
lease as of the day and year first above written.


Witness for Owner                         WALTOX CORPORATION, N.V.        [CORP.
                                          FIRST PIONEER PROPERTIES, INC.   SEAL]
                                      By: ------------------------------
                                                                as agent


----------------------------          By: ------------------------------ [L.S.]
                                                    Vice President



                                                                          [CORP.
Witness  for Tenant                       YOU NETWORK CORPORATION          SEAL]
                                          ------------------------------


----------------------------          By: ------------------------------ [L.S.]
                                                    President


<PAGE>

                                ACKNOWLEDGEMENTS

CORPORATE TENANT
STATE OF NEW YORK,       ss.:
County of

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

INDIVIDUAL TENANT
STATE OF NEW YORK,       ss.:
County of

On this __ day of __, 19__,  before me personally  came to be known and known to
me to be the individual described in and who, as TENANT,  executed the foregoing
instrument and acknowledged to me that he executed the same.

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

                           *IMPORTANT -- PLEASE READ*

                     RULES AND REGULATIONS ATTACHED TO AND
                          MADE A PART OF THIS LEASE IN
                          ACCORDANCE WITH ARTICLE 36.

      1. The  sidewalks,  entrances,  driveways,  passages,  courts,  elevators,
vestibules,  stairways, corridors or halls shall not be obstructed or encumbered
by any Tenant or used for any purpose  other than for ingress or egress from the
demised  premises and for delivery of merchandise  and equipment in a prompt and
efficient  manner using elevators and passageways  designed for such delivery by
owner.  There  shall  not be used in any  space,  or in the  public  hall of the
building,  either by any  Tenant or by  jobbers  or  others in the  delivery  or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and  sideguards.  If said  premises  are  situated  on the  ground  floor of the
building,  Tenant thereof shall further, at Tenant's expense,  keep the sidewalk
and curb in front of said  premises  clean  and free  from  ice,  now,  dirt and
rubbish.

      2. The water and wash closets and plumbing  fixtures shall not be used for
any purposes other than those for which they were designed or constructed and no
sweepings,  rubbish, rags, acids or other substances shall be deposited therein,
and the  expense  of any  breakage,  stoppage,  or  damage  resulting  from  the
violation  of this  rule  shall be borne by the  Tenant  who,  or those  clerks,
agents, employees or visitors, shall have caused it.

      3. No  carpet,  rug or other  article  shall be hung or shaken  out of any
window of the  building;  and the  Tenant  shall  sweep or throw or permit to be
swept or thrown from the demised  premises any dirt or other substances into any
of the  corridors  of  halls,  elevators,  or out of the  doors  or  windows  or
stairways of the  building and Tenant shall not rise,  keep or permit to be used
or kept any food or noxious gas or substance in the demised premises,  or permit
or suffer the demised  premises to be occupied or used in a manner  offensive or
objectionable  to Owner or other  occupants  of the building by reason of noise,
odors,  and or vibrations,  or interfere in any way, with other Tenants or those
having business therein,  nor shall any bicycles,  vehicles,  animals,  fish, or
birds be kept in or about the building.  Smoking or carrying  lighted  cigars or
cigarettes in the elevators of the building is prohibited.

      4. No awnings or other  projections shall be attached to the outside walls
of the building without the prior written consent of Owner.

      5. No sign,  advertisement,  notice or other lettering shall be exhibited,
inscribed,  painted or  affixed by any Tenant on any part of the  outside of the
demised premises or the building or on the Inside of the demised premises of the
same is visible  from the  outside of the  premises  without  the prior  written
consent of Owner, except that the name of Tenant may appear on the entrance door
of the  premises.  In the event of the violation of the foregoing by any Tenant,
Owner may remove same without any liability and may charge the expense  incurred
by such  removal to Tenant or Tenants  violating  this rule.  Interior  signs on
doors and  directory  tablet  shall be  inscribed,  painted or affixed  for each
Tenant by Owner at the expense of such Tenant, and shall be of a size, color and
style acceptable in Owner.

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

      7. No  additional  locks or bolts of any kind shall be placed  upon any of
the doors or windows by any  Tenant,  nor shall any  changes be made in existing
locks or  mechanism  thereof.  Each  Tenant  must  upon the  termination  of his
Tenancy,  restore in Owner all keys of stores, offices, and toilet rooms, either
furnished  to, or otherwise  procured  by, such Tenant,  and in the event of the
loss of any keys, so furnished, such Tenant shall pay to Owner the cost thereof.

      8. Freight, furniture, business equipment, merchandise and bulky matter of
any description  shall be delivered to and removed from the premises only on the
freight  elevators  and through the service  entrance  and  corridors,  and only
during  hours and in a manner  approved by Owner.  Owner  reserves  the right to
inspect  all freight to be brought  into the  building  and to exclude  from the
building all freight which  violates any of these Rules and  Regulations  of the
lease of which these Rules and Regulations are a part.

      9. No Tenant shall obtain for use upon the demised premises ice,  drinking
water,  towel and other similar  services,  or accept  harbering or bootblacking
services in the demised premises,  except from persons  authorized by Owner, and
at hours  and  under  regulations  fixed by Owner.  Canvassing,  soliciting  and
peddling  in the  building is  prohibited  and each Tenant  shall  cooperate  to
prevent the same.

      10. Owner  reserves the right to exclude from the building all persons who
do not present a pass in the building signed by Owner. Owner will furnish passes
to persons for whom any Tenant  requests  same in writing.  Each Tenant shall be
responsible  for all persons for whom he requests  such pass and shall be liable
to Owner for all acts of such  persons.  Notwithstanding  the  foregoing,  Owner
shall not be  required  to allow  Tenant or any person to enter or remain in the
building,  except on business  days from 8:00a.m.  to 1:00p.m.  Tenant shall not
have a claim  against owner by reason of Owner  excluding  from the building any
such persons who does not present such pass.

      11. Owner shall have the right to prohibit any  advertising  by any Tenant
which in the Owner's opinion,  tends to impair the reputation of the building or
its desirability as a loft building,  and upon written notice from Owner, Tenant
shall refrain from or discontinue such advertising.

      12.  Tenant  shall not bring or  permit  to be  brought  or kept in on the
demised premises, and any inflammable,  combustible,  or explosive, or hazardous
fluid, material,  chemical or substance, or cause or permit any odors of cooking
or other processes,  or any  objectionable  odors to permeate in or emanate from
the demised premises.

      13. Tenant shall not use the demised  premises in a manner which  disturbs
or interferes with other Tenants in the beneficial use of their premises.

Address

Premises
================================================================================

                                       TO

================================================================================
                                STANDARD FORM OF

                             [SEAL]   LOFT   [SEAL]
                                     LEASE

                    The Real Estate Board of New York, Inc.

                    (C) Copyright 1994. All Rights Reserved.
                  Reproduction in whole or in part prohibited.

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

Dated                                       19

Rent Per Year

Rent Per Month

Term
From
To

Drawn by _______________________________________________________________________

Checked by _____________________________________________________________________

Entered by _____________________________________________________________________

Approved by ____________________________________________________________________


<PAGE>

                                  "Exhibit A"
                              220 East 23rd Street
                                  Sixth Floor


                               [GRAPHIC OMITTED]


<PAGE>

                               PROVISIONS OF RIDER

41.   This rider is annexed to and made a part of the printed part of this lease
      to which it is attached and in each instance in which the provisions of
      this rider shall contradict or be Inconsistent with the provisions of the
      printed portion of this lease, as constituted without this rider, the
      provisions of this rider shall prevail and govern and the contradicted or
      inconsistent provisions of the printed portion of this lease shall be
      deemed amended accordingly.

42.   POSSESSION

      Tenant may take Possession of the Demised Premises upon substantial
      completion of Landlord's Work. The Lease Commencement Date is the same as
      the Possession Date. Tenant shall be responsible for electric charges in
      Demised Premises effective immediately upon Possession of the Demised
      Premises.

43.   RENT COMMENCEMENT

      Notwithstanding any provision to the contrary, Tenant's obligation to pay
      rent shall commence April 15, 1998. Landlord acknowledges receipt of
      check, subject to collection, in the sum of One Thousand Seven Hundred
      Fifty and 00/100 Dollars ($1,750.00) representing first month's rent due
      under this lease.

44.   ANNUAL RENT

      4/15/98-4/30/03   Twenty-one Thousand and 00/100 Dollars Annually
                        ($21,000.00) payable in monthly installments of One
                        Thousand Seven Hundred Fifty and 00/100 Dollars
                        ($1,750.00).

45    USE

      (a) Tenant covenants and agrees that it shall use the demised premises in
      a first class manner solely for Executive offices and for no other
      purpose. Tenant's use and occupancy of the demised premises shall be
      subject to and in accordance with the rules, regulations, laws,
      ordinances, statutory limitations and requirements of all governmental
      authorities and the Fire Insurance Rating Organization and Board of Fire
      underwriters and any similar parties having Jurisdiction thereof, and
      Tenant shall obtain, at its sole cost and expense, all licenses and
      permits required in connection with Tenant's use and occupancy of the
      demised premises.

      (b) Tenant shall be responsible, at its sole cost and expense, to obtain
      all approvals, permits, licenses, and consents from all applicable
      federal, State and City governmental agencies and departments to carry on
      its business at the demised premises. This lease is in no way conditioned
      on Tenant obtaining such approvals, permits, licenses and consents and
      Tenants obligations shall not be affected by Tenant's failure to obtain
      same.

46.   NO RESIDENTIAL USE

      The Demised Premises have been leased to Tenant for commercial purposes
      only. under no circumstances shall Tenant at any time use the Demised
      Premises for any residential purpose. Any breach of this Article shall be
      deemed to be a material default pursuant to Article 17 of this lease.

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 1


<PAGE>

47.   PORTER WAGE FORMULA

      Operating Escalation

      A.    The amount of the Operating Adjustment, if any for the first and
            each subsequent Operation Year shall be determined by comparing:

      (i)   The Labor Rate for the Operation Year in question with

      (ii)  The Labor Rate for the Base Operation Year.

      If (i) is greater than (ii), then Tenant shall pay to Landlord as
      additional rent for such Operation Year an amount equal to the product
      obtained by Multiplying (1250) by the number of cents (including fractions
      thereof) by which the Labor Rate for the Operation Year in question is
      more than the Labor Rate for the Base Operation Year. All such payments
      shall be made as provided in subparagraph (B) below.

      The following terms are hereby defined to have the following meanings in
      this lease: "Labor Rate" shall mean the sum of the minimum regular hourly
      wage rate prescribed for porters of the building in effect on January 1 of
      the year in question, pursuant to the agreement with Local 32B of the
      Building Service Employees International Union, AFL-CIO (or any successor
      thereto) covering the wage rates of porters in the building, provided,
      however, that if there is no such agreement in effect as of January 1
      prescribing such minimum regular hourly wage rate for porters, computation
      and payment shall thereupon be made on the basis of the minimum regular
      hourly wage rate being paid by the Landlord or by the Contractor
      performing the cleaning service for Landlord on such January 1 for said
      porters and appropriate retroactive adjustments shall thereafter be made
      when the minimum regular hourly wage rate on such January 1 pursuant to
      such agreement prescribing such minimum hourly wage rate for porters is
      finally determined, and provided further that if as of the last day of
      such Operation Year, no such agreement covering the January 1 occurring in
      such Operation Year shall have been in effect, the minimum regular hourly
      wage rate paid by Landlord or by the contractor performing the cleaning
      service for Landlord on such January 1 for said porters shall, for all
      purposes hereof, be determined to be such minimum regular hourly wage rate
      prescribed by such agreement and in effect such January 1 and appropriate
      retroactive adjustments shall be made. There shall be included in the
      determination of such Labor Rates the minimum hourly wage of such porters,
      an appropriate hourly allocation for paid holidays or vacation days,
      mandatory overtime, social security taxes, unemployment insurance taxes,
      payroll or other taxes imposed upon wages, and an appropriate hourly
      allocation for the cost, if any of providing disability, hospitalization,
      medical, welfare, pension, retirement or other benefits imposed by law or
      by any collective bargaining agreement applicable to such porters;

      "Operation Year" shall mean the calendar years subsequent to the Base
      Operation Year in which occurs any part of the demised term; and

      "Base Operation Year shall mean the calendar year 1998.

      B.    Every Operating Adjustment shall commence on the first day of the
            relevant operation Year. After Landlord has furnished Tenant with
            an escalation statement relating to any Operation Year, all monthly
            installments of rent shall reflect one-twelfth (1/12) of the annual
            amount of the current Operating Adjustment until a new adjustment
            under this paragraph shall become effective. If, however, an
            escalation statement is furnished to Tenant after the commencement
            of an Operation Year, there shall be promptly paid by Tenant to
            Landlord an amount equal to the portion of the relevant adjustment
            allocable to the part of the Operation Year which shall have elapsed
            prior to the first day of the calendar month next succeeding the
            calendar month in which the applicable escalation statement has been
            furnished to Tenant

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 2


<PAGE>

      In the event the date fixed for the expiration of the demised term shall
      be a day other than the last day of an Operation Year and in the event of
      any termination of this lease or any increase or decrease in the square
      footage of the Demised Premises, then in applying the provisions of this
      paragraph, appropriate apportionment's shall be made. Payments shall be
      made Pursuant to the provisions of this paragraph, notwithstanding the
      fact that an escalation statement is furnished to Tenant after the
      expiration of the demised term. No decrease in the Labor Rate shall in any
      way affect the obligation of Tenant to pay the fixed rent or percentage
      rent, if any.

48.   REAL ESTATE TAX ESCALATION


      Tenant agrees to pay as additional rent One and 00/100 percent (1.0%) of
      any and all increase in Real Estate Taxes above those for the New York
      city 1998 New York City Calendar Tax Year (hereinafter referred to as the
      "Base Tax Year") Imposed on the land and building of which the Demised
      Premises are a part with respect to every subsequent tax year or part
      thereof (hereinafter referred to "Comparative Tax Year) during the term of
      this lease, whether any such increase results from a higher tax rate or an
      increase in the assessed valuation of the property, or both.

      "Real Estate Taxes" shall include any special Real Estate Tax assessment
      imposed for any purpose whatsoever. If due to change in the method of
      taxation, any franchise, income, profit, or other tax, however designated,
      shall be levied against Landlord's interest in the property in whole or in
      part for, or in lieu of, any tax which would otherwise constitute Real
      Estate Taxes, such taxes shall be included in the term "Real Estate Taxes"
      for purposes hereof. All such payments shall be appropriately pro-rated
      for any partial calendar years in which the term of this lease shall
      commence or expire. A copy of the Tax Bill of the City of New York shall
      be sufficient evidence of the amount of Real Estate Taxes.

      In the event that the real estate taxes payable for any Comparative year
      shall exceed the amount of such Real Estate Taxes payable during the base
      tax year, Tenant shall pay to Landlord, as additional rent for such
      Comparative Year, an amount equal to the Percentage of the excess,
      Following the expiration of each Tax Year, Landlord shall submit to Tenant
      a statement, certified by Landlord, setting forth the Real Estate Tax
      Escalation due for the current Comparative Tax Year and the Payment, if
      any, due to Landlord from Tenant for such Comparative Tax Year. The
      rendition of such statement to Tenant together with a copy of the Tax Bill
      shall constitute prima faci proof of the accuracy thereof and, if such
      statement shows a payment due from Tenant to Landlord with respect to such
      current comparative Tax year then (i) Tenant shall make payment of any
      unpaid portion thereof within ten (10) days after receipt of such
      statement; and (ii) Tenant shall also pay to Landlord, as additional rent,
      within ten (10) days after receipt of such statement, an amount equal to
      the product obtained by multiplying the total Payment for the current
      comparative Tax Year by a fraction, the denominator of which shall be 12
      and the numerator of which shall be the number of months of the current
      comparative Year which shall have elapsed prior to the first day of the
      month immediately following the rendition of such statement; and (iii)
      Tenant shall also pay to Landlord, as additional rent, commencing as of
      the first day of the month immediately following the rendition of such
      statement and on the first day of each month thereafter until a new
      statement is rendered, 1/12th of the total Payment for the current
      Comparative Tax Year, The aforesaid monthly payments based on the total
      Payment for the current Comparative Tax year may be adjusted to refax, if
      Landlord can reasonably so estimate, known increases in rates, for the
      subsequent comparative Tax Year, whenever such Increases become known
      during such current comparative Tax Year. The payments required to be made
      under (ii) and (iii) above shall be credited toward the Payment due from
      Tenant for the subsequent Comparative Year, subject to adjustment as and
      when the statement for such comparative Tax Year is

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 3


<PAGE>

      rendered by Landlord.

      Only Landlord shall be eligible to institute tax reduction or other
      proceeding to reduce the assessed valuation of the land and building.
      Should Landlord be successful in any such reduction proceedings and obtain
      a rebate for periods during which Tenant has paid its share of increases,
      Landlord shall after deducting its expenses, including without limitation,
      attorney's fees and disbursement in connection therewith, return to Tenant
      its pro-rata share of such rebate except that Tenant may not obtain any
      portion of the benefits which may accrue to Landlord from any reduction in
      Real Estate Taxes for any year below those Imposed in the Base Tax Year.

49.   LOBBY ATTENDANT

      For the purpose of maintaining a Lobby Attendant service in passenger
      lobby of building, if such service is provided Tenant agrees to pay
      Seventy and 00/100 Dollars ($70.00) per month for the entire term of the
      lease.

50.   ADDENDA TO Article 6 - REQUIREMENTS TO LAW

      If at any time during the term of this lease, the fire safety law
      requirements of the city of New York pursuant to Local Law #5 of 1973 or
      otherwise ("Fire requirements") or the masonry or exterior wall
      requirements of the city of New York pursuant to Local law #10 of 1980 or
      otherwise ("Masonry Requirements") or any other laws or requirements of
      the City of New York or any agency having jurisdiction ("Other
      Requirements") impose any obligations or requirements upon Landlord to
      perform any alterations, installations, changes or improvements
      (collectively "changes to the building hereof and/or the Demised Premises,
      then Tenant shall pay to Landlord as additional rent One and 00/100
      percent (1.0%), ("Tenant's Payment") of all costs and expenses incurred by
      Landlord in complying with the Fire Requirements, Masonry Requirements or
      Other Requirements. Tenant's Payment shall be due and payable to Landlord
      within thirty (30) days after rendition of a bill therefor accompanied by
      a statement setting forth the changes performed by Landlord. The
      obligation of Tenant in respect of such additional rent shall survive the
      expiration of this lease.

51.   SECURITY

      Tenant has deposited with Landlord the sum of Three Thousand Five Hundred
      and 00/100 ($3,500.00) as security for the faithful performance and
      observance by Tenant of the terms, provisions and conditions of this
      lease, (two months base rent). It is agreed that in the event Tenant
      defaults in respect of any of the terms, provisions and conditions of this
      lease, including but not limited to, the payment of rent and additional
      rent, Landlord 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 additional rent or any other sum which Landlord may expend or may be
      required to expend by reason of Tenants default in respect of any of the
      terms, covenants and conditions of this lease, including but not limited
      to, any damages or deficiency in the reletting of the premises, whether
      such damages or deficiency accrued before or after summary proceedings or
      other re-entry by Landlord. In the event that Tenant shall fully and
      faithfully comply with all of the terms, provisions, covenants and
      conditions of this lease, the security shall be returned to Tenant after
      the date fixed as the end of the Lease and after delivery of entire
      possession of the Demised Premises to Landlord.

      In the event of a sale of the land and building or leasing of the
      building, of which the Demised Premises form a part, Landlord shall have
      the right to transfer the security to the vendee or lessee and Landlord
      shall thereupon be released by Tenant from all liability for

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 4


<PAGE>


      the return of such security; and Tenant agrees to look to the new Landlord
      solely for the return of said security; and it is agreed that the
      provisions hereof shall apply to every transfer or assignment made of the
      security to a new Landlord. Tenant further covenants that it will not
      assign or encumber or attempt to assign or encumber the monies deposited
      herein as security and that neither Landlord nor its successors or assigns
      shall be bound by any such assignment, encumbrance, attempted assignment
      or attempted encumbrance. Landlord agrees to place security in an interest
      bearing account. All interest and/or dividends, if any, accruing on the
      security deposited, whether in cash or otherwise as aforesaid, shall
      remain Tenants property (less standard management charge of 1%) and,
      provided Tenant is not in default in the performance of the terms,
      conditions and covenants of this lease, shall be paid to Tenant after each
      calendar year during the term, provided, however, that Tenant shall make
      written demand therefor no later than January 31st in each year

52.   HEAT AND ELEVATOR SERVICE


      Landlord shall provide necessary freight elevator service and heat, except
      in event of breakdown or emergency, only on business days from 9:00 am. to
      5.00 p.m. For the purpose of this lease, legal holidays wherein Landlord
      will not provide heat or freight elevator service shall be deemed to be
      any and all holidays recognized as contract holidays by Service Employees
      Union, Local 32B-32J.

53.   PIPES AND CONDUITS


      As an additional provision of Article 13 of the printed form of this
      lease, Landlord may erect, use and maintain any pipes, conduits or other
      lines through the Demised Premises, provided such Installation will not
      unreasonably detract from the appearance of the premises and is made in a
      manner and at such times so as not to unreasonably interfere with the
      Tenant's use of the Demised Premises.

54.   VOLATILE MATERIALS


      The Tenant nor any of Tenant's servants, employees, agents, visitors, or
      licensees shall not bring, keep, or use in or upon the Demised Premises or
      the building of which they form a part, any solvent having a flash point
      below 110F, nor shall any liquid which emits volatile vapors below the
      temperature of 1OOF be brought, kept or used in or upon the Demised
      Premises or the building of which they form a part, except as follows:

      A.  The process using such liquids shall be conducted in a room of fire
      resistant construction, as the same is or may hereafter be defined by the
      Fire Insurance Rating Organization.

      B   If more than one but not more than two gallons of such liquids are
      kept on the premises, they shall be stored in safety cans. If more than
      two but less than ten gallons of such liquids are kept on the premises,
      they must be stored in safety cans and kept in a cabinet constructed by
      Tenant in a manner approved by the Fire insurance Rating organization.
      Reasonable amounts in excess of ten gallons may be kept provided they are
      stored in a vault constructed by Tenant in a manner approved by said
      Organization.

      C.  Any use or storage of such liquids shall at all times be in accordance
      with the requirements of the Fire Department Board of Fire Underwriters
      and the Fire insurance Rating Organization.

      A breach of the aforesaid regulations shall be deemed a default of this
      lease under Paragraph 17 hereof.

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 5


<PAGE>

55.   FLOOR LOAD

      Tenant shall not place a load upon any floor of the Demised Premises
      exceeding the floor load per square foot area which it was designed to
      carry and which is allowed by law. Tenant agrees to position all machines,
      safes, business machines, printing equipment or other mechanical equipment
      in such locations as to minimize noise and vibration emanating therefrom.
      All of such installations shall be placed and maintained by Tenant, at
      Tenant's sole expense, in settings sufficient to minimize noise and
      annoyance to other tenants in Landlord's building. All of such machines
      and/or equipment installed by Tenant in the Demised Premises will not any
      time be in violation of existing laws affecting the Demised Premises nor
      in violation of the certificate of occupancy issued for the building of
      which the Demised Premises are a part.

56.   SQUARE FOOTAGE

      The Tenant does hereby acknowledge that no representations have been made
      by the Landlord or anyone acting on behalf of the Landlord as to the
      amount of square footage in the Demised Premises.

57.   TENANT ACCESS TO BUILDING

      In the event the building is locked at any time, the Landlord agrees to
      Permit the Tenant access to building and elevator and to remain in
      possession of the key to the front entrance to the building, which key or
      copy thereof shall only be placed in the hands of a responsible
      employee(s) of the Tenant. Tenant shall exercise due care and diligence to
      see that the front doors to the building are locked after each entry after
      normal building hours.

58.   ELECTRIC CURRENT

      If the Landlord elects to supply electric current to the Demised Premises,
      the Tenant agrees that electric current will be supplied by the Landlord
      and the Tenant will pay the Landlord or the Landlord's designated agent,
      as additional rent for the supplying of electric current, an amount or
      amounts set by the Landlord but not exceeding rates in the Service
      classification No. 4 of consolidated Edison company of New York, Inc. in
      effect August 1970. The Landlord at its option may, however, increase the
      additional rent charged for supplying electricity to the Demised Premises
      based upon changes, occurring subsequent to August 1970 in the method,
      rates or manner by which the Landlord thereafter purchases electricity for
      the building of which the Demised Premises are a part. Such increases in
      the additional rent charged for electricity shall be determined by a
      comparison to the nearest full percentage of the average cost per kilowatt
      hour to the Landlord at the rate in effect at which the Landlord purchased
      electricity prior to such change and the rate under which the Landlord
      will purchase electricity after such change. The period to be used for the
      aforesaid computation shall be the months of February and August
      immediately preceding such change. Average cost per kilowatt hour is
      defined as including energy charges, demand charges, fuel adjustment
      charges, rate adjustment charges, sales taxes where applicable and/or any
      other factors used by the public utility in computing its charges to the
      Landlord applied to the kilowatt hours purchased by Landlord during a
      given bill period. where more than one meter measures the service of
      Tenant, the service rendered through each meter may be computed and billed
      separately in accordance with the rates herein. Bills therefore shall be
      rendered at such times as Landlord may elect and the amount, as computed
      from a meter, shall be deemed to be, and be paid as additional rent. In
      the event that such bills are not paid within twenty-five (25 days after
      the same are

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 6


<PAGE>

      rendered, Landlord may, without further notice, discontinue the service of
      electric current to Demised Premises without releasing Tenant from any
      liability under this lease and without Landlord or Landlord's agent
      incurring any liability for any damage or loss sustained by Tenant by such
      discontinuance of service. At the option of Landlord, Tenant also agrees
      to purchase from Landlord or its agent all lamps or bulbs used in the
      Demised Premises and to pay for cost of installation thereof. Landlord
      shall not in any wise be liable or responsible to Tenant for any loss or
      damage or expense which Tenant may sustain or incur if either the quantity
      or character of electric service is changed or is no longer available or
      suitable for Tenants requirements. in the event that in the Landlord's
      sole judgement the Tenants electrical requirements necessitate the
      installation of an additional riser, risers or other proper and necessary
      equipment in connection with the Tenants electrical requirements, the same
      shall be installed by the Landlord at the Tenants sole expense, provided
      however, that, if Landlord shall determine, in its sole judgment, that the
      same will cause permanent damage or injury to the Building or to the
      demised premises, cause or create a dangerous or hazardous condition,
      entail excessive or unreasonable alterations, repairs, or expense or
      interfere with, or disturb, the other tenants or occupants of the
      Building, then Landlord shall not be obligated to make such Installation,
      and Tenant shall not make the installation, alteration, or addition with
      respect to which Tenant requested Landlord's consent. in addition to the
      installation of riser or risers, Landlord will also, at the sole cost and
      expense of Tenant, Install all other equipment necessary and proper in
      connection therewith, subject to the aforesaid terms and conditions. Rigid
      c9nduit only will be allowed. Tenant agrees that at all times its use of
      electric current shall never exceed the capacity of existing feeders to
      the building or the risers or wiring installations. it is further agrees
      by Tenant that all aforesaid costs and expenses are chargeable and
      collectible as additional rent and shall be paid by Tenant to Landlord
      within ten 110) days after rendition of any bill or statement to Tenant
      therefore. Landlord may discontinue any of the aforesaid services upon
      ninety (901 abyss notice to Tenant without being liable to Tenant
      therefore, or without in any way affecting this lease or the liability to
      Tenant hereunder or causing a diminution of rent and the same shall not te
      deemed to be a lessening or diminution of services within the meaning of
      any law, rule or regulation now or hereafter enacted, promulgated or
      issued. In the event Landlord gives such notice of discontinuance Landlord
      shall permit Tenant to receive such service direct from said public
      utility corporation upon condition that the Tenant shall at its sole
      expense entirely segregate the Tenant's electrical system so that the same
      is in no way dependent upon or connected to the circuits or distribution
      facilities of the Landlord or any other Tenant and that upon vacating the
      Demised Premises, Tenant will restore at his sole expense same to the
      condition existing prior to such segregation. Tenant shall make no
      electrical installations, alterations, additions, or changes to electrical
      equipment or appliances without the prior written consent of the Landlord
      in each instance, which consent will not be unreasonably withheld.

      Tenant will comply with the General Rules, Regulations, Terms and
      Conditions applicable to Service, Equipment, Wiring, and changes in
      Requirements in accordance with the requirements of the public utility
      supplying electricity to the building. If any tax is imposed upon
      Landlord's receipt from the sale or resale of electrical energy or gas or
      telephone service to Tenant by any Federal, State or Municipal Authority,
      Tenant agrees that, where permitted bylaw, Tenant's pro-rate share of such
      taxes shall be passed on to, and included in the bill, and paid by Tenant
      to Landlord. Bills rendered by Landlord shall be based solely on Tenants
      actual demand and energy consumption. Landlord shall have the right to
      require Tenant to place with Landlord a security deposit equal to charge
      for two months average electric consumption. Such deposit shall be in
      addition to security deposit called for in Articles 32 and 59 of this
      lease, and shall be payable within five (5) days of written notice by
      Landlord that such security deposit is due and payable. Landlord shall
      have the right to require Tenant to increase amount of security deposit to
      equivalent of two (2)

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 7


<PAGE>

      months charges in the event that Tenants consumption or utility electric
      rates shall increase.

59.   INSURANCE


      A. Tenant agrees, throughout the term of this lease for the benefit to
      both Landlord and Tenant as named assured, to maintain insurance against
      loss or damage by fire and such other risks and hazards as are Insurable
      under present and future standard forms of fire and extended coverage
      insurance policies, to the personal property, furniture, furnishing and
      fixtures belonging to Tenant located in the Demised Premises for the
      actual cash value thereof less depreciation with new York standard
      insurance company clauses for not less that 80% of the actual cash value
      thereof The policy shall provide that not less than ten (10) days prior to
      the expiration of any policy or policies, evidence of the renewal period,
      or policies, or a new certificate, together with evidence of payments of
      premiums for the renewal period, or insurance policy, as the case may be,
      shall be delivered to Landlord. Such Insurance shall further contain an
      agreement on the part of the insurance company not to cancel such policy
      or coverage or change the coverage without ten (10) days prior written
      notice to Landlord, in the event of the occurrence of any fire or other
      casualty insured against by Tenants policy, at the time of the occurrence
      of any such event, when called upon to do so by Tenant, will by
      appropriate written instrument, assign to Tenant all of Landlord's rights,
      title and interest in and to such insurance proceeds. Upon receipt by
      Tenant of such insurance proceeds, Tenant agrees to accept such payment in
      full for any loss or damage to its property and not to make any claim
      against or seek to recover from Landlord any other sum for such loss or
      damage, whether or not the loss or damage was due to the carelessness of
      Landlord or its servants, agents or employees, upon the occurrence of any
      casualty insured against, Tenant shall have full authority to, and shall
      take all necessary measures to negotiate, compromise or adjust any loss
      under Tenants policy.

      B. During the term of this lease, the Tenant, at its own cost and expense:

      (i) shall provide and keep in force for the benefit of the Landlord and
      Tenant, comprehensive general public liability policy in insurance
      companies reasonably satisfactory to the Landlord and in standard form
      protecting Landlord and Tenant against any and all liability, in the
      amount of not less than 52,000,000.00 in respect of any one accident or
      disaster, and in the amount of not less than $1,000,000.00 in respect of
      injuries to or death of any one person and in the amount of not less than
      $500,000.00 respect of destruction or damage to property. Such policies
      shall cover the Demised Premises, and all such policies with receipts
      evidencing payment of premium shall be delivered to and held by Landlord.

      (ii) Provide and keep in force sprinkler leakage Insurance which shall be
      in amounts sufficient to cover the value of Tenants merchandise and
      fixtures.

      (iii) Certificates of insurance on said policies shall be issued to
      include E. K. Trust 1/15/72 and THE ELIKAL FAMILY TRUST doing business
      as" Elk Investors" as additional insured.

      C. Tenant shall save Landlord harmless and indemnify it from and against
      all injury, loss, claims or damage to any person or property while on the
      Demised Premises arising out of use or occupancy of the Demised Premises
      by Tenant and from and against all injury, loss claim or damage to any
      person or property anywhere occasioned by any act, neglect or default of
      Tenant.

      D. Tenant shall provide, or cause to be provided, workmen's compensation
      insurance covering all persons employed in connection with the performance
      of work upon, in or about the Demised Premises.

      E. All such Insurance shall be effected in standard form under valid,
      enforceable policies issued by insurers of recognized responsibility and
      licensed to do business in the State of New York and shall, except in the
      case of workmen's Compensation Insurance, name Landlord and Tenant as the
      insured as their respective interests may appear.

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 8


<PAGE>

      Certificates of such insurance shall be delivered to Landlord from time to
      time during the term of this lease at least ten (10) days prior to the
      expiration date of the previous policy together with certificates
      evidencing the renewal of such policy with satisfactory evidence of
      payment of the premium on such policy. To the extent obtainable, all such
      policies shall contain agreements by the insurers that (i) such policies
      shall not be cancelled except upon ten (10) days prior written notice to
      each named Insured and (ii) the coverage afforded thereby snail not be
      affected by the performance of any work upon, in or about the Demised
      Premises. Nothing in this paragraph shall prevent Tenant from taking out
      such insurance under a blanket insurance policy, or policies, which also
      can cover other properties, or parts thereof, owned, leased or operated by
      Tenant as well as the Demised Premises. The Tenant agrees to pay all
      premiums and charges for such insurance and in the event of its failure to
      make any such payment when due, or in the event of its failure to provide
      such Insurance or renewal thereof, the Landlord may procure the same
      and/or pay the premium thereon (but in no event shall be obligated so to
      do), and the Tenant agrees to pay such premiums to the Landlord upon
      demand, and the same shall be deemed to be, and be, paid as additional
      rent for said premises.

60.   ENTRANCE DOORS

      Any signage, tenant identification, and/or room number displayed or locks,
      doorknobs, mail slots, or other hardware installed on, or adjacent to, any
      entrance door of demised Premises facing the common hallway shall conform
      to the building standard.

      Tenant shall purchase and install such sign(s) or hardware, at their own
      cost and expense, only after receiving Landlord's prior written consent to
      such installation.

61.   ODORS AND WASTE MATERIALS

      Tenant shall not cause or permit any unusual or objectionable odors,
      by-products or waste material to permeate from the Demised Premises.
      Tenant covenants that it will hold Landlord harmless against all claims,
      damages or causes of action for damages arising after the commencement of
      the term of this lease and will indemnify the Landlord for all such suits,
      order or decrees and judgments entered therein, brought on account of any
      such permeation from the Demised Premises of the said unusual or
      objectionable odors, by products or waste material, and, in addition,
      tenant covenants to pay any attorneys fees and other legal expenses made
      necessary in connection with any claim or suit as aforesaid, all provided,
      however, that Tenant is given immediate written notice thereof with the
      opportunity to defend by attorneys of its designation and that Landlord
      cooperates in said defense. For the purpose of eliminating any such odors,
      waste material or by-products, Tenant may erect and maintain such
      facilities and appurtenances as may be necessary to eliminate any such
      odors, by-products or waste materials. All such facilities or
      appurtenances shall be erected at Tenants sole cost and expense, shall be
      in accordance with applicable laws, orders and regulations of all
      governmental authorities and the New York Board of Fire Underwriters as
      set forth in Paragraph 6 of this lease.

62.   LATE CHARGE


      Tenant acknowledges that monthly rental payments are due on or before the
      first day of each month. Tenant shall herein be permitted to make such
      payments up to tenth day of each month without penalty. in the event that
      Tenant fails to make such payments of any portion of rents due, by the
      tenth day of each month, Landlord shall be permitted to charge Tenant as
      additional rent the sum of $150.00 as a late charge, for each late monthly
      payment, which Tenant agrees to pay within five (5) days of receipt of
      invoice.

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 9


<PAGE>

63    TENANT COVENANTS


      Tenant covenants and agrees that Tenant shall, at Tenants sole cost and
      expense:

      (i) keep the demised premises and, remove all rubbish and other debris
      from the demised premises to such location as may be specified by Landlord
      from time to time and under conditions approved by Landlord;

      (ii) keep, to the satisfaction of Landlord, the demised premises and the
      areas adjacent to the demised premises, free of vermin, rats, mice and
      insects, and shall, prior to the opening of the demised premises for
      business, obtain and maintain at all times during the term of this lease a
      service contract, with a person or company approved by Landlord (which
      approve shall not be unreasonably withheld or delayed), for the
      extermination of vermin, rats, mice and insects in and about the demised
      premises, such service contract anti all renewals or replacements thereof
      to be delivered to Landlord prior to the opening or the demised premises
      for business or, in the case of renewal or replacement contracts, prior to
      the termination or expiration of the prior contract;

      (iii) keep the demised premises (including the exterior and interior
      portions of all windows, doors and all other glass) in a neat and dean
      condition;

      (iv) obey and observe (and compel its officers, employees, contractors,
      licensees, invitees, subtenants, concessionaires and all others doing
      business with it, to obey and observe), at Tenant's sole cost and expense,
      all rules and regulations established by Landlord from time to time for
      the conduct of Tenant and/or for the welfare of the Building;

      (v) handle and dispose of all rubbish, garbage and waste from Tenant's
      operations in areas designated by Landlord from time to time in accordance
      with regulations established by Landlord and not permit the accumulation
      or burning of any rubbish or garbage in, on, or about any part of the
      Building;

      (vi) install, place or permit no awning, antenna or other projection on
      the outside walls of the demised premises unless previously consented to
      in writing by landlord anti each such awning, antenna or other projection
      so consented to shall, to the satisfaction of Landlord, be kept clean and
      in good order and state of repair and appearance by and at the expense of
      Tenant, including, whenever necessary in the reasonable judgment of
      Landlord, the replacement of awning coverings with materials reasonably
      approved by Landlord; and

      (vii) Install in the demised premises chemical extinguishing devices
      approved by the Fire Insurance Rating Organization or any similar body
      having jurisdiction over the demised premises, and shall keep and maintain
      such devices in the demised premises during the entire Term under service
      as required by such organization;

      (viii) perform, at Tenant's sole cost and expense, any work to promptly
      comply with any law, order and regulation or all state, federal, municipal
      and local governments, departments, commissions and boards and any
      direction of any public officer pursuant to law relating to the sewer
      system or any other system in or about the demised premises or relating to
      any work necessitated by any action from within the demised premises;

      (ix) have deliveries to and from the demised premises done at the time, in
      the manner and through the entrances designated by Landlord.

      (x) repair and/or replace, if necessary, to assure that the flues and
      ventilating systems are in proper working order to remove all fumes from
      the demised premises objectionable to Landlord or any tenant/occupant of
      the Building; keep, replace and maintain in good order, condition and
      repair the interior, non-structural portions of the Demised Premises and
      each and every part thereof including, without limitation, any air
      conditioning units and systems, heating units and systems, plumbing units
      and systems, electrical systems, equipment, facilities, anti fixtures.
      Tenant shall provide Landlord, upon the commencement of this Lease, a
      certificate from a licensed HVAC servicing company or contractor which
      certifies that the HVAC System is in good working order.

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 10


<PAGE>

      B. Tenant shall not at any time,  with first  obtaining  Landlord's  prior
      written consent:

      (i) change (whether by alteration, replacement, rebuilding or otherwise)
      the exterior color and/or architectural treatment of the demised premises
      or of the Building or any part thereof;

      (ii) use, or permit to be used or obstructed, any corridor, or any other
      space outside the demised premises, for display, sale, storage, or any
      other similar undertaking or allow the demised premises or any portion
      thereof to be used for housing accommodations or sleeping purposes;

      (iii) use or permit to be used, any advertising medium that may be heard
      outside the demised premises or that does not comply with the general
      policies or rules and regulations then in effect or allow any noise
      (whether music or otherwise) to emanate from the demised premises so as to
      interfere (in Landlord's sole judgment with other tenants or occupants in
      the Building;

      (iv) use the plumbing facilities for any purposes other than that for
      which they were constructed, or dispose of any garbage or other 9reion
      substance therein, whether through the utilization of so-called "disposal"
      or similar units, or otherwise;

      (v) permit window cleaning or other maintenance and janitorial services
      in and for the demised premises to be performed except in accordance with
      all laws and by such person(s) as shall be approved by Landlord and except
      during reasonable hours designated for such purposes by Landlord;

      (vi) take any action that would (A) violate Landlord's union contracts, if
      any, affecting the Building, (B) create any work stoppage, picketing,
      labor disruption, or Labor dispute, (C) interfere with the business of
      Landlord or any customer or other person lawfully in and upon the
      Building, or (D) cause any impairment or reduction of the goon will or
      reputation of the Building.

      (vii) no acids, vapors or other materials shall be discharged or permitted
      to be discharged into the waste lines, vents or flues of the demised
      premises or the Building. The water and wash closets and other plumbing
      fixtures in or serving the demised premises shall not be used for any
      purpose other than the purposes for which they were designed or
      constructed, and no sweepings, rubbish, rags, acids or other foreign
      substances shall be deposited therein. Nothing shall be swept or thrown
      Into any heating or ventilating vents or registers or plumbing apparatus
      in the demised premises, or on adjoining buildings or land or the street;

      (xi) no tenant, subtenant or licensee, or any contractor, employee, agent
      or invitee of any tenant, subtenant or licensee shall at any time bring
      Into or keep upon the demised premises any flammable, combustible,
      explosive or other dangerous fluid, chemical or substance; and

      (x) permit the emission of any odors fumes smoke or light from the demised
      premises objectionable to Landlord or any tenant/occupant of the Building.

      C.

      (i) Landlord, at Landlord's cost and expense, shall have the right to
      install a sign board of material selected by Landlord on the exterior
      portion of the demised premises. If Landlord installs such sign board,
      Tenant, at Tenant's cost and expense, shall promptly cause such signboard
      to be engraved with Tenant's business or trade name or logo, illuminated
      and maintained, provided, however, that Tenant may not engrave or
      illuminate such sign board without obtaining Landlord's prior consent to
      the style, design, size and general appearance of the engraving and its
      illumination. Tenant shall pay for the cost of all bulbs used to
      illuminate Tenant's sign board.

      (ii) Tenant shall not, without Landlord's prior consent, place or install
      any sign on any exterior portion of the demised premises (including, with
      limitation, both the interior and exterior surfaces of windows and doors).
      Tenant shall comply with all of Landlord's requirements and policies for
      signage and window displays.

      (iii) Tenant shall not place in or on any window or other area visible to

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 11
<PAGE>

      public view from the outside of the demised premises;

            (A) any so-called "flashing", "neon", or "animated" sign or one
            which otherwise has variations in the intensity of Illumination
            without first obtaining Landlord's approval; or

            (B) any other sign without obtaining Landlord's approval as to the
            number, size, type, style, design, intensity (if illuminated) and
            location thereof. Tenant shall not, after obtaining any such
            approval, change any sign in any respect whatsoever without first
            obtaining Landlord's prior approval of such change.

      (iv) in the event that Tenant does not comply with the provisions of this
      Section 63 (c) in connection with signs or their installation, Landlord
      reserves the right, upon one (1) day's prior written notice to Tenant, and
      at Tenants sole cost and expense, to remove any such sign. The rights of
      Landlord as set forth in this Section 63 (c) (iv) shall not be deemed
      Landlord's exclusive remedy for Tenants default or failure to comply with
      the provisions of this Section 63.

      (v) As used in this lease, the word "sign" shall be construed to include
      any placard, light or other advertising symbol or object irrespective of
      whether same be temporary or permanent.

      Tenant expressly acknowledges and agrees that the violation by Tenant of
      any of the covenants, agreements, terms, provisions and conditions
      contained in this Article 63 after the applicable notice and grace period
      specifically provided in Article 17 has expired shall be deemed a
      substantial default by Tenant under the terms of this lease entitling
      Landlord to give notice of cancellation of this lease as provided in
      Article 17 hereof. Any demand or demands by Landlord pursuant to the
      provisions of this Article 63 and compliance therewith by Tenant shall not
      affect this lease or Tenants liability hereunder, nor shall Tenant be
      entitled to any compensation or diminution or abatement of rent by reason
      thereof.

64.   LANDLORD'S COSTS BY TENANT'S DEFAULTS

      If Landlord, as a result of a default by Tenant of any of the provisions
      of this lease, including the covenants to pay rent and/or additional rent,
      makes any necessary expenditure or incurs any necessary obligations for
      the payment of money, including but not limited to attorney's fees, in
      Instituting, prosecuting or defending any action or proceeding, such sums
      so paid or obligations so incurred with interest and costs shall be deemed
      to be additional rent hereunder and shall be paid by Tenant to Landlord
      within five (5) days of rendition of any bill or statement to Tenant
      therefore, and if Tenant's lease term shall have expired at the time of
      making such expenditure or incurring such obligations, such sum shall be
      recoverable by Landlord as damages.

65.   FURTHER PROVISIONS AS TO DEFAULT

      If Tenant is late in making any payments due to Landlord from Tenant under
      this Lease for thirty (30) or more days, then interest shall become due
      and owing to Landlord on such payment from the date thirty (30) days after
      which it was due, which Interest shall be computed at the following rates:

      A. for an Individual or partnership tenant, computed at the maximum lawful
      rate of interest;

      B. for a corporate tenant, computed at Two and 00/100 (200%) percent per
      month, but in no event in excess of the maximum lawful rate of interest
      chargeable to corporations in the State of New York.

      Bills for any expenses Incurred by Landlord in connection with any
      performance by it for

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 12


<PAGE>

      the account of Tenant after a default hereunder beyond the applicable
      grace period, and bills for all costs, expenses and disbursements of every
      kind and nature whatsoever, including reasonable counsel fees involving in
      collecting or endeavoring to collect the Fixed Rental or Additional Rental
      or any part thereof, enforcing or endeavoring to enforce any rights
      against Tenant, under or in connection with this lease, or pursuant to
      law, including any such cost, expense and disbursement Involved in
      instituting and prosecuting summary proceedings, as well as bills for any
      property, material, labor, or services provided, furnished or rendered, by
      Landlord at Tenant's instance to Tenant, may be sent by Landlord to Tenant
      monthly, or immediately, at Landlord's option, and shall be due and
      payable in accordance with the terms of such bills.

      It is hereby agreed that in the event of the termination of this lease
      pursuant to the provisions of Article 17, notwithstanding the provisions
      of Article 18, that Landlord may, at Landlord's option, forthwith be
      entitled to recover from tenant as and for liquidated damages with respect
      to any such lease termination, an amount equal to the rent provided
      hereunder for the unexpired portion of the term demised. Upon the
      computation of such damages, all rent payable hereunder after the date of
      termination, shall be discounted from the date of termination at the rate
      of tour (4%) percent per annum, in the event that the premises are relet
      after the date of such termination and the date of the collection of the
      aforesaid liquidated damages, then Landlord agrees that on the date (the
      "Normal Expiration Date") Which would otherwise have been the normal
      expiration of this lease but for the termination of this lease pursuant to
      the provisions of Article 17, Landlord shall pay to Tenant a sum equal to
      the minimum rent actually paid Landlord from the date of such termination
      to the Normal Expiration Date, less any and all expenses of any type, kind
      or nature incurred by Landlord in connection with the reletting of the
      demised premises whether foreseen of unforeseen and whether ordinary or
      extraordinary as conclusively determined by Landlord, provided, however,
      that such payment shall in no event exceed the amount of liquidated
      damages actually paid by Tenant as aforesaid. The foregoing, however,
      shall not Imply any obligation upon Landlord to relet the premises in the
      event of any termination pursuant to the provisions of Article 17, nor
      shall it constitute Landlord as Tenant's agent with respect to any
      reletting of such premises. Nothing herein contained shall, however, limit
      or prejudice the right of Landlord to prove for and obtain as liquidated
      damages by reason of any such termination an amount equal to the maximum
      allowed by any statute or rule of law in effect at the time when, and
      governing the proceedings in which, such damages are to be proved, whether
      or not such amount be greater than, equal to, or less that the amount
      referred to above.

66.   HOLDING OVER

      If Tenant holds over in possession after the expiration or sooner
      termination of the original term or of any extended term of this lease,
      such holding over hereafter shall continue upon the covenants and
      conditions herein set forth except that the charge for use and occupancy
      of such holding over for each calendar month or part thereof (even if such
      part shall be a small fraction of a calendar month) shall be the sum of:

      A.    1/12 of the highest annual rent rate set forth in this lease, times
            2.5, plus

      B.    1/12 of the net increase, if any, in annual fixed rental due solely
            to increase in the cost of the value of electric service furnished
            tote premises in effect on the last day of the term of the lease,
            plus

      C.    1/12 of all other Items of annual additional rental, which annual
            additional rental would have been payable pursuant to this tease had
            this lease not expired, plus the expiration or sooner termination of
            this lease. The aforesaid provisions of the Article shall survive
            the expiration or sooner termination of lease.

      D.    those other Items of additional rent (not annual additional rent)
            which would have been payable monthly pursuant to this lease, had
            this lease not expired, which total

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 13


<PAGE>

            sum Tenant agrees to pay to Landlord promptly upon demand, in full,
            without setoff or deduction. Neither the billing nor the collection
            of use and occupancy in the above amount shall be deemed a waiver of
            any right to Landlord to collect damages for Tenant's failure to
            vacate the Demised Premises after the expiration or sooner
            termination of this lease. The aforesaid provisions of the Article
            shall survive the expiration or sooner termination of lease.

67    UNCOLLECTABILITY OF RENT

      In the event that base annual rent or additional rent or any portions
      thereof ("Rent"), is declared or deemed to be uncollectible or is not or
      may not be collectible, by virtue of any Federal, State, City, Local or
      Municipal Law, Regulation, Order or Presidential Order, in the nature of a
      wage-price rent freeze or other wise (the "Legal Rent Restriction"), then
      at Landlord's sole option, to be exercised within thirty (30) days of the
      effective date of such Legal Rent Restriction; either (A) Tenant shall
      enter such agreements and take such other steps (without additional
      expense to Tenant) as Landlord requests and as may be legally permissable
      to permit Landlord to collect maximum rents which from time to time during
      the continuance of such Legal Rent Restriction may be legally permissable
      (but not in excess of the amounts reserved therefore under this Lease).
      Upon the termination of such legal Rent Restriction, (a) Rent shall be
      payable in accordance with the amounts reserved herein for the periods
      following such termination, and (b) Tenant shall pay Landlord, to the
      maximum extent legally permissable, an amount equal to (i) the Rent that
      would have been paid pursuant to this lease but for such Legal Rent
      Restriction, less (ii) the Rent actually paid by Tenant during the period
      such Legal Restriction was in effect, or (B) Landlord may, by written
      notice to Tenant ("Termination Notice") terminate this lease, such
      termination to be effective on the date set forth in the Termination
      Notice, which date shall not be more than thirty (30)days subsequent to
      the date of the Termination Notice.

68.   ARBITRATION

      (a) Either party may request arbitration of any matter in dispute with
      respect to which arbitration is expressly provided in this lease as the
      appropriate remedy. The party requesting arbitration shall do so by giving
      notice to that effect to the other party, and both parties shall promptly
      thereafter jointly apply to the American Arbitration Association (or any
      organization successor thereto) in the City and County of New York for the
      appointment of a single arbitrator.

      (b) The arbitration shall be conducted in accordance with the then
      prevailing rules of the American Arbitration Association (or any
      organization successor thereto) in the City and County of New York and,
      subject to the terms of the immediately succeeding sentence, judgment on
      the award rendered by the arbitrator may be entered in any court having
      jurisdiction thereof. In rendering such decision and award, the arbitrator
      shall not add to, subtract from, or otherwise modify the provisions of
      this lease.

(c)   If, for any reason whatsoever, a written decision and award of the
      arbitrator shall not be rendered within sixty (60) days after the
      appointment of such arbitrator, then at any time thereafter before such
      decision and award shall have been rendered, either party may apply to the
      Supreme Court of the State of New York in New York County or to any other
      court having jurisdiction and exercising the functions similar to those
      now exercised by such court, by action, proceeding, or otherwise (but not
      by a new arbitration proceeding) as may be proper to determine the
      question in dispute consistently with the provisions of this lease.

(d)   All the expenses of the arbitration shall be borne by the parties equally.

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 14


<PAGE>

69.   NOTICES

      Any notice or other communication relative to this lease shall be in
      writing and shall be considered given when mailed by registered or
      certified mail, return receipt requested, to the respective party at its
      address herein set forth as at such other address as either party may
      designate by notice given in accordance with this paragraph. All payments
      of rent or additional rents due under this lease shall be mailed in
      accordance with this paragraph, by regular mail or delivered by hand as
      Landlord may designate.

70.   NO ORAL AGREEMENTS

      This lease together with riders attached, contains the complete agreement
      between Landlord and Tenant in its entirety with respect to the premises
      leased herein, and cannot be changed, modified or terminated orally. There
      are no representations, agreements, arrangements or understandings oral or
      written, between Landlord and Tenant up to the date of this lease, which
      are not full contained herein.

71.   LEASE NOT BINDING UNLESS EXECUTED

      Submission by Landlord of this tease for execution by Tenant shall confer
      no rights nor impose any obligations on either party unless and until both
      Landlord and Tenant shall have executed this lease and duplicate originals
      thereof shall have been delivered to the respective parties. in the event
      that Tenant is a corporation, simultaneously with the execution and
      delivery of same by Tenant to Landlord, Tenant will furnish to Landlord a
      certified copy of a resolution of its board of Directors authorizing the
      execution of this lease.

72.   LIMITATION OF LIABILITY

      Tenant agrees that the liability of Landlord under this lease and all
      matters pertaining to or arising out of the tenancy and the use and
      occupancy of the Demised Premises, shall be limited to Landlord's interest
      in the building of which the Demised Premises form a part, the land on
      which such building stands, the rents and profits therefrom and the
      proceeds of insurance thereon and in no event shall Tenant make any claim
      against or seek to Impose any personal liability upon any general or
      limited partner of Landlord or any principal of any firm or corporation
      that may hereafter be or become the Landlord.

73.   SUBLETTING AND ASSIGNMENT

      A. Supplementing Article 11 hereof, if Tenant requests Landlord's consent
      to the subletting of the Demised Premises, it shall submit to Landlord in
      writing, by registered or certified mail, the following information:

      1.    The name of the proposed subtenant;

      2.    The terms and conditions of the proposed subletting;

      3.    The nature and character of the business of the, proposed subtenant;

      4.    Banking, financial, and other credit information relating to the
            proposed subtenant reasonably sufficient to enable Landlord to
            determine the financial responsibility of said proposed subtenant.

      upon receipt of such request from Tenant, Landlord shall have an option,
      to be exercised in writing within forty-five (45) days thereafter, to
      terminate the lease effective on a date (the Termination Date) set forth
      in Landlord's notice of termination, which shall not be less than thirty
      (30) days nor more than one hundred and twenty (120) days following the

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 15


<PAGE>

      service upon Tenant of Landlord's notice of termination.

      In the event Landlord shall exercise such option to terminate the lease,
      this lease shall expire on the Termination Date as if that date had been
      originally fixed as the expiration date of the term herein granted and
      Tenant shall surrender possession of the entire Demised Premises on the
      Termination Date in accordance with the provisions of this lease.

      Landlord's option to terminate this lease shall not be exercised where
      Tenants request to sublet a portion of premises does not exceed 50% of
      Demised Premises, provided that proposed subtenant is in a similar or
      related field.

      B. If Landlord shall not exercise its option within the period aforesaid
      then Landlord's consent to such request shall pot be unreasonably
      withheld, but only on condition:

      (i) That the subletting shall be to a Tenant whose occupancy will be in
      keeping with the dignity and character of the then use and occupancy of
      the building by other Tenants and whose occupancy will not be more
      objectionable or more hazardous than that of Tenant herein, in no event
      shall any subletting be permitted to a school, medical clinic, or
      counseling facility of any kind; an empio4ment or placement agency; or
      governmental or quasi-governmental agency;

      (ii) That the subletting shall not be to any Tenant, subtenant, or
      assignee of any premises in the building of which the Demised Premises
      form a part;

      (iii) That the subletting shall not be at a lower rental rate than that
      being charged by Landlord at the time for similar space in the building;

      (iv) That the sublease will expressly prohibit assignment of the sublease
      or further subletting be the subtenant without Landlord's written consent.
      The consent by Landlord to a subletting shall not relieve Tenant from
      obtaining the express consent in writing of Landlord to any further
      subletting.

      C. Anything herein contained to the contrary notwithstanding, but without
      releasing Tenant from its obligations for full performance hereunder,
      Tenant shall have the right, without the consent of Landlord, to assign or
      sublet all or any part of the Demised Premises to one or more controlled
      subsidiary or affiliated companies, or to a parent company (existing or
      future), and Tenant shall have the right to permit the Demised Premises or
      any part thereof to be used by any controlled subsidiary or affiliated
      and/or parent companies, provided that a duplicate original of the
      assignment or sublease shall be delivered to Landlord within seven (7)
      days after execution, and provided that such assignment or sublease shall
      permit only such use and occupancy as is permitted under this lease.

      Further, Tenant may assign this lease in its entirety without the consent
      of Landlord to any successor corporation (by consolidation or merger or
      sale of substantially all of its assets) provided the assets and
      consolidated net worth of such successor corporation and its consolidated
      subsidiaries, determined iii accordance with generally accepted accounting
      principles on a pro-forma basis from the then most recent audited (by
      Independent certified public accountants) balance sh6ets of all
      corporations which shall have been merged or consolidated with or Into
      such successor corporation, shall not be materially less than the assets
      and consolidated net worth of Tenant and its consolidated subsidiaries as
      shown by Tenant's most recent audited (by independent certified public
      accountants) balance sheet, provided that Tenant shall have delivered to
      Landlord an agreement on the part of such successor corporation whereby
      such successor corporation agrees to assume, and does assume, all of the
      obligations and duties on the part of the Tenant to be performed
      hereunder.

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 16


<PAGE>

74.   CERTIFICATES BY TENANT

      At any time and from time to time, Tenant, for the benefit of Landlord and
      the lessor under any ground lease or underlying lease or the holder of any
      leasehold mortgage affecting any ground lease or underlying lease, or of
      any fee mortgage covering the land or the land and building containing the
      Demised Premises, on at least five (5) days prior written request by
      Landlord, will deliver to Landlord a statement, certifying that this lease
      is not modified and is in full force and effect or if there shall have
      been modifications that the same is in full force and effect as modified,
      and stating the modifications), the commencement and expiration dates
      hereof, the dates to which the fixed rent, additional rent and other
      charges have been paid, and whether or not to the best knowledge of the
      signer of such statement, there are any then existing defaults on the part
      of either Landlord or Tenant in the performance of the terms, covenants
      and conditions of this lease, and if so, specifying the default of which
      the signer of such statement has knowledge.

75.   ESTOPPEL CERTIFICATES

      Tenant agrees, at any time and from time to time, as requested by
      Landlord, upon not less than ten (10) days prior notice, to execute,
      acknowledge and deliver to Landlord and/or any other person, firm or
      corporation specified by Landlord, a statement (ii) certifying that this
      lease is unmodified and in full force and effect (or, if there have been
      modifications, that the same are in full force and effect as modified and
      stating the modifications) and whether any options granted to Tenant
      pursuant to the provisions of this lease have been exercised, (ii)
      certifying the dates to which the base rent and additional rent have been
      paid and the amounts thereof, (iii) stating whether or not, to the best
      knowledge of Tenant Landlord 15 in default in performance of any of its
      obligations under this lease, and, if so, specifying each such default of
      which Tenant may have knowledge, and (iv) such other Information as
      Landlord may reasonably request Tenant acknowledges and agrees that any
      such statement delivered pursuant hereto may be relied upon by others with
      whom Landlord may be dealing, including, without limitation, a Superior
      Lessor, a Superior Mortgagee, a Junior Leasehold Mortgagee or an lessee or
      any prospective purchaser, lessee, mortgagee or assignee of any mortgagee
      or lessee.

76.   EXCULPATION AND JOINT LIABILITY

      (a) Tenant agrees to look only to Landlord's estate and interest in the
      commercial unit for the satisfaction of any right or remedy of Tenant for
      the collection of a judgment (or other judicial process) requiring the
      payment of money by Landlord in the event of any liability by Landlord
      hereunder, and no other property or assets of Landlord or any partner,
      member, officer or director thereof, disclosed or undisclosed, shall be
      subject to levy, execution, attachment or other enforcement procedure for
      the satisfaction of Tenants remedies under or with respect to this lease,
      the relationship of Landlord and Tenant hereunder, or Tenant's use or
      occupancy of the demised premises.

      (b) if there shall be more than one person and/or entity named as Tenant
      herein, then all such persons and/or entities shall be deemed to be joint
      tenants in the leasehold estate demised hereby, with joint and several
      liability hereunder.

77.   LANDLORD'S WORK

      Tenant agrees to accept the Demised Premises in "as is" condition, except
      as specified, on schedule "B" attached hereto.

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 17


<PAGE>

78.   TENANT'S ALTERATIONS

      Supplementing Article 3 of this lease, Landlord's consent shall not be
      required for minor changes such as painting anti installation of cabinets
      and shelves. If Tenant desires to perform any other renovations,
      decorations, additions, installations, improvements and/or alterations of
      any kind or nature in the premises during the term of this lease
      (hereinafter called "Tenant's Work" it will deliver to Landlord plans and
      specifications therefor for Landlord's prior prompt written approval (not
      to be unreasonably withheld if Tenants Work will not change the character
      of Landlord's building standard installations or reduce the value of the
      Demised Premises below that Immediately before the performance of Tenant's
      Work). if Landlord shall approve the plans and specifications for Tenant's
      Work, Tenant shall, before commencement thereof:

      A. Obtain the necessary consents, authorizations and licenses from all
      federal, state and/or municipal authorities having jurisdiction over such
      work;

      B. Furnish to Landlord a copy of the contract made by Tenant with the
      contractor and/or other person or persons who will perform tenants work,
      which contract will provide, among other things,

      (i) that the work will be done in accordance with the approved plans and
      specifications anti the consents, authorizations anti license obtained;

      (ii) that the contractor or other persons performing the work will look
      solely to Tenant for payment and will hold Landlord and the Demised
      Premises and the building containing the Demised Premises free from all
      liens and claims of all persons furnishing labor or materials therefor, or
      both;

      (iii) that similar waivers of the right to file Mechanic's Liens shall be
      obtained from all subcontractors and materialmen;

      C. Furnish to the Landlord a certificate or certifIcates of Workmen's
      Compensation Insurance covering all persons who wIll perform Tenant's Work
      for Tenant or any contractor, subcontractor or other person.

      D. Furnish to Landlord an original Policy of Public Liability Insurance
      covering Landlord in limits of five hundred thousand ($5OO,000.0O) dollars
      for injuries or damages to any one person and one million ($1,000.OOO.OO)
      dollars in any one accident or disaster and two hundred and fifty thousand
      ($250,000.00) dollars with respect to property damage, in a company
      approved by Landlord. Such policy shall provide that no cancellation shall
      be effective unless ten (10) days prior written notice has been given to
      Landlord.

      Tenant agrees to Indemnify and save Landlord ha less from and against any
      anti all bills for labor performed and equIpment, fixtures, and materials
      furnished to Tenant and from and against any and all liens, bills or
      claims therefor or against the Demised PremIses or the building containing
      the same from and against all losses, damages, costs, expenses, suIts anti
      claims whatsoever in connection with Tenants Work- The cost of Tenants
      Work shall be paid for in cash or its equivalent, so that the Demised
      Premises and the building containing the same shall at all times be free
      of liens for labor and materials supplied or claimed to have been
      supplied. If the performance of Tenant's work shall interfere with the
      comfort and/or convenience of other tenants in the building or shall cause
      damage to or otherwise interfere with the occupancy of adjacent
      buildings, Tenant shall upon Landlord's demand remedy or remove the
      condition or conditions complained of. Tenant further covenants and
      agrees to indemnify and save Landlord harmless from and against any and
      all claims, losses, damages, costs, expenses, suits and demands
      whatsoever made or asserted against Landlord by reason of the foregoing.

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 18


<PAGE>

79.   LANDLORD'S APPROVALS

      Whenever Tenant shall submit to Landlord any plan, agreement or other
      document for Landlord consent or approval, and Landlord shall require the
      expert opinion of Landlord's counsel or architect as to the form or
      substance thereof, Tenant shall reimburse Landlord for all reasonable
      expenses Incurred by Landlord. The fees of the architect or engineer shall
      be $350.00 per each subdivision of plans and specifications unless the
      submission is unduly complicated.

80.   REAL ESTATE BROKERS

      Tenant represents that it has dealt with no real estate brokers in
      negotiating this Lease, and agrees to indemnify and hold harmless Landlord
      in the event that claims for brokerage arising from this transaction are
      made by any real estate broker

81.   GOOD GUY CLAUSE

      As an Inducement for the granting, execution and delivery of this Lease
      (herein the "Lease") by E.K TRUST 01/15172 and THE ELIKAL FAMILY TRUST the
      Landlord therein named (herein the "Landlord") to YOUNETWORK CORPORATION,
      the Tenant therein named (herein the "Tenant"), and in further
      consideration of the sum of One ($100) Dollar and other good and valuable
      consideration paid by Landlord to the undersigned, the receipt and
      sufficiency of which is hereby acknowledged, the undersigned, DON SENERATH
      AND KYLE TAYLOR, officers with controlling interest of Tenant (herein and
      in the Lease as the "Guarantor), hereby personally guarantees to the
      Landlord, its successors and assigns, the full and prompt payment of Rent,
      as defined in the Lease and any sums and charges payable by Tenant, its
      successors and assigns, under the Lease, and hereby further guarantees the
      full and timely performance and observance of all covenants, terms,
      conditions and agreements of the Lease to be performed and observed by
      Tenant, its successors and assigns; and Guarantor hereby covenants and
      agrees to and with Landlord, its successors and assigns, that if default
      shall at anytime be made by Tenant, its successors and assigns, in the
      payment of Rent, or it Tenant should default in the performance and
      observance of any of the terms, covenants, provisions or conditions
      contained in the Lease, Guarantor Shall and will forthwith faithfully
      perform and fulfill all of such terms, covenants, conditions and
      provisions and will forthwith pay to Landlord all damages that may arise
      in consequence of any default by Tenant its successors and assigns, under
      the lease, including without limitation, all reasonable attorneys' tees
      and dIsbursements incurred by Landlord or caused by any such default
      and/or by the enforcement of this Guaranty. if at any time the term
      "Guarantor shall include more than 1 person or entity, the obligations of
      all such persons and/or entities under this Guaranty shall be joint and
      several.

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 19


<PAGE>

      Not withstanding anything contained herein to the contrary, the
      obligations of Guarantor under this Guaranty shall terminate upon the
      occurrence of the following (i) the Tenant has surrendered actual
      possession of the Demised Premises to Landlord in the manner and condition
      required by Article 22 of the Lease, and (ii) at the time of such
      surrender, all base annual rent and additional rent due under the Lease
      has been paid to Landlord up to such time and any free rent under the
      Lease has been reimbursed to Landlord irrespective of whether Tenant is
      required to pay same under Lease.

                               You Network Corp. [Seal]


      Witness:

                               By: /s/ Don Senerath
      -------------------          ----------------------------
                                   DON SENERATH

      Witness:

                               By: /s/ Kyle Taylor
      -------------------          ----------------------------
                                   KYLE TAYLOR

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

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<PAGE>

                                   SCHEDULE B

                                 LANDLORD'S WORK

            1.    Paint premises in building standard color

            2.    Install standard building carpet in premises

            3.    Replace ceiling tiles

            4.    install baseboard

ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE DATED APRIL 3, 1998
BETWEEN E.K. TRUST 1/15/72 AND THE ELIKAL FAMILY TRUST D/B/A ELK INVESTORS AND
YOUNETWORK CORPORATION, FOR SUITE 607 AT 220 EAST 23RD STREET, NEW YORK, NY
10010.

Page 21