Exhibit 10.5
                                  GUARANTY

     THIS GUARANTY, made this        day of December, 1996, by Princeton Media 
Group, Inc. ("Guarantor"); located at 14411 Commerce Way, The Shula Bldg., 
Suite 420, Miami Lakes, Florida 33016.

                                 WITNESSETH:

     WHEREAS, Princeton Publishing, Inc., a New York Corporation ("Lessee"), 
is about to enter into a lease of even date herewith (the "Lease"), among 12 
West 27th Street Associates, as lessor ("Lessor"), and Lessee, as Lessee, of 
certain premises in the building located at and known as 12 West 27th Street, 
New York, New York and more particularly described in the Lease; and

     WHEREAS, Lessor is unwilling to enter into the Lease unless Guarantor 
executes and delivers this Guaranty.

     NOW, THEREFORE, in order to induce Lessor to enter into the Lease and for 
$1.00 and other good and valuable consideration, the receipt and sufficiency 
of which are hereby acknowledged, Guarantor agrees with Lessor as follows:

     1.      Guarantor unconditionally guarantees the due and punctual payment 
by Lessee of all fixed rent, additional rent and other charges and the 
performance and observance of all of the terms, covenants and conditions of 
the Lease to be paid, performed and observed by Lessee during the term of the 
Lease.

     2.     If, at any time during the term of the Lease, default shall be 
made by Lessee in the payment of any fixed rent, additional rent or other 
charges due under the Lease, Guarantor shall forthwith upon demand pay the 
same, as the case may be, in the place and stead of Lessee.

     3.     Any act of Lessor, or the successors or assigns of Lessor, 
consisting of a waiver of any of the terms or conditions of the Lease, or the 
giving of any consent to any matter or thing relating to the Lease, or the 
granting of any indulgences or extensions of time to Lessee, may be done 
without notice to or consent from Guarantor, and without releasing any 
obligations of Guarantor hereunder. Guarantor also waives notice of acceptance 
of this Guaranty and notice of any default or defaults under the Lease by 
Lessee.

     4.     The obligations of Guarantor hereunder shall not be released by 
Lessor's receipt, application or release of any security given for the 
payment, performance and observance of any covenant or condition in the Lease; 
nor by any modification of the Lease, but in the case of any such modification 
the liability of Guarantor shall be deemed modified in accordance with the 
terms of any such modification.

     5.     The liability of Guarantor hereunder shall in no way be affected 
by (a) the release or discharge of Lessee in any Creditor's, receivership, 
bankruptcy or other proceedings, (b) the impairment, limitation or 
modification of the liability of Lessee or its estate in bankruptcy, or of any 
remedy for the enforcement of Lessee's liability under the Lease, resulting 
from the operation of any present or feature provision of the U.S. Bankruptcy 
Act or other statute or from the decision of any court; (c) the rejection or 
disaffirmance of the Lease in any such proceedings, unless such rejection or 
disaffirmance relates solely to a specific matter of performance or payment 
which would be illegal, (d) the assignment or transfer of the Lease by Lessee, 
unless the Assignee delivers to Landlord a guaranty in a form similar to this 
Guaranty from a third party which in Landlord's reasonable judgment provides a 
guaranty reasonably similar in value to that of Guarantor; or (c) any 
disability or other defense of Lessee (other than a defense by or available to 
Lessee under, by virtue of or pursuant to the Lease).

     6.     Until all the covenants and conditions in the Lease on Lessee's 
part to be paid, performed and observed during the term of the Lease are fully 
paid, performed and observed, Guarantor will subordinate any liability or 
indebtedness of Lessee now or hereafter held by Guarantor to the obligations 
of Lessee to Lessor under the Lease.

     7.     Lessor may, at its option, join Guarantor as a party in any 
action, suit or proceeding commenced against Lessee for the non-payment of 
fixed rent, additional rent or other charges.  In any event, (a) judgment is 
also taken or had against Lessee, and (b) this Guaranty may be enforced 
against Guarantor without first proceeding against Lessee.

     8.     Guarantor agrees that if judgment shall be entered against 
Guarantor in any action, suit or proceeding to enforce this Guaranty, 
Guarantor will reimburse Lessor for all reasonable costs and expenses incurred 
by Lessor in connection therewith, including, without limitation, reasonable 
counsel fees.

     9.     Guarantor and Lessor each waive trial by jury of any and all 
issues arising in any action, suit or proceeding tow hich Lessor and Guarantor 
may be parties upon, under or connected with this Guaranty or any of its 
provisions, directly or indirectly.

     10.     The obligations of Guarantor under this Guaranty shall be 
absolute and unconditional, shall not be subject to any counterclaim, set-off, 
deduction or defense based upon claim Guarantor may have against Lessor and 
shall remain in full force and effect without regard to, and shall not be 
released, discharged or terminated or in any other way affected by, any 
circumstance or condition (whether or not Guarantor shall have any knowledge 
or notice thereof), including, without limitation: (a) any amendment, 
modification, extension or renewal of the Lease (except that the liability of 
Guarantor hereunder shall be deemed to apply to the Lease as so amended, 
modified, extended or renewed); (b) any exercise or non-exercise by Lessor of 
any right, power or remedy under or in respect of the Lease, or any waiver, 
consent, indulgence or other action, inaction or omission under or in respect 
of the Lease; (c) a sale, sublease, surrender, forfeiture, re-entry, reletting 
or other transfer in respect of the Lease or any or all of or any interest in 
the building of which the demised premises are a part by Lessor or Lessee; (d) 
any bankruptcy, insolvency, reorganization, composition, adjustment, 
dissolution, liquidation or other like proceeding involving or affecting 
Lessee or Lessor or their properties or creditors, or any action taken with 
respect to the Lease, by any trustee or receiver of Lessor or Lessee, or by 
any court, in any such proceeding; (e) any limitation on the liability or 
obligations of Lessee under the Lease, or any invalidity or unenforceability, 
in whole or in part, of any obligation of Lessee under the Lease or of any 
term of the Lease; or (f) any transfer by Guarantor of any or all of the 
capital stock of Lessee.

     11.     Guarantor at its expense will execute, acknowledge and deliver 
all such instruments and take all such action as lessor from time to time may 
reasonably request for the assuming to Lessor the full benefits intended to be 
created by this Guaranty.

     12.     This Guaranty shall continue in full force and effect throughout 
the Guaranty Period and thereafter so long as any obligation or liability of 
Lessee provided for in the Lease shall remain unperformed or unsatisfied 
(whether or not the Lease shall have terminated).

     13.     Any notice or other communication hereunder shall be in writing 
and shall be deemed duly served if mailed by registered or certified mail in 
any United States post office station or letter box, addressed if to Guarantor 
to it at the address of Guarantor set forth herein or such other address as 
Guarantor shall last designated by notice to Lessor, and addressed it to 
Lessor to it at 30 West 26th Street, 8th floor, New York, New York 10010 or 
such other address as Lessor shall have last designated by notice to 
Guarantor.

     14.     This Guaranty shall inure to the benefit of and may be enforced 
by Lessor, its successors or assigns, and shall be binding upon and be 
enforceable against Guarantor and its successor and assigns.

     15.     This Guaranty may not be changed, modified, discharged or 
terminated orally or in any manner other than by an agreement in writing 
signed by Guarantor and Lessor, or their respective successors and assigns.

     16.     This Guaranty and any issues arising hereunder shall be governed 
by the law of New York.

     IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty on the day 
and year first above written.

                                          /s/ James McNamara, Chairman

STATE OF NEW YORK )
                    ss.:
COUNTY OF NEW YORK )

     On the 23 day of Jan., before me personally came James McNamara, who 
being by me duly sworn, did depose and say that he resides at New York, that 
he is the Chairman of Princeton Media Group, Inc., the corporation described 
in and which executed the foregoing instrument; that he knows the seal of said 
corporation; that the seal affixed to said instrument is such corporate seal; 
that it was so affixed by order of the Board of Directors of said corporation 
and that he signed his name thereto by like order.

                                   /s/  
                                   Notary Public

                                   HOWARD LONDA
                                   Notary Public, State of New York
                                   No. 7589235
                                   Qualified in Rockland County
                                   Certified in New York County
                                   Commission Expires June 30, 1998