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                                                                  EXHIBIT 10.12


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                                    SUBLEASE

                               ELEMENT K PRESS LLC

                                  "Sublandlord"

                                     -with-

                             ELEMENT K CONTENT, LLC

                                   "Subtenant"


                                Leased Premises:

                             Canal View Office Park
                               Brighton, New York



                            Dated: February 10, 2000

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                                    SUBLEASE

              SUBLEASE (this "Sublease") made as of February 10, 2000, between
ELEMENT K PRESS LLC, a Delaware limited liability company, with an office and
place of business at 500 Canal View Boulevard, Rochester, New York 14623
("Sublandlord"), and ELEMENT K CONTENT LLC, a Delaware limited liability
company, with an office at 500 Canal View Boulevard, Rochester, New York 14623
("Subtenant").

                              W I T N E S S E T H :

              WHEREAS, pursuant to a certain lease, dated July 14, 1995, between
LFN Associates ("Prime Landlord"), as landlord, and Ziff-Davis Inc. (as
predecessor-in-interest to Sublandlord), as tenant, as amended by that certain
Amendment No. 1 to Lease Agreement, dated October __, 1995, and further amended
by that certain Second Amendment to Agreement of Lease (the "Second Amendment"),
dated June 27, 1997 (collectively the "Prime Lease"), for certain premises (the
"Leased Premises") located at Canal View Office Park (the "Building"), located
at the intersection of Brighton-Henrietta Town Line Road and Canal View
Boulevard, Brighton, New York.

              WHEREAS, Sublandlord desires to sublease to Subtenant and
Subtenant desires to take and hire from Sublandlord a portion of the Leased
Premises, all upon the terms and subject to the conditions set forth herein.

              NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties agree as follows:

1.     Premises. Sublandlord hereby subleases to Subtenant and Subtenant hereby
       takes and hires from Sublandlord the portion of the Building
       substantially as shown on the diagram attached to this Sublease as
       Exhibit "A", containing approximately 20,856 square feet of rentable
       area, together with sufficient and adequate means of ingress and egress
       (the "Subleased Premises"), for the term herein stated, for the rent
       herein reserved and upon and subject to the covenants, agreements, terms,
       conditions and provisions hereinafter set forth.

2.     Use of Subleased Premises. To have and to hold the same, subject to the
       conditions herein contained and subject further to the terms and
       conditions of the Prime Lease, and for no purpose other than the uses
       permitted pursuant to the terms of the Prime Lease.

3.     Term and Base Rental. The term (the "Term") of this Sublease shall
       commence on the date hereof (the "Commencement Date") and, unless sooner
       terminated pursuant to any term or provision hereof, shall end on January
       30, 2008 (the "Expiration Date"). The Subleased Premises shall be
       delivered to Subtenant on the Commencement Date in its "as is" condition.

       Subtenant's obligation to pay the Fixed Rent (as hereinafter defined),
       the additional rent and any other charges herein reserved shall commence
       on the Commencement Date.

       Throughout the Term (including any renewal terms as set forth in
       Paragraph 4 hereof), Fixed rent shall be payable at a rate per annum (the
       "Fixed Rent") equal to the total Fixed Rent payable with respect to such
       year by Sublandlord pursuant to the Prime


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       Lease multiplied by a fraction, the numerator of which is the amount of
       square footage covered by this Sublease and the denominator of which is
       the total square footage covered by the Prime Lease (as of the date
       hereof, such fraction represents twenty-two percent (22%) ("Subtenant's
       Proportionate Share"). Fixed Rent shall be payable in equal monthly
       installments, in advance on the first day of each calendar month during
       the Term for which such rent is due. If the Commencement Date or
       Expiration Date shall occur on a date other than the first day or last
       day, respectively, of any calendar month, the Fixed Rent payable pursuant
       to this Sublease for such calendar month shall be prorated on a per diem
       basis. If, upon adjustment of the size and location of the Subleased
       Premises as mutually agreed to by Sublandlord and Subtenant, the rentable
       square footage of the Subleased Premises shall change (as measured and
       certified to by Sublandlord's architect), the Subtenant's Proportionate
       Share set forth above shall be proportionately reduced or increased, as
       the case may be. The certification of Sublandlord's architect shall be
       subject to verification by Subtenant's architect.

       As of the Commencement Date, all utility services, including water,
       sewer, gas, heat, light, power and telephone service, shall be available
       to serve the Subleased Premises. Subtenant shall pay Subtenant's
       Proportionate Share (based on the ratio of the Subleased Premises to the
       Leased Premises, as set forth above) of (i) all of such utilities and
       (ii) Sublandlord's costs and expenses of maintaining and cleaning the
       Leased Premises (including the Subleased Premises) on a monthly basis
       within twenty (20) days of Subtenant's receipt of an invoice for such
       utilities, maintenance and cleaning services from Sublandlord.
       Sublandlord shall provide Subtenant with copies of all invoices and bills
       for all of such utilities, maintenance work and cleaning services and the
       method of calculation of Subtenant's share of such charges. Subtenant
       shall have the right to audit Sublandlord's calculation of such charges,
       and any dispute with respect to such charges shall be subject to
       arbitration.

       In addition, Subtenant shall pay Subtenant's Proportionate Share of all
       real property taxes and assessments levied against the Leased Premises
       during the Term of this Sublease and any extensions thereof. Such taxes
       and assessments shall be paid by Subtenant within three (3) business days
       prior to the date Sublandlord is required to pay such taxes pursuant to
       the Prime Lease. Sublandlord shall provide Subtenant with copies of all
       such tax bills and the method of calculation of Subtenant's share of such
       real estate taxes. Subtenant shall have the right to verify Sublandlord's
       calculation of Subtenant's share of real estate taxes, and any dispute
       with respect to the calculation thereof shall be subject to arbitration.

       Fixed Rent, additional rent and other charges herein reserved or payable
       shall be paid to Sublandlord at its offices at 500 Canal View Boulevard,
       Rochester, New York 14623, or at such other place as Sublandlord may
       designate, in lawful money of the United States of America, as and when
       the same become due and payable, without any deduction, set-off or
       abatement whatsoever, except as expressly permitted hereunder.

4.     Renewal Option. Provided (i) Subtenant is not then in default under any
       of the terms, covenants and conditions of this Sublease beyond the
       expiration of any applicable grace or cure periods, and (ii) Sublandlord
       has the right pursuant to the provisions of the Prime Lease and any
       amendment thereto to extend the term of the Prime Lease beyond the
       initial Term of this Sublease, Subtenant is hereby granted the options to
       renew the Term for two (2) additional periods of up to five (5) years
       each (each a "Renewal Term"). Subtenant's rights to renew this Sublease
       shall run concurrently with Sublandlord's right to extend the term of the
       Prime Lease. The first Renewal Term


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       shall commence at the expiration of the initial Term and each subsequent
       Renewal Term shall commence at the expiration of the then expiring
       Renewal Term, as applicable. The expiration date in respect of the last
       Renewal Term shall be the date which is one day prior to the expiration
       of the term of the Prime Lease. Subtenant shall exercise each option to
       renew by delivering notice of such election (each a "Renewal Notice") to
       Sublandlord not less than ten (10) months prior to expiration of the
       initial Term or the then expiring Renewal Term, as applicable. In the
       event Sublandlord does not receive a Renewal Notice prior to the
       expiration of the applicable time period (time being of the essence with
       respect thereto), then any further option to renew the Term shall upon
       the expiration of such applicable time period become null and void and be
       of no further force and effect. Each Renewal Term shall be on the same
       terms and conditions as contained in this Sublease.

5.     Tenant Cancellation Option. During the Term or any Renewal Term,
       Subtenant shall have the right to terminate this Sublease, on the last
       day of a calendar month, on at least sixty (60) days prior written notice
       to Sublandlord, and the termination date specified in such sixty day
       notice shall thereafter be the Expiration Date hereunder.

6.     Assignment or Subletting. This Sublease is not assignable, nor shall the
       Subleased Premises or any part thereof be sublet, used, or permitted to
       be used for any purpose, other than as above set forth, without the
       written consent of Sublandlord and, if required under the Prime Lease,
       Prime Landlord; which consent shall not be unreasonably withheld or
       delayed by Sublandlord. If Prime Landlord consents to any such assignment
       or sublease, Sublandlord shall be deemed to have consented to such
       assignment or sublease. If Sublandlord has not consented or objected to a
       proposed assignment, sublease or use which does not require Prime
       Landlord's consent within thirty (30) days after receiving written
       request therefor, Sublandlord will be deemed to have so consented. If
       this Sublease is assigned or the Subleased Premises or any part thereof
       sublet without the written consent of Sublandlord, or if Subtenant shall
       become the subject of a court proceeding in bankruptcy or liquidating
       receivership or shall make an assignment for the benefit of creditors,
       this Sublease may by such fact or unauthorized act be cancelled at the
       option of Sublandlord. Any assignment of this Sublease or subletting of
       the Subleased Premises or any part thereof with the written consent of
       Sublandlord shall not operate to release Subtenant from the fulfillment
       on Subtenant's part of the covenants and agreements herein contained to
       be performed by Subtenant, nor authorize any subsequent assignment or
       subletting without the written consent of Sublandlord.

7.     Repairs and Alterations. If the Prime Lease requires the consent of Prime
       Landlord to any improvements, changes, additions, replacements or
       alterations ("Improvements") in, to or about the Subleased Premises, the
       Improvements shall not be commenced until such consent of Prime Landlord
       and the consent of Sublandlord is obtained; which consent by Sublandlord
       shall not be unreasonably withheld or delayed.

       Any insurance required to be maintained under the Prime Lease by the
       tenant thereunder with respect to Improvements shall be maintained by
       Subtenant in connection with any Improvements permitted hereunder and
       shall name Sublandlord and Prime Landlord as additional insured parties
       thereunder.

       Sublandlord has not agreed to make any repairs or decorations as
       inducements to Subtenant to make this Sublease.


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8.     Conditions of Subleased Premises. Subtenant agrees to keep the Subleased
       Premises in good order and repair and not to use of the same or any part
       thereof for any purpose forbidden by law or ordinance now in force or
       hereafter enacted in respect to the use or occupancy of the Subleased
       Premises. Sublandlord or its legal representatives may, at all reasonable
       hours, enter upon the Subleased Premises for the purpose of examining the
       condition of the Subleased Premises and making such repairs as
       Sublandlord may deem fit.

       Subtenant shall procure and maintain at its own cost during the Term
       hereof fire and extended coverage insurance on the personal property of
       Subtenant. Subtenant shall throughout the Term hereof, at its own
       expense, provide or cause to be provided and kept in force, commercial
       general liability insurance against claims of personal injury or death
       and property damage caused by an occurrence upon, in or about the
       Subleased Premises, which shall afford protection to limits of not less
       than the amount of $1,000,000 in respect of personal injury or death to
       any one person and in respect of injury of death to any number of persons
       arising out of any one accident, and against property damage in respect
       of any instance of property damage. Subtenant shall include Sublandlord
       and Prime Landlord as additional insureds under its liability insurance
       policies and such insurance coverage shall be extended to any liability
       of Subtenant. All policies and insurance required by Subtenant with
       respect to the Subleased Premises or the Building shall, if commercially
       reasonable to do so, include a waiver by the insurer of all rights and
       subrogation against Sublandlord and Prime Landlord, in connection with
       any loss, damage or claims thereby insured against and shall require at
       least thirty (30) days advance notice to Subtenant before any termination
       or cancellation of such insurance will be effective. Subtenant shall
       furnish to Sublandlord as reasonably requested, certificates of insurance
       evidencing the existence of insurance as required by this Paragraph.

9.     Indemnification. Sublandlord shall not be liable for and Subtenant will
       indemnify and save harmless Sublandlord of and from all fines, suits,
       claims, demands, losses, and actions (including attorneys' fees) for any
       injury to person or damage to or loss of property on or about the Leased
       Premises caused by Subtenant, its agents, employees, subtenants, invitees
       or by any other person entering the Building or the Subleased Premises
       under express or implied invitation of Subtenant, or arising out of
       Subtenant's use of the Building or the Subleased Premises. Sublandlord
       shall not be liable or responsible for any loss or damage to any property
       or death or injury to any person occasioned by theft, fire, Act of God,
       public enemy, injunction, riot, strike, insurrection, war, court order,
       requisition of any governmental body or authority, or any other matter
       beyond control of Sublandlord, or for any injury or damage or
       inconvenience which may arise through repair or alteration of any part of
       the Building, the Leased Premises or failure to make repairs or from any
       cause whatsoever unless caused by Sublandlord's negligent actions or
       negligent failure to act.

10.    Damage to Subtenant's Property. Sublandlord shall not be liable to
       Subtenant or any other person or corporation, including employees, for
       any damage to their person or property caused by water, rain, snow,
       frost, fire, storm and accidents, or by breakage, stoppage, or leakage of
       water, gas, heating and sewer pipes or plumbing, upon, about, or adjacent
       to the Leased Premises unless such damage is caused by Sublandlord's
       negligent actions or negligent failure to act.

       Sublandlord may terminate the Sublease upon (1) the occurrence of any
       fire or other casualty which renders the Leased Premises or Subleased
       Premises untenantable for a


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       period of six (6) months or longer or (2) the partial or complete,
       taking, whether temporary or permanent, of the Building, Leased Premises
       or Subleased Premises by any governmental authority.

11.    Care of Subleased Premises. Subtenant shall, at its expense, take good
       care of the Subleased Premises and the appurtenances therein and make all
       repairs thereto, as and when needed to preserve them in good order and
       condition, all as required pursuant to the terms of the Prime Lease of
       the tenant thereunder.

12.    Holdover. If Subtenant holds over after the expiration or earlier
       termination of the Term of this Sublease without the express written
       consent of Sublandlord, Subtenant shall become a tenant at sufferance
       only, at a rental rate equal to 150% of the Fixed Rent, and additional
       rent in effect upon the date of such expiration (the "Holdover Rent"),
       and otherwise subject to the terms, covenants and conditions herein. In
       addition, Subtenant shall pay to Sublandlord, promptly upon Sublandlord's
       demand, any and all amounts in excess of the Holdover Rent that
       Sublandlord is obligated or required to pay to Prime Landlord under the
       Prime Lease as a direct or indirect result of Subtenant's holdover,
       including without limitation claims by Prime Landlord for attorney's fees
       and disbursements in connection with such holdover. Acceptance by
       Sublandlord of the Holdover Rent after such expiration or earlier
       termination shall not constitute Sublandlord's consent to a holdover
       hereunder or result in an express or implied renewal of this Sublease.

       If Subtenant fails to surrender the Subleased Premises upon the
       expiration or earlier termination of this Sublease, Subtenant shall
       indemnify and hold Sublandlord harmless from all loss or liability,
       including without limitation, any claim made by any succeeding tenant or
       subtenant of Prime Landlord or Sublandlord, arising out of, pertaining to
       or resulting from Subtenant's failure to surrender. The provisions of
       this subparagraph are in addition to and not in limitation of
       Sublandlord's right of re-entry or any rights of Sublandlord hereunder or
       at law or in equity. Furthermore, Sublandlord shall have no liability or
       responsibility whatsoever to Subtenant for any damage or injury suffered
       by Subtenant as a result of any actions of Prime Landlord arising out of
       Subtenant's holding over.

13.    Applicable Law. The Sublease and all of its terms and provisions shall be
       construed in accordance with the laws of the State of New York.

14.    Termination of Sublease. If for any reason the Prime Lease is terminated
       prior to the expiration date of this Sublease, this Sublease shall
       thereupon terminate, the date of such termination shall for all purposes
       be deemed the Expiration Date hereof, and Sublandlord shall not be liable
       in any way whatsoever to Subtenant by reason thereof.

15.    Signage. Sublandlord shall install and maintain unified signage for
       itself and Subtenant on or about the Building.

16.    Default. Failure on the part of Subtenant to pay any installment of rent
       or increase in insurance rate or promptly and faithfully to keep and
       perform each and every covenant, agreement, and stipulation herein on the
       part of Subtenant to be kept and performed, within ten (10) days of
       receipt of written notice thereof from Sublandlord (and subject to any
       additional cure periods for non-monetary defaults as Sublandlord has
       under Article 19 of the Prime Lease) shall, at the option of Sublandlord,
       cause the forfeiture of this Sublease.


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       It is hereby understood, and Subtenant hereby covenants with Sublandlord,
       that such forfeiture, annulment or voidance shall not relieve Subtenant
       from the obligation of Subtenant to make the monthly payments of rent
       herein before reserved at the times and in the manner aforesaid. In case
       of any such default of Subtenant, Sublandlord may relet the Subleased
       Premises as the agent for and in the name of Subtenant, at any rental
       readily obtainable, applying the proceeds and avails thereof, first, to
       the payment of such expenses as Sublandlord may be put to in re-entering,
       and then to the payment of the rent as the same may from time to time
       become due, and toward the fulfillment of the other covenants and
       agreements of Subtenant herein contained, and the balance, if any, shall
       be paid to Subtenant. Subtenant hereby covenants and agrees that if
       Sublandlord shall recover or take possession of the Subleased Premises
       aforesaid, and be unable to relet and rent the same so as to realize a
       sum equal to the rent hereby reserved, Subtenant shall and will pay to
       Sublandlord any and all loss or losses including the difference of rent
       for the remainder of the Term.

17.    Notices. Any notice, request or demand permitted or required to be given
       by the terms and provisions of this Sublease or by any law or
       governmental regulation by either party to the other shall be in writing,
       and unless otherwise required by such law or regulation, such notice,
       request or demand shall be deemed to have been properly given and shall
       be effective for any purpose if served or given by personal delivery,
       telecopy, overnight courier or sent by first class U.S. mail, certified
       or registered, postage prepaid, return receipt requested, addressed to
       (i) Sublandlord at the address hereinabove set forth, Attention: Chief
       Financial Officer, or to such other address as Sublandlord may, from time
       to time designate by notice given to Subtenant in accordance with this
       Article 16, or (ii) to Subtenant at the address hereinabove set forth,
       Attention: Chief Financial Officer, or to such other address(es) as
       Subtenant may from time to time designate by notice given to Sublandlord
       in accordance with this Article. Every notice, demand, request or other
       communication hereunder shall be deemed to have been given or served at
       the time same is personally delivered, telecopied or sent by overnight
       courier, or on the third day after deposit of such notice, request or
       demand in the mail as hereinabove set forth.

18.    Re-Entry. Subtenant will quit and deliver up the possession of the
       Subleased Premises to Sublandlord and Sublandlord's heirs, successors,
       agents, or assigns, when this Sublease terminates by limitation or
       forfeiture, with all window glass replaced, if broken, and with all keys,
       locks, and bolts, and generally in the condition as the same are now or
       may hereafter be made by repair and compliance with all the covenants of
       this Sublease, reasonable wear and tear and casualty excepted.

19.    Prime Lease. This Sublease is in all respects subject and subordinate to,
       and Subtenant accepts this Sublease subject and subordinate to all the
       terms, covenants, provisions, conditions and agreements contained in (i)
       the Prime Lease (a true and complete copy of which has been furnished by
       Sublandlord to Subtenant), and to all the matters to which the Prime
       Lease is subject and subordinate and (ii) any leasehold mortgage and/or
       other security instrument (and to any and all renewals, modifications,
       extensions substitutions, replacements and/or consolidations of such
       leasehold mortgage) granted by Sublandlord to Fleet National Bank, as
       agent, which encumbers or affects the Subleased Premises.

       Subtenant acknowledges receipt of a copy of the Prime Lease. Except as
       modified by specific provisions of this Sublease, or expressly excluded
       from incorporation herein,


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       or otherwise inconsistent with the provisions of this Sublease all of the
       terms, covenants, conditions and agreements of the Prime Lease are
       incorporated in this Sublease by reference, and are made part of this
       Sublease as though fully set forth herein; and the term "Landlord"
       therein shall refer to Sublandlord hereunder, the term "Tenant" therein
       shall refer to Subtenant hereunder and the term "Premises" therein shall
       refer to the Subleased Premises; except that the following provisions of
       the Prime Lease shall be deemed deleted therefrom and shall have no force
       and effect as between Sublandlord and Subtenant: Article 1, Article 2,
       Article 3, Article 4, Article 6, Article 8, Article 12, Article 17,
       Article 25, Article 31, Article 34, Exhibit A, Exhibit B, Exhibit C,
       Exhibit D and the entire Second Amendment. In addition, as incorporated
       herein, all references to "Base Rent" and "Additional Rent" in the Prime
       Lease shall mean the Fixed Rent and additional rent payable hereunder by
       Subtenant.

       In the event of any inconsistency between the provisions of this Sublease
       and the provisions of the Prime Lease, as incorporated herein pursuant to
       this subparagraph, the provisions of this Sublease shall control as
       between Sublandlord and Subtenant.

       Sublandlord shall use reasonable efforts to enforce all of the terms of
       the Prime Lease applicable to the Subleased Premises, but shall have no
       liability for any act or omission of Prime Landlord.

20.    No Constructive Waiver. No waiver of any forfeiture, by acceptance of
       rent or otherwise, shall waive any subsequent cause of forfeiture, or
       breach of any condition of this Sublease; nor shall any consent by
       Sublandlord to any assignment or subletting of the Subleased Premises, or
       any part thereof, be held to waive or release any assignee or sublessee
       from any of the foregoing conditions or covenants as against him or them;
       but every such assignee and sublessee shall be expressly subject thereto.
       Whenever the word "Sublandlord" is used herein, it shall be construed to
       include the heirs, executors, administrators, successors, assigns, or
       legal representatives of Sublandlord; and the word "Subtenant" shall
       include the heirs, executors, administrators, successors, assigns, or
       legal representatives of Subtenant, and the words "Sublandlord" and
       "Subtenant" shall include both singular and plural, individual or
       corporation, subject always to the restrictions herein contained, as to
       subletting or assignment of this sublease.

21.    Parking Subtenant's employees shall have the right to use the parking
       spaces allocated to Sublandlord at the Building during normal business
       hours on a first come, first served basis.



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              IN WITNESS WHEREOF, Sublandlord and Subtenant have duly executed
this Sublease as of the day and year first above written.

                                SUBLANDLORD:

                                ELEMENT K PRESS LLC

                                By:
                                   ------------------------------
                                   Name:
                                   Title:

                                SUBTENANT:

                                ELEMENT K CONTENT LLC

                                By:
                                   ------------------------------
                                   Name:
                                   Title:


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                                   Exhibit "A"


                         Description of Leased Premises


                             See Attached Schedule 1