Exhibit 10.5


                               SUBLEASE AGREEMENT


        THIS SUBLEASE AGREEMENT, dated June 15, 1999, between eNote.Com, Inc., a
Delaware  corporation,  with its  principal  place of  business  in  Burlington,
Vermont  ("Landlord"),  and NYBOR Corporation,  a Vermont corporation,  with its
principal place of business in Williston, Vermont ("Tenant").

        The  Landlord  lets to the  Tenant and  Tenant  hires from the  Landlord
approximately  2,500 square feet of office  space  located in the first floor of
the office  building  located at 185 Allen Brook Lane,  Williston,  Vermont (the
"Premises"),  for use as  offices  for the term  commencing  June  15,  1999 and
expiring  May 31,  2001 at the  rental  amount set forth  herein,  and fit up as
described in Exhibit A attached hereto.

        The Tenant agrees to the following:

        1.  Payment.  To pay  Landlord  without  demand or set off,  rent in the
amount of  Twenty-Six  Thousand  One  Hundred  Twenty-Five  and  00/100  Dollars
($26,125.00) per year, payable in equal monthly installments of Two Thousand One
Hundred  Seventy-Seven  and 08/100 Dollars  ($2,177.08) on the first day of each
month, in advance, commencing on June 1, 1999 and continuing through the term of
the Sublease.

        2.  Repairs.  At its  expense,  to keep  the  premises  in good  repair,
ordinary  wear and tear,  repairs to the roof,  exterior  of the  building,  and
structural  repairs  excepted,  unless such  repairs are made  necessary  by the
Tenant's act or negligence.  Landlord shall be responsible  for  maintenance and
repair of the building  grounds and for snow removal.  At the  expiration of the
term the Tenant  shall remove its goods and effects and  peaceably  yield up the
premises  to the  Landlord in as good  condition  as when  delivered  to Tenant,
ordinary wear and tear,  damage by fire, the elements,  act of public enemy,  or
casualty excepted.  All notices to quit or vacate are expressly waived, any law,
usage or custom to the contrary notwithstanding. Tenant shall be responsible for
janitorial services for the Premises.

        3.  Compliance  with   Regulations.   Comply  promptly  with  all  laws,
ordinances,  requirements,  and  regulations  of  the  federal,  state,  county,
municipal and other authorities, the fire insurance underwriters,  and insurance
organizations or associations. However, the Tenant shall not be required to make
alterations  to the  exterior of the  building,  or  alterations  of  structural
nature.

        4. Viewing Premises.  During the last three (3) months of this Sublease,
or any  extension  thereof,  to permit  the  Landlord  to show the  premises  to
prospective tenants. At any time during the term the Landlord,  its landlord, or
either's  agents,  may enter the  premises  for the purpose of  examining  their
condition or making repairs in any part of the building.  However,  the Landlord
does not assume any  liability  for the care or  supervision  of the premises or
appurtenances.

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        5.  Assignment.  The  Tenant  shall  not make or  permit  to be made any
alterations  or  additions to the  premises,  assign,  mortgage,  or pledge this
Sublease, or sublet the whole or any part of the premises without the Landlord's
written consent.  Such consent shall apply solely to the particular  transaction
consented to and shall not constitute the Landlord's waiver of the provisions of
this Sublease.

        6. Insurance.  The Tenant shall not leave the premises unoccupied during
the term,  or by any act or omission  cause an increase in the rate of insurance
or the  cancellation  of any  insurance  policy.  If any increase in the rate of
insurance iscaused by the Tenant's occupancy, the Tenant shall pay on demand the
amount of the increase,  and in default of such payment, the amount may be added
to the next installment of rent as additional rent. The Tenant shall furnish the
Landlord with public liability  insurance policies issued by insurance companies
licensed  to do business  in the State of Vermont  and in amounts  totaling  one
million  dollars  ($1,000,000.00).  To the extent  permitted by such policies of
each, and without voiding the insurance  provided  thereby,  Landlord and Tenant
hereby waive their rights of subrogation.

        7. Signs. The Tenant shall not install awnings, advertisements, or signs
on any part of the  premises  without  the  Landlord's  written  consent,  which
consent shall not be unreasonably withheld.

        8. Taxes and Utilities.  The Tenant shall pay one-third of all electric,
security and gas fuel costs for the building of which the Premises  form a part.
Landlord shall bill Tenant monthly for such costs. Tenant shall pay its pro rata
share of any  increase  over the  current  amount of taxes  imposed  on the real
property.

        9. Indemnification. The Landlord shall not be responsible for any defect
or change of condition in the  premises,  or for any damage  thereto,  or to any
person,  or to goods or things  contained  therein  due to any cause  except the
Lessor's act or  negligence.  The Tenant shall  indemnify  the Landlord from all
claims,  demands and actions  arising in connection with the Tenant's use of the
property,  or the use by any  person  occupying  the  premises  during  the term
hereof,  or by reason of any breach or nonperformance of any covenant herein, or
the Tenant's violation of any law or regulation.

        10. Fire Damage. If the premises are so damaged by fire, other casualty,
or  other  or act of  public  enemy so as to be  substantially  destroyed,  this
Sublease  shall  terminate  and any unearned  rent paid in advance by the Tenant
shall be  apportioned  and  refunded to it.  However,  if the  premises  are not
substantially  destroyed,  and such  damage is  covered by  Landlord's  fire and
casualty  insurance,  then the Landlord will promptly repair and restore same to
substantially  the condition in which they were immediately  prior to occurrence
of such casualty,  using the proceeds of the insurance. A just proportion of the
rent  shall  abate  according  to the  extent  to which the  premises  have been
rendered  untenantable until they have been restored.  The Tenant shall give the
Landlord immediate notice of any damage to the premises.


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

        (a) If the Tenant shall fail to pay any Basic Rent; or other sum payable
hereunder as the same becomes due and payable; or

        (b) If the Tenant shall fail to perform or comply with any terms of this
Lease other than those  referred to in  paragraph  (a) above or with any term of
any other  agreement  between the parties,  and such failure shall  continue for
more than 15 days after the Tenant receives notice or knowledge of such failure;
or

        (c) If the Tenant  shall make a general  assignment  for the  benefit of
creditors  or shall  admit in  writing  its  inability  to pay its debts as they
become due, or shall file a petition in  bankruptcy,  or shall be  adjudicated a
bankrupt or  insolvent,  or shall file a petition  seeking  any  reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief under any present or future statute, law or regulation,  or shall file an
answer admitting or not contesting the material  allegations of a petition filed
against it in any such  proceeding,  or shall seek or consent to or acquiesce in
the  appointment  of any trustee,  receiver or  liquidator  of the Tenant or any
material part of its properties; or

        (d) If, within 60 days after the commencement of any proceeding  against
the Tenant seeking any reorganization,  arrangement, composition,  readjustment,
liquidation,  dissolution  or similar relief under any present or future statut,
law or regulation,  such proceeding  shall not have been dismissed or stayed (or
within 60 days after the expiration of any such stay such  proceeding  shall not
have been  dismissed),  or if, within 60 days after the appointment  without the
consent or acquiescence of the Tenant of any trustee,  receiver or liquidator of
the Tenant or of any material part of its properties, such appointment shall not
have been vacated or stayed (or within 60 days after the  expiration of any such
stay such appointment shall not have been vacated); or

        (e) If the Tenant shall default in the payment of any  indebtedness  for
borrowed  money, or shall fail to perform or comply with any of the terms of any
such indebtedness,  or of any instruments  relation thereto, and such default or
failure shall continue  beyond any grace period  provided with respect  thereof,
and such default or failure shall not have been waived, bonded or cured; or

        (f) If the Tenant or its  shareholder or directors shall take any action
looking to the dissolution or liquidation of the Tenant; or

        (g) If a final judgment which,  with other  outstanding  final judgments
against the Tenant,  exceeds an aggregate of $100,000 shall be rendered  against
the  Tenant,  and if,  within 60 days after the  expiration  of such stay,  such
judgment shall not have been discharged.

Then and in such event,  regardless of the pendency of any proceeding  which has
or might have the effect of preventing  the Tenant from complying with the terms
of this Lease, the Landlord may at any time  thereafter,  during the continuance
of any such default, give a

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<PAGE>

written  termination  notice to the Tenant  specifying a date (not less than ten
days from the date of giving such  notice) on which this Lease shall  terminate,
and on such  date,  subject to the  provisions  of this  Lease  relating  to the
survival of Tenant's  obligations,  the term of this Lease  shall  terminate  by
limitation  and all rights of the Tenant  under this Lease  shall  cease  unless
before such date (1) all arrears of Basic  Rent,  Additional  Rent and all other
sums payable by the Tenant under this Lease,  together with interest  thereon at
the rate of 12% per  annum,  and all  costs  and  expenses  (including,  without
limitation,  attorneys'  fees and  expenses)  incurred  by or on  behalf  of the
Landlord  shall have been paid by the Tenant,  and (2) all other defaults at the
time existing under the Lease shall have been fully remedied to the satisfaction
of the Landlord. All costs and expenses incurred by or on behalf of the Landlord
(including, without limitation,  attorneys' fees and expenses) occasioned by the
default  by the  Tenant  under  this  Lease  shall  constitute  Additional  Rent
hereunder.

        12.  Additional  Rent. If the Landlord makes  expenditure  for which the
Lessee is responsible, or if the Tenant fails to make any required payment under
this Sublease, Landlord may add such amount to any current or future installment
of rent.

        13.  Condemnation.  If all or any  part of the  Premises  are  taken  or
condemned for a temporary or permanent public or quasi-public  use, the Landlord
may terminate this Sublease.

        14. Notices. All notices or other documents under this Sublease shall be
in writing  and  delivered  personally  to the party to be  notified  or sent by
registered or certified mail addressed to such party at its last known address.

        15.  Sublease.  This  is a  sublease.  The  Landlord's  interest  in the
premises is as tenant  under an  underlying  Lease made by  Airmouse  House Ltd.
Partnership dated ______,  1999, a copy of which (with financial terms removed),
initialed for  identification,  is attached  hereto.  This Sublease is expressly
made subject to all the terms and conditions of the underlying  lease,  with the
exception  of rental  amounts  provided  in Section 1. The Tenant  shall use the
premises in accordance with the terms of the underlying lease and not do or omit
to do anything which will breach any of its terms.  If the  underlying  lease is
terminated,  this Sublease shall terminate  simultaneously and any unearned rent
paid in advance shall be refunded to the Tenant,  if such termination is not the
result of a breach by the Tenant of the within Sublease. The Tenant shall assume
the  obligation  for  performance  of all the  Landlord's  obligation  under the
underlying lease.

        16. Quiet Enjoyment.  Landlord covenants that the Tenant upon paying the
rent and complying  with the provisions of this  Sublease,  shall  peaceably and
quietly have, hold and enjoy the Demised Premises for the term of this Sublease.

        17.    Non-waiver.

       (a) No agreement to accept a surrender of the Demised  Premises  prior to
the  expiration of the Lease Term shall be valid unless in writing and signed by
an authorized  representative of Landlord.  The delivery of keys by or on behalf
of Tenant for any part of

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<PAGE>

the  Demised  Premises to any  employee or partner of Landlord or to  Landlord's
agent or any employee of such agent shall not operate as a  termination  of this
Sublease or as a surrender of the Premises.

        (b) The failure of Landlord or Tenant to seek  redress for  violation or
breach  of, or to insist on the strict  performance  of,  any  covenant  of this
Sublease  whether by express  waiver or  otherwise,  shall not be construed as a
waiver of any subsequent violation or breach or the same covenants.

        (c) The receipt by Landlord of rent with  knowledge of the breach of any
covenant of this Sublease shall not be deemed a waiver of such breach.

        (d) The failure of Landlord to enforce any of the rules and  regulations
against  Tenant or any other tenant in the Property shall not be deemed a waiver
of any such rule or regulation.

        (e) Landlord's  consent to, or approval of, any act by Tenant  requiring
Landlord's  consent  or  approval  shall  not  be  deemed  to  waive  or  render
unnecessary  Landlord's  consent to or approval of any subsequent similar act by
Tenant.

        18. Accord and satisfaction. No payment by Tenant or receipt by Landlord
of a less amount than the monthly rent herein  stipulated  shall be deemed to be
other than on account of the earliest  stipulated rent, nor shall an endorsement
or  statement  on any check or any letter  accompanying  any check or payment as
rent be deemed an accord and  satisfaction and Landlord may accept such check or
payment  without  prejudice to  Landlord's  right to recover the balance of such
rent or pursue any other remedy in the Lease  provided.  Partial  payment  shall
only be construed as an accord and  satisfaction if specifically  set forth in a
separate instrument signed by Landlord.

        19. Severability.  It is the intention of the parties hereto that if any
provision of this Sublease is capable to two  constructions,  one of which would
render the  provision  valid,  then the  provision  shall have the meaning which
renders it valid. If any term or provision or any portion thereof of this Lease,
or the application thereof to any person or circumstances, shall, to any extent,
be invalid or unenforceable,  the remainder of this Lease, or the application of
such term or provision to persons or circumstances  other than those as to which
it is held invalid or unenforceable, shall not be affected thereby and each term
and provision of this Lease shall be valid and be enforced to the fullest extent
permitted by law.

        20. Entire  Agreement,  Applicable  Law. This Sublease with any exhibits
and riders attached  hereto contains the entire  agreement of the parties and no
representations,  inducements,  promises or agreements not embodied herein shall
be of any force or effect,  unless  the same are in writing  and signed by or on
behalf of the party to be charged.  The  captions  of  particular  sections  are
inserted as a matter of convenience  and in no way affect or define the scope or
intent  of this  Sublease  or any  provision  thereof.  This  Sublease  shall be
governed by and interpreted in accordance with the laws of the State of Vermont.

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        21.  Captions.  The captions and numbers  appearing  herein are inserted
only as a matter of convenience and are not intended to define, limit, construe,
or  describe  the scope or intent of any  section or  paragraph,  nor in any way
affect this Sublease.

        22. Binding Effect.  The provisions of this instrument  shall be binding
upon and  inure to the  benefit  of both  parties  and  their  respective  legal
representatives, successors, and assigns.

        IN WITNESS WHEREOF, the parties hereto have executed this Sublease as of
the date first-above written.

In the Presence of:                              eNote.Com, Inc.


/s/                                       By: /s/
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                                                 NYBOR Corporation



/s/                                       By: /s/
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