EXHIBIT 10.4

                                    SUBLEASE

         This  Sublease  is made  this 1st day of  April,  2001  between  InSite
Productions,  LLC located at 1950 Stemmons Freeway,  Suite 4048,  Dallas,  Texas
75207  ("Sublessor")  and  VeryBestOfTheInternet.com,  Inc., a Texas corporation
("Sublessee").

                                    RECITALS

         Sublessor leases the premises  commonly known as 1950 Stemmons Freeway,
Suite 4048, Dallas, Texas 75207 (herein referenced as the "Premises"). Sublessor
desires to lease to  Sublessee a portion of the above  referenced  Premises,  as
described  in  Section  One below (the  "Sub-Premises").  also  included  in the
Sub-Premises shall be shares space between Sublessor and Sublessee.  Space to be
shared shall be the following  areas:  back office  (including  the  lunch-room,
sales office, kitchen and telephone room), the Front Office (including reception
and conference rooms),  and all hallways ("Shared Space").  The Premises and the
Sub-Premises,  are set forth in the floor plan attached  hereto as Exhibit A and
incorporated herein by this reference.

Sub-Premises Area
Within Building   200 sq. ft. @ $21.80 sq. ft. = $4360.00/year, $363.33/mth.

                                   SECTION ONE
                           DESCRIPTION OF SUB-PREMISES

         Sublessor shall demise to Sublessee the Sub-Premises, approximately __%
of the  total  space  of the  Premises.  Sublessee's  taking  possession  of the
Sub-Premises shall be conclusive  evidence that the demised  Sub-Premises was in
good and satisfactory condition at the time such possession was taken.

         Sublessor  reserves  the  right  to add onto  the  Premises  additional
building  space  without  obligation  to  Sublessee to increase the space of the
Sub-Premises.  However,  should additional  building space be added,  Sublessees
portion of building costs will be adjusted on a pro-rata basis accordingly.

                                   SECTION TWO
                                PURPOSE OF LEASE

         The  Sub-Premises  demised under this Lease are to be used by Sublessee
for operating its website rating business or any other lawful  activities agreed
upon by the parties and in accordance with local, state or federal law, rules or
regulations.  Sublessee shall not use the Sub-Premises for any illegal, immoral,
or  unreasonably  dangerous  hazardous  activity,  whether within or outside the
scope of the business of Sublessee.


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                                  SECTION THREE
                                  TERM OF LEASE

         The term of this Lease shall be for an initial  period of one (1) year,
commencing on the date hereof and terminating on November 30, 2001 unless sooner
terminated by breach of terms and conditions of this agreement or as provided in
Section Seven, hereof.  Unless notice to the contrary if given 30 days by either
party 30 days prior to the  termination  date,  the term of this Lease  shall be
extended for  additional  one year  periods.  In no event shall the term of this
Lease extend beyond the term of Sublessor's  lease  arrangement with the current
owner of the Premises.

         Notwithstanding  the foregoing,  this lease may be terminated by either
party,  upon  the  other  party's  receipt  of 30 days  written  notice.  Should
Sublessee  make  material  alterations  to the  Sub-Premises,  in the event that
Sublessee  vacates  the  Sub-Premises  for any  reason  during  the Lease  term,
Sublessee agrees to pay Sublessor for all resulting alteration expenses incurred
by Sublessor in the restoration of the Sub-Premises to the original floor plan.

                                  SECTION FOUR
                             RENT AND OTHER EXPENSES

         Rent shall be payable on the first (1st) day of each month,  commencing
on the date hereof and continuing each month thereafter  during the initial term
of this Lease.

                                  SECTION FIVE
                     SERVICES, PERMIT, UTILITIES AND ESCROW

         All  utilities  required by  Sublessee on the  Sub-Premises  (excluding
telephone  services,  which  shall be  obtained  by and at the full  expense  of
Sublessee) as well as real estate tax and  insurance  escrow are included in the
Rent for the term of the Sublease.  Sublessee  shall be responsible  for its own
clean up upon vacating the Sub-Premises and satisfy all closure requirements.

                                   SECTION SIX
                           ACCIDENTAL DAMAGE OR INJURY

         Sublessor  shall not be liable for any damage to Premises or any injury
to persons, sustained by Sublessee or others, caused by conditions or activities
on the  Sub-Premises,  except  to the  extent  such  damages  is  caused  by the
negligence or willful misconduct of Sublessor. Sublessee shall defend, indemnify
and hold Sublessor  harmless from all claims arising from Sublessee's  occupancy
and use of the  Sub-Premises  except to the extent of Sublessor's  negligence or
willful  misconduct.  Sublessor  shall  indemnify  Sublessee  against all claims
arising from  Sublessor's  occupancy and use of the  Sub-Premises  except to the
extent of Sublessee's negligence or willful misconduct.


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                                  SECTION SEVEN
                            CASUALTY DAMAGE OR INJURY

         If the  Sub-Premises is partially  damaged by fire,  explosion or other
hazards,  the damage  shall be repaired  with  reasonable  diligence.  Sublessee
agrees that notwithstanding any such damage,  Sublessee's obligation to pay rent
shall remain in full force and effect without apportionment. If the Sub-Premises
are totally or  substantially  damaged or are rendered  wholly or  substantially
untenable by fire or any such other hazard, and if Sublessor shall decide not to
repair the damage,  or if the Premises is so damaged that  Sublessor  decides to
demolish it, Sublessor at its election may terminate the Lease as of the date of
such  occurrence  and  Sublessee  shall  thereupon   vacate  and  surrender  the
Sub-Premises  to Sublessor,  and Sublessee  shall not be liable to Sublessor for
the Rent after such date of termination.

         Sublessor is not obligated to carry  insurance on Sublessee's  Premises
and shall not be  required  to repair  damage or replace  Sublessee's  Premises,
unless  such  damage  is at the  result of  Sublessor's  negligence  or  willful
misconduct.

                                  SECTION EIGHT
                      COMPLIANCE WITH RULES AND REGULATIONS

         Sublessee,  its employees  and agents shall comply with all  applicable
laws  and  ordinances  respecting  the use  and  occupancy  of the  Sub-Premises
relating to matters not covered  elsewhere  in the Lease,  and shall comply with
all Sublessor's safety regulations which are made known to Sublessee.

                                  SECTION NINE
                     ALTERATIONS, ADDITIONS, OR IMPROVEMENTS

         Sublessee shall not make any alterations, additions, or improvements on
or to the Sub-Premises without first obtaining the written consent of Sublessor.
All alterations,  additions and improvements  made shall be at the sole expenses
of Sublessee  and shall  become the  Premises of Sublessor  and remain on and be
surrendered  with the  Sub-Premises as a part thereof at the termination of this
Lease without  disturbance,  molestation,  or injury.  Nothing contained in this
provision  shall  prevent  Sublessee  from  removing  all office  machines,  and
equipment, owned by Sublessee.

         Sublessee   shall  obtain  all  necessary   governmental   permits  and
certification for the commencement and prosecution of permitted  alterations and
for final approval  thereof upon completion,  and shall cause  alterations to be
performed  in  compliance  therewith  all  applicable  insurance   requirements.
Alterations shall be diligently performed in good and workmanlike manner.


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                                   SECTION TEN
                                      LIENS

         Sublessee  shall  keep the  Sub-Premises  free and  clear of all  liens
arising out of any work performed,  materials furnished, or obligations incurred
by  Sublessee.  If any  mechanic's  or other lien, or any notice of intention to
file a lien,  is filed  against the Premises or the  Sub-Premises  for any work,
service or  materials  claimed to have been  performed  or  furnished  for or on
behalf  of  Sublessee  or its  agent,  Sublessee  shall  cause  the  same  to be
discharged  of  record  by  payment  bond  or  order  of a  court  of  competent
jurisdiction within 15 days after filing of the lien.

                                 SECTION ELEVEN
                                 ADVERTISEMENTS

         All  signs  and  symbols   placed  in  the  windows  or  doors  of  the
Sub-Premises,  or on any exterior  part of the Building by  Sublessee,  shall be
subject to the approval of Sublessor.  If Sublessee shall place signs or symbols
that are not satisfactory to Sublessor on the exterior of the building or in the
windows  or  doors,  where  they are  visible  from the  street,  Sublessor  may
immediately  demand the  removal  of the signs or  symbols,  and the  refusal by
Sublessee to comply with any demand  within a period of  seventy-two  (72) hours
will  constitute  a breach of this Lease and entitle  Sublessor  immediately  to
recover  possession of the Sub-Premises in the manner provided by law. any signs
so  placed  on  the   Sub-Premises  or  Premises  shall  be  so  placed  on  the
understanding  and agreement that Sublessee  shall remove these signs or symbols
at the termination of the tenancy herein created and repair any damage or injury
to the  Sub-Premises  caused  thereby.  If not so  removed  by  Sublessee,  then
Sublessor may have the signs or symbols removed at the expense of Sublessee.

                                 SECTION TWELVE
                         SALES, ASSISGNMENTS, AND LEASES

         Sublessee shall not assign this Lease, or sublet or otherwise  encumber
the Sub-Premises leased herein, or any part thereof or interest therein, without
the prior written consent of Sublessor,  which consent shall not be unreasonably
withheld.

                                SECTION THIRTEEN
                              DEFAULT OF SUBLESSEE

         If any rents reserved, or any part thereof,  shall be and remain unpaid
when these rents shall become due, or if  Sublessee  violates or defaults in any
of the provisions of this Lease,  then Sublessor may cancel this Lease by giving
5 days  notice,  except for default for  violations  of local,  state or federal
laws, rules or regulations where termination may be immediate,  and re-enter the
Sub-Sub-Premises.  Notwithstanding, any re-entry, the liability of Sublessee for
the rent for the  balance  of the term  hereof  shall not be  extinguished,  and
Sublessee shall make good to Sublessor any deficiency arising from a reentry and
reletting of the  Sub-Sub-Premises  at a reduced Rent.  Sublessee  shall pay any
deficiency on the first (1st) day of each month immediately  following the month
in which the amount of deficiency is ascertained by Sublessor.

         To the extent  permissible  by  applicable  law,  Sublessor  may obtain
specific performance or injunctive relief.


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                                SECTION FOURTEEN
                            INSOLVENCY OR BANKRUPTCY

         If Sublessee becomes insolvent,  voluntarily or involuntarily bankrupt,
or if a receiver,  assignee or other  liquidating  officer is appointed  for the
business of Sublessee,  then Sublessor may terminate this Lease at the option of
Sublessor.

                                 SECTION FIFTEEN
                                WAIVER OF BREACH

         The waiving of any of the  provisions  of this Lease by any party shall
be limited to the particular  instance involved and shall not be deemed to waive
any other rights of the same or any other terms of this Lease.

                                 SECTION SIXTEEN
                            TERMINATION AND SURRENDER

         Upon lease termination,  Sublessee shall meet all closure  requirements
for the  Sub-Premises and surrender the Sub-Premises on the last day of the term
of the Lease.  sublessee  shall, at the expiration of this Lease,  surrender the
keys to the Sub-Premises to Sublessor.

         If Sublessee shall surrender the Sub-Premises at its own election,  the
liability for all duties and  obligations of Sublessee  shall continue until the
surrender has been accepted by Sublessor in writing.

                                SECTION SEVENTEEN
                             INTEREST OF SUCCESSORS

         The  covenants  and  agreements  of this Lease  shall be binding on the
successors  and  assigns  of  Sublessor  and on the  successors  and  assigns of
Sublessee but only to the extent herein specified.

                                SECTION EIGHTEEN
                                     NOTICES

         Except where otherwise required by statute,  all notices given pursuant
to the provisions  hereof may be sent by certified mail,  postage  prepaid,  for
Sublessor and for Sublessee to the addresses set forth in Recital 1, or the last
know mailing address of the party for whom the notice is intended.

                                 SECTION NINTEEN
                               COSTS OF LITIGATION

         If any legal action is instituted  to enforce this Lease,  or any party
hereof, the prevailing party shall be entitled to recover reasonable  attorneys'
fees and court costs from the other party.


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         IN WITNESS WHEREOF, the parties have executed this Lease at the day and
year first written above.

SUBLESSOR:                                  SUBLESSEE:

InSite Productions                          VeryBestOfTheInternet.Com, Inc.



/s/ Adrienne Beam                           /s/ Daniel Gunter
------------------------                    -----------------------
Adrienne Beam, President                    Daniel Gunter, Chairman








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