Exhibit 10.1

                                    SUBLEASE
                                    --------


1.   PARTIES.
     This  Sublease, dated May 16, 2002 is made between DHR International, Inc.,
     an  Illinois  Corporation  ("Sublessor"),  and Transworld Benefits, Inc., a
     Nevada  Corporation  ("Sublessee").

2.   MASTER  LEASE.
     Sublessor  is the tenant under a written lease dated February 14, 2000 (the
     "Master  Lease"),  wherein World Trade Center Building, Inc., a Corporation
     (as  "Lessor"),  leased  to  Enterprise  Profit  Solutions  Corporation (as
     "Lessee")  3,875  rentable  square  feet  at 18201 Von Karman Avenue, Suite
     1170, Irvine, California. The Lease was assigned to DHR International, Inc.
     The Master Lease, as amended and assigned shall be collectively referred to
     herein  as the "Lease" and is attached as Exhibit "A" to this Sublease. All
     capitalized  terms referred to herein shall have the meanings given to them
     in  the  Lease  unless  otherwise  specified  herein.

3.   PREMISES.
     Sublessor  hereby  Subleases  to  Sublessee on the terms and conditions set
     forth in this Sublease the entire Premises of 3,875 rentable square feet as
     described  above  (the  "Premises").

4.   WARRANTY  BY SUBLESSOR.
     Sublessor  warrants  and represents to Sublessee that to Sublessor's actual
     knowledge, Sublessor is not now, and as of the commencement of the Sublease
     Term  hereof  will not be, in default or breach of any of the provisions of
     the  Lease, and that Sublessor has no knowledge of any claim by Lessor that
     Sublessor  is  in  default or breach of any of the provisions of the Lease.

5.   TERM.
     The  "Sublease  Term" shall be for the remainder of the Lease Term expiring
     March 14, 2005. The Sublease Term shall commence on the date ("Commencement
     Date")  which  is  the  date  of  delivery  of the Premises by Sublessor to
     Sublessee, estimated to be July 1, 2002 and (ii) the date upon which Lessor
     consents  to this Sublease. Notwithstanding the foregoing, if Sublessor has
     not  delivered  Possession to Sublessee by August 1, 2002, then at any time
     thereafter  and before delivery of possession of the Premises to Sublessee,
     Sublessee  may give written notice to Sublessor of Sublessee's intention to
     cancel  this  Sublease.  Said  notice shall set forth an effective date for
     such  cancellation  which shall be at least ten (10) days after delivery of
     said  notice to Sublessor. If Sublessor delivers possession to Sublessee on
     or  before such effective date this Sublease shall remain in full force and
     effect.  If Sublessor fails to deliver possession to Sublessee on or before
     such  effective  date,  this  Sublease shall be cancelable by Sublessee, in
     which  case  all consideration previously paid by Sublessee to Sublessor on
     account  of  this  Sublease  shall  be returned to Sublessee, this Sublease
     shall thereafter be of no further force or effect, and Sublessor shall have
     no further liability to Sublessee on account of such delay or cancellation.

6.   RENT  AND  SECURITY  DEPOSIT.
     Sublessee shall pay to Sublessor as Rent, without deduction, offset, notice
     or demand, at a location to be provided in writing to Sublessee, the sum of
     $8,559.25  per  month, on the first day of each month of the Sublease Term.
     If  Sublessee fails to pay any installment of rent within five days of when
     due  or if Sublessee fails to make any other payment for which Sublessee is
     obligated  under  this  Sublease  within  five  days of when due, such late
     amount  will  accrue  charges  in the same manner and amount as provided in
     Section  22  (f)  of the Lease. The Rent shall increase on the first day of
     the  seventeenth  month  of  the  Sublease Term to $8,946.75. The Sublessee
     shall  pay  to Sublessor upon execution of this Sublease $25,677.75 as Rent
     for  months  one,  two  and  three  of  the Sublease Term and an additional
     $26,840.25 as a Security Deposit to be held by Sublessor and treated in the
     same  manner as is outlined in Section 7 of the Lease. If the Sublease Term
     begins  on  a  day  other  than  the first day of a month, the Rent for the
     partial  months  shall  be prorated on a per diem basis based on the actual
     number  of  days  in  the month in which the Sublease commences. Additional
     provisions:


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     -    Sublessee  shall  pay the Operating Expenses and Taxes associated with
          the  Premises and the Project above the 2002 Base Year. These payments
          shall  be  made  by  Sublessee to Sublessor. The method of calculating
          and paying Operating Expenses and Taxes shall be per the Lease.
     -    Sublessee shall take the Premises on an "AS-IS" basis. Sublessor shall
          leave  the  Premises  in  good  working  order.
     -    Sublessee  shall  be allowed to install signage per the Lease adjacent
          to  the  Premises'  entry  and on all common area suite identification
          where  applicable,  subject  to  the  approval  of  Landlord.
     -    Sublessee  shall  have  the  right  to  further sublease or assign any
          portion  of the Premises subject to the applicable terms in the Lease,
          and  subject  to the prior reasonable written consent of Sublessor and
          Lessor,  which  consent  shall  be  requested and granted or denied in
          accordance  with  the  applicable  terms  of  the  Lease.

7.   OTHER  PROVISIONS  OF  SUBLEASE.
     All  applicable terms and conditions of the Lease are incorporated into and
     made  a  part  of  this  Sublease  as  if  Sublessor  were  the  Lessor, as
     applicable,  thereunder,  and  Sublessee  the  Lessee thereunder. Sublessee
     assumes  and  agrees  to  perform all of the Lessee's obligations under the
     Lease  during  the  Sublease  Term  to the extent that such obligations are
     applicable  to  the  Premises,  except  that  the obligation to pay rent to
     Lessor  under  the  Lease shall be considered performed by Sublessee by its
     payment  to  Sublessor  of  the  amounts  set  forth  in  Section 6 of this
     Sublease.  Sublessee  shall  cause  Sublessor  to be named as an additional
     insured on the policies of insurance required to be maintained by Sublessee
     pursuant  to  Section 19 of the Lease. Sublessee shall not commit or suffer
     any act or omission that will violate any of the provisions of the Lease or
     Sublessee.  If Sublessee shall be in default under this Sublease, Sublessor
     will be entitled to exercise any of the remedies provided for in Section 22
     of  the  Lease.  Notwithstanding anything to the contrary contained in this
     Sublease, Sublessee agrees that performance by Sublessor of its obligations
     hereunder  are  conditional  upon  due  performance  by  the  Lessor of its
     obligations under the Lease, and Sublessor shall not be liable to Sublessee
     for any default of the Lessor under the Lease. Sublessee shall not have any
     claim  against  Sublessor by reason of the Landlord's failure or refusal to
     comply  with any of the provisions of the Lease, as applicable, unless such
     failure  or  refusal  is  a  result  of  Sublessor's act or failure to act.
     Sublessor  shall  exercise  due  diligence in attempting to cause Lessor to
     perform  its  obligations  under  the  Lease  for the benefit of Sublessee.
     Notwithstanding  the  foregoing,  if the Lease gives Sublessor any right to
     terminate  the  Lease  in  the  event  of  the  partial  or  total  damage,
     destruction,  or condemnation of the Premises or the building or project of
     which  the  Premises  are  a  part, the exercise of such right by Sublessor
     shall  not  constitute  a  default  or  breach  hereunder.

8.   ATTORNEYS'  FEES.
     If  either  Sublessor  or Sublessee shall commence legal action against the
     other  arising  out  of or in connection with this Sublease, the prevailing
     party  shall  be  entitled  to  recover  its  costs  of suit and reasonable
     attorneys'  fees.

9.   INDEMNITY.
     Sublessee  hereby  agrees  to protect, defend, indemnify and hold Sublessor
     harmless from and against any and all liabilities, claims, expenses, losses
     and  damages, including, without limitation, reasonable attorneys' fees and
     disbursements,  which  may at any time be asserted against Sublessor by (a)
     the  Lessor  for  failure  of  Sublessee  to  perform any of the covenants,
     agreements, terms, provisions or conditions contained in the Lease which by
     reason  of  the  provisions  of  this  Sublease  Sublessee  is obligated to
     perform, or (b) any person by reason of Sublessee's use and/or occupancy of
     the Premises. The provisions of this Section 9 shall survive the expiration
     or  earlier  termination  of  the Lease and/or this Sublease, except to the
     extent  any  of  the foregoing is caused or by the negligence of Sublessor.

10.  CANCELLATION  OF  LEASE.
     In the event of the cancellation or termination of the Lease for any reason
     whatsoever or of the involuntary surrender of the Lease by operation of law
     prior  to  the  expiration  date of this Sublease, Sublessee agrees to make
     full  and complete attornment to the Lessor under the Lease for the balance
     of the Sublease Term and upon the then executory terms hereof at the option
     of  the  Lessor  at  any  time  during  Sublessee's  occupancy


                                      -1-
<PAGE>
     of  the  Premises,  which  attornment shall be evidenced by an agreement in
     form  and substance reasonably satisfactory to the Lessor. Sublessee agrees
     to  execute  and  deliver  such  an  agreement  at any time within ten (10)
     business  days  after  request  of  the  Lessor,  and  Sublessee waives the
     provisions  of  any law now or hereafter in effect which may give Sublessee
     any right of election to terminate this Sublease or to surrender possession
     of  the Premises in the event any proceeding is brought by the Lessor under
     the  Lease  to  terminate  the  Lease.

11.  AGENCY  DISCLOSURE.
     Sublessor  and  Sublessee  each  warrant that they have dealt with no other
     real  estate broker in connection with this transaction except Arlotti Real
     Estate  Group  (Sublessee's  Broker")  and  Corporate  Real Estate Advisors
     ("Sublessor's  Broker").

12.  COMMISSION.
     Upon  execution  of this Sublease, and consent thereto by Lessor, Sublessor
     shall pay Corporate Real Estate Advisors a real estate brokerage commission
     in  accordance  with  Sublessor's  contract with Sublessor's Broker for the
     subleasing  of  the Premises. Sublessor's Broker shall then pay Sublessee's
     Broker  a  commission  in  accordance  with  their  separate  agreement and
     Sublessor's  contract  with  Sublessor's  Broker.  Sublessor  shall have no
     obligation  to  Sublessee's  Broker other than payment of the commission to
     Sublessor's  Broker.

13.  NOTICES.
     All  notices and demands which may or are to be required or permitted to be
     given  by  either  party  on the other hereunder shall be in writing in the
     manner  set forth in Section 9 of the Lease. All notices and demands by the
     Sublessor to Sublessee shall be mailed to the Sublessee at the Premises, or
     to  such  other  place  as  Sublessee  may from time to time designate in a
     notice  to  the  Sublessor.  All  notices  and  demands by the Sublessee to
     Sublessor  shall  be  mailed  to  the Sublessor at DHR International, Inc.,
     Suite  2220, 10 South Riverside Plaza, Chicago, IL 60606, Attention: Gloria
     Seghi,  and/or to such other person or place as the Sublessor may from time
     to  time  designate  in  a  notice to the Sublessee. In the event Sublessee
     receives a notice of default under the Lease, Sublessee will provide a copy
     of such notice to Sublessor within three (3) days after Sublessee's receipt
     thereof.

14.  FURNITURE.
     Sublessee  shall have the use of the furniture currently located within the
     Premises  during  the Sublease Term. Sublessee shall surrender the Premises
     and  furniture  to Sublessor in the same condition as received, normal wear
     and  tear  excepted,  at  the  expiration  or  earlier  termination of this
     Sublease.  An  inventory  of  furniture  is  attached  as  Exhibit  "B".

15.  TELEPHONE  SYSTEM.
     Sublessee  shall  have  the  use  of  the existing telephone system located
     within the Premises during the Sublease Term. Sublessee shall surrender the
     telephone  system  to  Sublessor  in the same condition as received, normal
     wear  and  tear  excepted, at the expiration or earlier termination of this
     Sublease.  A  description  and  an  inventory of the equipment and services
     comprising  the  telephone  system  is  attached  as  Exhibit  "C".

16.  APPROVAL  BY  LESSOR.
     This  Sublease  is  conditioned  upon  Sublessor's  receipt  in  writing of
     Lessor's  Consent  to  this  Sublease.


     SUBLESSOR:                                 SUBLESSEE:

     By:                                        By:  Transworld Benefits, Inc.
        -------------------------------            -----------------------------
     Name:                                      Name:   /s/  Charles C. Seven
          -----------------------------              ---------------------------
     Title:                                     Title:  Chairman/CEO
           ----------------------------               --------------------------
     Date:                                      Date:   08-07-02
          -----------------------------              ---------------------------


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                            INDEMNIFICATION AGREEMENT
                            -------------------------

     This  Indemnity Agreement (this "Agreement"), is entered into as of October
1,  2002 between Transworld Benefits, Inc. ("Transworld") and DHR International,
Inc.,  ("DHR").

                                    RECITALS

     WHEREAS,  Enterprise  Profit  Solutions Corporation ("EPS") and Transworld)
have  entered  into  a  sublease  of the real estate commonly known as 18201 Von
Karmen  Avenue,  Suite  1170,  Irvine,  California  (the  "Premises");

     WHEREAS,  DHR  has  purchased certain assets of EPS and is in possession of
the  Premises;

     WHEREAS,  DHR  is  paying the rent on the Premises to the Master Landlord;

     AND  WHEREAS, DHR seeks to have Transworld make payments under the sublease
to  the  order  of  DHR;

     NOW  THEREFORE,  the  parties  agree  as  follows:

     1.   Transworld agrees to make payments of rent under the sublease directly
          to  and  to  the  order  of  DHR.

     2.   DHR  agrees  to indemnify and hold harmless Transworld against any and
          all  losses,  claims,  damages,  obligations,  penalties,  judgments,
          awards,  liabilities, costs, expenses and disbursements resulting from
          any  payments  of  rent  under  the  sublease  to  DHR.

     3.   If  any  action, suit, proceeding or investigation is commenced, as to
          which Transworld proposes to demand indemnification, Transworld agrees
          to  notify DHR with reasonable promptness; provided, however, that any
          failure  by  Transworld  to  notify DHR shall not relieve DHR from its
          obligations  hereunder  except  to  the  extent that DHR is materially
          prejudiced  thereby.

     4.   If  DHR  so elects, or is requested by Transworld, DHR will assume the
          defense  of  such action, suit, proceeding or investigation, including
          the employment of counsel reasonably acceptable to Transworld, and the
          payment  of  the  reasonable  fees  and disbursements of such counsel.

     IN  WITNESS  WHEREOF,  the  parties hereto have entered into this Indemnity
Agreement  effective  as  of  the  date  first  written  above.

TRANS WORLD BENEFITS INC.                   DHR INTERNATIONAL. INC.

BY:  /s/  Charles C. Seven                  BY:  /s/  David  Hoffman
   -----------------------                     --------------------------

TITLE:    CEO                               TITLE:    CEO
      --------------------                        -----------------------


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                  AMENDMENT NO. 1 TO OFFICE BUILDING LEASE AND
                  --------------------------------------------
                         CONSENT OF LANDLORD TO SUBLEASE
                         -------------------------------

     WORLD  TRADE  CENTER  BUILDING,  INC., a corporation ("Landlord" or "Master
Landlord"),  is  the  current  landlord under that certain Office Building Lease
dated February 14, 2000 (the "Lease" or the "Master Lease"), entered into by and
between  ENTERPRISE  PROFIT  SOLUTIONS  CORPORATION,  a  Delaware  corporation
("Tenant" or "Sublessor"), as tenant, and Master Landlord, as landlord, pursuant
to  which  Sublessor  currently leases certain space commonly known as 18201 Von
Karman,  Suite  1170,  Irvine,  California (the "Premises") as more particularly
depicted in the Master Lease. Master Landlord hereby consents to the sublease of
the  entire  Premises  by  Sublessor  to  TRANS  WORLD  BENEFITS, INC., a Nevada
corporation  ("Sublessee")  on  the  terms  stated  herein.

     Master  Landlord's  consent is not intended, and shall not be construed (i)
to  modify  or to otherwise affect any of the provisions of the Master Lease, or
to  release  Sublessor  from  any of its obligations and duties under the Master
Lease,  (ii)  as  a  waiver  of any of Master Landlord's rights under the Master
Lease,  (iii)  as  an  authorization  or  a  consent  by  Master Landlord to any
assignment  of  the  interest of Sublessor in the Master Lease or to the further
subleasing of the Premises, and/or (iv) as binding or obligating Master Landlord
in  any  manner  whatsoever  with respect to any of the covenants, undertakings,
representations,  warranties  or  agreements  contained in that certain Sublease
entered  into by and between Sublessor and Sublessee and dated May 16, 2002 (the
"Sublease  Agreement").

     Notwithstanding  the  foregoing,  it  is  a  condition to Master Landlord's
consent to the Sublease Agreement that Sublessee's occupancy of the Premises and
the  Sublease  Agreement  are  subject  to  the  following:

     (i) Sublessee's occupancy of the applicable portion of the Premises and the
Sublease  Agreement  will  be subject and subordinate to the Master Lease and to
all  mortgages  which  are  secured,  in  whole  or  in  part,  by the Premises;

     (ii)  Master  Landlord may enforce the provisions of the Sublease Agreement
directly  against  Sublessee;

     (iii) Sublessor's agreement to increase the Security Deposit held by Master
Landlord  pursuant  to  Section 7 of the Master Lease by $10,075.00 concurrently
with  Sublessor's  execution hereof (provided that if Sublessor timely makes all
payments  of  rent under the Master Lease for the twelve [12] consecutive months
immediately  following  the  full  execution  hereof, Landlord shall return such
additional  Security  Deposit to Tenant within thirty [30] days thereafter); and

     (iv)  in  the  event  of  termination  of  the  Master Lease for any reason
whatsoever,  including,  without limitation, a voluntary surrender or default by
Sublessor,  or  in  the event of any re-entry or repossession of the Premises by
Master  Landlord,  Master  Landlord may, at its option, either (a) terminate the
Sublease  Agreement  and Sublessee's occupancy of the Premises, or (b) take over
all  of  the  right,  title and interest of Sublessor, as sublandlord, under the
Sublease  Agreement, in which case the Sublessee will attorn to Master Landlord,
but  that  nevertheless  Master Landlord will not (1) be liable for any previous
act or omission of Sublessor under the Sublease Agreement, (2) be subject to any
defense  or  offset  previously  accrued  in  favor  of  the  Sublessee  against
Sublessor,  or (3) be bound by any previous prepayment by Sublessee of more than
one  month's  rent.

                         [NO FURTHER TEXT ON THIS PAGE]


<PAGE>
This  Amendment  No.  1  to  Office  Building  Lease  and Consent of Landlord to
Sublease has been executed this ______ day of September, 2002.

                                           WORLD TRADE CENTER BUILDING, INC.,
                                           a corporation

                                           By:  CB  Richard  Ellis,  Inc.,
                                                a Delaware corporation,
                                                Its Authorized Agent


                                           By:
                                              ----------------------------------

                                              Print Name:
                                                         -----------------------
                                               Print Title:
                                                           ---------------------

The  undersigned  Sublessor  and  Sublessee  referred  to  hereinabove  hereby
acknowledge  and  accept  the  terms  and  conditions of this Amendment No. 1 to
Office  Building  Lease  and  Consent  of  Landlord  to  Sublease.

                                   Sublessor:

ENTERPRISE PROFIT SOLUTIONS
CORPORATION, a Delaware corporation

                                           By: /s/  David  Hoffman
                                              ----------------------------------
                                              Name: David Hoffman
                                                   -----------------------------
                                              Its:  CEO
                                                  ------------------------------


                                   Sublessee:

TRANS WORLD BENEFITS, INC.,
a Nevada corporation


                                           By: /s/  Charles  C.  Seven
                                              ----------------------------------
                                              Name: Charles  C.  Seven
                                                   -----------------------------
                                              Its:  CEO
                                                  ------------------------------

                                           By:
                                              ----------------------------------
                                              Name:
                                                   -----------------------------
                                              Its:
                                                  ------------------------------


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