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	SUB-LEASE
      AGREEMENT




This Sublease Agreement
("sublease") is made and effective June 1, 2006, by and between Margaret V.
Hopkins ("Tenant") and Cartoon Acquisition, Inc., a Delaware corporation
("Renter").

Tenant has lawful possession,
and is the primary tenant of office space and improvements commonly known and
numbered as 233 Alexander Street, Second Floor, Rochester, New York 14607-2518
(the "Office”).

Tenant makes available for
sublease a portion of the Office designated as the rear office, comprised of
approximately 182 square feet of 233 Alexander Street, Second Floor (the "Leased
Premises").

Tenant desires to sublease the
Leased Premises to Renter, and Renter desires to sublease the Leased Premises
from Tenant for the term, at the rental and upon the covenants, conditions and
provisions herein set forth.

THEREFORE, in consideration of
the mutual promises herein, contained and other good and valuable consideration,
it is agreed:

1. Term.


A. Tenant hereby subleases
the Leased Premises to Renter, and Renter hereby subleases the same from Tenant, for an "Initial Term"
beginning June 1, 2006 and ending June 30, 2006, and shall continue on a month
to month basis. Tenant shall use its best efforts to give Renter possession as
nearly as possible at the beginning of the Lease term. If Tenant is unable to
timely provide the Leased Premises, rent shall abate for the period of delay.
Renter shall make no other claim against Tenant for any such delay.

B. Renter may not renew the
month to month sublease for more than twelve terms or one year. Renter shall
exercise such renewal option automatically, unless by giving written notice to
Tenant not less than ten (30) days prior to the expiration of the Initial Term.
The renewal term shall be at the rental set forth below and otherwise upon the
same covenants, conditions and provisions as provided in this
sublease.

2. Rental.

Renter shall pay to Tenant
during the Initial Term rental of ($500.00) Five Hundred and 00/100 dollars per
month,. Each payment shall be due in advance on the first day of each calendar
month during the sublease term to Tenant at 233 Alexander Street, Second floor,
Rochester, New York 14607-2518 or at such other place designated by written
notice from Tenant. The rental payment amount for any partial calendar months
included in the lease term shall be prorated on a daily basis.

3. Use

Renter shall use the subleased
area for office use only. Renter shall have use of all common areas, break
facilities, waiting and reception areas. Notwithstanding the 

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forgoing, Tenant shall not use
the Leased Premises for the purposes of storing, manufacturing or selling any
explosives, flammables or other inherently dangerous substance, chemical, thing
or device.

4. Sublease and Assignment.

Renter shall have the right
without Tenant's consent, to assign this sublease to a corporation with which
Renter may merge or consolidate, to any subsidiary of Renter, to any corporation
under common control with Renter, or to a purchaser of substantially all of
Renter's assets. Except as set forth above, Renter shall not sublease all or any
part of the Leased Premises, or assign this sublease in whole or in part without
Tenant's written consent, such consent not to be unreasonably withheld or
delayed.

5. Repairs.

During the Lease term, Tenant
shall make, at Tenant's expense, all necessary repairs to the Leased Premises.
Repairs shall include such items as routine repairs of floors, walls, ceilings,
and other parts of the Leased Premises damaged or worn through normal occupancy,
except for major mechanical systems or the roof, subject to the obligations of
the parties otherwise set forth in this Lease.

6. Alterations and Improvements.

Renter, at Renter's expense,
shall have the right following Tenant's consent to remodel, redecorate, and make
additions, improvements and replacements of and to all or any part of the Leased
Premises from time to time as Renter may deem desirable, provided the same are
made in a workmanlike manner and utilizing good quality materials. Renter shall
have the right to place and install a sign on the front door or window denoting
its’ occupancy. 

7. Insurance.

If the Leased Premises or any
other party of the Building is damaged by fire or other casualty resulting from
any act or negligence of Renter or any of Renter's agents, employees or
invitees, rent shall not be diminished or abated while such damages are under
repair, and Renter shall be responsible for the costs of repair not covered by
insurance.

8. Utilities.

Tenant shall provide water,
sewer, electricity, heat and air conditioning Renter acknowledges that the
Leased Premises are designed to provide standard office use electrical
facilities and standard office lighting. Renter shall not use any equipment or
devices that utilize excessive electrical energy or which may, in Tenant's
reasonable opinion, overload the wiring or interfere with electrical services to
other tenants.

9. Signs.

Following Tenant's consent,
Renter shall have the right to place on the Leased Premises, at locations
selected by Tenant, any signs which are permitted by applicable zoning
ordinances and private restrictions. Tenant may refuse consent to any proposed
signage that is in Tenant's opinion too large, deceptive, unattractive or
otherwise inconsistent with

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or inappropriate to the Leased
Premises or use of any other tenant. Tenant shall assist and cooperate with
Renter in obtaining any necessary permission from governmental authorities or
adjoining owners and occupants for Renter to place or construct the foregoing
signs. Renter shall repair all damage to the Leased Premises resulting from the
removal of signs installed by Renter.

10. Entry.

Renter shall have the right to
enter upon the Leased Premises at reasonable hours to inspect the same, provided
Renter shall not thereby unreasonably interfere with Tenant's business on the
Leased Premises.

11. Parking.

During the term of this Lease,
Renter shall have the non-exclusive use in common with Tenant, other tenants of
the Building, their guests and invitees, of the non-reserved common automobile
parking areas, driveways, and footways, subject to rules and regulations for the
use thereof as prescribed from time to time by Tenant. Tenant reserves the right
to designate parking areas within the Building or in reasonable proximity
thereto, for Renter and Renter's agents and employees. Renter shall provide
Tenant with a list of all license numbers for the cars owned by Renter, its
agents and employees.

12. Building Rules.

Renter will comply with the
rules of the Building adopted and altered from time to time and will cause all
of its agents, employees, invitees and visitors to do so; all changes to such
rules will be sent to Renter in writing.

13. Damage and Destruction.

Subject to Section 8 A. above,
if the Leased Premises or any part thereof or any appurtenance thereto is so
damaged by fire, casualty or structural defects that the same cannot be used for
Renter's purposes, then Tenant shall have the right within ninety (90) days
following damage to elect by notice to Renter to terminate this Sublease as of
the date of such damage. In the event of minor damage to any part of the Leased
Premises, and if such damage does not render the Leased Premises unusable for
Renter's purposes, Tenant shall promptly repair such damage at the cost of the
Tenant. In making the repairs called for in this paragraph, Tenant shall not be
liable for any delays resulting from strikes, governmental restrictions,
inability to obtain necessary materials or labor or other matters which are
beyond the reasonable control of Tenant. Tenant shall be relieved from paying
rent and other charges during any portion of the Sublease term that the Leased
Premises are inoperable or unfit for occupancy, or use, in whole or in part, for
Renter's purposes. Rentals and other charges paid in advance for any such
periods shall be credited on the next ensuing payments, if any, but if no
further payments are to be made, any such advance payments shall be refunded to
Renter. The provisions of this paragraph extend not only to the matters
aforesaid, but also to any occurrence which is beyond Tenant's reasonable
control and which renders the Leased Premises, or any appurtenance thereto,
inoperable or unfit for occupancy or use, in whole or in part, for Renter's
purposes.

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14. Default.

If default shall at any time be
made by Renter in the payment of rent when due to Tenant as herein provided, and
if said default shall continue for fifteen (15) days after written notice
thereof shall have been given to Renter by Tenant, or if default shall be made
in any of the other covenants or conditions to be kept, observed and performed
by Renter, and such default shall continue for thirty (30) days after notice
thereof in writing to Renter by Tenant without correction thereof then having
been commenced and thereafter diligently prosecuted, Tenant may declare the term
of this Lease ended and terminated by giving Renter written notice of such
intention, and if possession of the Leased Premises is not surrendered, Tenant
may reenter said premises. Tenant shall have, in addition to the remedy above
provided, any other right or remedy available to Tenant on account of any
Renters default, either in law or equity. Tenant shall use reasonable efforts to
mitigate its damages.

15. Quiet Possession.

Tenant covenants and warrants
that upon performance by Renter of its obligations hereunder, Tenant will keep
and maintain Renter in quiet, peaceable and undisturbed and uninterrupted
possession of the Leased Premises during the term of this Lease.

16. Condemnation.

If any legally, constituted
authority condemns the Building or such part thereof which shall make the Leased
Premises unsuitable for leasing, this Lease shall cease when the public
authority takes possession, and Tenant and Renter shall account for rental as of
that date. Such termination shall be without prejudice to the rights of either
party to recover compensation from the condemning authority for any loss or
damage caused by the condemnation. Neither party shall have any rights in or to
any award made to the other by the condemning authority.

17. Subordination.

Renter accepts this Sublease
subject and subordinate to any mortgage, deed of trust, other lien or lease
presently existing or hereafter arising upon the Leased Premises, or upon the
Building and to any renewals, refinancing and extensions thereof, but Renter
agrees that any such mortgagee shall have the right at any time to subordinate
such mortgage, deed of trust or other lien to this Sublease on such terms and
subject to such conditions as such mortgagee may deem appropriate in its
discretion. Tenant is hereby irrevocably vested with full power and authority to
subordinate this Sublease to any mortgage, deed of trust or other lien now
existing or hereafter placed upon the Leased Premises of the Building, and
Renter agrees upon demand to execute such further instruments subordinating this
Sublease or attorning to the holder of any such liens as Tenant may request. In
the event that Renter should fail to execute any instrument of subordination
herein required to be executed by Tenant promptly as requested, Renter hereby
irrevocably constitutes Tenant as its attorney-in-fact to execute such
instrument in Renter's name, place and stead, it being agreed that such power is
one coupled with an interest. Renter agrees that it will from time to time upon
request by Tenant execute and deliver to such persons as Tenant shall request a
statement in recordable form certifying that this Sublease is unmodified


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and in full force and effect (or
if there have been modifications, that the same is in full force and effect as
so modified), stating the dates to which rent and other charges payable under
this Sublease have been paid, stating that Tenant is not in default hereunder
(or if Tenant alleges a default stating the nature of such alleged default) and
further stating such other matters as Tenant shall reasonably
require.

18. Notice.

Any notice required or permitted
under this Lease shall be deemed sufficiently given or served if sent by United
States certified mail, return receipt requested, addressed as
follows:

If to Tenant to:
Margaret V. Hopkins
233 Alexander Street, Second Floor
Rochester, New York 14607-2518


If to Renter
to:
Cartoon Acquisition,
Inc.
Post Office
Box202
Wyoming, New York 14591-0202



Tenant and Renter shall each
have the right from time to time to change the place notice is to be given under
this paragraph by written notice thereof to the other party.

19. Brokers.

Renter represents that Tenant
was not shown the Premises by any real estate broker or agent and that Renter
has not otherwise engaged in, any activity which could form the basis for a
claim for real estate commission, brokerage fee, finder's fee or other similar
charge, in connection with this Sublease.

20. Waiver.

No waiver of any default of
Tenant or Renter hereunder shall be implied from any omission to take any action
on account of such default if such default persists or is repeated, and no
express waiver shall affect any default other than the default specified in the
express waiver and that only for the time and to the extent therein stated. One
or more waivers by Tenant or Renter shall not be construed as a waiver of a
subsequent breach of the same covenant, term or condition.

21. Headings.

The headings used in this
Sublease are for convenience of the parties only and shall not be considered in
interpreting the meaning of any provision of this Sublease.

22. Successors.

The provisions of this Sublease
shall extend to and be binding upon Tenant and Renter and their respective legal
representatives, successors and assigns.

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23. Consent.

Tenant shall not unreasonably
withhold or delay its consent with respect to any matter for which Tenant's
consent is required or desirable under this Sublease.

24. Performance.

If there is a default with
respect to any of Tenant's covenants, warranties or representations under this
Sublease, and if the default continues more than fifteen (15) days after notice
in writing from Renter to Tenant specifying the default, Renter may, at its
option and without affecting any other remedy hereunder, cure such default and
deduct the cost thereof from the next accruing installment or installments of
rent payable hereunder until Renter shall have been fully reimbursed for such
expenditures, together with interest thereon at a rate equal to the lessor of
twelve percent (12%) per annum or the then highest lawful rate. If this Sublease
terminates prior to Renter's receiving full reimbursement, Tenant shall pay the
unreimbursed balance plus accrued interest to Renter on demand.

25. Compliance with Law.

The laws of New York State shall
govern this agreement. Renter shall comply with all laws, orders, ordinances and
other public requirements now or hereafter pertaining to Renter's use of the
Leased Premises. Tenant shall comply with all laws, orders, ordinances and other
public requirements now or hereafter affecting the Leased Premises.

26. Final Agreement.

This Agreement terminates and
supersedes all prior understandings or agreements on the subject matter hereof.
This Agreement may be modified only by a further writing that is duly executed
by both parties.

IN WITNESS WHEREOF, the parties
have executed this sublease as of the day and year first above
written.


	
      /s/ Margaret V. Hopkins

      __________________________________
Margaret V Hopkins

       

      /s/ Randolph S. Hudson




_________________________________
Cartoon Acquisition, Inc.
By: Randolph S. Hudson
Its: President


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