STANDARD  FORM  OF  OFFICE  LEASE
 THE  REAL  ESTATE  BOARD  OF  NEW  YORK,  INC.

     AGREEMENT  OF LEASE, made as of this 10th day of December, 1999 between DAH
CHONG  HONG  TRADING CORPORATION, a New York corporation having an office at 362
Fifth  Avenue,  New  York,  New York 10001, party of the first part, hereinafter
referred  to  as "Landlord" or "Owner", and 2THEMART.COM, INC., having an office
at  18301  Von  Karman  Avenue,  Irvine,  CA  92612,  party  of the second part,
hereinafter  referred  to  as  "Tenant".

     WITNESSETH:  Landlord  hereby leases to Tenant and Tenant hereby hires from
Landlord  the  premises  (hereinafter  called  "premises", "demised premises" or
"Premises")  known  as  suite  1201,  substantially as crosshatched on the floor
plans  annexed  hereto  as Exhibit A, in the building known as 362 Fifth Avenue,
New  York,  New York (hereinafter called "building" or "Building"), for the term
(hereinafter called "term" or "Term") to commence upon substantial completion of
Landlord's  Work  as  mentioned  in  Article  47J  (hereinafter  called  the
"Commencement  Date"),  and  to  end  on  the date that is five years thereafter
(hereinafter  called  "Expiration  Date"), or until such term shall sooner cease
and expire as hereinafter provided, both dates inclusive, at an annual rental as
described  In Article 38 (together with the sums payable pursuant to Article 49,
hereinafter  called  "rent"  or  "Fixed  Rent"), together with all other sums of
money  as  shall  become due and payable by Tenant under this lease (hereinafter
called "additional rent" or "Additional Rent") which Tenant agrees to pay lawful
money  of  the United States which shall be legal tender in payment of all debts
and  dues,  public  and  private,  at  the  time  of  payment,  In equal monthly
installments  in advance on the first day of each month during said term, at the
office  of  Landlord  or such other place as Landlord may designate, without any
set  off or deduction whatsoever, except that Tenant shall pay the first monthly
installment(s)  on  the  execution  hereof  (unless  this  lease  be  a  renewal

     In  the  event  that,  at  the  commencement  of the term of this lease, or
thereafter,  Tenant  shall  be  in  default  In  the payment of rent to Landlord
pursuant  to  the  terms  of  another  lease  with  Landlord  or with Landlord's
predecessor in interest, Landlord may at Landlord's option and without notice to
Tenant  add  the  amount  of  such arrearages to any monthly installment of rent
payable  hereunder and the same shall be payable to Landlord as additional rent.

The  parties  hereto,  for  themselves,  their  heirs,  distributees, executors,
administrators,  legal  representatives,.
successors  and  assigns,  hereby  covenant  as  follows:
Rent:           1.  Tenant  shall  pay  the  rent  as  above and  as hereinafter
provided.

Occupancy:  2.  Tenant  shall  use  and  occupy the demised premises for general
office  and  for  no  other  purpose.

Tenant  Alterations:
3.  Tenant  shall  make  no  changes in or to the demised premises of any nature

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without Owner's prior written consent(*1).  Subject to the prior written consent
of  Owner,  and  to the provisions of this article, Tenant, at Tenant's expense,
may  make  alterations,  installations,  additions  or  improvements  which  are
non-structural  and  which  do  not  affect  utility  services  or  plumbing and
electrical  lines,  in  or  to  the  interior  of  the demised premises by using
contractors  or  mechanics first approved in each instance by Owner (*2). Tenant
shall,  before making any alterations, additions, installations or improvements,
at  its  expense,  obtain all permits, approvals and certificates required by an
governmental  or  quasi-governmental bodies and (upon completion)certificates of
final  approval  thereof  and  shall  deliver  promptly  duplicates  of all such
permits, approvals and certificates to Owner and Tenant agrees to carry and will
cause  Tenant's  contractors  acid  sub-contractors  to  carry  such  workman's
compensation,  general  liability,  personal  and  property
damage  insurance  as  Owner  may  require.  If  any,  mechanic's  lien is filed
against  the  demised  premises, or die building of which the same forms a part,
for  work  claimed  to  have  been  done for, or materials furnished to, Tenant,
whether  or  not  done pursuant to this article, the same shall be discharged by
Tenant  within thirty days thereafter, at Tenant's expense, by payment or filing
the  bond  required  by law. All fixtures and all paneling, partitions, railings
and  like installations, installed in the premises at any time, either by Tenant
or by Owner on Tenant's behalf, shall, upon installation, become the property of
Owner  and shall remain upon and be surrendered with the demised premises unless
Owner,  by notice to Tenant no later than twenty days prior to the date fixed as
the  termination of this lease elects to relinquish Owner's right thereto and to
have  them  removed by Tenant in which event tile same shall be removed from the
premises  by,  Tenant prior to the expiration of the lease, at Tenant's expense.
Nothing  to this Article shall be construed to give Owner title to or to prevent
Tenant's removal of trade fixtures, moveable office furniture and equipment, but
upon  removal  of  any  such  from  the  premises  or  upon  removal  of  other
installations  as  may be required by Owner, Tenant shall immediately and at Its
expense  repair  and  restore  the  premises  to the condition existing prior-to
installation  and  repair any damage to the demised premises or the building due
to  such removal. All property permitted or required to be removed, by Tenant at
the  end  of  the term remaining in the premises after Tenant's removal shall be
deemed  abandoned  and  may,  at  the  election  of Owner, either be retained as
Owner's property or may be removed from the premises by Owner, Tenant's expense.


Maintenance     4.  Tenant  shall,  throughout the term of this lease, take good
care
and               of  the  demised  premises  and the fixtures and appurtenances
therein.
Repairs:          Tenant  shall  be  responsible for all damage or injury to the
demised
          premises  or  any   other  part  of  the  building and the systems and
equipment  thereof, whether requiring structural or nonstructural repairs caused
by  or  resulting  from  carelessness,  omission, neglect or improper conduct of
Tenant.  Tenant's subtenants, agents, employees, Invitees or licensees, or which
arise  out  of  any  work,  labor,  service or equipment done for or supplied to
Tenant  or any subtenant or arising out of the installation, use or operation of
the  property  or equipment of Tenant or any subtenant. Tenant shall also repair
all  damage  to  the  building  and the demised premises caused by the moving of
Tenant  fixtures,  furniture  and  equipment.  Tenant  shall  promptly  make, at
Tenant's expense, all repairs in and to the demised premises for which Tenant is
responsible,  using  only  the  contractor  for the trade or trades in question,
selected  from  a list of at least two contractors per trade submitted by Owner.
Any  other  repairs  in or to the bullding or the facilities and systems thereof
for  which  Tenant  is  responsible  shall be performed by Owner at the Tenant's
expense.  Owner shall maintain in good working order and repair the exterior and
the structural pardons of the building, including the structural portions of its
demised  remises,  and  the  public  portions  of  the building interior and the
building  plumbing,  electrical,  heating and ventilating systems (to the extent
such  systems  presently  exist)  serving the demised premises. Tenant agrees to
give  prompt  notice  of any defective condition in the premises for which Owner
may  be  responsible  hereunder.  There  shall  be  no  allowance  to Tenant for
diminution  of  rental  value and no liability on the part of Owner by reason of
inconvenience,  annoyance  or  injury  to  business arising from Owner or others
making  repairs,  alterations, additions or improvements in or to any portion of
the  budding or the demised premises or in and to the fixtures, appurtenances or
equipment  thereof.  It is specifically agreed that Tenant shall not be entitled
to  any  setoff or reduction of rent by reason of any failure of Owner to comply
with  the  covenants  of  this or any other article of this Lease. Tenant agrees
that  Tenant's  sole  remedy at law in such instance will be by way of an action
for  damages  for breach of contract. The provisions of this Article 4 shall not
apply  in  the  case of fire or other casualty which are dealt with In Article 9
hereof.



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Window          5.  Tenant  will  not clean nor require, permit, suffer or allow
any  window
Cleaning:     in  the  demised  premises  to  be     cleaned from the outside is
violation  of          Section  202 of the Labor Law or any other applicable law
or  of  the  Rules
of  the  Board of Standards and Appeals, or of any other Board or body having or
asserting
jurisdiction.


Requirements     6.  Prior  to  the commencement of the lease term, if Tenant is
then
of Law,          in possession, and at all times thereafter, Tenant, at Tenant's
Fire  Insurance,     sole  cost  and  expense,  shall,  promptly comply wide all
present
floor  Loads:     and  future laws, orders and regulations of all state federal,
municipal  and  local  governments,  departments,  commissions  and
boards  and any direction of any public officer pursuant to law, and all orders,
rules  and  regulations  of  the  New York Board of Fire Underwriters, Insurance
Services  Office, or any similar body which shall impose any violation, order or
duty  upon  Owner or Tenant wide respect to the demised premises, whether or not
arising  out  of  Tenant's  use  or  manner  of use thereof, (including Tenant's
permitted  use)  or, with respect to the building if arising out of Tenant's use
or  manner  of  use of the premises or the building (including the use permitted
under the lease). Nothing herein shall require Tenant to make structural repairs
or  alterations  unless Tenant has, by its manner of use of the demised premises
or  method  of  operation  therein,  violated any such laws, ordinances, orders,
rules,  regulations  or  requirements  with  respect  thereto. Tenant may, after
securing  Owner  to
Owner's  satisfaction  against  all  damages,  interest, penalties and expenses,
including, but not limited to, reasonable attorney's fees, by cash deposit or by
surety  bond  in  an  amount  and  in a company attorney's to Owner, contest and
appeal  any  such  law,  ordinances,  orders, rules, regulations or requirements
provided  same  is  done with all reasonable promptness and provided such appeal
shall  not  subject  Owner to prosecution for a criminal offense or constitute a
default under any lease or mortgage under which Owner may be obligated, or cause
the  demised  premises  or  any  part thereof to be condemned or vacated. Tenant
shall not do or permit any actor ,to be done in or to the demised premises which
is  contrary  to  law,  or  which  will invalidate or be in conflict with public
liability  ,  fine or other policies of insurance at any time carried by, or for
the  benefit  of  Owner  with  respect
to  the demised premises or the building of which the demised premises formal or
which  shall  or  might  subject Owner to any liability or responsibility to any
person  of  for  property  damage. Tenant shall not keep anything in the demised
premises  except  as now or hereafter permitted by the Fire Department, Board of
Fire Underwriters, Fire Insurance Rating or other authority having jurisdiction,
and  then  only  in  such  manner  and
such  quantity  so  as not to increase the rate for fire insurance applicable to
the building, nor use the premises in a manner which will increase the insurance
rate  for  the building or an property located therein over that in effect prior
to the commencement of Tenant's occupancy. Tenant shall pay all costs, expenses,
fines,  penalties,  or  damages,  which  may  be imposed upon Owner by reason of
Tenant's  failure to comply with the provisions this article and if by reason of
such  failure  the  fire  insurance  rate  shall,  at
the  beginning  of  this  lease  or  at  any  time thereafter, be higher than it
otherwise  would  be,  then  Tenant  shall  reimburse  Owner, as additional rent
hereunder,  for  that  portion of all fire insurance premiums thereafter paid by
Owner  which  shall  have been charged because of such failure by Tenant, in any
action  or  proceeding  wherein  Owner  and  Tenant  are  parties, a schedule or
"make-up  "  of  rate  for  the  building  or  demised  premises  issued
by  the  New  York  Fire Insurance Exchange, or other body making fire insurance
rates  applicable  to  said  premises  shall be conclusive evidence of the facts
therein  stated and of the several items and charges in the fire insurance rates
then  applicable  to said premises. Tenant shall not place a load upon any floor
of  the  demised  premises  the  floor  load  per  square foot area which it was
designed  to  carry  and  is  allowed  by  law.

<PAGE>
Owner  reserves  the  right  to  prescribe the weight and position of all safes,
business  machines  and mechanical equipment. Such installations shall be placed
and maintained by Tenant, at Tenant's expense in settings sufficient, in Owner's
judgement,  to  absorb  and  prevent  vibration  noise  and  annoyance.

Subordination:      7.  This  lease  is subject and subordinate to all ground or
underlying
 leases  and  to  all  mortgages  which  may now or hereafter affect such leases
or  the  real property of which demised premises are a part and to all renewals,
modifications,  consolidations,  replacements  and  extensions  of  any  such
underlying  leases  and  mortgages.  This  clause shall be self-operative and no
further  instrument  of  subordination  shall  be  required  by  any  ground  or
underlying  lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant  shall  from time to time execute promptly any certificate that Owner may
request.

Property          8.  Owner  or its agents shall not be liable for any damage to
Loss,  Damage     property  of  Tenant  or  of  others entrusted to employees of
Reimbursement     the  building,  nor  for  loss of or damage to any property of
Indemnity:          Tenant  by  theft or otherwise, nor for any injury or damage
to  persons  or  property  resulting from any cause of whatsoever nature, unless
caused  by  or  due  to  the  negligence  of  Owner,  or its agents, servants or
employees.  Owner or its agents will not be liable for any such damage caused by
other  tenants  or  persons  in,  upon or about said building or caused by other
tenants  or  persons  in, upon or about said building or caused by operations is
construction  of  any  private,  public or quasi public work. If at any time any
windows  of  the demised premises are temporarily closed, darkened or bricked up
(or  permanently  closed,  darkened  or  bricked up, if required by law) for any
reason  whatsoever  including,  but not limited to Owner's own acts, Owner shall
not  be liable for any damage Tenant may sustain thereby and Tenant shall not be
entitled  to  any  compensation therefor not abatement or diminution of rent nor
shall  the  same release Tenant from its obligations hereunder nor constitute an
eviction.  Tenant  shall  indemnify and save harmless Owner against and from all
liabilities,  obligations,  damages,  penalties,  claims, costs and expenses for
which Owner shall not be reimbursed by insurance, including reasonable attorneys
fees,  paid,  suffered or incurred as a result of any breach by Tenant, Tenant's
agents,  contractors,  employees,  invitees,  or  licensees,  of any covenant or
condition  of this lease, or the carelessness, negligence or improper conduct of
the  Tenants  Tenant's  agents  contractors,  employees,  invitees or licensees.
Tenant  s  liability  under  this lease extends to the acts and omissions of any
sub-tenant,  and  any agent, any contractor, employee invitee or licensee of any
sub-tenant.  In  case action or proceeding is brought against Owner by reason of
any  such  claim,  Tenant,  upon  written  notice  from  Owner, will at Tenant's
expense, resist or defend such action or proceeding by counsel approve ,by Owner
in  writing,  such  approval  not  to  be  unreasonably  withheld.


Destruction     9.(a)  If  the  premises or any part thereof shall be damaged by
fire
Fire and Other     or other casualty, Tenant shall give immediate notice thereof
Casualty:          to  Owner  this lease shall continue in full force and effect
except  as  hereinafter  set  forth.  (b)  If  the  demised  premises  are

<PAGE>
partially  damaged or rendered partially unusable by fire or other casualty, the
damages  thereto  shall  be repaired by and at the expense of Owner and the rent
and  other  items  of  additional rent, until such repair shall be substantially
completed, shall be apportioned from the day following the casualty according to
the  of  the  premises  which  is  usable.  8 If the demised premises am totally
damaged or rendered wholly unusable by fire or other casualty, then the rent and
other  items  of  additional  rent  as  hereinafter  expressly provided shall be
proportionately  paid up to the time of the casualty and thenceforth shall cease
until  the data when the premises shall have been repaired and restored by Owner
(or  sooner  preoccupied  in  part  by  Tenant then rent shall be apportioned as
provided  in  subsection  (b)  above),  subject to Owner's right to elect not to
restore  the  same  as  hereinafter  provided.  (d)  If the demised premises are
rendered  wholly unusable or (whether or not the demised premises are damaged in
whole or in part, if the building shall be so damaged that Owner shall decide to
demolish  it  or  to rebuild it, then, in any of such events, Owner may elect to
terminate  this  lease  by  written notice to Tenant, given within 90 days after
such  fire  or casualty, or 30 days, after adjustment of the insurance claim for
such fire or casualty, whichever is sooner, specifying a date for the expiration
of  the  lease,  which  date  shall

______________________________
Rider  to  be  added  if  necessary.

not  be  more  than  60  days  after the giving of such notice and upon the date
specified  in  such  notice  the  term  of  this lease shall expire as fully and
Completely  as if such date were the date set forth above for the termination of
this  lease and Tenant shall forthwith surrender and vacate the premises without
prejudice  however,  to  Landlord's rights and remedies against Tenant under the
leases  in  effect prior to such termination, and any rent owing shall provision
paid  up  to  such  date  and  any payments of rent made by Tenant which were on
account  of  shall  any  period  subsequent  to such date be returned to Tenant.
Unless  Owner  shall  serve  a  termination notice as provided for herein, Owner
shall  make  the  repairs  and  restorations  under  the conditions of (b) and 8
hereof,  with  all reasonable expedition, subject to delays due to adjustment of
insurance  claims,  labor  troubles  and causes beyond Owners control. After any
such  casual  Tenant  shall  cooperate with Owner's restoration by removing from
premises  as  promptly  as  reasonably  possible,  all  of  Tenant's salvageable
inventory  and  moveable  equipment,  furniture  and  other  property.  Tenant's
liability  for  rent  shall resume five (5) days after written notice from Owner
that  the  premises  are substantially ready for Tenant's occupancy. (e) Nothing
contained  hereinabove  shall  relieve Tenant from liability that may exist as a
result  of  damage  from  fire or other casualty. Notwithstanding the foregoing,
including  obligation  to  restore  under  subparagraph  (b)  above,  each party
look first to any insurance in its favor before     making any claim against the
other  party  for  recovery  for  loss  or  damage  resulting from fire or other
casualty,  and  to  the  extent that such is in force and collectible and to the
extent  permitted  by  law, Owner and Tenant each hereby releases and waives all
right of recovery with respect to subparagraphs (b), (d), and (e) above, against
the  other  or  any  one  claiming  through  or  under  each  of  them by way of
subrogation  or  otherwise.  The  release and waiver herein referred to shall be
deemed  to  include  any  loss  or  damage to the demised premises and/or to any
personal  property,  equipment,  trade  fixtures,  goods and merchandise located
therein.  The  foregoing  release  and  waiver  shall  be  in force only if both
releasors'  insurance policies contain a clause providing that such a release or
waiver  shall  not  invalidate  the  insurance. If, and to the extent, that such
waiver can be obtained only by the payment of additional premiums then the party
benefitting from the waiver shall pay such premium within coverage shall be days
after  written  demand  or  be  deemed  to  have agreed that the party obtaining
insurance  shall  be free of any further obligation under, the provisions hereof
with  respect  to waiver of subrogation. Tenant acknowledges that Owner will not
carry  insurance on Tenant's furniture for furnishings or fixtures or equipment,
improvements,  or  obligated  a appurtenances removable by Tenant end agree that
Owner  will  not  repair any damage thereto or replace the same. (f) Tenant here
waives  the  provisions  of Section 227 of the Real Property Law and agrees that
the  provisions  of  this  article  shall  govern  and  control in lieu thereof.


Eminent          10.  If  the  whole  or  any  part  of  the  demised  premises
Domain:          shall be acquired or condemned by Eminent Domain for any public
or  quasi  public  use  or  purpose,  then  and  in that event, the term of this
lease  shall  cease  and  terminate  from  the  date  of  title  vesting in such
proceeding  and  Tenant  shall  have no claim Tenant shall have no claim for the
value  of  any  unexpired  term  of  lease and assigns to Owner, Tenant's entire
interest  in  any such award. Tenant shall have the right to make an independent
claim  to the condemning authority for the value of Tenant's moving expenses and
property,  trade  fixtures  is  entitled he terms of the low equipment, provided
Tenant  is  entitled pursuant to the terms of the lease to remove such property,
trade  fixture equipment at the and of the term provided further such claim does
not  reduce  Owner's  award.

<PAGE>

Assignment          11.  Tenant,  for itself, its heirs, distributees, executors
Mortgage,          administrators,  legal representative, successor and assigns,
Etc.               expressly  covenants  that  it  shall not assign, mortgage or
encumber
mortgage  or  encumber  this  agreement,  no  underlet  or  suffer  or  permit
the  demised  premises  or any part thereof to used by others, without the prior
written  consent of Owner in each instance (*3). Transfer of the majority of the
stock of a corporate Tenant or the majority partnership interest of the majority
of  the stock of a corporate Tenant shall be deemed an assignment. If this lease
be  assigned  or  if  the  demised  premises  or any part thereof be underlet or
occupied  by  anybody  other  than  Tenant,  Owner may, after default by Tenant,
collect  rent  from  the  assignee,  under-tenant or occupant, and apply the net
amount  collected  to  the  rent  herein  reserved,  but  no  such  assignment
underletting  occupancy or collection shall be deemed a waiver of this covenant,
or  the  acceptance  of  the  assignee, under tenant or occupant as tenant, or a
release  of  Tenant  from  the further performance by Tenant of covenants on the
part  of  Tenant  herein  contained.  The  consent  by  Owner  to  an assignment
underletting shall not in any wise be construed to relieve Tenant from obtaining
the  express  consent  in  writing  of  Owner  to  any  further  assignment  or
underletting.



Electric          12.  Rates  and  conditions  in respect to submetering or rent
Current:          inclusion,  as  the case may be, to be added in RIDER attached
hereon.  Tenant  covenants  and  agrees  that  its  use  of  electric  current
shall  not exceed the capacity of existing feeders to the building or the risers
or wiring installation and Tenant may not use any electrical equipment which, in
Owner's  opinion, reasonably exercised, will installations or interfere with the
use  thereof  by  other  tenants  of the building. The change at any time of the
character  of electric service shall in no wise make Owner liable or responsible
to  Tenant,  for  any  loss,  damages  or  expenses  which  Tenant  may sustain.


Access  to          13.  Owner  or Owner's agents shall have the right(but shall
not  be
Premises:          obligated)  to enter the demised premises in any emergency at
any  time,  and, at other reasonable times, to examine the same and to make such
replacements  and  improvements  as  Owner  may  deem necessary and replacements
desirable  to  the  demised  premises or to any other portion of the building or
which  Owner may elect to perform. Tenant shall permit Owner to use and maintain
and  replace  pipes  and conduits in and through the demised     promises and to
erect  new  pipes  and  conduits  therein provided they are concealed within the
walls, floor, or ceiling. Owner may, during ,progress of any work in the demised
premises,  take all necessary materials and equipment into said premises without
the  same  constituting  an  eviction  nor  shall  the Tenant be entitled to any
abatement of rent while such work is in progress nor to any damages by reason of
loss  or Interruption of business or otherwise. Throughout the term hereof Owner
shall  have  the
right  to  enter  the  demised  premises  at reasonable hours for the purpose of
showing  the  same  to prospective purchasers or mortgagees of the building ,and
during  the  last  six  months  of the term for the purpose of showing a same to
prospective  tenants.  If  Tenant is not present to open and permit an entry the
demised  premises,  Owner  or  Owner's agents may enter the a same whenever such
entry  may  be  necessary  or permissible by master key or forcibly and provided
reasonable  care  is  exercised to safeguard Tenant's property, such a shall not
render  Owner or its agents liable therefor, nor in any event the obligations of
Tenant  hereunder be affected. If during the last month of the term Tenant shall
have  removed  all or substantially all of Tenant's property therefrom Owner may
immediately  enter,  alter,  renovate or redecorate the demised promises without
limitation  or  abatement  of  rent,  or  incurring  liability to Tenant for any
compensation  and  such  act  shall  have  no  effect  on this lease or Tenant's
obligations  hereunder.


<PAGE>


Vault,          14.  No  Vaults, vault space or area, whether or not enclosed or
Vault  Space,     covered not within the property line of the building is leased
Area:               hereunder, anything contained in or indicated on any sketch,
blue  print  or  plan,  or  anything  contained  elsewhere  in this lease to the
contrary
notwithstanding.  Owner  makes  no  representation  as  to  the  location of the
property line of the building. All vaults and vault space and all such areas not
within  the  property line of the building, which Tenant may be permitted to use
and/  or occupy, is to be used and/or occupied under a revocable license, and if
any  such  license  be  revoked,  or  if  the  amount  of  such space or area be
diminished  or  required  by any federal, state or municipal authority or public
utility,  Owner  shall not be subject to any liability nor shall Tenant entitled
to  any  compensation  or  diminution  or  abatement  of  rent,  nor  shall such
revocation, diminution or requisition be deemed constructive or actual eviction.
Any  tax, fee or charge of municipal authorities for such vault or area shall be
paid  by  Tenant.


Occupancy:          15.  Tenant  will  not at any time use or occupy the demised
premises
in  violation  of  the  certificate  of  occupancy  issued  for  the building of
which  the  demised  premises  are a part. Tenant has inspected the premises and
accepts them as is, subject to the riders annexed hereto with respect to Owner's
work, if any. In any event, Owner makes no representation as to the condition of
the premises and Tenant agrees to accept the same subject to violations, whether
or  not  of  record.


Bankruptcy:     16.  (a)  Anything  elsewhere  in  this  lease  to  the contrary
notwithstanding,  this  lease  may  be  cancelled  by  Owner  by  the
sending  of  a  written  notice  to  Tenant  within  a reasonable time after the
happening  of any one or more of the following events: (1) the commencement of a
case  in bankruptcy or under the laws any, state naming Tenant as the debtor; or
(2)  the  making  by  Tenant  of  an assignment or any other arrangement for the
benefit  of  creditors  under  any  state statute. Neither Tenant nor any person
claiming through or under Tenant, or by reason of any statute or order of court,
shall  thereafter  be  entitled  to possession of the promises demised but shall
forthwith  quit  and  surrender the premises. If this lease shall be assigned in
accordance with its terms, the provisions of this Article 16 shall be applicable
only  to  the  party  then  owning  Tenant's  interest  in  this lease.(b) It is
stipulated  and  agreed  that  in  the  event  of  the termination of this lease
pursuant  to  (a)  hereof,  Owner  shall  forthwith  notwithstanding  any  other
provisions  of this lease to the contrary, be entitled to recover from Tenant as
and  for  liquidated  damages an amount equal to the difference between the rent
reserved  hereunder  for  the unexpired portion of the term demised and the fair
and  reasonable rental value of the demised premises for the same period. In the
computation  of  such  damages  the  difference  between any installment of rent
becoming due hereunder after the date of termination and the fair and reasonable
rental  value  of the demised premises for the period for which such installment
was  payable
shall  be  discounted  to  the  date  of termination at the rate of four percent
(4%)per  annum.  If such promises or any part thereof be re-let by the Owner for
the  unexpired  term  of  said  lease,  or any part thereof, before presentation
of  proof  of  such liquidated damages to any court, commission or tribunal, the
amount  of rent reserved upon such re-letting shall be deemed to be the fair and
reasonable  rental value for the part or the whole of the premises so     re-let
during  the  farm  of  the  re-letting.  Nothing  herein  contained  shall limit
or  the  right  of  the  Owner  to prove for and obtain as liquidated damages by
reason  of  such  termination,  an  amount  equal  to the maximum allowed by any
statute or rule of law in effect at the time when, and governing the proceedings
in  which. such damages are to be proved, whether or not such amount be greater,
equal  to,  or  less  than  the  amount  of  the  difference  referred to above.



<PAGE>
Default:          17.  (1) If Tenant defaults in fulfilling any of the covenants
of  this          lease  other  than  the  covenants  for the payment of rent or
additional
rent;  or  if the demised premises become vacant or deserted or if any execution
or
attachment  shall be issued against Tenant or any of Tenant's property whereupon
the  demised premises shah be taken or occupied by someone other than Tenant; or
if  this  lease  be  rejected  under  Section  235  of Title 11 of the U.S. Code
(bankruptcy  code);  or  if
Tenant  shall fail to move into or take possession of the premises within thirty
(30) days after the commencement of the term of this lease, then, in any or more
of  such  events, upon Owner serving a written (*4)notice upon Tenant specifying
the  nature  of said default an expiration of said (*4) to comply with or remedy
such  default,  or  the  said  default  or
omission  complained  of shall be of a nature that the same cannot be completely
cured  or  remedied  within  said  (*4), and if Tenant shall not have diligently
commenced  curing  such  default  within such (*4) and shall not thereafter with
reasonable  diligence  and  in  good faith, proceed remedy or cure such default,
then  Owner  may  serve  a  written five (5) days notice of cancellation of this
lease  upon  Tenant,  and upon the expiration of,  said five (5) days this lease
and  the  term thereunder shall end and expire as fully and completely as if the
expiration  of such five (5) day period were the day herein definitely fixed for
the  end and expiration of this lease and the term thereof and Tenant shall then
quit  and surrender the demised premises to Owner but Tenant shall remain liable
as hereinafter provided (2) If the notice provided for in (1) hereof  shall have
been  given,  and  the  term  shall expire as aforesaid; or If Tenant shall make
default  in  the  payment  of the rent reserved herein or any item of additional
rent  herein  mentioned  or any part of either or in making any other payment in
herein  required;  then and in any of such events(*5). Owner may without notice,
re-enter  the  demised  premises  either  by  force or otherwise, and dispossess
Tenant  by  summary  proceedings  or  otherwise, and the legal representative of
Tenant  or  other occupant of demised premises and remove their effects and hold
the  premises  as  if this lease had not been made, and Tenant hereby waives the
service  of notice of intention to re-enter or to institute legal proceedings to
that  end. If Tenant shall make default hereunder prior to the date fixed as the
commencement  terminate  such  renewal  extension  agreement  by written notice.



Remedies  of     18.  In  case of any such default, re-entry , expiration and/or
Owner  and          dispossess  by summary proceedings or otherwise,(a) the rent
Waiver of          shall become due thereupon and be paid up to the time of such
Redemption:     re-entry,  dispossess  and/or  expiration  (b)  Owner may re-let
               the  premises or any part or parts thereof, either in the name of
Owner  or

<PAGE>
otherwise,  for  a  term  or  term,  which may at Owner's option be less than or
exceed  the  period  which,  would otherwise have constituted the balance of the
term  of  this  lease  and may grant concessions or free rent or charge a higher
rental  than that in this lease, and/or 8 Tenant or the legal representatives of
Tenant  shall  also pay Owner as liquidated damages for the failure of Tenant to
observe  and  perform  said  Tenant's covenants herein contained, any deficiency
between  the  rent  hereby  reserved  and/or  covenanted  to be paid and the net
amount,  if any, of the rents collected on account of the lease or leases of the
demised  premises  for  each  month  of  the  period  which would otherwise have
constituted  the  balance  of  the  term  of thus lease. The failure of Owner to
re-let  the  premises  or  any part or parts thereof shall not release or affect
Tenant's liability for damages. In computing such liquidated damages there shall
be  added  to the said deficiency such expenses as Owner may incur in connection
with  re-letting,  such as legal expenses reasonable attorneys' fees, brokerage,
advertising  and for keeping the demised premises in good order or for preparing
the  same  for  re-letting. Any such liquidated damages shall be paid in monthly
installments  by  Tenant  on  the  rent day specified in this lease and any suit
brought  to  collect  the amount deficiency for any month shall not prejudice in
any  way  the rights of Owner to collect the deficiency for any subsequent month
by a similar proceeding. Owner, in putting the demised premises in good order or
preparing  the same for re-rental may, at Owner's option, make such alterations,
repairs,  replacements, and/or ,decorations in the demised premises as Owner, in
Owner's  sole  judgement,  considers advisable and necessary, for the purpose of
re-letting  the  demised  premises, and the making of such alterations, repairs,
replacements,  and/or  decorations  shall not operate or be construed to release
Tenant  from liability hereunder as aforesaid. Owner shall in no event be liable
in  any  way  whatsoever  for  failure to re-let the demised premises, or in the
event  that  the  demised  premises  are re-let, for failure to collect the rent
thereof  under  such  re-letting  and  in  no  event shall Tenant be entitled to
receive any excess, if any, of such net rents collected over the sums payable by
Tenant  to  Owner  hereunder.  In  the event of a breach or threatened breach by
Tenant  of any of the covenants or provisions hereof, Owner shall have the right
of injunction and the right to invoke any remedy allowed at law or in equity, as
if  re-entry,  summary  proceedings  and other remedies were not herein provided
for,  Mention  in  this lease of any particular remedy, shall not preclude Owner
from  any  other remedy, in law or in equity. Tenant hereby expressly waives any
and  all  rights of redemption granted by or under any present or future laws in
the  event  of  Tenanting evicted or dispossessed for any cause, or in the event
,of  Owner  obtaining possession of demised premises, by reason of the violation
by  Tenant  of  any of the covenants and conditions of this lease, or otherwise.



Fees  and          19.  If Tenant shall default in the observance or performance
of
Expenses:          any  term  or  covenant  on  Tenant's  part to be observed or
performed
under  or  by  virtue  of  any  of  the  terms  or  provisions  in  any
article  of  this  lease,  after  notice  if required and upon expiration of any
applicable  grace period if any, (except in an emergency),then, unless otherwise
provided  elsewhere  in  this  lease,  Owner  may  immediately  or  at  any time
thereafter  and  without  notice perform the obligation of Tenant thereunder. If
Owner, in connection with the foregoing or connection with any default by Tenant
in  the  covenant  to  pay  rent hereunder, makes any expenditures or incurs any
obligations  for  the  payment of money, including but not limited to reasonable
attorneys'  fees,  in  instituting,  prosecuting  or  defending  any  action  or
proceeding,  and  prevails  to  any  such  action or proceeding then Tenant will
reimburse  owner for such sums so paid or obligations incurred wide interest ate
casts.  The  foregoing  expenses incurred by reason of Tenant's default shall be
deemed  to  be  additional  rent  hereunder and shall be paid by Tenant to Owner
within  ten  (10) days of rendition of any bill or statement to Tenant therefor.
If  Tenant  a  lease  term  shall  have  expired  at  the time of making of such
expenditures or incurring of such obligations, such sums shall be recoverable by
Owner,  as  damages.


Building          20.  Owner  shall  have  the  right  at  any  time
Alterations          without  the  same  constituting  an  eviction  and  with
and               the  incurring  liability  to  Tenant  therefor  to  change
Management:          Management  arrangement  or  location  of public entrances,
passageways,
doors,  doorways,  corridors,  elevators,  stairs,  toilets  or  other  public
parts of the building and to change the name, number or designation by which the
building  may  be known. There shall be no allowance to Tenant for diminution of
rental  value  and no liability on the part of Owner by reason of inconvenience,
annoyance  or  injury to business arising from owner or other Tenants making any
repairs  in  the  building  or any such alterations, additions and improvements.
Furthermore,  Tenant shall not have any claim against Owner by reason of Owner's
imposition  of such controls of the manner of access to the building by Tenant's
social  or business visitors as the Owner may deem necessary for the security of
the  building  and  its  occupants.







<PAGE>
No  Repre-          21.  Neither  Owner  nor  Owner's  agents  have  made  any
representations
sentations          or  promises  with  respect to the physical condition of the
building,
by  Owner:          the  land  upon which it is erected or the demised premises,
the  rents,  leases,  expenses  of  operation  or  any
other  matter  or  thing  affecting  or related to the premises except as herein
expressly  set forth and rights, easements or licenses are acquired by Tenant by
expressly  set  or  otherwise except as expressly set forth in the provisions of
this  lease.  Tenant  has
inspected  the  building  and  the demised premises and is thoroughly acquainted
with  their  condition and agrees to take the same "as is" and acknowledges that
the  taking  of possession of the demised premises by Tenant shall be conclusive
evidence  that  the said premises and the building of which the same form a part
were  in  good  and  satisfactory  condition  at the time such possession was so
taken,  except  as  to  latent  defects.  All
understandings  and  agreements  heretofore  made between the parties hereto are
merged  in  this  contract,  which  alone  fully  and  completely  expresses the
agreement  between  Owner  and Tenant and any executory agreement hereafter made
shall be ineffective to change, modify, discharge or effect an abandonment of it
is whole or in part, unless such executory agreement is in writing and signed by
the  against  whom  enforcement  of  the  change,  modification,  discharge or a
abandonment  is  sought.


End  of          22.  Upon  the  expiration  or  other  termination  of  the
Term:          term  of  this  lease,  Tenant  shall  quit  and  surrender  to
Owner  the  demised  premises,  broom  clean,  in  good  order  and  condition,
ordinary  wear  and  damages  which Tenant is not required to repair as provided
elsewhere  la  this  lease  excepted,  and Tenant shall remove all its property.
Tenant's  obligation  to  observe  or  perform  this  covenant shall survive the
expiration or other termination of is lease. If the last day of the term of this
Lease or any renewal thereof, falls on Sunday this lease shall expire at noon on
the  preceding  Saturday  unless  it  be  a legal holiday in which case it shall
expire  at  noon  on  the  preceding  business  day.


Quiet               23.  Owner covenants and agrees with Tenant that upon Tenant
Enjoyment.          paying  the  rent  and  additional  rent  and  observing and
performing
all  the  terms  observing  and  performing  all  the  terms  covenants  and
conditions,  on  Tenant's part to be observed and performed tenant may peaceably
and  quietly  ahoy  the  premises  hereby demised, subject, nevertheless, to the
terms  and  conditions  of  this lease including, but not limited to, Article 31
hereof  and to the ground leases, underlying leases and mortgages here in before
mentioned.


Failure          24.  If  Owner  is  unable  to  give  possession of the demised
premises
to  Give          on  the  date  of  the  commencement  of  the  term  hereof,
Possession:     because  of  the  holding-over  or  retention  of  possession

<PAGE>
     of  any  tenant,  undertenant  or  occupants or if the demised premises are
located  in  a  building  being  constructed, because such building has not been
sufficiently  completed  to  make the premises ready for occupancy or because of
the  fact that a certificate of occupancy has not been procured or for any other
reason,  Owner  shall  not  be  subject  to  any  liability  for failure to give
possession  on  said  date  and  the validity of the lease shall not be impaired
under  such circumstances, nor shall the same be construed in any wise to extend
the term of this lease, but the rent payable hereunder shall be abated (provided
Tenant is not responsible for Owner's inability to obtain possession or complete
construction)  until after Owner shall have given Tenant written notice that the
Owner is able to deliver possession in condition this lease(*6) If permission is
given to Tenant to enter into possession of the demised premises prior to occupy
premises  other  than  the  demised  premises prior to the date specified as the
commencement  of  the  term of this lease. Tenant covenants and agrees that such
possession  and/or  occupancy  shall be deemed to be under the terms, covenants,
conditions  and of this lease except the obligation to pay the fixed annual rent
set  forth  In  the  preamble  to this lease. The provisions of this article are
intended  to  constitute  "an  express  provision  to  the contrary " within the
meaning  of  Section  223-a  of  the  New  York  Real  Property  Law,


No  Waiver:          25.  The failure of Owner to seek redress for violation of,
or  to  insist  upon  the  strict  performance  of  any covenant or condition of
this lease or of any of the Rules or Regulations, set forth or hereafter adopted
by  Owner,  shall  not  prevent  a  subsequent  act  which would have originally
constituted  a  violation  from  having  all the force and effect of an original
violation. The receipt by Owner of runt and/or additional rent with knowledge of
the  breach  of  any  covenant  of  thin  lease
shall not be deemed a waiver of such breach and no provision of this lease shall
be  deemed  to have been waived by Owner unless such waiver be in writing signed
by  Owner.  No payment by Tenant or receipt by Owner of a lesser amount than the
monthly  rent  herein  stipulated shall be deemed to be other than on account of
the  earliest  stipulated  rent,  nor  shall  any
endorsement  or  statement  of any check or any letter accompanying any check or
payment  as rent be deemed an accord and satisfaction, and Owner may accept such
check  or  payment  without prejudice to Owner's right to recover the balance of
such  rent  or  pursue  any other remedy in this lease provided. No act or thing
done  by  Owner or Owner's agents during the term hereby demised shall be deemed
an  acceptance  of a surrender of said premises, and no agreement to accept such
surrender shall be valid unless in writing signed by Owner. No employee of Owner
or  Owner's agent shall have any power to accept the keys of said premises prior
to  the  termination  of the lease and the delivery of keys to any such agent or
employee  shall  not operate as a termination of the lease or a surrender of the
premises.


Waiver  of          26.  It  is  mutually  agreed  by  and  between  Owner  and
Trial  by  Jury:     Tenant  that  the  respective  parties  hereto  shall  and
they  hereby  do  waive  trial  by  jury  in  any  action
proceeding  or  counterclaim brought by either of the parties hereto against the
other
(except  for  personal  injury  or  property  damage)  on any matters whatsoever
arising  out  of  or  in  any way connected with this lease, the relationship of
Owner  and  Tenant,  Tenant's  use  of  or  occupancy  of said premises, and any
emergency statutory or any other statutory remedy. It is further mutually agreed
that  in  the  event  Owner  commences  any  proceeding or action for possession
including  a  summary proceeding for possession of the premises, Tenant will not
interpose  any  counterclaim  of  whatever  nature  or  description  in any such
proceeding  including  a  counterclaim  under  Article  4  except  for statutory
mandatory  counterclaims.

Inability  to     27.  This  Lease  and  the  obligation  of  Tenant to pay rent
hereunder
Perform:          and  perform  all  of  the  other  covenants  and  agreements
hereunder  on  part  of          Tenant  to  be  performed  shall  in no wise be
affected,  impaired  or  excused
because Owner is unable to fulfill any of its obligations under this lease or to
supply  or  is  delayed  in  supplying  any service expressly or impliedly to be
supplied  or  is  unable  make,  or  is delayed in making any repair, additions,
alterations  or  decorations  or  is  unable  to
supply or is delayed in supplying any equipment, fixtures, or other materials if
Owner is prevents or delayed from so doing by reason of strike or labor troubles
or  any cause whatsoever including, but not limited to, government preemption or
restrictions  or  by
reason of any rule, order or regulation of any department or subdivision thereof
of  any  government agency or by reason of the conditions which have been or are
affected,  either  directly  or  indirectly,  by  war  or  other  emergency.






<PAGE>

Bills  and          28.  Except  as  otherwise  in  this lease provided, a bill,
Notices;          statement,  notice or communication which Owner     may desire
or  be
required  to  give  to  Tenant,  shall  be  deemed  sufficiently  given  or
rendered  if, in writing, delivered to Tenant , personally or sent by registered
or  certified  mail  addressed  to  Tenant  at  the

________________________________
Rider  to  be  added  if  necessary.


building  of  which  the  demised  premises  form  a  part  or at the last known
residence  address or business address of Tenant or left at any of the aforesaid
premises  addressed  to  Tenant,  and  the  time  of  the rendition such bill or
statement  and  of the giving of such notice or communication shall be deemed to
be  the  time  when  the  same  is  delivered to Tenant, mailed, or left, at the
premises  as  herein  provided.  Any notice by Tenant to Owner must be served by
registered or certified mail addressed to Owner at the address first hereinabove
given  or  at  such  other  address  as Owner shall designate by written notice.

Services          29.  As  long  as  Tenant  is  not in default under any of the
covenants  of  this
Provided by          lease beyond the applicable a grace Period provided in this
Owners:          lease  for  the  curing  of  such faults, Owner, shall provide:
(a)  necessary  elevator  facilities  on  business  days  from  8 a.m. to 6 p.m.
and  have  one  elevator  subject  to  call  at all other times; (b) heat to the
demised  premises when and as required by law, on business days from 8 a.m. to 6
P.M.;  (c)water  for  ordinary lavatory purposes, but if Tenant uses or consumes
water  for  any  other  purpose purposes or in unusual quantities (of which fact
Owner shall be the sole judge),Owner may install water meter at Tenant's expense
which  Tenant  thereafter maintain at Tenant's expense in good working order and
repair  to  register  such  water  consumption  and  Tenant  shall pay for water
consumed  as  shown  on  said  meter  as  additional  rent as and when bills are
rendered;  (d)  cleaning  service  for the demised premises on business, days at
Owner's expense provided that the same are kept in order by Tenant. If, however,
said  premises  an  to  be  kept  clean by Tenant, it shall be done; at Tenant's
sole-expense, in a manner reasonably satisfactory to Owner and no one other than
persons  approved  by  Owner  shall  be  permitted to enter said premises or the
building  of  which they are a part for such purpose. Tenant shall pay Owner the
cost  of removal of any of Tenant's refuse and rubbish from the building;  ; (e)
if  the  demised  premises are serviced by Owner's air conditioning  cooling and
ventilating  system,  air  conditioning/cooling will be furnished to tenant from
May  15th  through  September  30th  on  business days (Mondays through Fridays,
holidays  excepted)  from  8:00  a.m.  to  6.00  p.m.,  and  ventilation will be
furnished  on  business  days  during  the  aforesaid  hours  except  when  air
conditioning/cooling  is  being  furnished  as aforesaid. If Tenant requires air
conditioning/cooling  or  ventilation  for  more extended hours or on Saturdays,
Sundays  or  on  holidays,  as  defined  under  Owner's  contract with Operating
Engineers  Local  94-94A,  Owner  will  furnish  the  same  at Tenant's expense.


___________RIDER  to  be  added  in  respect  to  rates  and conditions for such
additional  service;  (f)  Owner  reserves  the  right  to stop, services of the
heating,  elevators,  plumbing,  air-conditioning,  electric,  power  systems or
cleaning  or other services, if any, when necessary by reason of accident or for
repairs, alterations, replacements or improvements necessary or desirable in the
judgment  of  Owner for as long as may be reasonably required by reason thereof.
If  the  building  of  which  the  demised premises are a part supplies manually
operated  elevator  service  Owner  at any time may substitute automatic control
elevator  service  and  proceed  diligently  with alterations necessary therefor
without  in any wise affecting this lease or the obligation of Tenant hereunder.



<PAGE>
Captions:          30. The Captions are inserted only as a matter of convenience
and  for  reference  and  in  no way define, limit or describe the scope of this
lease
nor  the  intent  of  any  provisions  thereof.


Definitions:     31.  The  term  "office",  or  "offices", wherever used in this
lease,  shall  not  be  construed  to  mean  premises  used  as  a  store  or
stores,  for the sale or display, at any time, of goods wares or merchandise, of
any  kind,  or  as  a  restaurant, shop, booth, bootblack or other stand, barber
shop, or for other similar purposes or for manufacturing. The term "Owner" means
a  landlord  or  lessor,  and as used in this lease means only the owner, or the
mortgagee  in  possession,  for  the time being of the land and building (or the
owner  of  a  lease  of  the  building  of  the  land  and  building)
of  which  the demised premises form a part, so that in the event of any sale or
sales  of said land and building or of said lease, or in the event of a lease of
said building or of the land and building, the said Owner shall be and hereby is
entirely freed and relieved of all covenants and obligations of Owner hereunder,
and  it  shall  be  deemed  and  construed without further agreement between the
parties  or  their  successors  in  interest,  or  between  the  parties and the
purchaser  at  any such sale, or the said lessee of the building, or of the land
and  building,  that the purchaser or the lessee of the building has assumed and
agreed  to  carry  out any and all covenants and obligations of Owner, hereunder
The  words  re-enter  and "re-entry" as used in this lease are not restricted to
their  technical  legal  meaning. The term "business days" as used in this lease
shall  exclude  Saturdays,  Sundays  and  all  days  as observed by the State or
Federal  Government  as  legal  holidays and those designated as holidays by the
applicable  building  service  union  employees  service  contract  or  by  the
applicable  Operating  Engineers contract with respect to HVAC service. Wherever
it  is  expressly  provided in this lease that consent shall not be unreasonably
withheld,  such  consent  shall  not  be  unreasonably  delayed.

Adjacent          32.  If an excavation shall be trade upon land adjacent to the
Excavation-          demised  premises or shall be authorized to be made, Tenant
shall
Shoring:          afford  to  the  person  causing  or  authorized to cause such
excavation,
          license  to  enter  upon the demised premises for the purpose of doing
such
work as said person shall deem necessary to preserve the wall or the building of
which demised premises form a part from injury or damage and to support the same
by  proper foundations without any claim for damages or indemnity against Owner,
or  diminution  or  abatement  of  rent.



Rules  and          33.  Tenant  and  Tenant's  servants,  employees,  agents,
visitors,
Regulations:     and  licensees  shall  observe  faithfully  and comply strictly
with,  the  Rules  and  Regulations  and  such  other  and  further  reasonable
Rules  and  Regulations  as Owner or Owner's agents may from time to time adopt.
Notice  of  any additional rules or regulations shall be given in such manner as
Owner  may  elect.  In case Tenant disputes the reasonableness of any additional
Rule  or  Regulation  hereafter  made  or  adopted  owner or Owner's agents, the
parties  hereto  agree  to  submit the question on of the reasonableness of such
Rule  or  Regulation  for  decision  to  the  New  York  office  of the American
Arbitration  Association, whose determination shall be final and conclusive upon
the  parties  hereto.  The right to dispute the reasonableness of any additional
Rule  or  Regulation  upon  Tenants  part shall be deemed waived unless the same
shall  be  asserted by service of a notice, in writing upon Owner within fifteen
(15)  days  after  the giving of notice thereof. Nothing in this lease contained
shall  be  construed  to impose upon Owner any duty or obligation to enforce the
Rules  and  regulations or terms, covenants or conditions in any other lease, as
against  any  other tenant and Owner shall not be liable to Tenant for violation
of  the  same  by any other tenant, its servants, employees, agents, visitors or
licensees.



<PAGE>

Security          34.Tenant  deposited  $55,776.00  with  Owner  the  sum  of as
security  for  the
faithful  performances  and  observance  by  Tenant  of  the  forms,  provisions
and  conditions of this lease; it is agreed that to the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but  not  limited  to,  the  payment of rent and additional rent, Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required  for the payment of any rent and additional tent or any other sum as to
which  Tenant  is  in  default  or  for any sum which Owner may expend or may be
required to expend by reason of Tenant's default in respect of say of the terms,
covenants  and  conditions  of  this  lease,  including but not limited to, arty
damages  or  deficiency in the re-letting of the premises, whether, such damages
of deficiency accrued before or after proceedings or other re-entry by Owner. In
the  event  that Tenant shall fully and faithfully comply with all of the terms,
provisions,  covenants  and  conditions  of  this  lease , the security shall be
returned  to  Tenant  after  the  date  fixed  as the and of the Lease and after
delivery  of entire possession of the demised promises to Owner. In the event of
a  sale  of  the  land  and building, of which the demised premises form a part,
Owner  shall have the right to transfer the security to the vendee or lessee and
Owner shall thereupon be released by Tenant from all liability for the return of
said  security; and Tenant agrees to look to the new Owner solely for the return
of  said  security,  and  it is agreed that the provisions hereof shall apply to
every  transfer  or  assignment  made  of  the  security to a new Owner . Tenant
further  covenants  that  It  will not assign or encumber or attempt to assignor
encumber  the monies deposited herein as security and that neither Owner nor its
successors  or  assigns  shall  be  bound  by  any such assignment, encumbrance,
attempted  assignment  or  attempted,  encumbrance.


Estoppel          35.  Tenant,  at  any  time,  and  from  time  to  time,  upon
Certificate:     at  least  10  days'  prior  notice  by  Owner,  shall execute,
acknowledged
and  deliver  to  Owner;  and/or  to  any  other  person,  firm  or  corporation
specified  by Owner, a statement certifying that this Lease is unmodified and in
full force and effect (or, if there have been modifications, that the same is in
full  force  and  effect as modified and stating the modifications), stating the
dates  to which the rent have been paid, and stating whether or not there exists
any default by Owner under this Lease, and, if so ,specifying each such default.


Successors          36.  The  covenants,  conditions  and  agreements  contained
and  Assigns:     is  this  lease  shall  bind  and  inure  to  the  benefit
of  Owner  sad  Tenant  and  their  respective  heirs,  distributees,
executors,  administrators,  successors  except  as  otherwise  provided in this
lease,  their  assigns. Tenant shall look only to Owner's estate and interest in
the  lead  sad  building,  for  the  satisfaction  of  Tenant's remedies for the
collection  of a judgment (or other judicial process) against Owner in the event
of  nay  default  by  Owner  hereunder,  and  no  other
property  or  assets of such Owner ( or any partner, member, officer or director
thereof, disclosed or undisclosed), shall be subject to levy, execution or other
enforcement  procedure  for  the satisfaction of Tenant's remedies under or with
respect  to  this  lease,  the  relationship  of  Owner and Tenant hereunder, or
Tenant's  use  and  occupancy  of  the  demised  premises.



Space  to  be  filled  In  or  deleted.

Landlord  will  except  on  letter  of  credit  of  cash




<PAGE>







IN  WITNESS  WHEREOF,  Owner and Tenant have respectively signed and sealed this
lease  as  of  the  day  and  year  first  above  written.



Witness  for  Owner:                         DAH  CHONG  HONG  TRADING CORPORATE


                                             /s/  Barney  Ghaw
                                             Barney  Ghaw


                                             2THEMART.COM,  INC.
Witness  for  Tenant:

                                             /s/  Steven  Rebeil
                                             for  2TheMart.com,  Inc.
<PAGE>

ACKNOWLEDGEMENTS



CORPORATE  OWNER  .                              CORPORATE  TENANT
STATE  OF  NEW  YORK,       ss.:_______          STATE  OF  NEW  YORK,.
ss:________
County  of     ____________________               County of     ________________

On  this ____day of ____     , 19 _____     ,          On this _____day of ____,
19  ___,
before  me  personally  came  ________     ,          before me personally came,
to  me  known, who being by me duly sworn,          to me known, who being by me
duly  sworn;
did  depose  and  say  that                         did  depose  and  say  that
he  resides  in     _______________________          he  resides  in
_____________________
that  he  is the ____________ of __________          that he is the ____________
of  ________
the corporation described in and which          the corporation described in and
which
executed  the  foregoing                         executed  the  foregoing
instrument,  as OWNER; that he knows the          instrument, as Tenant; that he
knows
seal  of  said  corporation;                    the  seal  of  said corporation;
the  seal  affixed  to  said  instrument  is          the  seal  affixed to said
instrument  is
such  corporate  seal;                         such  corporate seal; that it was
so  affixed  by  order  of the Board of Directors     so affixed by order of the
Board  of
of  said  corporation, and that               Directors of said corporation, and
that
he signed his name thereto by like order.     he signed his name thereto by like
order.





INDIVIDUAL  OWNER                              INDIVIDUAL  TENANT
STATE  OF  NEW  YORK,    ss.:  __________          STATE  OF  NEW  YORK,    ss.:
County  of   _______________                    County  of   _______________

On  this  __________  day  of  ______,  19_____,     On  this  __________ day of
_________,  19_____,
before  me  personally  came________________          before  me  personally
came____________
to  be  known and known to me to be               to be known and known to me to
be  the
the  individual                              individual
described  in  and  who, as OWNER,               described in and who, as OWNER,
executed
executed  the  foregoing  instrument               the  foregoing  instrument
and  acknowledged  to  me  that  ____________he     and  acknowledged  to  me
that__________  he
executed  the  same.                         executed  the  same.


<PAGE>

                              RIDER
                   To  Printed  Form  of  Lease
                                       Between
          DAH  CHONG  HONG  TRADING  CORP.,  as  Landlord,
                      And  2THEMART.COM,  INC.,  as  Tenant

*1.  which  consent  shall  not  be  unreasonably  withhold
*2.  which  approval  shall  not  be  unreasonably  withhold
*3.  which  consent  shall  not  be  unreasonably  withhold
*4.  twenty  (20)
*5.  after  Tenant's  opportunity  to  cure  said  default  has  expired
*6.  if  Owner  can  not  deliver  the Premises to the Tenant to take possession
within  45 days of the commencement of the term of this lease, Tenant may of its
option  terminate  this  lease  and all deposits shall be returned to the tenant
unless  the  delay  is  caused  by  the  tenant.

<PAGE>


                   STANDARD  RIDER  ANNEXED  TO
                       AGREEMENT  OF  LEASE  BETWEEN
            DAH  CHONG  HONG  TRADING  CORPORATION,
              AS  LANDLORD,  AND  2THEMART.COM,  INC.,
                          AS  TENANT


LATE  PAYMENT  CHARGE:

37.     A.  If Tenant fails to pay any Fixed Rent or Additional Rent within five
(5)  business
days  after the date the same is due, Tenant shall pay a late charge of $.05 for
each $1.00 which thereafter remains unpaid to compensate Landlord for additional
expenses  incurred  by Landlord in processing such late payment and such payment
shall  be  deemed  to  be  Additional  Rent  due  upon  demand  by the Landlord.

     B. If Tenant fails to pay when due any installment or payment of Fixed Rent
or Additional Rent for ten (10) business days after the date on which it is due,
Tenant  shall  pay  Interest  thereon  at  a rate ("Interest Rate") equal to the
lesser  of  15%  per  annum  or the maximum legal rate from the due date of such
installment  or  payment to the date of payment thereof, and such interest shall
be  deemed  to  be  Additional  Rent  due  upon  demand  by  the  Landlord

FIXED  RENT;  RENT  RESTRICTIONS;  CPI  ESCALATION:

38.     A. The Fixed Rent (exclusive of any portion thereof payable for electric
current as provided in Article 49), shall be $95,616 per annum payable $7,968.00
per  month.

     a.  The  Fixed  Rent and Additional Rent is due and payable, in advance, on
the  first  day  of each month. If the Rent Commencement Date shall not occur on
the  first day of a calendar month, the Fixed Rent for such calendar month shall
be  prorated  on  a  per diem basis, and Landlord shall credit the excess amount
paid  on  the  execution  of this Lease toward the payment of Fixed Rent for the
next  succeeding  calendar  month

     B.  If  the  Fixed  Rent  or  any  Additional  Rent  shall  be  or  become
uncollectible by virtue of any law or governmental order, Tenant shall take such
action (without additional expense to Tenant) as Landlord may request, as may be
legally  permissible,  to  permit Landlord to collect the maximum Fixed Rent and
Additional  Rent  which  may,  from  time to time during the continuance of such
legal rent restriction, be legally permissible, but not in excess of the amounts
of  Fixed Rent or Additional Rent payable under this lease. Upon the termination
of  such legal rent restriction prior to the Expiration Date, (a) the Fixed Rent
and  Additional  Rent,  after  such termination, shall become payable under this
lease  in  the  amount  of  the Fixed Rent and Additional Rent set forth in this
lease  for  the  period  following such termination, and (b) Tenant shall pay to
Landlord,  if  legally  permissible,  an  amount equal to (i) the Fixed Rent and
Additional  Rent which would have been paid pursuant to this lease, but for such
rent restriction, less (ii) the Fixed Rent and Additional Rent paid by Tenant to
Landlord  during  the  period  that  such  rent  restriction  was  in  effect.

     C.  The  Fixed Rent shall be increased as of the first day of each calendar
year  of  the Term to be equal to the product obtained by multiplying the annual
Fixed Rent then in effect by a fraction, the numerator of which is the CPI Index
(hereinafter defined) for December of the preceding year (the "Then Ended Year")
and  the denominator of which is the CPI Index for December of the calendar year
preceding  the  Then  Ended  Year.

     (a)  As  used  herein,  the  term "CPI Index" shall mean the Consumer Price
Index  for  all  Urban Consumers for New York-Northeastern New Jersey, All Items
(1982-84  =  100)  as  published by the Bureau of Labor Statistics of the United
States  Department  of  Labor  or  any  successor  thereto.

     (b)     In  the event that the CPI Index (or successor or substitute index)
is  not  available,  the  next most comparable governmental publication shall be
used  as  the  index.

     (c)      In  no  event shall any provision of this Article 38C dealing with
adjustments  to  the  annual  Fixed Rent be construed so as to reduce the annual
Fixed  Rent  below  the  annual Fixed Rent payable for the prior payment period.


<PAGE>
     (d)     Landlord  shall cause a statement of any increase in the Fixed Rent
provided  for  in  this  Article  38C  to be prepared and delivered to Tenant in
January  of  each year. Any delay or failure of Landlord in computing or billing
for  the  additional  Fixed  Rent  here in above provided shall not constitute a
waiver  or  in  any  way  impair  the continued obligation of Tenant to pay such
increased Fixed Rent. Upon receipt of such statement from Landlord, Tenant shall
pay  to  Landlord  an amount equal to the difference between the Fixed Rent then
being paid by Tenant and the Fixed Rent set forth in such statement as increased
pursuant  to this Article 38C. After receipt of such statement, Tenant shall pay
to  Landlord the Fixed Rent in accordance with such statement until receipt of a
new  statement


(e)     Tenant shall pay any increase in Fixed Rent pursuant to this Article 38C
as  of
January  1,  2001,  and  as  of  the first day of each calendar year of the Term
thereafter.

ADDITIONAL  CLEANING:

39.     A.     Tenant  shall  pay  to  Landlord on demand Landlord's charges for
cleaning  work
in the Premises or the Building required because of (i) misuse or neglect on the
part  Tenant  or  its  agents,  employees,  contractors,  subcontractors  or
visitors,(ii)  use  of  portions  of  the  Premises for preparation, serving, or
consumption  of  food  or  beverages,  data  processing  or computer operations,
private  lavatories  or  toilets,  or  other
special  purposes  requiring greater or more difficult cleaning work than office
areas,
(iii)  interior glass surfaces, (iv) non building standard materials or finishes
installed by Tenant or at its request and (v) increases in frequency or scope in
any  of the items set forth on Exhibit C as shall have been requested by Tenant.


     B.  If  Tenant  is permitted hereunder to and does have a separate area for
the  storage,  preparation,  service  or consumption of food or beverages in the
Premises Tenant, at Tenant's expense, shall cause all portions of the remises so
used  to  be  cleaned  daily  in  a  manner  satisfactory to Landlord, and to be
exterminated against infestation by vermin, roaches or rodents regularly and, in
addition,  whenever  there  shall  be  evidence  of  any  infestation.

     C. The cleaning services required to be furnished by Landlord hereunder may
be  furnished  by  a  contractor  or contractors employed by Landlord and Tenant
agrees  that  Landlord  shall  not  be  deemed in default of any of its cleaning
obligations  hereunder  unless  such  default shall continue for an unreasonable
period  of  time after notice from Tenant to Landlord setting forth the specific
nature  of  such  default.

DESIGNATED  SUPPLIERS:

40.     Only  Landlord,  or  any  one  or  more  persons,  firms or corporations
authorized in writing by Landlord, which authorization shall not be unreasonable
withheld  shall  be  permitted  to
(i)  furnish  laundry,  linen,  towels,  bootblacking,  barbering,  plant  care,
drinking  water,  ice  and  other  similar  supplies and services to tenants and
occupants of the Building and (ii) act as maintenance contractor for any waxing,
polishing,  lamp  replacement,  cleaning  and  maintenance work in the Premises.
Landlord may fix, in its absolute discretion, at any time and from time to time,
the  hours  during  which  and  the  regulations  under  which such supplies and
services are to be furnished. Landlord expressly reserves the right to act as or
to  designate,  at any time and from time to time, a n exclusive supplier of all
or  any  one  or  more  of such supplies and services, provided that the quality
thereof  and  the  charges  therefor  are reasonably comparable to that of other
suppliers  or  contractors, and Landlord expressly reserves the right to exclude
from  the  Building any person, firm or corporation attempting to furnish any of
such supplies or services, but not so designated by Landlord. Landlord expressly
reserves  the right to exclude from the Building any person, firm or corporation
attempting  to  deliver or purvey any food or beverages, provided, however, that
Tenant  or  regular  office  employees  of  Tenant  who  are not employed by any
supplier of such food or beverages or by any person, firm or corporation engaged
in the business or purveying such food or beverages, may bring food or beverages
into the Building for consumption within the Premises by Tenant or the employees
of  Tenant, but not for resale to or for consumption by any other tenant, or the
employees  or  guests  of  any  other  tenant.  Landlord may fix in its absolute
discretion,  at  any time and from time to time, the hours during which, and the
regulations  under  which food and beverages may be brought into the Building by
Tenant  or  its  employees. However, Tenant and its regular office employees may
personally  bring food or beverages into the Building for consumption within the
Premises  solely  by  Tenant,  its regular office employees and invitees. In all
events,  all  food  and  beverages  shall  be  carried m closed containers. Only
Landlord  or  any  one  or  more  persons,  firms or corporations, authorized in
writing by Landlord shall be permitted to act as contractor or subcontractor for
any  work  to  be  performed  in  accordance with this lease. Landlord expressly
reserves the right to act as or to designate, at any time and from time to time,
an  exclusive construction contractor, and Landlord expressly reserves the right
to  exclude  from the Building any person, firm or corporation attempting to act
as construction contractor in violation hereof. In the event Tenant shall employ
any contractor, such contractor and any subcontractor shall agree to employ only
such  materials  and such labor as will not result in labor disputes, strikes or
jurisdictional  disputes  with other contractors, mechanics, or laborers engaged
by  Tenant, Landlord or others. Tenant, upon demand of Landlord, shall cause all
materials, contractors, mechanics or laborers causing such difficulty, strike or
dispute to leave or be removed from the Building immediately. Tenant will inform
Landlord  in  writing  of  the  names  of any contractor or subcontractor Tenant
proposes to use in the Premises at least ten (10) days prior to the beginning of
work  by  such  contractor  or  subcontractor.


<PAGE>
BROKERAGE:

41.     Tenant represents that in the negotiation of this lease it dealt with no
broker  or  brokers other than Newmark & Company Real Estate, Inc. And Cushman &
Wakefield,  Inc.  Tenant  hereby  agrees to indemnify and hold Landlord harmless
from  and  against  any  and  all claims, liabilities, suits, costs and expenses
including  reasonable  attorneys'  fees  and  disbursements  arising  out of any
inaccuracy  or  alleged  inaccuracy  of the above representation. Landlord shall
have  no  liability  for  any brokerage commissions arising out of a sublease or
assignment  by  Tenant.  The  provisions  of  this  Article  shall  survive  the
expiration  or  sooner  termination  of  this  lease.

ESTOPPEL  CERTIFICATE:

42.     Tenant  shall  at  any time and from time to time upon not less than ten
(10)  days'  prior  notice  from  Landlord,  execute, acknowledge and deliver to
Landlord  a  statement  in  writing  setting  forth  the  Commencement Date, the
Expiration  Date  and  the  Fixed  Rent  and  certifying  (i)that  this lease is
unmodified  and in full force and effect (or if there has been any modification,
that  the  same  is  in  full  force  and  effect  as  modified  and stating the
modification),  (ii)  the dates to which the Fixed Rent and Additional Rent have
been  paid  in advance, if any, (iii) whether or not to the knowledge of Tenant,
Landlord is in default in performance of any of its obligations under this lease
and,  if  so,  specifying  each such default of which Tenant may have knowledge,
(iv)  whether Tenant has accepted possession of the Premises, (v) whether Tenant
has  made  any  claim  against  Landlord under this lease and, if so, the nature
thereof  and  the dollar amount, if any, of such claim, (vi) whether there exist
any  offsets  or  defenses against enforcement of any of the terms of this lease
upon  the  part  of Tenant to be performed, and, if so, specifying the same, and
(vii)  such  further  information  with respect to this lease or the Premises as
Landlord  may  reasonably  request,  it  being  intended that any such statement
delivered pursuant hereto shall be binding upon Tenant and may be relied upon by
Landlord  and  by  any  prospective  purchaser  of  the Real Property and/or the
Building or any part thereof or of the interest of Landlord in any part thereof,
by  any mortgagee or prospective mortgagee thereof, by any lessor or prospective
lessor  thereof,  by  any  lessee  or  prospective  lessee  thereof,  or  by any
prospective  assignee  of  any  mortgage  thereof.


NON-LIABILITY

43.     A.     Neither  Landlord  nor  Landlord's  agents,  officers, directors,
shareholders,
partners  or  principals (disclosed or undisclosed) shall be liable to Tenant or
Tenant's  agents,  employees,  contractors,  invitees  or licensees or any other
occupant  of  the Premises, and Tenant shall save Landlord, any mortgagee of the
Building  and/or the land on which the Building is located (the "Land"; the Land
and  the  Building,  collectively,  the  "Real  Property")  and their respective
agents,  employees, contractors, officers, directors, shareholders, partners and
principals  (disclosed  or undisclosed)harmless from any loss, costs, liability,
claim, damage, expense (including reasonable attorneys' fees and disbursements),
penalty or fine incurred in connection with or arising from any injury to Tenant
or  to any other person or for any damage to, or loss (by theft or otherwise)of,
any  Tenant's  property  or of the property of any other person, irrespective of
the cause of such injury damage or loss (including the acts or negligence of any
tenant  or  of  any  owners  or occupants of adjacent or neighboring property or
caused  by  operations  in  construction  of any private, public or quasi-public
work)  unless  due  to  the  negligence of Landlord or Landlord's agents without
contributory  negligence  on  the  part  of  Tenant,  its  employees,  agents,
contractors,  invitees or licensees, it being understood that no property, other
than  such  as  might  normally  be  brought  upon  or  kept  in the Premises as
incidental  to  the  reasonable  use  of  the  Premises  for the purposes herein
permitted  will be brought upon or be kept in the Premises; to the extent of the
limit  of  liability  of tenant insurance as outlined below paragraph 44 herein,
that even if due to any such negligence of Landlord or Landlord's agents, Tenant
waives, to the full extent permitted by law, any claim for consequential damages
in  connection therewith and Landlord and Landlord's agents shall not be liable,
to  the  extent  of  Tenant  s insurance coverage, for any loss or damage to any
person  or  property  even  if  due  to the negligence of Landlord or Landlord's
agents.  Any  Building employee to whom any property shall be entrusted by or on
behalf  of Tenant shall be deemed to be acting as Tenant's agent with respect to
such property and neither Landlord nor Landlord's agents shall be liable for any
loss  of  or  damage  to  any  such  property  by  theft  or  otherwise.

B.     Neither any (a) performance by Landlord, Tenant or others of any repairs,
alterations  or  improvements  in or to the Real Property, Building or Premises,
(b)  failure of Landlord or others to make any such repairs or improvements, (c)
damage  to  the Building, Premises or Tenant's property in the Premises, (d) any
injury to any persons, caused by other tenants or persons in the Building, or by
operations  in  the construction of any private, public or quasi-public work, or
by  any  other  cause,  (e)  latent  defect in the Building or Premises, nor (f)
inconvenience  or  annoyance  to Tenant or injury to or interruption of Tenant's
business  by  reason  of  any  of  the  events or occurrences referred to in the
foregoing subdivisions (a) through (f) shall impose any liability on Landlord or
Landlord's  agent  to  Tenant,  other  than such liability as may be required or
imposed  upon  Landlord  by  law  for Landlord's negligence or the negligence of
Landlord's  agents  m  the  operation  or maintenance of the Building or for the
breach  by  Landlord of any express covenant of this lease on Landlord's part to
be  performed  or  observed.  No representation, guaranty or warranty is made or
assurance  given  that  any  communications  or  security  systems,  devices  or
procedures  of  the  Building,  if  any,  will be effective to prevent injury to
Tenant or any other person or damage to, or loss (by theft or otherwise) of, any
of  Tenant's  property  or  of  the  property  of any other person, and Landlord
reserves  the  right to discontinue or modify at any time such communications or
security  systems  or  procedures  without  liability  to  Tenant.

<PAGE>

C.     Tenant  shall  pay  to  Landlord  as  Additional Rent, within ten (10days
following
rendition  by  Landlord to Tenant of bills or statements therefor, sums equal to
all reasonable losses, costs, liabilities, claims, damages, fines, penalties and
expenses  referred  to  in  the  indemnification  contained in Article 8 hereof.





D.     Notwithstanding  anything  to the contrary contained herein, Tenant shall
look  only
to  Landlord's  estate  in  the  Building  (or  the  proceeds  thereof)  for the
satisfaction  of  Tenant's  remedies  for the collection of a judgment (or other
judicial process) requiring the payment of money by Landlord in the event of any
default  by  Landlord  hereunder, and no other property or assets of Landlord or
its agents, directors, officers, shareholders, partners or principals (disclosed
or  undisclosed)  shall  be  subject  to  levy,  execution  or other enforcement
procedure  for  the  satisfaction  of Tenant's remedies under or with respect to
this  lease,  the  relationship of Landlord and Tenant hereunder or under law or
Tenant's  use or occupancy of the Premises or any other liability of Landlord to
Tenant.

     E.     The  provisions  of  this  Article  shall  survive the expiration or
sooner  termination  of  this  lease.


INSURANCE:

44.     Tenant,  at its expense, shall maintain at all times during the Term (a)
"all  risk"
property  insurance covering Tenant's property and improvements and betterment's
to  a  limit  of  not  less  than  the  full  replacement  cost  thereof and (b)
comprehensive  general liability insurance covering personal injury and property
damage, with such limits as may reasonably be requested by Landlord from time to
time, but not less than $2,000,000 in respect to bodily injury, or death arising
out  of  any  one  occurrence  and $1,000,000 for property damage. The policy or
policies  evidencing  such  insurance shall include Landlord and such parties as
Landlord  shall  designate  as  a  named  additional insured. The limits of such
insurance  shall  not limit the liability of Tenant. All policies required to be
maintained  pursuant  to  the  provisions  of  this  lease shall be issued by an
insurance  company  or  companies  having  a  Best's  rating  (or  any successor
publication  of  comparable  standing)  of  at  least A/XIV and authorized to do
business  in  the  State  of  New  York.  All policies required to be maintained
pursuant  to  the provisions of this lease shall have a written undertaking from
the  insurer to notify all insureds thereunder at least sixty (60) days prior to
cancellation  thereof. Upon the execution of this lease, Tenant shall deliver to
Landlord  and  any  additional  insureds  such  fully  paid  for  policies  or
certificates  of  insurance  evidencing  any  such policy. Tenant shall procure,
maintain  and place such insurance and pay all premiums and charges therefor and
upon  failure  to  do  so  Landlord may, but shall not be obligated to, procure,
maintain  and  place such insurance or make such payments, and in such event the
Tenant  agrees  to pay the amount thereof, plus interest at the rate of two (2%)
percent  above the rate announced from time to time by Citibank, N.A. (New York)
as  its base corporate lending rate, to Landlord on demand and said sum shall be
in  each  instance  collectible as Additional Rent on the first day of the month
following  the date of payment by Landlord. During such times as Tenant shall be
performing  any  alteration,  installation,  addition  or  improvement  to  the
Premises,  Tenant shall carry or cause to be carried (and shall provide Landlord
with  evidence thereof) (i) worker's compensation insurance covering all persons
employed  in  connection  with  such  alteration,  installation,  addition  or
improvement  in  statutory  limits,  (ii)  broad,  form  comprehensive  general
liability  insurance including a completed operations endorsement with limits of
liability  of  not  less than $2,000,000 combined single limit bodily injury and
property  damage,  (iii) builder's risk insurance, completed value non-reporting
form,  covering  all  physical  loss,  in  an  amount reasonably satisfactory to
Landlord,  (iv) an umbrella policy in amounts required by Landlord, and (v) such
other  insurance,  and in such amounts as Landlord deems reasonably necessary to
protect  Landlord's  interest  in  the  Premises  and  Building  from any act or
omission of Tenant's contractors and subcontractors. Tenant's failure to provide
and  keep  in force the aforementioned insurance shall be regarded as a material
default  hereunder  entitling  Landlord  to  exercise any or all of the remedies
provided  in  this  lease  in  the  event  of  Tenant's  default.


COMPLIANCE  WITH  LOCAL  LAW  No.5:

45.     Notwithstanding  anything  contained  to  the contrary elsewhere in this
lease, Tenant acknowledges with respect to any alterations made by Tenant within
the  demised  premises



<PAGE>
either  by Tenant, in accordance with other applicable provisions of this lease,
or  performed  by  Landlord  on  Tenant's  behalf  or  pursuant to a work letter
agreement  executed between the parties at the time of entering this lease, that
it will be Tenant's responsibility and obligation to comply with all fire safety
requirements  and  controls  imposed  by Local Law 5 of the City of New York, as
same  now  exists or may hereafter be amended, as well as with any and all other
laws,  rules  and  obligations  of  the  City of New York or of any governmental
agency  or  department  thereof  having jurisdiction with respect to the demised
premises.  The  performance  of  any of the foregoing Local Law 5 required work,
installations  and  alterations  shall be performed by Tenant in accordance with
the  subject  to  all  applicable  provisions  of  this lease (including but not
limited  to Articles 3 and 6 hereof) and of law. Landlord represents best to its
knowledge  that  the  premises  are currently in compliance with all Local Laws.


TRANSFER  AFTER  BANKRUPTCY:

46.     If  this  lease  is  assigned  to  any  person or entity pursuant to the
provisions  of  the
Bankruptcy  Code,  11  U.S.C.  101  et seq. (the "Bankruptcy Code"), any and all
consideration  payable  or  otherwise  to  be  delivered in connection with such
assignment  shall  be  paid  or  delivered  to Landlord, shall be and remain the
exclusive property of Landlord and shall not constitute property of Tenant or of
the  estate  of  Tenant  within  the meaning of the Bankruptcy Code. Any and all
monies  and  other  consideration  constituting  Landlord's  property  under the
preceding  sentence  not  paid  or  delivered  to  Landlord  shall  be
held in trust for the benefit of Landlord and be promptly paid to or turned over
to  Landlord.

     If  Tenant  assumes  this lease and proposes to assign the same pursuant to
the  provisions  of  the  Bankruptcy Code to any person or entity who shall have
made a bona fide offer to accept an assignment of this lease on terms acceptable
to  Tenant  then  notice of such proposed assignment, setting forth (i) the name
and  address of such person, (ii) all of the terms and conditions of such offer,
and (iii) the adequate assurance to be provided Landlord to assure such person's
future  performance  under  this  lease,  including,  without  limitation,  the
assurance  referred  to  to  Section  365(b)(3) of the Bankruptcy Code, shall be
given  to  Landlord  by  Tenant  no later than twenty (20) days after receipt by
Tenant  but  in  any  event  no  later than ten (10) days prior to the date that
Tenant shall make application to a court of competent jurisdiction for authority
and  approval  to  enter into such assignment and assumption, and Landlord shall
thereupon  have  the prior right and option, to be exercised by notice to Tenant
given  at  any  time prior to the effective date of such proposed assignment, to
accept  an  assignment  of this lease upon the same terms and conditions and for
the same consideration, if any, as the bona fide offer made by such person, less
any  brokerage  commissions  which may be payable out of the consideration to be
paid  by  such  person  for  the  assignment  of  this  lease.


MISCELLANEOUS  PROVISIONS:

47.     A.     If  any  of  the  provisions  of  this  lease, or the application
thereof  to  any  person
or  circumstance,  shall,  to  any  extent,  be  invalid  or  unenforceable, the
remainder  of  this lease, or the application of such provision or provisions to
persons or circumstances other than those as to whom or which it is held invalid
or  unenforceable,  shall  not  be affected thereby, and every provision of this
leas  shall  be  valid  and  enforceable to the fullest extent permitted by law.

B.     (a)  Tenant  hereby indemnifies and agrees to hold Landlord harmless from
and
against  any  loss,  cost,  liability,  claim, damage, fine, penalty and expense
(including reasonable attorneys' fees and disbursements) resulting from delay by
Tenant  in  surrendering  the  Premises  upon  the  termination of this lease as
provided  in  Article  22, including any claims made by any succeeding tenant or
prospective  tenant  founded  upon  such  delay.

(b)     In  the  event  Tenant  remains  in possession of the Premises after the
termination  of  this lease without the execution of a new lease, Tenant, at the
option  of  Landlord,  shall  be deemed to be occupying the Premises as a tenant
from  month-to-month,  at a monthly rental equal to two (2) times the Fixed Rent
and Additional Rent payable during the last month of the Term, subject to all of
the  other  terms  of  this  lease  insofar  as  the  same  are  applicable to a
month-to-month  tenancy.

     C.     The  persons  executing  this  lease  on  behalf  of  Tenant  hereby
represent  and warrant that they have been duly authorized to execute this lease
for  and  on  behalf  of  Tenant.

D.     Notwithstanding  the  provisions  of  Article  3, no approval of plans or
specifications  by  Landlord  or consent by Landlord allowing Tenant to make any
alterations,  installations,  additions  or  improvements in the Premises at any
time  during  the Term shall In any way be deemed to be an agreement by Landlord
that  the  contemplated  alterations,  installations,  additions or improvements
comply  with  any  legal  requirements  or  any certificate of occupancy for the
Building nor shall it be deemed to be a waiver by Landlord of such compliance by
Tenant or of any of the terms of this lease. Notice is hereby given that neither
Landlord,  Landlord's  agent,  nor any mortgagee of the Building shall be liable
for  any  labor or materials furnished or to be furnished to Tenant upon credit,
and  that no mechanic's or other lien for such labor or material shall attach to
or affect any estate or interest of Landlord or any such mortgagee in and to the
Premises  or  the  Building.  Tenant  shall  keep  records  of  all alterations,
installations,  additions  or  improvements costing in excess of $10,000 and the
cost  thereof,  and  within  fifteen  (15) days after demand by Landlord, Tenant
shall  furnish  to Landlord copies of such records if Landlord shall request the
same.

<PAGE>

E.     If  Tenant  is a partnership (or is comprised of two (2) or more persons,
individually,  or  as  joint  venturers or as copartners of a partnership) or if
Tenant's  interest  in  this lease shall be assigned to a partnership (or to two
(2)  or  more persons, individually, or as joint venturers or as copartners of a
partnership)  (any  such  partnership  and  such persons are referred to in this
Section  as  "Partnership Tenant"), the following provisions shall apply to such
Partnership  Tenant,  (a)  the  liability  of  each  of  the  parties comprising
Partnership  Tenant  shall  be  joint  and  several, and (b) each of the parties
comprising  Partnership  Tenant  hereby  consents in advance to and agrees to be
bound  by,  any modifications, termination, discharge or surrender of this lease
which  may  hereafter  be  made  and  by any notices, demands, requests or other
communications  which may hereafter be given, by Partnership Tenant or by any of
the  parties  comprising  Partnership  Tenant,  and  (c)any  bills,  statements,
notices,  demands,  requests  or  other  communications  given  or  rendered  to
Partnership  Tenant or to any of the parties comprising Partnership Tenant shall
be  deemed  given  or  rendered  to  Partnership Tenant or to any of the parties
comprising  Partnership  Tenant and shall be binding upon Partnership Tenant and
all  parties,  and (d) if Partnership Tenant shall admit new partners shall, all
such  new partners shall, by their admission to Partnership Tenant, be deemed to
have  assumed  performance of all of the terms, covenants and conditions of this
lease  on Tenant's part to be observed and performed and (e) Partnership Tenant,
shall  give  prompt notice to Landlord of the admission of any such new partners
and  upon  demand  of Landlord, shall cause each such new partner to execute and
deliver  to Landlord an agreement in form satisfactory to Landlord, wherein each
such  new  Partner  shall  assume performance of all of the terms, covenants and
conditions  of  this  lease  on Tenants's part to be observed and performed (but
neither  Landlord's failure to request any such agreement nor the failure of any
such new partner to execute or deliver any such agreement nor the failure of any
such  new  partner  to  execute  or deliver any such agreement to Landlord shall
vitiate  the  provisions  of  Subdivision  (d)  of  this  Section  E).

F.     All  exhibits  to this lease and any and all rider provisions attached to
this
lease are hereby incorporated into this lease. If any provision contained in any
rider  hereto  is inconsistent or In conflict with any printed provision of this
lease,  the  provision  contained  in  such  rider  shall supersede said printed
provision  and  shall  control.





G.     Wherever it is specifically provided in this lease that a party's consent
is  not
to be unreasonably withheld, a response to a request for such consent shall also
not  be  unreasonably  delayed.  If either Landlord or Tenant considers that the
other  has  unreasonably  withheld  or delayed a consent, it shall so notify the
other  party  within  ten  (10)  days  after  receipt of notice of denial of the
requested  consent  or,  in  case notice of denial is not received within twenty
(20)  days  after  making  its request for the consent. Tenant hereby waives any
claim  against Landlord which it may have based upon any assertion that Landlord
has  unreasonably  withheld or unreasonably delayed any such consent, and Tenant
agrees that its sole remedy shall be an action or proceeding to enforce any such
provision  or  for  specific performance, injunction or declaratory judgment. In
the event of such a determination, the requested consent shall be deemed to have
been  granted;  however,  Landlord  shall  have  no  liability to Tenant for its
refusal  or  failure  to  give  such  consent.  The  sole  remedy for Landlord's
unreasonably  withholding  or  delaying  of consent shall be as provided in this
Section.

H.     Subject  to  force  majeure,  Landlord's  performance  of  repairs  and
Landlord's  right
to  close  the  Buildin  to  comply with any legal requirements, Landlord hereby
agrees that Tenant shall have access to the remises 24 hours per day, seven days
per  week  except  for  certain  legal  holidays and such other days as shall be
designated  as  holidays by Landlord or the applicable operating engineers union
or  Building  service  employees union contract. Landlord shall notify Tenant of
such  holidays  on  an  annual  basis.

     I.     Tenant  will  furnish  to  Landlord:

(1)  Within  120  days  after  the  end  of  each  fiscal year of Tenant, annual
consolidated  financial  statements  (balance  sheets  and  profit  and  loss
statements)  of  Tenant,  in  comparative  form,  certified  by  an  independent
certified public accountant of recognized standing (selected by Tenant), if such
certified  statements  are  delivered  to  shareholders  or any other party, and
otherwise  certified  by  the  chief  financial  officer  of  Tenant;  and

(2)  such  other information regarding the condition (financial or otherwise) of
Tenant  as  Landlord  may reasonably request. Each financial statement of Tenant
shall be accompanied by a certificate of its chief financial officer that (a) he
has  reviewed  this Lease and has obtained no knowledge of any default hereunder
or  of any condition or event which, with notice or lapse of time or both, would
constitute  a  default  hereunder  (or,  if any such default, condition or event
shall  exist,  the  nature  and period of existence thereof and the action to be
taken by Tenant with respect thereto), and (b) no material adverse change in the
business,  condition (financial or otherwise), operations or prospects of Tenant
or  its  affiliates  has  occurred  during the period covered by such statement.


<PAGE>
     J.     LANDLORD'S  WORK
Landlord shall paint the premises with the building standard paint and the color
to  be  chosen  by the tenant. Landlord shall shampoo the rugs and stretch it if
required.

K.     If  any holder of a superior mortgage or superior lease or the successors
or
assigns  of  the  foregoing  (collectively  referred to as "Successor Landlord")
shall  succeed to the rights of Landlord under this lease, Tenant agrees, at the
election  and  upon  request  of  any  such  Successor  Landlord,  to  fully and
completely  attorn  to  and  recognize  any such Successor Landlord, as Tenant's
landlord  under  this lease upon the then executory terms of this lease provided
such  Successor  Landlord  shall agree in writing to accept Tenant's attornment.
The  foregoing  provision  shall  inure  to  the  benefit  of any such Successor
Landlord,  shall  apply notwithstanding that, as a matter of law, this lease may
terminate upon the termination of a superior lease, shall be self-operative upon
any  such  demand, and no further instrument shall be required to give effect to
said provisions. Nothing contained herein shall be construed to impair any right
otherwise  exercisable  by  any  such  owner,  holder  or  lessee.

L.     Landlord  hereby advises Tenant that Landlord has installed an Enterphone
2000
security  system  in  the Building in order to restrict access into the Building
outside  of  the  Building's  ordinary business ours. As of the date hereof, the
Building's  ordinary  business  hours are from 7:00 A.M. to 6:00 P.M. on Mondays
through  Fridays  except  for  the  holidays  referred to in paragraph H of this
Article.  Such  security system uses pendants, which unlock the magnetic lock of
the  Building's  exterior  doors. Upon the execution and delivery of this lease,
Landlord  shall furnish to Tenant at no cost to Tenant one (1.) pendant for each
1000 rentable square feet of the Premises. Tenant shall be permitted to purchase
additional pendants at Landlord's standard charge therefor, which as of the date
hereof is $75.00 for each additional pendant. Tenant shall, upon the termination
of  its  tenancy, turn over to Landlord all pendants furnished to Tenant. In the
event  of the failure to return any pendants furnished by Landlord, Tenant shall
pay  to  Landlord  its  then  standard  charge  therefor,  and Landlord shall be
entitled  to  deduct  such amount from any security deposited hereunder prior to
returning  the  balance  thereof  to Tenant in accordance with the terms hereof.
Tenant shall comply with all reasonable security measures instituted by Landlord
at  any  time during the Term with respect to the aforementioned security system
or  otherwise,  but the establishment and enforcement of such measures shall not
impose  any responsibility or liability upon  Landlord to Tenant for any reason.
This  paragraph  L  is  subject  to  the  terms  of  Article  43B.

M.     Notwithstanding  anything  in the Lease to the contrary, any contractors,
subcontractor  or  materialmen  employed  by  or  on behalf of Tenant to perform
repairs  or  alterations,  whose  names  and  any  other  information reasonably
requested  by  Landlord  shall  have  been  submitted in writing to Landlord for
Landlord's  approval  prior  to  the  commencement of any work, may only perform
approval  prior  to  the  commencement of any work, may only perform work during
those  hours  expressly  permitted by Landlord. As of the date hereof such hours
are  from  9:30  A.M.  to  4:30  P.M.  on  business  days  only.

N.     ELEVATOR  SERVICE:
As  long  as  Tenant  is  not  in  default under any of the terms, convenants or
conditions of this lease on Tenant's part to be observed or performed, Landlord,
at  Landlord's  expense,  shall  furnish necessary passenger elevator service on
business days from 8:00 A.M. to 6:00 P.M. and on Saturdays and Sundays from 8:00
A.M.  to 5:00 P.M. and shall have an elevator subject to call at all other times
except  on major holidays when the building shall be closed. Tenant acknowledges
that  the  passenger  elevators may be utilized as service elevators on business
days between the hours of 9:30 A.M. and noon and between 1:30 P.M. and 4:00 P.M.
In  the  event  Tenant shall require the use of the Building's service elevators
when  the  Building  is  open  at  any  time other than those set forth above on
business days, Landlord shall provide a service elevator or passenger elevators,
as  the  case  may  be,  for  the  use of Tenant, provided Tenant gives Landlord
reasonable  notice  of  the  time  and use of such about elevators to be made by
Tenant  and  Tenant  pay  Landlords  usual  and  reasonable  charge  for the use

O.     HVAC:
A.     As  long  as  Tenant  is  not  in  default  under  any  of  the  terms,
convenants  or  conditions  of  this  lease  on  Tenant's part to be observed or
performed,  Landlord,  at  Landlord's  expense, shall (i) to the extent that the
installed air cooling or conditioning facilities of the Building permit, furnish
and  distribute to the Premises cooled or conditioned air from 8:00 A.M. to 6:00
P.M.  on business days whenever during the period between April 15th and October
15th  of each year the same may be required in the Landlord's judgement in order
to maintain the temperature of the premises about 72 degrees Fahrenheit and (ii)
to  the  extent  that  the  installed heating facilities of the Building permit,
furnish and distribute to the Premises heated air from 8:00 A.M. to 6:00 P.M. on
business  days whenever during the period between October 15th and April 14th of
each  year  the  same  may be required in the Landlord's judgement. Landlord and
Tenant further agree to operate the heating or cooling and ventilating equipment
in accordance with their design criteria unless a recognized energy conservation
law,  program,  guideline,  regulation  or  recommendation  promulgated  by  any
Federal,  State, City or other governmental or quasi-governmental bureau, board,
department,  agency,  offce,  commission  or  other  subdivision  thereof or the
American  Society of Heating, Refrigeration and Air-Conditioning Engineers, Inc.
or  any successor thereto or other organization serving a similar function shall
provide for any reduction in operations below said design criteria in which case
such  equipment shall be operated so as to provide reduced service in accordance
with  such  law,  program;  guideline,  regulation  or  recommendation.


<PAGE>

B.     If  Tenant  shall  require  heating  or  cooling  and  ventilation
services  other  than  between  8:00 A.M. and 6:00 P.M. on business days ("after
hours"),  Landlord shall, furnish after hours heating or cooling and ventilation
service  upon  reasonable advance notice from Tenant, given between the hours of
9:00  A.M.  and  3:00  P.M. on any business day, and Tenant shall pay Landlord's
then  established  charges  therefor  on  Landlord's demand. If any of the other
tenants of the Building shall request and receive after hours heating or cooling
and  ventilation  service, pursuant to Landlord's obligation to provide the same
to  them,  at  the  same time and utilizing the same system as Tenant, only that
equitably prorated portion of the charge made by Landlord for such service shall
be  allocated  to  Tenant.

     C.     Notwithstanding  the  foregoing provisions of this Section, Landlord
shall  not  be  responsible  if  the normal operation of the Building heating or
cooling  and  ventilation  system  shall  fail  to  provide heated or cooled and
outside  air  at reasonable temperatures, pressures or degrees of humidity or in
reasonable  temperatures,  pressures  or  degrees  of  humidity or in reasonable
volumes  or  velocities  in  any portion of the Premises (i) which shall have an
electrical  load  in excess or four (4) watts per square foot of usable area for
all  purposes  (including  lighting  and  power),  or  which  shall have a human
occupancy  factor  in excess of one (1) person per one hundred (100) square feet
of  usable  area  (the  average  electrical load and human occupancy factors for
which  the Building air conditioning system is designed), or (ii) because of any
rearrangement  of  partitioning or other improvements made or performed by or on
behalf  of  Tenant or any person claiming through or under Tenant. Whenever such
heating  or  cooling  and  ventilation  system is in operation, Tenant agrees to
cause  all  windows  of  the Premises to be closed whenever the Premises are not
occupied.  Tenant  shall cooperate fully with Landlord at all times and abide by
all regulations and requirements which Landlord may reasonably prescribe for the
proper  functioning  and  protection  of  the heating or cooling and ventilation
system.  In addition to any and all other rights and remedies which Landlord may
invoke  for  a  violation  or  breach  of any of the provisions of this Article,
Landlord  may  discontinue  furnishing  services  under  this Article during the
period of such violation or breach, and such discontinuance shall not constitute
an  actual  or  constructive eviction, in whole or in part, or entitle Tenant to
any  abatement  or  diminution  of  rent,  or  relieve  Tenant  from  any of its
obligations  under  this  lease,  or  impose  any  liability  upon  Landlord  or
Landlord's  agents.

P.     INDOOR  AIR  QUALITY  (IAQ)
A.     Tenant has fully investigated the condition of the Premises or waived its
right to do so and is fully familiar with the physical condition of the Premises
and  every  part  thereof, including, without limitation, the indoor air quality
(IAQ)  generally,  and  the  HVAC  system,  and Tenant accepts the same "as is".

             B.     Tenant  shall  comply  with  all current and future federal,
state,  and  local
environmental  and  IAQ  laws,  regulations,  and industry standards, including,
without  limitation,  any  restrictions  on  smoking  in  the  workplace.

C.     The  premises  shall not be used for any dangerous, noxious, or offensive
trade  or  business  or  for any purpose, trade, or business that will adversely
affect  the  IAQ  for  the  premises  or  Building (including any common areas);

D.     Landlord  shall  have  the  right,  but  not the obligation, at all times
during
the Lease Term to inspect the Premises and conduct such vests and investigations
(including,  without limitation, a Phase I indoor Air Quality audit) to evaluate
the IAQ in the Premises and/or the Building. Landlord's entry may be made at any
time  either  during  or  after  Tenant's  business  hours.










                      STANDARD ESCALATION RIDER ANNEXED TO
                           AGREEMENT OF LEASE BETWEEN
                       DAH CHONG HONG TRADING CORPORATION,
                      AS LANDLORD, AND, 2THEMART.COM, INC.,
                                    AS TENANT

ESCALATION:

<PAGE>
48.     A.     As  used  herein:

(a)  The  term "Taxes" shall mean (a) all real estate taxes, assessments(special
or  otherwise), sewer rents, rates and charges, or any other governmental charge
of  a  similar  or  dissimilar  nature,  whether  general,  special, ordinary or
extraordinary,  which may be levied or assessed on or with respect to all or any
part  of  the  Building  or  the parcel of land on which the Building is located
(hereinafter  called  "Real  Property") by the City or County of New York or any
other  taxing  authority  and  (b)  any  expenses, including attorneys' fees and
disbursements,  incurred  by  Landlord in contesting any of the foregoing or the
assessed valuation of all or any part of the Real Property. If, however, by law,
any  assessment  may  be  divided and paid in annual installments, then, for the
purposes  of  this  Article, (a) such assessment shall be deemed to have been so
divided into the maximum number of annual installments permitted by law, and (b)
there  shall  be  deemed  included  in  Taxes  for each calendar year the annual
installment  of  such  assessment.  becoming  payable during such calendar year,
together  with  interest  payable  during  such  calendar  yer  on  such  annual
installment  and on all installments thereafter becoming due as provided by law,
all  as  if  such  assessment  had  been  so  divided.

(b)     The  term  "Landlord's  Basic Tax Liability" shall mean the liability of
Landlord  for  the  calendar  year  2000  for  Taxes.

(c)     The  term  "Landlord's Base Tax Year" shall mean the calendar year 2000.

(d)     The  term  "Tenant's  Proportionate  Share"  shall  mean  1.88%.

B.     (a)     If  Taxes  payable in any fiscal year falling wholly or partially
within  the
Term  shall  be  in such amount as shall constitute an increase above Landlord's
Basic  Tax Liability, Tenant shall pay as Additional Rent for such fiscal year a
sum  equal to Tenant's Proportionate Share of the amount by which Taxes for such
fiscal  year  exceed  Landlord's  Basic  Tax  Liability.

(b)     On  the  first  day of each month following rendition of each Landlord's
Statement  which  shows  payment  of Additional Rent due from Tenant pursuant to
this  Section,  Tenant  shall  pay  to  Landlord  on  account  of  the estimated
Additional  Rent  for  the  fiscal  year  following  the  fiscal  year for which
Landlord's  Statement  shall  have  been  rendered,  a  sum equal to one-twelfth
(1/12th)  of  the total Additional Rent shown on such Landlord's Statement. Such
Additional  Rent  shall  be  due  and  payable  at the same time as each monthly
installment  of  Fixed  Rent.

(c)     A  reconciliation  shall  be  made  upon  each  Landlord's  Statement as
follows;
Tenant  shall  be  debited  with  any  Additional  Rent shown on such Landlord's
Statement  and  credited with the aggregate of the total amount, if any, paid by
Tenant  in  accordance  with  the  provisions of paragraph (b) on account of the
estimated  Additional  Rent for the fiscal year in question, and within ten (10)
days  following  rendition  of  such  Landlord's  Statement, Tenant shall pay to
Landlord  the  amount  of any net debit balance shown thereon, or Landlord shall
apply against the next ensuing installments of Fixed Rent any net credit balance
shown  thereon.

(d)  If, as a result of any application or proceeding brought by or on behalf of
Landlord  for reduction in the assessed valuation of the Real Property affecting
any  fiscal  year  commencing  after  Landlord's Base Tax Year, there shall be a
decrease  in Taxes for any such fiscal year with respect to which Landlord shall
have  previously  rendered  a  Landlord's  Statement,  Landlord's Statement next
following  such  decrease  shall  include  an  .adjustment  for such fiscal year
reflecting  such  decrease  in  Taxes  (less  all  costs and expenses, including
counsel  fees,  incurred  by  Landlord  in  connection  with  the application or
proceeding  to  reduce the Taxes with respect to any fiscal year occurring after
Landlord's  Base  Tax  Year).

C.     Landlord's  Statement  shall be rendered to Tenant in accordance with the
provisions  of Article 28 of this lease. Landlord's failure to render Landlord's
Statements  with  respect  to  any  such increase in Taxes, during any fiscal or
calendar  year  shall  not  prejudice  Landlord's  right  to render a Landlord's
Statement  with  respect  thereto  or  with  respect  to any subsequent fscal or
calendar  year.  Nothing  herein  contained shall restrict Landlord from issuing
Landlord's  Statements  at  any  time  there  is an increase in Taxes during any
fiscal  or calendar year or any time thereafter. The obligations of Landlord and
Tenant  under the provisions of this Article with respect to any Additional Rent
shall  survive  the  Expiration  Date  or  any  sooner  termination of the Term.

D.     Each  Landlord's  Statement  shall  be conclusive and binding upon Tenant
unless
within  thirty (30) days after receipt of such Landlord's Statement Tenant shall
notify  Landlord  that  it  disputes  the  correctness  of Landlord's Statement,
specifying  the  respects  in  which  Landlord's  Statement  is  claimed  to  be
incorrect.  Pending  the  determination  of  any  such  dispute  by agreement or
otherwise,  Tenant  shall  pay Additional Rent in accordance with the applicable
Landlord's  Statement,  and  such payment shall be without prejudice to Tenant's
position.  If  the dispute shall be determined in Tenant's favor, Landlord shall
forthwith  pay  to  Tenant the amount of Tenant's overpayment of Additional Rent
resulting  from  compliance  with  Landlord's  Statement.

<PAGE>
E.     The  computations  of  Additional Rent under this Article are intended to
constitute
a  formula  for  an  agreed  rental  adjustment and may or may not constitute an
actual  reimbursement  to  Landlord for costs and expenses paid by Landlord with
respect  to  the  Building.

F.     The  term  "Landlord's  Statement"  shall mean an instrument containing a
computation
of  any  Additional Rent or changed Fixed Rent due pursuant to the provisions of
this  Article.  Nothing  herein  contained  shall restrict Landlord from issuing
Landlord's  Statements at any time that there is an increase in Taxes during any
fiscal  year  or  an  increase  in  Operating  Expenses  or the Index during any
calendar  year.

<PAGE>


                          STANDARD ELECTRICITY RIDER TO
                           AGREEMENT OF LEASE BETWEEN
                       DAH CHONG HONG TRADING CORPORATION,
                      AS LANDLORD, AND, 2THEMART.COM, INC.,
                                    AS TENANT


ELECTRICITY:

49.     A.     Landlord,  at  Landlord's  expense,  subject to the provisions of
paragraph  B
hereof,  shall,  furnish  electrical  energy  to or for the use of Tenant in the
Premises. So long as the furnishing of such electrical energy is included in the
Fixed Rent on a so-called "rent inclusion" basis in accordance with this Section
there  shall  be no special charge to Tenant by way of measuring such electrical
energy  on  any  meter  or  otherwise.

B.     Tenant  agrees  that the Fixed Rent reserved herein shall be increased to
compensate  Landlord for supplying Tenant with electric current as an additional
service  by  the  sum of $8,964.00 per annum commencing on the Commencement Date
and  continuing  until  such  time  as  such sum may be increased as hereinafter
provided.  Landlord  will  furnish  electricity  to  Tenant  through  presently
installed  electrical  facilities  for Tenant's reasonable use of such lighting,
electrical appliances, air conditioning systems and equipment as presently exist
or as Landlord may permit to be installed in the Premises. Tenant agrees that an
electrical  engineer  or  utility  consultant,  selected by Landlord, may make a
survey  of  the  electric  lighting and power load Jo determine Tenant's average
monthly  energy  consumption  in  the  Premises ("Tenants Electric Consumption")
based upon (i) the connected load rating of each item consuming electric energy,
(ii)  Tenant's  usage which shall be determined by multiplyin the connected load
rating  of  each  item by the hours of usage as determined by the consultant and
(iii)  the  Electric  Rates  which  Tenant would pay if it were the sole user of
electrical  energy  in  the  Building  utilizing the rate schedule applicable to
Landlord.  The  findings of such engineers or consultant as to the proper cFixed
Rent  increase  based  on  Tenant's Electric Consumption shall be conclusive and
binding upon the parties and the amount thereof shall be added to the Fixed Rent
payable  monthly  on  the  first day of each and every month in advance for each
month  from  the  Commencement  Date  (except  that  if  the amount of such rent
increase  shall  not  have  been determined on the Commencement Date, then, upon
such  subsequent  determination,  Tenant  shall  pay  for  the  period  from the
Commencement  Date  to  the date of such determination the uncollected amount of
such  increase  in  Fixed  Rent).  If  the

<PAGE>
Electric  Rates  (as  hereinafter defined) on which the initial determination of
said  consultant were based shall be increased or decreased, then the Fixed Rent
attributable  to  electricity  shall  be  increased  or  decreased  by  the same
percentage, retroactive if necessary to the date of such increase or decrease in
such  Electric  Rates;  provided,  however, that in no event shall the amount of
Fixed  Rent  reserved  herein  to  compensate Landlord for supplying Tenant with
electric  current  ever  be  reduced  below  $8,964.00.  Tenant  shall  make  no
alterations  or  additions to the electric equipment or appliances without first
obtaining  written consent from Landlord in each instance. Tenant agrees neither
to  connect  any  additional  electrical  equipment  of any type to the Building
electric  distribution  system,  other  than  lamps, typewriters and other small
office  machines  and  equipment relevant to the conduct of Tenant's business at
the demised premises, nor make or perform or permit the making or performing of,
any alterations to the wiring installations or other electrical facilities in or
serving  the  demised premises, without the prior written consent of Landlord in
each  instance,  which consent shall not be unreasonably withheld or delayed. If
Tenant  installs additional or substituted electrical equipment or appliances or
otherwise  increases  its  use of electric current, then the Fixed Rent shall be
increased  by  an  amount  determined  by  Landlord's  electrical  engineer  or
consultant,  at Tenant's expense, and such determination shall be conclusive and
binding  upon  Landlord  and  Tenant.  Landlord, its engineer o r consultant, is
given  the  right to make surveys from time to time of the Premises covering the
electrical  equipment  and  fixtures,  and use of current. Any increase in Fixed
Rent  resulting  from  an  increase  in  Tenant's consumption or the addition of
equipment  or  appliances  shall be effective as of the date of such increase or
addition,  retroactive  if necessary. Landlord shall not in any way be liable or
responsible to Tenant for any loss or damage or expense which Tenant may sustain
or  incur  reason of any change, failure or defect in the supply or character of
the  electric energy furnished to the remises or if the quantity or character of
the  electrical energy supplied by the electrical utility is no longer available
or  suitable  for  tenant's  requirements,  and no such change, failure, defect,
unavailability  or  unsuitability  shall  constitute  an  actual or constructive
eviction,  in whole or part, or entitle Tenant to any abatement or diminution of
rent,  or  relieve  Tenant  from any of its obligations under this lease. Tenant
covenants  and  agrees that at all times its use of electric current shall never
exceed  the capacity of existing feeders to the Building or the risers or wiring
installation.  Any  riser  or risers to supply Tenant's electrical requirements,
upon  written request of Tenant, will be installed by Landlord, at the sole cost
and  expense  of Tenant, if, in Landlord's sole judgment, the same are necessary
and  will  not  cause  or  increase a dangerous or hazardous condition or entail
excessive  or  unreasonable alterations, repairs or expense or interfere with or
disturb  other  tenants  or  occupants.  Rigid  conduit only will be allowed. In
addition to the installation of such riser or risers, Landlord will also, at the
sole  cost  and  expense  of  Tenant,  install  all  other  equipment proper and
necessary in connection therewith subject to the aforesaid terms and conditions.
Landlord  reserves  the  right to terminate the furnishing of electricity to the
Premises if required by law at any time, upon sixty (60) days' written notice to
Tenant  in  which  event,  Tenant shall make application directly to the utility
company serving the Building for Tenant's entire separate supply of electricity.
Landlord,  upon  the expiration of the aforesaid sixty (60) days' written notice
to  Tenant,  may  discontinue  furnishing  the electric current, in which event,
Tenant's  liability  for  increased  Fixed Rent provided for in this paragraph B
shall  terminate  as  of the date of discontinuance of the supplying of electric
current,  but  this  lease  shall otherwise remain in full force and effect. The
term  "Electric Rates" shall mean the rates at which Landlord purchases electric
energy  from  the  public  utility  supplying electrical service to the Building
(without  regard  to  time  of day or similar rate schedules), including but not
limited  to,  any  charges  incurred  or  taxes  payable  Landlord in connection
therewith  or  increase  or decrease thereof by reason of fuel adjustment or any
substitutions  for  such Electric Rates or additions thereto. Except as provided
in  the  next  sentence  or  as otherwise expressly provided herein, any and all
surveys  made pursuant to this Article by Landlord's engineer or consultant with
respect to the Premises shall be made at the sole cost and expense of Tenant. In
the  event  that  Landlord  has its engineer or consultant make any surveys with
respect  to  the Premises more than one time in any twelve (12) month period and
such  survey  shows that Tenant's consumption of electricity in the Premises has
increased  by  an  amount  less  than  five  (5%)  percent  over the immediately
preceding survey made during such twelve (12) month period. Landlord agrees that
any  such  survey  shall  be  at  the  sole  cost  and  expense  of  Landlord.

C.     If  Landlord  discontinues  the furnishing of electricity, as provided in
this
Article,  then,  and  in  such  event,  Landlord  shall permit Tenant to receive
electrical service directly from the public utility supplying electrical service
to  the Building and shall permit the existing feeders, risers, wiring and other
electrical  facilities  serving  the  Premises  to  be  used  by Tenant for such
purposes to the extent that they are available, suitable and safe. Tenant shall,
at  its  own  expense,  install  any necessary electrical meter equipment, panel
boards,  feeders, risers, wiring and other conductors and equipment which may be
required  to obtain electrical energy directly from the public utility supplying
the  same.  Landlord  shall  have no liability whatsoever to Tenant by reason of
Landlord's  discontinuance  of  electrical  service.

D.     Landlord,  at  Tenant's reasonable expense; shall furnish and install all
lamps
(including  incandescent  and  fluorescent),  starters and ballast's used in the
Premises.

E.     In  the  event  Tenant  shall  dispute any survey obtained by Landlord in
accordance
with paragraph B of this Article, Tenant shall have the right within thirty (30)
days after the receipt of the results of landlord's survey to elect by notice to
Landlord  to  have  a  survey  completed  by  an  electrical engineer or utility
consultant  selected  by  Tenant  from  a list of three (3) electrical engineers
and/or utility consultants provided by Landlord to Tenant, at Tenant's sole cost
and expense, to determine Tenant's electrical current consumption as of the date
of  Landlord's survey. In the event that Tenant's electrical engineer or utility
consultant  disagrees  with  the  survey  prepared at the request of Landlord in
accordance with paragraph B of this Article and Landlord and Tenant cannot agree
on the amount of the appropriate increase in Fixed Rent, either party shall have
the right to submit such dispute to arbitration. If either the agreement reached
between  Landlord  and  Tenant  or  the  final  decision  of  the  arbitrator(s)
determines  that Landlord's survey was in error by more than twenty-five percent
(25%), Landlord shall pay the reasonable fees of Tenant's electrical engineer or
utility  consultant,  Notwithstanding  the  provisions of this paragraph, Tenant
shall  pay  any  and all items of Fixed Rent as calculated by Landlord until the
amount  of  such  payment  shall  be  finally  determined.

F.     If  a  arty desires arbitration pursuant to paragraph E above, such party
shall
give notice to that effect to the other party and shall in such notice appoint a
person as arbitrator on its behalf. Within fifteen (15) days after the giving of
such notice the other party shall likewise appoint a person as arbitrator on its
behalf. If the second arbitrator shall not have been appointed as aforesaid, the
first  arbitrator  shall  proceed  to  determine  such  matter.

In  the  event that the two arbitrators appointed by the parties shall be unable
to  agree  within  ten (10) days after the appointment of the second arbitrator,
they shall give written notice of such failure to agree to the parties and shall
within  ten  (10)  days  after  the  giving  of  such  notice,  appoint  a third
arbitrator.  If  the  two  arbitrators  fail to agree upon the selection of such
third  arbitrator  within the ten (10) days following their notice as aforesaid,
then  within  five  (5) days thereafter either of the parties upon notice to the
other  party  hereto  may  request  such appointment by the American Arbitration
Association (or any organization successor thereto), or in its absence, refusal,
failure  or  inability  to  act,  may  apply  for  a  court  appointment of such
arbitrator.

The  three  arbitrators  shall  render  their  decision  and  award,  upon  the
concurrence
of  at  least two of their number, within thirty (30) days after the appointment
of  the  third arbitrator. Such decision and award shall be in writing and shall
be  final and conclusive on the parties, and counterpart copies thereof shall be
delivered  to  each  of  the  parties. In rendering such decision and award, the
arbitrators  shall  not add to, subtract from or otherwise modify the provisions
of  this lease. Judgment may be had on the decision and award of the arbitrators
so  rendered  in  any  court  of  competent  jurisdiction end may be enforced in
accordance with the laws of the State of New York. Each party shall pay the fees
and expenses of the one of the two original arbitrators appointed by or for such
party  and  the fees and expenses of the third arbitrator and all other expenses
of  the arbitration shall be borne by the parties equally. Each arbitrator shall
be  a  fair  and  impartial  person  who  shall have had at least ten (10) years
experience  in  the  County  of  New  York  as an electrical engineer or utility
consultant.  The  arbitration  shall  be conducted to the extent consistent with
this  paragraph  in  accordance  with  the then prevailing rules of the American
Arbitration  Association  (or  any  organization  successor  thereto).


<PAGE>
     F.     Following  a  determination of an increase or decrease in Fixed Rent
attributable  to the furnishing of electrical energy to the Premises by Landlord
as  set forth in this Article, Landlord and Tenant shall, upon request of either
party,  execute, acknowledge, and deliver to each other a supplemental agreement
in  such form as Landlord shall reasonably require to reflect such change in the
Fixed Rent, but any such change shall be effective even if such agreement is not
executed  and  delivered.

H.     If  submetering  of  electricity  is  legally  permitted in the Building,
Landlord
shall  have  the option of installing submeters at Landlord's expense to measure
Tenant's  consumption  of  electrical energy and Tenant shall pay, as Additional
Rent, on demand, for its consumption of electrical energy at the then applicable
rate,  if  any,  for  submetered  electrical  energy,  or,  if  no  such rate is
promulgated,  then at the same rate and frequency that Tenant would be obligated
to  pay if Tenant were a direct customer of the local utility company furnishing
electrical energy to the Premises and in such event Tenant's liability for Fixed
Rent attributable to electrical energy, as the same may be increased pursuant to
this  Article,  shall  terminate  as  of  commencement  of the operation of such
submeters.  In  no event, however, shall the amount payable by Tenant per square
foot  be  less  than  Landlord's  cost  per


square  foot  utilizing  the then current Electrical Rates) of electrical energy
for  the entire Building. For the purpose of this paragraph, the rate to be paid
by  Tenant  in  the  event of submetering shall include all of the components of
Electrical  Rates.  In  the  event that any tax shall be imposed upon Landlord's
receipts  from  the  sale or resale of electrical energy to Tenant, the pro rata
share  allocable  to  the  electrical energy service received by Tenant shall be
passed  on to, included in the bill of, and paid by Tenant, if and to the extent
permitted  by  law.

<PAGE>


                     STANDARD ASSIGNMENT/SUBLETTING RIDER TO
                           AGREEMENT OF LEASE BETWEEN
                       DAH CHONG HONG TRADING CORPORATION,
                      AS LANDLORD, AND, 2THEMART.COM, INC.,
                                    AS TENANT

SUBLETTING  AND  ASSIGNMENT:

50.     A.     Provided  that  any  such  assignee  or  sublessee  shall use the
premises  and  each
portion  thereof  for  offices,  Tenant  may,  without  Landlord's  consent:

(a)     Assign  this lease to a corporation or other business entity then having
a
net  worth  at  least  equal  to  that,  of  Tenant  prior  to  such  merger  or
consolidation  (herein  called  a  "successor  corporation") into or with which,
Tenant shall be merged or consolidated or to which substantially all of Tenant's
assets  may  be transferred, provided that such successor corporation shall have
effectively assumed all of Tenant's obligations and liabilities, including those
under  this  lease,  by  operation  of law, or appropriate instrument of merger,
consolidation  or  transfer;

(b)     Sublet  any  parts)  of  the  demised premises to a corporation or other
business  entity (herein called a "related corporation") which shall control, be
controlled  by, or be under common control with, Tenant, but only for so long as
said  sublessee  shall control, be controlled by, or be under the common control
with, the Tenant. Tenant hereby covenants that such sublessee shall at all times
remain  a  corporation  or  entity  which shall control, be controlled by, or be
under  common control with Tenant and a breach of such covenant shall constitute
a  material  default  under  this  lease for which Tenant shall not be given any
opportunity  to  cure;

(c)     Permit  any related corporation of Tenant to use the demised premises or
any  part  thereof,  but  only  for  so  long as said occupant continues to be a
related corporation. Tenant hereby covenants that such use may only continue for
such  period  as  such related corporation shall control, be controlled by or be
under  common control with Tenant and a breach of such covenant shall constitute
a  material  default  under  this  lease  for which Tenant shall not be given an
opportunity  to  cure;  and

(d)     Assign  this  lease  to  a  related  corporation  of  Tenant.  Tenant
hereby  covenants that subsequent to such assignment the assignee shall remain a
corporation  or  entity  which  shall  control, be controlled by or under common
control  with  Tenant  and a breach of such covenant shall constitute a material
default  under  this lease for which Tenant and such assignee shall not be given
an  opportunity  to  cure.


B.     Concurrently  with  assigning  this lease to a successor corporation, the
making  of
a  sublease  to  a  related  corporation, or permitting a related corporation to
occupy all or part of the demised premises, or assigning this lease to a related
corporation, (all as set forth in Section A(a), (b), (c) or (d) of this Article,
as  the  case  may  be);  Tenant  shall be required to submit proof that (i) the
successor  corporation  comes  within  the  definition thereof and shall use the
Premises  for  general offices; or (ii) the sublessee, occupant or assignee is a
related  corporation  and will use the Premises for general offices, all in form
satisfactory  to  Landlord.  As  used  herein  in  defining related corporation,
control  must  include  over  fifty  (50%) per cent of the stock or other voting
interest  of  the controlled corporation or other business entity. Similar proof
that  such sublessee, occupant or assignee continues to be a related corporation
shall  be furnished by Tenant to Landlord within fifteen (15) days after written
request  therefor.

C.     If Tenant shall desire to sublet the demised premises in whole or in part
or  to
assign  this  lease to anyone other than a related corporation of Tenant, Tenant
shall  submit  to  Landlord  a  written  request  for Landlord's consent to such
subletting  or  assignment, which request shall contain or be accompanied by the
following  information:  (i)  the  name  and
address  of  the  proposed subtenant or proposed assignee; (ii) in the case of a
sublet,  a  description  identifying the space to be sublet; (iii) the terms and
conditions  of  the  proposed subletting or proposed assignment; (iv) the nature
and character of the business of the proposed subtenant or proposed assignee and
of  its  proposed  use  of  the  demised
premises;  and  (v)  current  financial information and any other information as
Landlord  may  reasonably  request  with  respect  to  the proposed subtenant or
proposed  assignee.  Landlord  shall  have the option, to be exercised by notice
given  to Tenant within ten (10) days after the later of (a) receipt of Tenant's
request  for  consent or (b) receipt of such further information as Landlord may
reasonably  request  pursuant  to  clause  (v)  above  either  (x)  to require a
surrender  of  the  demised premises as of a date to be specified in said notice
(the  "Termination  Date") which shall be not earlier than one (1) da before the
effective  date  of

<PAGE>
the  proposed subletting or proposed assignment or later than sixty-one (61) day
before  after  said  effective  date,  in  which  event  Tenant shall vacate and
surrender the demised premises on or before the Termination Date and the term of
this  lease  shall  end  on  the Termination Date as If that were the Expiration
Date,  or  (y)  with  respect  to a proposed subletting, to obtain a sublet from
Tenant  of  the  demised  premises,  including  Tenant's  leasehold improvements
therein,  upon  the  terms  and  conditions  hereinafter  set forth as of a date
to be specified in said notice (the "Leaseback Date") which shall be not earlier
than  one  (1) day before the effective date of the proposed subletting or later
than  sixty-one (61) days after said effective date, in which event Tenant shall
deliver  possession  of  the  demised premises, or part thereof involved, as the
case  may  be,  to  Landlord on or before the Leaseback Date. Landlord's consent
shall  not  be  unreasonably  withheld.  If  tenant  subleases the part of their
premises for a short term (maximum of one year) than Landlord will not recapture
that  part  of  the  space.

D.     (a)     If  Landlord  shall  exercise  its  option, pursuant to Section C
above  to
lease back the demised premises together with all leasehold improvements made by
Tenant therein (herein collectively called the "Leaseback Area), Tenant shall be
deemed  automatically  to  have subleased the Leaseback Area to Landlord (herein
sometimes  called "Backleasing" or "Backlease") for the remaining balance of the
term (the "Backlease Term") for Fixed Rent at the same annual rate applicable to
such  Leaseback  Area,  and  with Additional Rent, all prorated to the Leaseback
area, and otherwise on the same terms, covenants and conditions, as are provided
in  this  lease,  except  such as by their nature or purport are inapplicable or
inappropriate  to  such  Backleasing  or  are  inconsistent  with  the  further
provisions  of  the  following  Subsections  of  this  Section,  which  further
provisions  shall be deemed to be part of the terms, covenants and conditions of
such  Backleasing.

(b)     Landlord  shall  have  the  unqualified , without Tenant's permission or
consent  and to underlet the Leaseback Area in whole or in part to any person or
entity,  including  Tenant's  proposed  subtenant  or proposed assignee, for any
period  or periods of time not extending beyond one day before the expiration of
the  Backlease Term, at such rentals and on such terms and conditions (including
any  alterations required to render the Leaseback Area suitable for occupancy by
an  undertenant  of Landlord) as Landlord shall determine. Landlord may underlet
the  Leaseback  Area or parts thereof separately or in combinations, as Landlord
sees  fit.  The  Backlease  may be assigned by Landlord to any person, including
Tenant's  proposed  subtenant or proposed assignee, without Tenant's consent but
such  assignment  shall  not  be  effective  unless  the transferee executes and
delivers  to  Tenant  a written agreement assuming all of Landlord's obligations
under  the  Backlease,  and  in  such  event Landlord shall continue to be fully
responsible  jointly  and  severally  with  such  assignee for all of Landlord's
obligations  under the Backlease. Tenant shall not be responsible for furnishing
to the Leaseback Area or the occupants thereof any of the services undertaken in
this  lease  to  be  furnished  by  Landlord or for the making of any repairs or
alterations, or the incurrence of any expense with respect to the Leaseback Area
during the Backlease Term applicable thereto, but shall only make available that
which it receives from Landlord. At the expiration or earlier termination of the
Backlease Term, Landlord shall have no obligation to restore or alter or improve
the Leaseback Area and Tenant shall take possession of the Leaseback Area in the
condition  that  the  same  shall  then be in, provided only that all facilities
necessary  for  the use and occupancy of the Leaseback Area, or any subdivisions
thereof  as  they  then  exist,  such as ceilings, lighting fixtures, electrical


outlets,  and  heating,  ventilating  and  air conditioning systems, shall be in
place  and  in  good  working order subject to reasonable wear and tear, and the
Leaseback  Area  shall  be otherwise in good repair and tenantable condition for
general  office  use  subject  to  reasonable  wear  and  tear.

(c)     Tenant  shall furnish to Landlord or its assignee or sub-subtenant under
the Backlease any consents or approvals requested under the Backlease so long as
(i)  Landlord  furnishes  such  consents  or approvals to Tenant and (ii) Tenant
incurs  no  expense  by  reason  of  any  such  consent  or  approval,

(d)     Landlord  and  Tenant  expressly  negate  any  intention that any estate
created
by  or  under the Backlease shall be merged with any other estate held by either
of  them.  At  the  request  of either party, Landlord and Tenant shall mutually
execute, acknowledge and deliver an instrument or instruments of sublease and/or
assignment  to  confirm  and  separately  set  forth  the  demise,  rent, terms,
conditions  and other provisions of the Backleasing of any Leaseback Area as may
be  appropriate.

E.     If  Landlord shall not exercise any of its options under Section C above,
Landlord
shall  not unreasonably withhold or delay its consent to the Proposed subletting
or  proposed  assignment referred to in Tenants notice given pursuant to Section
above,  provided  that  the  following  further  conditions  shall be fulfilled:

(a)     there  shall  be  no  advertisement  or public communication of any kind
whatever  relating  to  the  proposed  subletting  or  proposed assignment which
mentions  or  refers  to  a  rental  rate (but nothing herein contained shall be
deemed  to  prohibit  Tenant  from  negotiating  or consummating a sublease at a
lesser  rate  of rent) or to any other matter which directly or indirectly might
adversely  reflect  on the dignity or prestige of the Building; without limiting
the  foregoing restrictions, no such advertisement or other public communication
shall  be released without Landlord's prior written approval, which shall not be
unreasonably  withheld  or  delayed;

(b)     no  subletting  or assignment shall be to a person or entity which has a

<PAGE>
financial  standing, is of a character, is engaged in a business, or proposes to
use  the demised premises or any portion thereof in a manner not in keeping with
the  standards  in  such  respects  of  the  other  tenancies  in  the Building;

(c)     the  subletting  or  assignment shall be expressly subject to all of the
obligations of Tenant under this lease except that the demised premises shall be
used for general offices and for no other purpose and shall specifically provide
that  there  shall  be  no  further  subletting of the sublet premises and, with
respect  to  an  assignment,  the  assignee  shall comply with the provisions of
Section  F  below;

(d)     with  respect  to  any subletting, that part, if any, of the term of any
such
sublease  or  any  renewal or extension thereof which shall extend beyond a date
one  (1) day prior to the expiration or earlier termination of the term shall be
a  nullity;  ,

(e)     with  respect  to any subletting, that the subletting shall not have the
effect,or give the utility serving the Building with electricity cause to claim,
that Landlord will not be permitted to serve the demised premises or the portion
thereof  so  sublet,  or  any of the other leased portions of the Building, with
electricity,  on  a  "rent  inclusion"  basis  as  provided  for  herein;

(f)     with respect to any subletting, the rent for such subletting is not less
than the then going market rental rate for comparable space and for a comparable
term,  and, with respect to any assignment, the consideration received by Tenant
for  the  assignment  is not less than the fair market value for the transfer of
Tenant's  leasehold  estate;  .





(g)     Tenant  shall  pay all reasonable costs that may be incurred by Landlord
in
connection  with  said  sublease  or  assignment,  including the costs of making
investigations  as  to  the  acceptability  of  a proposed subtenant or proposed
assignee  and  the  reasonable  fees  of  Landlord's  attorneys;

(h)     The  proposed  subtenant or proposed assignee shall not be a person then
negotiating  with  Landlord  for  rental  of  any  space  in  the  Building;

(i)     Landlord  shall  be furnished with duplicate original of the sublease or
assignment  agreement  within  ten  (10)  days  after the date of its execution;

(j)     Tenant  shall  pay  to  Landlord  a  sum equal to (x) any fixed rent and
additional  rent  or  other  consideration  paid  to  Tenant  by any assignee or
subtenant  which in excess of the Fixed Rent and Additional Rent then payable by
Tenant  to  Landlord  pursuant  to the terms hereof, and (y) any other profit or
gain realized by Tenant from any such assignment or subletting. All sums payable
hereunder by Tenant shall be paid to Landlord as additional rent. If only a part
of  the  demised  premises  is sublet, then  the rent paid therefor by Tenant to
Landlord  shall  be  deemed  to  be  that fraction thereof that the area of said
sublet  space  bears  to  the  entire  demised  premises;  and

(k)  There  shall be no default beyond any applicable notice and/or grace period
by  Tenant under any of the terms, covenants and conditions of this lease at the
time  that  Landlord's consent to any such subletting or assignment is requested
or on the date of the commencement of the term of any such. proposed sublease or
as  of  the  effective  date  of  any  such  proposed  assignment.

F.     No  assignment  of  this  lease,  whether to a successor corporation or a
related
corporation  or  otherwise,  shall  be binding upon Landlord unless the assignee
shall  execute,  acknowledge  and  deliver  to Landlord (a) a duplicate original
instrument  of  assignment  in form and substance satisfactory to Landlord, duly
executed  by Tenant, and (b) an agreement, in form and substance satisfactory to
Landlord,  duly  executed  by  the  assignee,  whereby  the  assignee  shall
unconditionally assume observance and performance of, and agree to be personally
bound  by  all  of the terms, covenants and conditions of this lease on Tenant's
part  to be observed or performed, including, without limitation, the provisions
of  this  Article  with  respect  to  all future assignments; but the failure or
refusal  of  the  assignee  to  execute  or  deliver such an agreement shall not
release  the assignee from its liability for the obligations of Tenant hereunder
assumed  by  acceptance  of  the  assignment  of  this  lease.

G.     If  this  lease  is assigned, whether or not in violation of the terms of
this

<PAGE>
lease,  Landlord  may collect rent from the assignee. If the demised premises or
any  part thereof be sublet or be used or occupied by anybody other than Tenant,
whether or not in violation of this lease, Landlord may, after default by Tenant
and  expiration of Tenant's time to cure such default, if any, collect rent from
the  subtenant  or  occupant. In either event, Landlord may apply the net amount
collected  to  the  rent  herein  reserved,  but no such assignment, subletting,
occupancy  or  collection  shall  be deemed a waiver of any of the provisions of
Article  11  or  this  Article,  or the acceptance of the assignee, subtenant or
occupant  as  a  tenant,  or a release of Tenant from the further performance by
Tenant  of  Tenant's obligations under this lease. The consent by Landlord to an
assignment,  transfer,  encumbering  or  subletting pursuant to any provision of
this  lease  shall not in any way be considered to relieve Tenant from obtaining
the  express  prior  consent  of  Landlord  to  any other or further assignment,
transfer,  encumbering  or  subletting.  References  in  this  lease  to  use or
occupancy  by  anyone  other  than  Tenant  shall not be construed as limited to
subtenants  and those claiming under or through subtenants but as including also
licensees and others claiming under Tenant, immediately or remotely. The listing
of  any name other than that of Tenant on any door of the demised premises or on
any  directory  or  in  any,  elevator  in the Building, or otherwise, shall not
operate  to  vest  in the person so named any right or interest in this lease or
the  demised premises, or be deemed to constitute, or serve as a substitute for,
any  consent  of  Landlord  required under Article 11 or this Article, and it is
understood  that  any  such  listing  shall  constitute  a privilege extended by
Landlord, revocable at Landlord's will by notice to Tenant. Tenant agrees to pay
to Landlord reasonable attorneys' fees and disbursements incurred by Landlord in
connection with any proposed assignment of this lease or any proposed subletting
of  the  demised  premises  or  any part thereof. Neither any assignment of this
lease  nor  any  subletting, occupancy or use of the demised remises or any part
thereof  by any person other than Tenant, nor any collection of rent by Landlord
from  any  person  other  than  Tenant,  nor any application of any such rent as
provided  in  this Article shall, under any circumstances except as set forth in
Section A above, relieve, impair, release or discharge Tenant of its obligations
fully  to  perform  the  terms  of  this lease on Tenant's part to be performed.

H.     If  Tenant or any assignee of Tenant is a corporation, the terms "assign"
and
"assignment".  shall,  for  purposes  of  this  lease,  be deemed to include the
transfer  of  a  majority  of  the  stock  of  Tenant or uch assignee of Tenant.

I.     If  required by applicable law in connection with any termination of this
lease,
assignment  of  this  lease to Landlord or its designee, or subletting of all or
any  portion  of the Premises to Landlord or its designee, Tenant shall compete,
swear  to  and  file  any  questionnaires,  tax  returns,  affidavits  or  other
documentation  which  may  be  required  to  be filed a) with the New York State
Department  of Taxation and Finance in connection with Article 31-B of the 'flax
Law  of  the State of New York, (b) with the Commissioner of Finance of the City
of  New York in connection with the New York City Real Property Transfer Tax and
(c)  with  the  appropriate governmental agency in connection with any other tax
which  may  now  or  hereafter  be  in  effect. Tenant further agrees to pay any
amounts  which  may  be  assessed  in  connection  with any of such taxes and to
indemnify  Landlord  against  and  to hold Landlord harmless from any claims for
payment  of  such  taxes  as  a  result  of  such  transactions.

<PAGE>







                                    EXHIBIT A

                        {Diagram of Plan for 12th Floor}


































                                    EXHIBIT B

                              RULES AND REGULATIONS

1.  The sidewalks, entrances, lobby, elevators, vestibules, stairways, and halls
shall  not  be  obstructed or encumbered by Tenant or used for any purpose other
than  ingress  and  egress to and from the Premises, and Tenant shall not permit
any  of  its  employees,  agents or invitees to congregate in any of said,areas.
Tenant  shall not invite to the Premises, or permit the visit of persons in such
numbers  or  under such conditions as to interfere with the use and enjoyment of
any  of  the  entrances, corridors, stairways, elevators, or other facilities in
the  Building  by  other tenants. Fire exits and stairways are for emergency use
only, and they shall not be used for any other purpose by Tenant, its employees,
licensees  or  invitees.  Landlord reserves the right to control and operate the
public  portions  of  the  Building  and  the  public  facilities,  as,  well as
facilities  furnished  for  the  common use of the tenants, in such manner as it
deems  best  for  the  enefit  of  the tenants generally. No doormat of any kind
whatsoever  shall be placed or left in any public hall or outside any entry door
of  the  Premises.




<PAGE>
2.  No  awnings  or  other projections shall be attached to the outside walls or
windows  of  the  Building or any entrance to the Premises. No curtains, blinds,
shades,  or screens shall be attached to or hung in, or used in connection with,
any  window  or  door  of  the  Premises,  without  the prior written consent of
Landlord.  No  sign,  insignia, advertisement, object, notice or other lettering
shall  be  exhibited, inscribed, painted or affixed by Tenant on any part of the
outside  or inside of the Premises or Building. In the event of the violation of
the foregoing by Tenant, Landlord may remove same without any liability, and may
charge  the  expense incurred by such removal to Tenant. Interior signs on doors
and  directory tablet, if any, shall be inscribed, painted or affixed for Tenant
by  Landlord  at  the expense of Tenant, and shall be of a size, color and style
acceptable  to the Landlord. Only Tenant named in the Lease shall be entitled to
appear on the directory tablet. Additional names may be added in Landlord's sole
discretion  under  such  terms  and  conditions  as  Landlord  may  approve.

3.  No  acids, vapors or other materials which may damage the waste lines, vents
or  flues of the Building shall be discharged or permitted to be discharged. The
water  and  wash  closets  and other plumbing fixtures shall not be used for any
purposes  other  than  those  for which they were constructed, and no sweepings,
rubbish,  rags,  or  other  substances  shall  be  thrown  therein.  Alt damages
resulting  from  any misuse of the fixtures shall be borne by the Tenant who, or
whose  servants,  employees, agents, visitors or licensees shall have caused the
same.

4.  Tenant shall not drill into or in any way deface any part of the Premises or
the  Building  other  than  normal  hanging of pictures on the interior walls or
installation  of  partitions within the Premises. Tenant shall not lay linoleum,
or  other  similar floor covering, so that the same shall come in direct contact
with  the floor of the Premises, and if linoleum or other similar floor covering
is desired to be used, an interlining of builder's deadening felt shall be first
affixed to the floor, by a paste or other material, soluble in water, the use of
cement  or  other  similar  adhesive  material  being  expressly  prohibited.

5. No bicycles, vehicles or animals of any kind shall be brought into or kept in
or  about  the  Premises.  Tenant  shall  not  cause  or  permit  any unusual or
objectionable  odors  to  be produced upon or permeate from the Premises. Tenant
shall  not  throw  anything out of the doors, windows, or skylights, or down the
passageways.  No  noise, which, in the judgment of Landlord, might disturb other
tenants  in the Building, shall be made or permitted by Tenant. No cooking shall
be done in the Premises. Nothing shall be done or permitted in the Premises, and
nothing  shall  be  brought  into or kept in the Premises, which might impair or
interfere  with any of the building services or the proper and economic heating,
cleaning  or  other  servicing  of  the  Building or the Premises, or the use or
enjoyment  by  any  other tenant of any other premises. Tenant shall not install
any  ventilating,  air  conditioning,  and  electrical or other equipment of any
kind, which, in the judgment of the Landlord; might cause any such impairment or
interference.  No  dangerous,  inflammable,  combustible  or explosive object or
material  shall be brought into the Building by Tenant or with the permission of
Tenant.

6.  No  additional  locks  or  bolts of any kind shall be placed upon any of the
doors  or  windows by Tenant, nor shall any changes be made in existing locks or
the  mechanism  thereof.  Tenant  must,  upon  the  termination of this tenancy,
restore  to  Landlord  all  keys  of  stores,  offices  and toilet rooms, either
furnished  to, or otherwise procured by, Tenant, and in the event of the loss of
any  keys  so  furnished,  Tenant  shall  pay  to  Landlord  the  cost  thereof.

7.  Landlord  may  require  any  person leaving the Building with any package or
other  object  or  matter  to  submit  a pass, listing such package or object or
matter,  from  the tenant from whose Premises the package or object or matter is
being  removed,  but the establishment and enforcement of such requirement shall
not  impose  any  responsibility  on  Landlord  for the protection of any tenant
against  the  removal  of  property  from  the Premises of such tenant. Landlord
shall,  in  no  way,  be  liable  to Tenant for damages or loss arising from the
admission,  exclusion  or  ejection of any person to or from the Premises or the
Building  under  provisions  of  this Rule. Landlord may refuse admission to the
Building  outside  of  ordinary  business  hours  to any person not known to the
watchman  in  charge  or  not having a pass issued by Landlord, or not otherwise
properly  identified,  and  may  require  all persons admitted to or leaving the
Building  outside  of  ordinary business days to register. Landlord will furnish
passes  to  persons  from  whom Tenant requests same in writing. Tenant shall be
responsible  for  all  persons for whom Tenant has requested a pass and shall be
liable  to  Landlord for all acts of such persons. Any person, whose presence in
the  Building  at any time shall, in the judgment of Landlord, be prejudicial to
the safety, character, reputation or interest of the Building or its tenants may
be  denied  access  to  the  Building  or  may  be ejected therefrom. In case of
invasion,  riot,  public  excitement or other commotion Landlord may prevent all
access  to the Building during the continuance of the same, by closing the doors
or  otherwise,  for  the safety of the tenants and protection of property in the
Building.

8.  Tenants  shall  not  engage  or  pay any employees on Premises, except those
actually  working  for  Tenant  on  the  Premises,  nor  advertise
for  employees  who  will  work  at  locations  other  than  the  Premises.

9.  Tenant,  before closing and leaving the Premises at any time, shall see that
all windows are closed, and all lights are turned out. All entrance doors in the
Premises  shall  be  left  locked  by  Tenant  when the Premises are not in use.
Entrance  doors  shall  not  be  left  open  at  any  time.

10.  Unless  Landlord  shall  furnish  electrical  energy hereunder as a service
included  in  the  Fixed  Rent, Tenant shall, at its expense, provide artificial
light  for  the  employees  of  Landlord or of Landlord's independent contractor
while  doing  janitor  service  or  other  cleaning,  and  in  making repairs or
alterations  in  the  Premises.

<PAGE>

11.     The  Premises  shall  not  be  used  for  lodging or sleeping or for any
immoral  or  illegal  purpose  ,

12.     The  requirements of Tenant will be attended to only upon application at
the  office  of  the  Building.  Employees  of Landlord shall not be required to
perform,  and  shall  not  be  requested  by  Tenant  to perform, any work or do
anything outside of their regular duties, unless under special instructions from
the  office  of  Landlord.

13.     Canvassing,  soliciting  and peddling in the Building are prohibited and
Tenant  shall  cooperate  to  prevent  the  same.

14.     There  shall  not  be  used  in any space, or in the public halls of the
Building,  either  by  Tenant  or  by  jobbers  or  others,  at  any  time,
any  hand  trucks,  except those equipped with rubber tires and side guards, and
such  other safeguards as Landlord shall require. Hand trucks shall be used only
in  the  Building's  service  elevators.

15.     Tenant  shall cooperate with Landlord in obtaining maximum effectiveness
of  the  air  conditioning  system  by  lowering  and  closing
venetian  blinds and/or drapes and curtains when the sun's rays fall directly on
the  windows  of  the  Premises.

16.     Tenant  shall  at  no time leave any merchandise, supplies, materials or
refuse  in  the  hallways  or  other  common  portions  of  the
Building  or  in any other area of the Building other than the demised premises.
Tenant covenants that all garbage and refuse shall be kept in proper containers,
securely covered, until removed from the Building so as to prevent the escape of
objectionable  fumes  and  odors  and  the  spread of vermin, and Tenant further
covenants  that  no  refuse  and/or  garbage shall be permitted to remain on the
sidewalks  adjacent  to  the  Building.

17.     Landlord  reserves the right to rescind, alter, waive or add any Rule or
Regulation  at
any  time  prescribed  for  the  Building when,in the exercise of its reasonable
judgment, it deems it necessary or desirable for the reputation, safety, care or
appearance  of  the  Building, or the preservation of good order therein, or the
operation  or  maintenance  of  the  Building  or  the equipment thereof, or the
comfort of tenants or others in the Building. No rescission, alteration, waiver,
or  addition of any Rule or Regulation in favor of one tenant shall operate as a
rescission,  alteration,  waiver  or  addition  in  favor  of  any other tenant.

<PAGE>


                                    EXHIBIT C
                                       C-1
                               CLEANING STANDARDS

I.     GENERAL  CLEANING  -  Nightly  -  Five  Times  a  Week.

1.     Empty  all  waste  receptacles.

     3.     Place  waste in bags furnished by Landlord and place in a designated
area.

4.     Dust  all  areas  within  reaching  distance,  which areas include window
sills,  wall  ledges,  desks,  tables,  file cabinets, and all office furniture,
provided  no  items  shall  be  moved  or  lifted  to  accomplish  such dusting.

     5.     Wipe  all  glass  top  desks  and  tables.

     6.     Sweep  all  tile  flooring.

     7.     Vacuum  or  carpet  sweep  all  carpeted  areas:

8.     Dust  interior  surfaces  of  elevator  cabs  and sweep tile flooring, or
vacuum  carpet.

     9.     Refill  toilet  tissue  dispensers  as  needed.

     10.     Set  out foul weather mats at Building entrance when necessary, and
clean  when  necessary.

11.     Dust  glass  on  Building  directory,

     12.     Lavatories:

(a)     Clean  all  bowls,  seats, urinals, washbasins and mirrors as necessary.

(b)     Clean  all  metal  work  as  necessary.

8     Empty paper towel and sanitary napkin receptacles and remove to designated
area.

(d)     Insert  toilet  tissue,  to  be  furnished  by  Landlord.

(e)     Sweep  and  mop  floors.

(f)      Dust  all  sills,  partitions  and  ledges  within reaching distance as
necessary.


II.     FLOOR  MAINTENANCE  (Common  Area)

     Elevator  Corridors  (and  Public  Corridors  on  Multi-Tenanted  Floors,
excluding  subtenants  of  Tenant  or  related
corporations  thereof).

(a)     Sweep  and  mop  all  stone  floors  weekly.

(b)      Damp  mop  and  buff  all  composition  flooring  twice  monthly.

8     Clean  and  wax  all  composition  tile  flooring  monthly.

III.     LIGHTS  (Common  Area)

     Dust  all  lighting  fixtures  quarterly  in  the  public  areas.


<PAGE>

IV.     MAINTENANCE  OF  LAVATORIES

     1.  Damp-wipe  booth  partitions  monthly.

     2.  Wash  tile  walls  quarterly.

     3.  Wash  interior  of  waste  cans  and  sanitary  containers  bimonthly.


V.     STAIRWAYS

     1.  Sweep  and  dust  stairways  weekly.

     2.  Mop  stairways  weekly.


VI.     WINDOWS

     Clean all windows inside and outside every quarterly subject to Unavoidable
Delays.


VII.     EXTERMINATION

     Provide  extermination  services  for  public  areas  monthly.

VIII.     SNOW  REMOVAL

     Remove  snow,  if  necessary,  during  usual  business  hours.