EXHIBIT 10.34

                                J NET VENTURES I LLC


                                          June 29, 2001



Michael J. Donahue
c/o InterWorld Corporation
395 Hudson Street
New York, New York 10014

      Re:   Termination of Amended and Restated Loan Assumption and
            Forbearance Agreement

Dear Michael:

     Your attention is brought to the Loan Assumption and Forbearance
Agreement entered into as of October 12, 2000, as amended and restated on
April 4, 2001, by and among Michael J. Donahue, Excalibur Polo Farm, LLC,
Ginny Bond Donahue (solely as it relates to Section 5 of the Agreement) and J
Net Ventures I LLC (the "Agreement").  All capitalized terms used herein but
not otherwise defined shall have the meanings set forth in the Agreement.  As
previously discussed, an Event of Default has occurred under the Agreement.
Accordingly, all outstanding Obligations payable thereunder are immediately
due and payable.

     You hereby represent, warrant and acknowledge that, except as set forth
on Schedule A attached hereto, you have no assets and you are unable to
satisfy the Obligations under the Agreement.  As payment for the release of
your liability for the Obligations, you hereby agree to sell, assign,
transfer and convey all beneficial title and ownership of the Stock
Collateral and Additional Collateral, including all of the Mortgaged
Property, and we hereby accept such beneficial title and ownership of the
Stock Collateral and the Additional Collateral, including all of the
Mortgaged Property.  Notwithstanding anything to the contrary herein, the
Additional Collateral and the Mortgaged Property shall include a tractor and
trailer currently a part of the Mortgaged Property.  Furthermore, Lender
hereby agrees to undertake to discharge any amounts currently owed to 5 Star
Builders of West Palm Beach, Inc., in any event not to exceed $100,000.  The
fair market value of the Stock Collateral and the Additional Collateral is
$204,979 and $6,300,000, respectively.  Any obligation on your part to pay us
the difference between the Obligations and the sum of the fair market value
of the Stock Collateral and the Additional Collateral is hereby forgiven and
the Agreement is hereby terminated.  In connection with the foregoing, you
hereby agree to take such actions and to execute such documents or
instruments as are necessary to effect the aforementioned transfer of title
and ownership including, but not limited to execution of an appropriate stock
power and deed.

     Under the Agreement, Lender was to have consented to your borrowing up
to $800,000 secured by a lien on the Additional Collateral to pay taxes due.
Lender hereby agrees that in September 2001, it shall loan you up to
$800,000; provided such loan shall accrue interest at 8% per annum and;
provided, further, that such loan be secured by the collateral set forth on
Schedule B attached hereto.  Interest shall be paid quarterly with a minimum
annual principal payment of $200,000 made at the end of each year.  You may
prepay such amount without penalty, in whole or in part, at any time,
together with any interest unpaid and accrued to the date of such prepayment,
without the consent of Lender.  Furthermore, such loan amount shall be paid
directly by Lender to such Governmental Authority in satisfaction of any
Indebtedness owed by you or Excalibur to such Governmental Authority.  A loan
agreement, consistent with the terms of this letter and executed by all
parties whose Indebtedness to a Governmental Authority is satisfied by such
loan amount, will be executed at such time.

     In advance of our execution of this letter, which terminates the
Agreement, you shall have provided Lender with the following:

     1.  all bank statements for you and Excalibur for the fourth quarter of
         the year 2000 through the date hereof;

     2.  all previously filed tax returns for you and Excalibur for the years
         2000 and 2001;

     3.  a current financial statement for you and Excalibur, including a
         current balance statement and a statement of cash flows for the
         years 2000 and 2001; and

     4.  all tax assessment documentation relating to the real property held
         by Excalibur.

     You also acknowledge that this is your entire understanding of the
matters discussed herein and that, except for the Agreement, there is not nor
has there been agreement or understanding between you or Excalibur and Lender
or any of its officers, directors or affiliates, with respect to the matters
referred to in this letter.

     If you agree with the foregoing, please confirm and acknowledge your
agreement to the foregoing by placing your signature below and returning this
letter via facsimile and overnight courier to our attention.

                                          Very truly yours,

                                          J NET VENTURES I LLC


                                          By: /s/  Mark W. Hobbs
                                          ____________________________
                                          Name:   Mark W. Hobbs
                                          Title:  Authorized Signatory

Accepted and agreed on the _____ day of   June 2001.

By: /s/ Michael J. Donahue
    ______________________
    Michael J. Donahue

Excalibur Polo Farm, LLC


By: /s/ Michael J. Donahue
    _____________________________
    Michael J. Donahue, as member

    /s/ Ginny Bond Donahue
    _____________________________
    Ginny Bond Donahue, as member

With respect solely to the matters set forth in Section 5 of the Agreement:

    /s/ Ginny Bond Donahue
    _____________________________
    Ginny Bond Donahue, as member


                                SCHEDULE A

Schedule of Assets of Michael J. Donahue and Excalibur Polo Farm, LLC

Michael J. Donahue

[          ]


Excalibur Polo Farm, LLC

[          ]


                                SCHEDULE B


Limited Partnership Interests & Other Securities:

     Gryphon Holdings, L.P.
     Shantih LLC (formerly Cavayla, LLC)
     Sundari
     Sun Squared LLC
     UGO Networks

8 Horses located in North Carolina