Exhibit 10.1.1

                                LEASE AGREEMENT

1.   PARTIES.

THIS AGREEMENT, made the 1 st day of March, Two Thousand (2000), by and
between Papillon Contractors Inc, Attention: Marvin Papillon 816 N Ninth
Street Stroudsburg PA 18360(hereinafter called "Lessor"), of the one part, and
That Look.com Inc. a Nevada Corporation and Gerald A. Powell a single man 30
Chatham Hill Rd Stroudsburg PA 18360 (hereinafter called "Lessee"), of the
other part.

2.   PREMISES.

WITNESS TO THAT: Lessor does hereby demise and let unto Lessee that certain
building located at 1273 N. 9th Street in Stroud Township formerly known as
Barnaby's Bar in the County of Monroe County, State of Pennsylvania, to be
used and occupied for office activities.

3.   TERM.

This lease is for a term of three (3) years beginning the first (1st) day of
April, Two Thousand (2000), and ending the thirty (30th) day of March, Two
Thousand Three (2003) and (1) two year option to begin April 1, 2003.

4.   MINIMUM RENT,

for the total rent as follows:

(a)   Eighty Three Thousand two hundred Dollars ($83,200.00 ) paid annually,
for three (3) years, payable in monthly installments of Six Thousand Nine
hundred and Ninety three dollars and thirty three cents ($6,933.33) each
month, payable in advance on the first day of each month, beginning the first
day of April, 2000 , the first installment (April rent) to be paid at the time
of signing this Lease.

(b) Eighty Six Thousand Five Hundred Twenty Eight Dollars ($86,528.00)
annually, for the (1) two year option, payable in monthly installments of
Seven Thousand Two Hundred Ten dollars and sixty seven cents ($7,210.67) each
month, payable in advance on the first day of each month.

5.   INABILITY TO GIVE POSSESSION.

If Lessor is unable to give Lessee possession of the demised premises, as
herein provided, by reason of the holding over of a previous occupant, or by
reason of any cause beyond the control of the Lessor, the Lessor shall not be
liable in damages to the Lessee therefore, and during the period of the Lessor
is unable to give possession, all rights and remedies of both parties
hereunder shall be suspended.








6.    ADDITIONAL RENT.

(a)   Damages for Default. Lessee agrees to pay as rent in addition to the
minimum rental herein reserved any and all sums which may become due by reason
of the failure of Lessee to comply with all the covenants of this lease and
pay any and all damages, costs and expenses which the Lessor may suffer or
incur by reason of any default of the Lessee or failure on his part to comply
with the covenants of this lease, and each of them, and also any and all
damages of the demised premises caused by an act or neglect of the Lessee.

(b)   Late Payment Fee. Failure to make timely payments of the rental shall
and will result in a late payment fee of $350.00 Dollars after ten (10) day
grace period.

(c)   Worthless Check. A charge of $85.00 Dollars will be made for each
worthless check, draft or money order presented to the Lessor or Management
Company.

(d)   Water Rent. Lessee further agrees to pay as additional rent, all water
usage consumed at the demised premises if the same becomes due, excluding hook
ups fees, installation of meters and or other charges required to hook into
Stroudsburg Water Authority to the premises (if applicable).

(e)   Sewer Rent. Lessee further agrees to pay an additional rent, all sewer
usage charges for use of sewers servicing the demised premises if the same
becomes due, excluding hook ups fees, installation and or other charges
required to hook into Stroud Township Sewer Authority to the premises (if
applicable).

(f)   Lessee shall cause all water, sewer and any other utility bills to be
registered in Lessee's name as of the inception date of the Lease and shall
pay the same on a current basis. In the event that Lessor shall be required to
pay or shall pay, any bills for such utilities, such payments shall be
chargeable to Lessee as additional rent hereunder.

(g)   CAM Charges. Lessee is responsible for CAM charges of the premises.
These charges include outside parking lot lighting, parking lot maintenance,
snowplowing and landscaping or any other essential services as necessary.
These charges will be billed under separate cover (if provided) by Lessor and
are due and payable upon receipt of billing.

7.   PLACE OF PAYMENT.

All rents shall be payable without prior notice of demand at the office of
Papillon Contractors Inc. 816 N. Ninth Street, Stroudsburg, PA 18360 or at
such other place as Lessor may from time to time designate by notice in
writing.












8.   AFFIRMATIVE COVENANTS OF LESSEE.
Lessee covenants and agrees that he will without demand

(a)   Payment of Rent. Pay the rent and all other charges herein reserved as
rent on the days, times and at the place that the same are made payable,
without fail, and if Lessor shall at any time or times accept said rent or
rent charges after the same shall have become due and payable, such acceptance
shall not excuse delay upon subsequent occasions, or constitute or be
construed as a waiver of any of Lessor's rights. Lessee agrees that any charge
or payment herein reserved, included or agreed to be treated as rent and/or
any other charges or taxes, expenses, or costs herein agreed to be paid by the
Lessee may be proceeded for and recovered by the Lessor by distraint or other
process in the same manner as rent due and in arrears. Any rent that remains
due fifteen (15) days after the due date will constitute a breach of this
lease (Section 14)

(b)  Cleaning, Repairing, etc. Keep the demised premises clean and free from
all debris, dirt and other refuse matter; keep the grounds and shrubbery
between the buildings and on-site paving, maintained in a neat condition;
replace all glass windows, doors, etc., broken; keep all waste and rain pipes
open; keep the same in good order and repair as they now are, reasonable wear
and tear and damage by accidental fire or other casualty not occurring through
negligence or Lessee or those employed by or acting for Lessee alone excepted.
The Lessee agrees to surrender the demised premises in the same condition in
which Lessee has herein agreed to keep the same during the continuance of this
Lease.

(c)   Requirements of Public Authorities. Comply with any requirements of any
of the constituted public authorities, and with the terms of any State or
Federal statute or local ordinance or regulation applicable to Lessee or his
use of the demised premises, and save Lessor harmless from penalties, fines,
costs or damages resulting from failure to do so.

(d)   Fire. Use every reasonable precaution against fire

(e) Surrender of Possession. Peaceably deliver up and surrender possession of
the demised premises to the Lessor at the expiration or sooner termination of
this lease, promptly delivering to Lessor at his office all keys for the
demised premises.

(f)   Notice of Fire, etc. Give to Lessor prompt written notice of any
accident, fire or damage occurring on or to the demised premises.

(g)   Condition of Pavement. Lessee shall be responsible for the condition of
the pavement, curb, cellar doors, awnings and other erections in the pavement
during the term of this lease; shall keep the pavement free from snow and ice;
and shall be and hereby agrees that Lessee is solely liable for any accidents,
due or alleged to be due to their defective conditions, or to any
accumulations of snow and ice, excepting only defective conditions due to
negligent construction or installation of any driveway, parking area or
walker.









(h)   Agency on Removal. The Lessee agrees that if, with the permission in
writing of Lessor, Lessee shall vacate or decide at any time during the term
of this lease, or renewal thereof, to vacate the herein demised premises prior
to the expiration of this lease, or any renewal hereof, Lessee will not cause
or allow any other agent to represent Lessee in any subletting or reletting of
the demised premises other than an agent approved by the Lessor and that
should Lessee do so or attempt to do so, the Lessor may removed any signs that
may be placed on or about the demised premises by such other agent without any
liability to Lessor or to said agent, the Lessee assuming all responsibility
for such action.

(I)   Payment of Utilities. Pay the charges for heat, electric, telephone or
any other utility charges incurred in connection with the leased premises.

(j)   Insurance. The Lessee agrees to maintain public liability insurance with
policy limits of not less than One Million ($1,000,000.00) Dollars and name
the Lessor as additional insured. The Lessee also agrees to pay Lessor that
part of the Lessors property insurance policy that represents Seven Hundred
Thousand Dollars ($700,000.) as additional rent during the time this lease is
in effect. Lessee agrees that any charge or payment herein reserved, included
or agreed to be treated as rent and/or any other charges or taxes, expenses,
or costs herein agreed to be paid by the Lessee may be proceeded for and
recovered by the Lessor by distraint or other process in the same manner as
rent due and in arrears.

9.    NEGATIVE COVENANTS OF LESSEE.

Lessee covenants and agrees that is will do none of the following things
without the consent of Lessor:

(a)   Use of Premises. Occupy the demised premises in any other manner or for
any other purpose than as an office and telecommunications center.

(b)   Assignment and Subletting. Assign, mortgage or pledge this Lease or
under-let or sub-lease the demised premises, or any part thereof, or permit
any other person, firm or corporation to occupy the demised premises, or any
part thereof. If the Lessee becomes embarrassed or insolvent, or makes an
assignment for the benefit of creditors, or if a petition in bankruptcy is
filed by or against the Lessee or a bill in equity or other proceeding for the
appointment of a receiver for the Lessee is filed, or if the real or personal
property of the Lessee shall be sold or levied upon by an Sheriff, Marshall or
Constable, the same shall be a violation of this covenant.

(c)   Signs. Any sign placed on or in any part of the premises except
accordance of existing ordinances and or location of existing Hospice sign.
Lessee shall remove any sign, painted, placed or erected, if permission has
been granted and restore the walls, etc. to their former conditions, at or
prior to the expiration of the Lease. In case of the breach of this covenant
(in addition to all other remedies given to Lessor in case of breach of any
conditions or covenants of this lease) Lessor shall have the privilege of
removing said sign and restoring said walls, etc., to their former condition,
and Lessee, at Lessor's option, shall be liable to Lessor for any and all
expenses so incurred by Lessor.




(d)   Alterations, Improvements. Make any structural alterations, structural
improvements, or additions to the demised premised without the written
permission of the Lessor. Lessee also agrees to provide Lessor with a
conceptual floor plan of renovations to be done at the premises and Lessor
agrees to promptly review said plans and approve or disapprove said
alterations, improvements or additions. Any alterations, additions, or
improvements shall be performed by Lessor with the reasonable cost and expense
thereof to be paid by Lessee. All alterations, improvements, additions or
fixtures, whether installed before or after the execution of this lease, shall
remain upon the premises at the expiration or sooner determination of this
lease and become the property of Lessor, unless Lessor shall, prior to the
determination of this lease, have given written notice to Lessee to remove the
same, in which event Lessee will removed such alterations, improvements and
additions and restore the premises to the same good order and condition in
which they now are. Should Lessee fail so to do, Lessor may do so, collecting
at Lessor's option the cost and expense thereof from Lessee as additional
rent. Lessee accepts the premises in an "as is" condition.

(e)   Machinery. Use or operate any machinery that, in Lessor's opinion is
harmful to the building or disturbing to other tenants occupying other parts
thereof.

(f)   Weights. Place any weights in any portion of the demised premises beyond
the safe carrying capacity of the structure.

(g)   Fire Insurance. Do or suffer to be done, any act, matter or thing
objectionable to the fire insurance companies whereby the fire insurance or
any other insurance now in force or hereafter to be placed on the demised
premises, or any part thereof, or on the building of which the demised
premises may be a part, shall become void or suspended, or whereby the same
shall be rated as a more hazardous risk than at the date of execution of this
lease, or employee any person or persons objectionable to the fire insurance
companies or carry or have any benzine or explosive matter of any kind in and
about the demised premises. In case of a breach of this covenant (in addition
to all other remedies given to Lessor in care of the breach of any of the
conditions or covenants of this Lease) Lessee agrees to pay to Lessor as
additional rent any and all increase or increases in premiums on insurance
carried by Lessor on the demised premises, or any part thereof, or on the
building of which the demised premises may be a part caused in any way the
occupancy of Lessee.

(h)   Removal of Goods. Remove, attempt to remove or manifest an intention to
removed Lessee's goods or property from or out of the demised premises
otherwise than in the ordinary and usual course of business, without having
first paid and satisfied Lessor for all rent which may become due during the
entire term of this Lease.

(i)   Vacate Premises. Vacate or desert said premises during the term of this
lease, or permit the same to be empty and unoccupied.

(j)   Garbage/Trash Removal. Lessee shall be permitted to maintain a
"dumpster" or other suitable container for the storage and disposal of
garbage, trash or refuse to be located at the rear of the demised premises and
emptied on a reasonable frequent basis. No garbage, trash and/or refuse shall
be permitted outside of such dumpster or container.



10.   LESSOR'S RIGHTS,

Lessee covenants and agrees that Lessor shall have the right to do the
following things and matters in and about the demised premises.

(a)   Inspection of Premises. At all reasonable times by himself or his duly
authorized agents to go upon and inspect the demised premises and every part
thereof, and/or at his option to make repairs, alterations and additions to
the demised premises or the building of which the demised premises is a part.

(b)   Sale or Rent Sign - Prospective Purchasers or Tenants. To display a "For
Sale" sign at any time, and also, after notice from either party of intention
to terminate this lease, or at any time within three months prior to the
expiration of this lease, a "For Rent" sign, or both "For Rent" and "For Sale"
signs; and all of said signs shall be placed upon such part of the premises as
Lessor may elect and may contain such matter as Lessor shall require.
Prospective purchasers or tenants authorized by Lessor may inspect the
premises at reasonable hours at any time.

(c) Discontinue Facilities and Service. The Lessor may discontinue all
facilities furnished and services rendered, or any of them, by Lessor, not
expressly covenanted for herein, it being understood that they constitute no
part of the consideration for this Lease.

(d) Parking Spaces. The Lessor shall have the right to reconfigure or relocate
existing parking spaces in conjunction with the construction of additional
improvements provided that Lessee shall retain the same number of parking
spaces as currently exist.

11   RESPONSIBILITY OF LESSEE.

(a)   Lessee agrees to be responsible for and to relieve and hereby relieves
the Lessor for all liability by reason of any injury or damage to any person
or property in the demised premises, whether belonging to the Lessee or any
other person, caused by any fire, breakage or leakage in any part or portion
of the demised premises, or any part or portion of the building of which the
demised premises is a part, or from water, rain or snow that may leak into,
issue or flow from any part of the said premises, or of the building of which
the demised premises is a part, or from the drains, pipes, or plumbing work of
the same, or from any place or quarter, whether such breakage, leakage, injury
or damage be caused by or result from the negligence of Lessor or his servants
or agents or any person or persons whatsoever.

(b)   Lessee also agrees to be responsible for and to relieve and hereby
relieves Lessor from all liability by reason of any damage or injury to any
person or thing which may arise from or be due to the use, misuse, or abuse of
all or any of the elevators, hatches, openings, stairways, hallways, of any
kind whatsoever, which may exist or hereafter be erected or constructed on the
said premises, or from any kind of injury which may arise from any other cause
whatsoever on the said premises or the building of which the demised premises
is a part, whether such damage, injury, use, misuse or abuse be caused by or
result from the negligence of Lessor, his servants or agents or any other
person or persons whatsoever.




12.   RESPONSIBILITY OF LESSOR.

(a)   Total Destruction of Premises. In the event that the demised premises is
totally destroyed or so damaged by fire or other casualty not occurring
through fault or negligence of the Lessee or those employed by or acting from
him, that the same cannot be repaired or restored within a reasonable time,
this Lease shall absolutely cease and determine, and the rent shall abate for
the balance of the term.

(b)   Partial Destruction of Premises. If the damage caused as above be only
partial and such that the premises can be restored to their then condition
within a reasonable time, the Lessor may, at his option, restore the same with
reasonable promptness, reserving the right to enter upon the demised premises
for that purpose. The Lessor also reserves the right to enter upon the demised
premises whenever necessary to repair damage caused by fire or other casualty
to the building of which the demised premises is a part, even though the
effect of such entry be to render the demised premises or a part thereof
untenantable. In either event the rent shall be apportioned and suspended
during the time the Lessor is in possession, taking into account the
proportion of the demised premises rendered untenantable and the duration of
the Lessor's possession.

(c)   Repairs by Lessor. Lessor shall make such election to repair the
premises or terminate this lease by giving notice thereof to Lessee at the
leased premised within thirty days from the day Lessor received notice that
the demised premises had been destroyed or damaged by fire or other casualty,
however, Lessor agrees to deliver premises with all heat, air, HVAC Units, hot
water heaters, well and septic in good working order at the time Lessee takes
occupancy of the premises.

(d) Representations of Condition of Premises. Lessor shall not be liable for
any damage, compensation or claim by reason of inconvenience or annoyance
arising from the necessity of repairing any portion of the building, the
interruption in the use of the premises, or the termination of this lease by
reason of the destruction of the premises.

(e) Representation of Condition of Premises. The Lessor has let the demised
premises in their present condition and without any representations on the
part of the Lessor, his officers, employees, servants and/or agents. It is
understood and agreed that Lessor is under no duty to make repairs or
alterations at the time of letting or at any time thereafter, except as may be
specifically set forth herein.

(f)   Zoning. Lessor represents that the premises is zoned for general
commercial use and is not in any violation of said zoning. Lessee is advised
to confirm with Stroud Township that tenants intended use of premises is
allowed in said zoning district. Any permits (if any) to occupy the premises
are the responsibility of the Lessee.










13.   MISCELLANEOUS AGREEMENTS AND CONDITIONS.

(a) Waiver of Custom. It is hereby covenanted and agreed, any law, usage or
custom to the contrary notwithstanding, that Lessor shall have the right at
all times to enforce the covenants and provisions of this lease in strict
accordance with the terms hereof, notwithstanding any conduct or custom on the
part of the Lessor in refraining from so doing at any time or times; and,
further, that the failure of Lessor any time or times to enforce his rights
under said covenants and provisions strictly in accordance with the same shall
not be construed as having created a custom in any way or manner contrary to
the specific terms, provisions and covenants of this lease or as having in any
way or manner modified the same.

(b)   Conduct of Lessee. This lease is granted upon the express condition that
Lessee and/or the occupants of the premises herein leased, shall not conduct
themselves in a manner which the Lessor in his sole opinion may deem improper
or objectionable, and that if at any time during the term of this Lease or any
extension or continuation thereof, Lessee or any occupier of the said premises
shall have conducted himself, herself or themselves in a manner which Lessor
in his sole opinion deems improper or objectionable, Lessee shall be taken to
have broken the covenants and conditions of this lease, and Lessor will be
entitled to all the rights and remedies granted and reserved herein for the
Lessee's failure to observe any of the covenants and conditions of this Lease.

(c) Failure of Lessee to Repair. In the event of the failure to Lessee
promptly to perform the covenants of Section 8(b) hereof, Lessor may go upon
the demised premises and perform such covenants, the cost thereof, at the sole
option of Lessor, to be charged to Lessee as additional and delinquent rent.

14.   REMEDIES OF LESSOR

If the Lessee

(a)   Does not pay in full when due any and all installments of rent and/or
any other charge or payment herein reserved, included, or agreed to be treated
or collected as rent and/or any other charge, expense or cost herein agreed to
be paid by the Lessee or

(b)   Violates or fails to perform or otherwise breaks any covenant or
agreement herein contained; or

(c)   Vacates the demised premises or removes or attempts to removed or
manifests an intention to removed any goods or property therefrom otherwise
than in the ordinary and usual course of business without having first paid
and satisfied the Lessor in full for all rent and other charges then due or
that may thereafter become due until the expiration of the then current term,
above mentioned; or

(d)   Becomes embarrassed or insolvent, or makes an assignment for the benefit
of creditors, or if a petition in bankruptcy is filed by or against the
Lessee, or a bill in equity or other proceeding for the appointment of a
receiver for the Lessee is filer, or if proceedings for reorganization or for
composition with creditors under any State or Federal law be instituted by or
against Lessee, or if the real or personal property of the Lessee shall be
sold or levied upon by any Sheriff, Marshall or Constable;

then, and in any of said events, there shall be deemed to be a breach of this
lease, and thereupon ipso facto and without entry or other actions by Lessor
and with only written notice to the Lessee;

(1)   The Lessee shall pay a fee of eighty thousand dollars ($80,000) as well
as all other charges, payments, costs, and expenses herein agreed to be paid
by the Lessee, or at the option of Lessor any part thereof, and also all costs
and officers' commissions including watchmen's wages and further including the
five percent chargeable by Act of Assembly to the Lessor, shall, in addition
to any and all installments of rent already due and payable and in arrears
and/or any other charge or payment herein reserved, included or agreed to be
treated or paid by the Lessee which may be due and payable and in arrears, be
taken to be due and payable and in arrears as if by the terms and provisions
of this Lease, the balance of unpaid rent but in no event over $80,000 and
other charges, payments, taxes, costs and expenses were on that date payable
in advance; and if this Lease or any part thereof is assigned, or if the
premises or any part thereof is sub-let, Lessee hereby irrevocably constitutes
and appoints Lessor Lessee's agent to collect the rents due by such assignee
or sub-lessee and apply the same to the rent due hereunder without in any way
affecting Lessee's obligation to pay any unpaid balance of rent due hereunder;

(2)   This Lease and the term hereby created shall dete ne and become
absolutely void unless cured within forty five (45) days of said breech by
full payment of total past due amount. Lessor shall be entitled to recover
damages for such breach in an amount equal to the amount of rent reserved for
the balance of the term of this lease but in no event over $80,000 plus any
other money due and owed.

15.   FURTHER REMEDIES OF LESSOR

In the event of any default as above set forth in Section 14, the Lessor, or
anyone acting on Lessor's behalf, at Lessor's option:

(a)   may without notice or demand enter the demised premises, breaking open
locked doors if necessary to effect entrance, without liability to action for
prosecution or damages for such entry or for the a manner thereof, for the
purpose of distraining or levying and for any other purposes, and take
possession of and sell all goods and chattels at auction, on three days'
notice served in person on the Lessee or left on the premises, and pay the
said Lessor out of the proceeds, and even if the rent be not due and unpaid,
should the Lessee at any time remove or attempt to remove goods and chattels
from the premises without leaving enough thereon to meet the next periodical
payment, Lessee authorizes the Lessor to follow for a period of ninety days
after such removal, take possession of and sell at auction upon like notice,
sufficient of such goods to meet the proportion of rent accrued at the time of
such removal; and the Lessee hereby releases and discharges the Lessor, and
his agents, from all claims, actions suits, damages and penalties, for or by
reason or on account of any entry, distraint, levy, appraisement or sale;
and/or








(b)   may enter the premises after forty five (45) days, and without demand
proceed by distress and sale of the goods there found to levy the rent and/or
other charges herein payable as rent, and all costs and officers' commissions,
including watchmen's wages and sums chargeable to Lessor, and further
including a sum equal to 5% of the amount of the levy as commissions to the
constable or other person making the levy, shall be paid by the Lessee, and in
such case all costs, officers' commission and other charges shall immediately
attach and become part of the claim of Lessor for rent and any tender of rent
without said costs, commission and charges made after the issue of a warrant
of distress shall not be sufficient to satisfy the claim of the Lessor. Lessee
hereby expressly waives in favor of any limitation as to the goods upon which,
or the time within which, distress is to be made after removal of goods, and
further relieves the Lessor of the obligation of proving or identifying such
goods, it being the purpose and intent of this provision that all goods of
Lessee, whether upon the demised premises or not, shall be liable to distress
for rent. Lessee waives in favor of Lessor all right under the Act of assembly
of April 6, 1951, P.L. 69, and all supplements and amendments thereto that
have been or may hereafter be passed, and authorizes the sale of any goods
distrained for rent at any time after five days from said distraint without
any appraisement and/or condemnation thereof.

(c)   The Lessee further waives the right to issue a Writ of Replevin under
the Pennsylvania Rules of Civil Procedure, No. 1071 &c and Laws of the
Commonwealth of Pennsylvania, or under any other law previously enacted and
now in force, or which may be hereafter enacted for the recovery of any
articles, household good, furniture, etc., seized under a distress for rent or
levy upon an execution for rent, damages or otherwise; all waivers
hereinbefore mentioned are hereby extended to apply to any such action; and/or

(d) may lease said premises or any part or parts thereof to such person or
persons as my in Lessor's discretion seem best and the Lessor's discretion
seem best and the Lessee shall be liable for any loss of rent for the balance
of the then current term.

16.   CONFESSION OF JUDGEMENT.

If rent and/or any charges hereby reserved as rent shall remain unpaid for a
period of forty five (45) days when the same ought to be paid, Lessee hereby
empowers any Prothonotary, Clerk of Court or attorney of any Court of Record
to appear for Lessee in any and all actions which may be brought for rent
and/or the charges, payments, costs and expenses reserved as rent, or agreed
to be paid by the Lessee and/or to sign for Lessee an agreement for entering
in any competent Court an amicable action or actions for the recovery of rent
or other charges, payments, costs and expenses, and in said suits or in said
amicable action or actions to confess judgement against Lessee for all or any
part of the rent specified in this lease and then against Lessee for all or
any part of the rent specified in this lease and then unpaid including, at
Lessor's option, the rent for the entire unexpired balance of the term of this
lease, and/or other charges, payments, costs and expenses reserved as rent or
agreed to be paid by the Lessee, and for interest and costs together with any
attorney's commission of 15%. Such authority shall not be exhausted by one
exercise thereof, but judgement may be confessed as aforesaid from time to
time as often as any of said rent and/or other charges, payments, costs and
expenses, reserved as rent shall fall due or be in arrears, and such powers
may be exercised as well after the expiration of the original term and/or
during any extension or renewal of this Lease.

17.   EJECTMENT,

When this Lease shall be determined by condition broken and after said forty
five (45) days, either during the original term of this lease or any renewal
or extension thereof, and also when and as soon as the term hereby created or
any extension thereof shall have expired, it shall be lawful for any attorney
as attorney for Lessee to file an agreement for entering in any competent
Court an amicable action and judgement in ejectment against Lessee and all
persons claiming under Lessee for the recovery by Lessor of possession of the
herein demised premises, for which this Lease shall be his sufficient warrant,
whereupon, if Lessor so desires, a writ of Execution or of Possession may
issue forthwith, without any prior writ or proceedings whatsoever, and
provided that if for any reason after such action shall have been commenced
the same shall be determined and the possession of the premises hereby demised
remain in or be restored to Lessee, Lessor shall have the right upon any
subsequent default or defaults, or upon the termination of this lease as
hereinbefore set forth, to bring one or more amicable action or actions as
hereinbefore set forth to recover possession of the said premises.

18.   AFFIDAVIT OF DEFAULT.

In any amicable action of ejectment and/or for rent in arrears, Lessor shall
first cause to be filed in such action an affidavit made by him or someone
acting for him setting forth the facts necessary to authorize the entry of
judgement, of which facts such affidavit shall be conclusive evidence and if a
true copy of this lease (and of the truth of the copy such affidavit shall be
sufficient evidence) be filed in such action, it shall not be necessary to
file the original as a warrant of attorney, any rule of Court, custom or
practice to the contrary notwithstanding.

19.   WAIVERS BY LESSEE OF ERRORS RIGHT OF APPEAL, STAY EXEMPTION,
INQUISITION.

Lessee expressly agrees that any judgement, order or decree entered against
him by or in any Court or Magistrate by virtue of the powers of attorney
contained in this lease, or otherwise, shall be final, and that he will not
take an appeal, certiorari, writ of error, exception or objection to the same,
or file a motion or rule to strike off or open or to stay execution of the
same, and releases to Lessor and to any and all attorneys who may appear for
Lessee all errors in said proceedings, and all liability therefore. Lessee
expressly waives the benefits of all laws, now or hereafter in force,
exempting any goods on the demised premises, or elsewhere from distraint, levy
or sale in any legal proceedings taken by the Lessor to enforce any right
under this lease. Lessee further waives the right of inquisition on any real
estate that may be levied upon to collect any amount which may become due
under the terms and conditions of this Lease, and does hereby voluntarily
condemn the same and authorizes the Prothonotary or Clerk of Court to issue a
Writ of Execution or other process upon Lessee's voluntary condemnation, and
further agrees that the said real estate may be sold on a Writ of Execution or
other process. If proceedings shall be commenced by Lessor to recover
possession under the Acts of Assembly, either at the end of the term or sooner
termination of this lease, or for nonpayment of rent or any other reason
Lessee specifically waivers the right to the three months' notice and/or the
fifteen or thirty days' notice required by the Act of April 6, 1951, P.L. 69,
and agrees that ten (10) days' notice shall be sufficient in either or any
other case.



20.   RIGHT OF ASSIGNEE OF LESSOR

The right to enter judgement against Lessee and to enforce all of the other
provision of this lease hereinabove provided for may, at the option of any
assignee of this lease, be exercises by any assignee of the Lessor's right,
title and interest in this lease in his, her or their own name,
notwithstanding the fact that any or all assignments of the said right , title
and interest may not be executed and/or witnessed in accordance with the Act
of Assembly of May 28, 1715, 1 Sm. L. 90, and all supplements and amendments
thereto that have been or may hereafter be passed and Lessee hereby expressly
waives the requirements of said Act of Assembly and any and all laws
regulating the manner and/or form in which such assignments shall be executed
and witnessed.

21.   REMEDIES CUMULATIVE.

All of the remedies hereinbefore given to Lessor and all rights and remedies
given to him by law and equity shall be cumulative and concurrent. No
determination of this lease or the taking or recovering of the premises shall
deprive Lessor of any of his remedies or actions against the Lessee for rent
due at the time or which, under the terms hereof, would in the future become
due as if there has been no determination, or for any and all sums due at the
time of which, under the terms hereof, would be in the future become due as if
there had been no determination nor shall the bringing of any action for rent
or breach of covenant, or the resort to any other remedy herein provided for
the recovery of rent be construed as a waiver of the right to obtain
possession of the premises.

22.   CONDEMNATION.

In the event that the premises demised or any part thereof is taken or
condemned for a public or quasi-public use, this lease shall, as to the part
so taken, terminate as of the date title shall vest in the condemnor, and rent
shall abate in proportion to the square feet of leased space taken or
condemned or shall cease if the entire premises be so taken. In either event
the Lessee waives all claims against the Lessor by reason of the complete or
partial taking of the demised premises, and it is agreed that the Lessor shall
give notice of the partial or complete termination of this lease by reason of
the aforesaid, to Lessee within fifteen (15) days of Lessor's receipt of the
same.

23.   SUBORDINATION.

This Agreement of Lease and all its terms, covenants and provisions are and
each of them is subject and subordinate to any lease or other arrangement or
right to possession, under which the Lessor, is in control of the demised
premises, to the rights of the owner or owner's of the demised premises and of
the land or buildings of which the demised premises are a part, to all right
of the Lessor's landlord and to any and all mortgages and other encumbrances
now or hereafter placed upon the demised premises or upon the land and/or the
buildings containing the same; the Lessee expressly agrees that if Lessor's
tenancy, control or right to possession shall terminate either by expiration,
forfeiture or otherwise, then this lease shall thereupon immediately terminate
and the Lessee shall, thereupon, give immediate possession; the Lessee hereby
waives any and all claims for damages or otherwise by reason of such
termination as aforesaid.




24.   TERMINATION OF LEASE.

It is hereby mutually agreed that this Lease shall terminate at the end of
said term unless the extension or option of said Lease is otherwise mutually
agreed to in writing by the parties hereto.

25.   NOTICES.

All notices required to be given by Lessor to Lessee shall be sufficiently
given by registered mail to: That Look.com Inc c/o Gerald A. Powell 30 Chatham
Hill Rd Stroudsburg PA 18360, and notices given by Lessee to Lessor must be
given by registered mail to: Papillon Contractors Inc Attention Marvin
Papillon 816 N Ninth Street Stroudsburg PA 18360, and as against Lessor the
only admissible evidence that notice has been given by Lessee shall be a
registered return receipt signed by Lessor or his agent.

26.   LEASE CONTAINS ALL AGREEMENTS.

It is expressly understood and agreed by and between the parties hereto that
this lease and the riders attached hereto and forming a part hereof set forth
all of the promises, agreements, conditions or understandings, either oral or
written, between them other than are herein set forth. It is further
understood and agreed that, except as herein otherwise provided, no subsequent
alteration, amendment, charge or addition to this lease shall be binding upon
Lessor or Lessee unless reduced to writing and signed by them.

27.   HEIRS AND ASSIGNEES.

All right and liabilities herein given to, or imposed upon, the respective
parties hereto shall extend to and bind the several and respective heirs,
executors, administrators, successors and assigns of said parties; and if
there shall be more than on Lessee, they shall all be bound jointly and
severally by the terms, covenants and agreements herein, and the word "Lessee"
shall be deemed and taken to mean each and every person or party mentioned as
a Lessee herein, be the same one or more; and if there shall be more than one
Lessee, any notice required or permitted by the terms of this lease may be
given by or to any one thereof, and shall have the same force and effect as if
given by or to all thereof. The words "his" and "him" wherever stated herein
shall be deemed to refer to the "Lessor" and "Lessee" whether such Lessor or
Lessee be singular or plural and irrespective of gender. No right however,
shall inure to the benefit of any assignee of Lessee unless the assignment to
such assignee has been approved by Lessor in writing as aforesaid.















28.   SECURITY DEPOSIT.

Lessee shall, upon execution hereof, deposit with Lessor as security for the
performance of all the terms, covenants, and condition of this Lease, the sum
of Six Thousand Nine Hundred Thirty three dollars and thirty three
($6,933.33). The deposit is to be retained by Lessor until the expiration of
this lease and shall be returnable to Lessee provided the (1) premises have
been vacated; (2) Lessor shall have inspected the premises after such
vacation; and (3) Lessee shall have complied with all the terms, covenants,
and conditions of the lease, in which event the deposit so paid hereunder
shall be returned to Lessee; otherwise, said sum deposited hereunder or any
part thereof may be retained by Lessor at his option, as liquidated damages,
or may be applied by Lessor against any actual loss, damage or injury
chargeable to Lessee hereunder or otherwise, if Lessor determines that such
loss, damage or injury exceed said sum deposited. Lessor's determination of
the amount, if any, to be returned to Lessee shall be final. It is understood
that the said deposit is not to be considered as the last rental due to the
lease. Said security deposit will not be held in a non-interest bearing or any
other account.

29.   RECORDING.

This Agreement shall not be placed of record in the Monroe County Recorder's
Office or any other place of public record.

30.   READINGS NO PART OF LEASE.

Any headings preceding the text of the several paragraphs and sub-paragraphs
hereof are inserted solely for convenience of reference and shall not
constitute a part of this lease, nor shall they affect its meaning,
construction or effect.

31.   COMMISSIONS DUE BROKERS.

Lessor agrees to pay a real estate commission to the firm of Wilkins &
Associates Real Estate Inc in the amount of $6,500.00 to be paid at the time
the lease is signed by all parties and a real estate commission of $3,000.00
in the event this lease is extended beyond the three (3) year term and a real
estate commission of 2% of the sales price (to be paid at closing) in the
event the tenant purchases the premises.

32.   RIGHT OF FIRST REFUSAL.

Lessor hereby grants to the Lessee the right of first refusal to purchase the
premises. Lessor agrees in the event a bonafide offer to purchase the premised
is given to the Lessor, he will offer the Lessee the same terms and
conditions. The Lessee will then have ten (10) days to accept or reject the
terms and conditions by giving written to the Lessor.

33.    EXERCISE OF OPTION PERIOD

Lessor and Lessee hereby mutually agree that either party only with mutual
consent shall have the rights to exercise the (1) two year option under the
terms and conditions described in this Lease. Lessor and Lessee shall notify
one another with desire to exercise said option in writing not less than
ninety(90) days prior to the expiration of the Lease.



IN WITNESS WHEREOF, the parties hereto have executed these presents the day
and year first above written, and intend to be legally bound thereby.

SEALED AND DELIVERED IN THE PRESENCE OF:

/s/Marvin Papillion
-------------------                   ---------------------
PAPILLON CONTRACTING INC. Lessor      Witness
Marvin Papillon

/s/ Gerard A. Powell pres.            /s/ Vincent Trapasso
--------------------------            --------------------
ThatLook.com, Inc. President Lessee   Witness
Gerald A. Powell President

/s/ Gerard A. Powell                  /s/ Vincent Trapasso
-------------------------             --------------------
Gerald A. Powell a single man Lessee  Witness



w:\colleen\papillonlse.wpd