EX.-10.3

Assignment of Lease and Agreement between General Media, Inc. And 277 Park
Ave, LLC dated August 1998

EXHIBIT 10.3 TO QUARTERLY REPORT ON FORM 10-Q OF GENERAL MEDIA, INC.
<PAGE>

                       ASSIGNMENT OF LEASE AND AGREEMENT

            ASSIGNMENT OF LEASE AND AGREEMENT (this "Agreement"), dated as of
this __ day of August, 1998, by and between GENERAL MEDIA, INC., a Delaware
corporation, having an office at 277 Park Avenue, New York, New York ("Tenant")
and 277 PARK AVENUE, LLC, a Delaware limited liability company, having an office
at 277 Park Avenue, New York, New York ("Landlord").

                                   WITNESSETH

            WHEREAS, pursuant to a Lease, dated as of August 9, 1994, between
Tenant, as tenant, and Stanley Stahl d/b/a Stahl Park Avenue Co.,
predecessor-in-interest to Landlord, as landlord (the "Lease"), Tenant occupies
certain premises on the fourth floor (the "Premises") located in the building
known by the street address of 277 Park Avenue, New York, New York, which
Premises are more particularly described in the Lease; and

            WHEREAS, there exist certain disputes between Landlord and Tenant;
and

            WHEREAS, Tenant and Landlord desire to resolve their disputes and,
in connection therewith, (i) Landlord and Tenant have agreed to shorten the term
of the Lease and (ii) Landlord has agreed to take an assignment of Tenant's
interest in the Lease at anytime prior to the New Expiration Date (hereinafter
defined) and to release Tenant from any obligations under the Lease arising from
and after the effective date of such assignment.

            NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the monetary consideration described below and other good and valuable
consideration, the mutual receipt and legal sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:

            1. All capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Lease.

            2. The Lease is hereby amended to change the term of the Lease so
that same shall expire by its terms (unless earlier terminated pursuant to the
terms of the Lease, as amended by this Agreement, or pursuant to law) on January
31, 1999 (the "New Expiration Date"). All references in the Lease to the
Expiration Date shall be deemed references to the New Expiration Date. Tenant
shall quit and surrender the Premises to Landlord on or prior to the New
Expiration Date in accordance with all of the applicable provisions of the Lease
including, without limitation, Articles 21 and 34C(9) thereof.
<PAGE>

            3. Tenant may assign the Lease to Landlord and Landlord shall accept
an assignment of the Lease prior to the New Expiration Date at any time from and
after the date hereof by giving no less than ten (10) days' prior written notice
(an "Assignment Notice") to Landlord of its intention to do so (the date which
is ten (10) days following the giving of a Assignment Notice by Tenant and on
which Tenant actually assigns the Lease to Landlord is hereinafter referred to
as the "Effective Date"). Landlord and Tenant hereby acknowledge that two (2)
fully executed counterparts of an Assignment and Assumption of Lease, in the
form attached hereto as Exhibit A (the "Assignment Document") have been
delivered into escrow pursuant to the Escrow Agreement attached hereto as
Exhibit B (the "Escrow Agreement"). On or prior to the Effective Date, Tenant
shall vacate, quit and deliver to Landlord, as assignee, possession of the
Premises broom clean, free and clear of all tenants and occupants, with all of
Tenant's Property and any property of any subtenant or other occupant removed
therefrom and otherwise in the condition as would be required by the Lease at
the expiration of the term thereof. In the event the Lease is assigned as
aforesaid, and provided the Premises are delivered to Landlord on or prior to
the Effective Date, upon delivery of the Premises, Landlord shall sign and
deliver to Tenant, for Tenant's countersignature, a notice to the Escrow Agent
(as such term is defined in the Escrow Agreement) authorizing, inter alia, the
delivery of (i) a counterpart of the Assignment Document to each of Landlord and
Tenant which has been dated, as of the Effective Date, by the Escrow Agent and
(ii) the Assignment Payment to Tenant in accordance with Paragraph 4 below.
Provided the Premises is delivered to Landlord on or prior to the Effective Date
or, if the Lease is not so assigned, on or prior to the New Expiration Date, in
the condition required hereunder, upon the expiration of the Holding Period,
Landlord shall return to Tenant the security deposit being held by it pursuant
to Article 50 of the Lease.

            4. As consideration for Tenant's agreement to resolve its disputes
with Landlord and to release any claims which it may have against Landlord in
respect thereof and Tenant shall not be in default of any of its monetary
obligations under the Lease as of the Effective Date, Landlord shall pay to
Tenant, on the Effective Date, the following (the "Assignment Payment"): (i) if
the Effective Date occurs on or prior to October 31, 1998, Landlord shall pay to
Tenant the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000);
(ii) if the Effective Date occurs during the period commencing on November 1,
1998 and ending on November 30, 1998, both dates inclusive, Landlord shall pay
to Tenant the sum of One Million Four Hundred Fifty Thousand Dollars
($1,450,000); (iii) if the Effective Date occurs during the period commencing on
December 1, 1998 and ending on December 31, 1998, both dates inclusive, Landlord
shall pay to Tenant the sum of One Million Three Hundred Fifty Thousand Dollars
($1,350,000); and (iv) if the Effective Date occurs during the period commencing
on January 1, 1999 and ending on January 31, 1999, both dates inclusive,
Landlord shall pay to Tenant the sum of One Million Two Hundred Fifty Thousand
Dollars ($1,250,000). In the event the Effective Date does not occur prior to
the New Expiration Date, but Tenant delivers the Premises to Landlord, in the
condition required by the Lease, on or prior to January 31, 2001, Landlord
agrees to join with Tenant in delivering to Escrow Agent a joint notice, as
required pursuant to the terms of the Escrow Agreement, authorizing release of
the funds


                                       2
<PAGE>

remaining in escrow pursuant to the Escrow Agreement ($750,000 plus interest) to
Tenant. In the event the Effective Date does not occur prior to the New
Expiration Date, and Tenant does not deliver the Premises to Landlord, in the
condition required by the Lease, on or prior to January 31, 2001, Tenant agrees
that it shall not object to the payment of such remaining funds to Landlord.

            5. Tenant covenants, represents and warrants to Landlord that (i)
Tenant is the present tenant under the Lease and Tenant has not assigned,
conveyed, encumbered, pledged, sublet or otherwise transferred, in whole or in
part, its interest in the Lease, and, anything to the contrary contained in the
Lease notwithstanding, Tenant shall not do any of the foregoing prior to the
Effective Date, (ii) there are no persons or entities claiming under Tenant, or
who or which may claim under Tenant, any rights of possession with respect to
the Premises, and, anything to the contrary contained in the Lease
notwithstanding, Tenant shall not permit any such claim to arise prior to the
Effective Date, and (iii) Tenant has the right, power and authority to execute
and deliver this Agreement and to perform Tenant's obligations hereunder and
this Agreement is a valid and binding obligation of Tenant enforceable against
Tenant in accordance with the terms hereof, subject only to bankruptcy,
reorganization and other similar laws effecting the enforcement of creditors'
rights generally. The foregoing representations and warranties shall survive the
assignment of the Lease.

            6. Tenant shall pay to Landlord all fixed rent and additional rent
(as such terms are defined in the Lease) and other amounts and charges due or to
become due under the Lease through and including the Effective Date. If at any
time after the Effective Date, it shall be determined that any fixed rent,
additional rent or other sums and charges shall have been due and payable for
any period prior to the Effective Date, Tenant shall pay such amounts to
Landlord within ten (10) days after rendition of a bill therefor. If at any time
after the Effective Date, it shall be determined that Tenant has overpaid any
additional rent or other sums and charges under the Lease for any period prior
to the Effective Date, Landlord shall pay such amounts to Tenant promptly after
such determination is made. In addition, any and all escalations of any sort
required to be paid by Tenant under the Lease shall be apportioned as of the
Effective Date, and the obligation to pay any such escalations shall survive the
Effective Date. The terms and provisions of this Paragraph 5 shall survive the
Effective Date.

            7. Effective as of the Effective Date, Tenant hereby releases
Landlord and its successors and assigns from all claims, obligations and
liabilities of every kind and nature whatsoever, arising out of, or in
connection with, the Premises or the Lease.

            8. Provided Tenant shall have satisfied all of its obligations under
this Agreement (other than those obligations which by the terms of this
Agreement or the Lease are to be performed after the Effective Date), Landlord,
on the Effective Date, shall accept Tenant's assignment of the Lease and,
effective as of the Effective Date (but subject to the foregoing proviso),
hereby releases Tenant and its successors and assigns from all claims,
obligations and liabilities of every kind and nature whatsoever arising out of,
or in connection with, the Premises


                                       3
<PAGE>

or the Lease. Notwithstanding the foregoing, Tenant shall not be released from
(i) any covenant, representation or warranty contained in this Agreement, which
by the terms of this Agreement is specifically stated to survive the assignment
of the Lease and the Effective Date and (ii) from any obligation or liability
arising out of or under the Lease prior to the Effective Date or arising in
connection with Tenant's delivery of the Premises to Landlord on or prior to the
Effective Date.

            9. Landlord and Tenant each represents and warrants to the other
that it has not dealt with any broker in connection with this Agreement and the
transactions contemplated hereby other than Newmark & Company Real Estate, Inc.
(the "Broker"), the fees of which Broker shall be paid by Tenant pursuant to a
separate agreement. Tenant agrees to indemnify, defend and hold Landlord
harmless from and against any and all loss, costs, damage and expense,
including, without limitation, reasonable attorneys fees and disbursements,
incurred by Landlord by reason of any claims of, or liability to, any broker,
including the Broker, who shall claim to have dealt with Tenant in connection
with this agreement or the transactions contemplated hereby. Landlord agrees to
indemnify, defend and hold Tenant harmless from and against any and all loss,
costs, damage and expense, including, without limitation, reasonable attorneys
fees and disbursements, incurred by Tenant by reason of any claims of, or
liability to, any broker, other than the Broker, who shall claim to have dealt
with Landlord in connection with this agreement or the transactions contemplated
hereby. The provisions of this Paragraph 9 shall survive the assignment of the
Lease and the Effective Date.

            10. Tenant (i) shall pay any and all taxes imposed by any
governmental authority in connection with this Agreement or the consummation of
the transactions contemplated hereby, if any, and (ii) does hereby agree to
indemnify and hold Landlord harmless of and from any taxes imposed by any
governmental authority by reason of the execution and delivery of this Agreement
and the consummation of the transaction contemplated hereby, if any, and all
expenses related thereto, including, without limitation, reasonable attorneys
fees and disbursements. The provisions of this Paragraph 10 shall survive the
Effective Date.

            11. Neither the members comprising Landlord, nor the shareholders
(nor any of the partners comprising same), partners, directors or officers of
any of the foregoing (collectively, the "Parties") shall be liable for the
performance of Landlord's obligations under this Agreement. The liability of
Landlord for Landlord's obligations under this Agreement shall not exceed and
shall be limited to Landlord's interest in the Building and Tenant shall not
look to the property or assets of any of the Parties in seeking either to
enforce Landlord's obligations under this Agreement or to satisfy a judgment for
Landlord's failure to perform such obligations.

            12. Landlord and Tenant, each upon request of the other, at any time
and from time to time hereafter and without further consideration, shall
execute, acknowledge and deliver to the other any instruments or documents, or
take such further action, as shall be reasonably requested or as may be
necessary more effectively to assure the assignment of the Lease and the full
benefits intended to be created by this Agreement.


                                       4
<PAGE>

            14. This Agreement shall not be binding upon or enforceable against
Landlord unless and until a fully executed counterpart of this Agreement shall
have been unconditionally delivered to Tenant.

            15. As modified by this Agreement, the Lease and all covenants,
agreements, terms and conditions thereof shall remain in full force and effect
and are hereby in all respects ratified and confirmed.


                                       5
<PAGE>

            IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed as of the day and year first above written.

                                    277 PARK AVENUE, LLC, Landlord

                                    By: PARK AVENUE MANAGEMENT
                                        CORPORATION, a Delaware
                                        corporation, its Co-Managing Member

                                    By: /s/ Stanley Stahl
                                           -----------------------------------
                                           Name:
                                           Title:


                                    By: PAMC CO-MANAGER, INC.,
                                        a Delaware corporation, its Co-
                                        Managing Member

                                    By: /s/ Stanley Stahl
                                           -----------------------------------
                                           Name:
                                           Title:


                                    GENERAL MEDIA, INC., Tenant

                                    By: /s/ Robert H. Altman
                                           -----------------------------------
                                           Name:
                                           Title:

                                    By: /s/ Patrick J. Gavin
                                           -----------------------------------
                                           Name:
                                           Title:


                                       6
<PAGE>

                                  Exhibit "A"

                       Assignment and Assumption of Lease

                                 [see attached]
<PAGE>

                       ASSIGNMENT AND ASSUMPTION OF LEASE

The parties agree as follows:

Date:       199

Parties:    Assignor: General Media, Inc., a Delaware corporation
            Address:  277 Park Avenue, New York, New York

            Assignee: 277 Park Avenue, LLC, a Delaware limited liability company
            Address:  277 Park Avenue, New York, New York

            If there are more than one Assignor or Assignee, the words "Assignor
            and "Assignee" shall include them.

Lease 
Assigned:   The Lease which is assigned herein is identified as follows:

            Landlord  Stanley Stahl d/b/a/ Stahl Park Avenue Co., 
                      predecessor-in-interest to 277 Park Avenue, LLC
            Tenant    General Media, Inc., a Delaware corporation
            Date      August 9, 1994
            Premises: Fourth Floor of the building known by the street address
                      of 277 Park Avenue, New York, New York

No Merger:  Without the written consent of Landlord, Landlord's fee estate and
            Assignee's leasehold estate shall remain distinct and separate
            estates and shall not merge, notwithstanding the acquisition of both
            such fee estate and such leasehold estate by Landlord, as Assignee.

Consider-
ation:      Assignor has received Ten ($10.00) dollars and other good and 
            valuable consideration for this Assignment.

Comment:    Assignor assigns to the Assignee all the Assignor's right, title and
            interest in the Lease.

Assumption: Assignee agrees to pay the rent promptly and perform all of the
            terms of the Lease as of the date of this Assignment. Assignee
            assumes full responsibility for the Lease as if Assignee signed the
            Lease originally as Tenant.

Indemnity:  Assignee agrees to indemnify and hold Assignor harmless from any
            legal actions, damages and expenses, including legal fees that the
            Assignor may incur arising out of the Lease.

Benefit to 
Landlord:   Assignee agrees that the obligations assumed shall benefit the
            landlord named in the Lease as well as the Assignor.

Assignor's  
Statements: Assignor states that Assignor has the right to assign this Lease and
            that the premises are free and clear of any judgments, executions,  
            liens, taxes and assessments.                                       
            
Assignee's    
Statement:  Assignee states that Assignee has read the Lease and has received  
            the original or an exact copy of the Lease.                      
            
Successors: This assignment is binding on all parties who lawfully succeed to
            the rights or take the place of the Assignor or Assignee.

Margin 
Headings:   The margin headings are for convenience only.

Signatures: Assignor and Assignee have signed this Assignment as of the date at
            the top of the first page.

WITNESS

--------------------------------


ASSIGNOR

[signature page attached hereto]
--------------------------------

/s/ Patrick J. Gavin
--------------------------------


ASSIGNEE

[signature page attached hereto]
--------------------------------

--------------------------------
<PAGE>

--------------------------------------------------------------------------------

General Media, Inc.

                                                                        Assignor

277 Park Avenue, LLC

                                                                        Assignee

--------------------------------------------------------------------------------

                              Assignment of Lease
                                with Assumption

--------------------------------------------------------------------------------

Dated, ....................... July .................. 1998

--------------------------------------------------------------------------------

STATE OF
COUNTY OF

On the          day of            19  , before me personally came               
to me known to be the individual described in and who executed the foregoing
instrument, and acknowledged that                executed the same.


STATE OF
COUNTY OF

On the          day of            19  , before me personally came               
to me known, who, being by me duly sworn, did depose and say that he resides at 
No.             ; that he is the            of                , the corporation 
described in and which executed the foregoing instrument; that he knows the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the board of directors of said corporation, and that he signed his name
thereto by like order.


STATE OF
COUNTY OF

On the          day of            19  , before me personally came               
to me known to be the individual described in and who executed the foregoing
instrument, and acknowledged that              executed the same.


STATE OF
COUNTY OF

On the          day of            19  , before me personally came               
the subscribing witness to the foregoing instrument, with whom I am personally
acquainted, who, being by me duly sworn, did depose and say that he resides at
No.                 ; that he knows                 to be the individual 
described in and who executed the foregoing instrument; that he, said
subscribing witness, was present and saw               execute the same; and 
that he, said witness, at the same time subscribed his name as witness thereto.

                       [acknowledgements attached hereto]
<PAGE>

            IN WITNESS WHEREOF, the parties to this Assignment and Assumption of
Lease have caused this Assignment and Assumption of Lease to be executed as of
the day and year first above written.

                                    ASSIGNOR:

                                    GENERAL MEDIA, INC.

                                    By: /s/ Robert H. Altman
                                           -----------------------------------
                                           Name:
                                           Title:

                                    By: /s/ Patrick J. Gavin
                                           -----------------------------------
                                           Name:
                                           Title:

                                           ASSIGNEE:

                                    277 PARK AVENUE, LLC

                                    By: PARK AVENUE MANAGEMENT
                                        CORPORATION, a Delaware
                                        corporation, its Co-Managing Member

                                    By: /s/ Stanley Stahl
                                           -----------------------------------
                                           Name:
                                           Title:


                                    By: PAMC CO-MANAGER, INC.,
                                        a Delaware corporation, its Co-
                                        Managing Member

                                    By: /s/ Stanley Stahl
                                           -----------------------------------
                                           Name:
                                           Title:
<PAGE>

STATE OF NEW YORK  )
                   ) ss
COUNTY OF NEW YORK )

      On the 5th day of August, 1998 _______, before me personally came Robert
H. Altman, to me known, who, being by me duly sworn, did depose and say that he
resides in Irvington, N.Y.; that he is the President/CEO of General Media, Inc.,
the corporation described in and which executed the foregoing instrument; that
he signed his name thereto by authority of the board of directors of said
corporation; and that he executed such instrument as the act and deed of, and on
behalf of, said corporation.

/s/ Laurence B. Sutter
-------------------------
Notary Public

                               LAURENCE B. SUTTER
                        Notary Public, State of New York
                                 No. 31-4651683
                          Qualified in New York County
                        Commission Expires July 31, 1999
<PAGE>

STATE OF NEW YORK   )
                    ) ss
COUNTY OF NEW YORK  )

      On the 6th day of August, 1998 _______, before me personally came Patrick
T. Gavin, to me known, who, being by me duly sworn, did depose and say that he
resides in Wantagh, N.Y.; that he is the Executive Vice President/C.O.O. of
General Media, Inc., the corporation described in and which executed the
foregoing instrument; that he signed his name thereto by authority of the board
of directors of said corporation; and that he executed such instrument as the
act and deed of, and on behalf of, said corporation.

/s/ Laurence B. Sutter
-------------------------
Notary Public

                               LAURENCE B. SUTTER
                        Notary Public, State of New York
                                 No. 31-4651683
                          Qualified in New York County
                        Commission Expires July 31, 1999
<PAGE>

STATE OF NEW YORK   )
                    ) ss
COUNTY OF NEW YORK  )

      On the 10 day of August, 1998 _______, before me personally came Stanley
Stahl, to me known, who, being by me duly sworn, did depose and say that he
resides in New York, New York; that he is the ________________ of Park Avenue
Management Corporation, the corporation described in and which executed the
foregoing instrument as the Co-Managing Member of 277 Park Avenue, LLC, the
limited liability company described in the foregoing instrument; that he signed
his name thereto by authority of the board of directors of said corporation; and
that he executed such instrument as the act and deed of, and on behalf of, said
limited liability company acting through its corporate Co-Managing Member.

/s/ Martha Marie DeBello
-------------------------
Notary Public

                              MARTHA MARIE DeBELLO
                        Notary Public, State of New York
                                  No. 4303828
                          Qualified in New York County
                        Commission Expires Oct. 5, 1999
<PAGE>

STATE OF NEW YORK    )
                     ) ss
COUNTY OF NEW YORK   )

      On the 10 day of August, 1998 _______, before me personally came Stanley
Stahl, to me known, who, being by me duly sworn, did depose and say that he
resides in New York, New York; that he is the ________________ of PAMC
Co-Manager, Inc., the corporation described in and which executed the foregoing
instrument as the Co-Managing Member of 277 Park Avenue, LLC, the limited
liability company described in the foregoing instrument; that he signed his name
thereto by authority of the board of directors of said corporation; and that he
executed such instrument as the act and deed of, and on behalf of, said limited
liability company acting through its corporate Co-Managing Member.

/s/ Martha Marie DeBello
-------------------------
Notary Public

                              MARTHA MARIE DeBELLO
                        Notary Public, State of New York
                                  No. 4303828
                          Qualified in New York County
                        Commission Expires Oct. 5, 1999
<PAGE>

                                  Exhibit "B"
                                Escrow Agreement