EXHIBIT 10.31

Lease of Business Premises

      This Lease, dated the 1st day of November, 2005

Between           WALTER ZIMMERER & SON (732) 842-9595
                  P.O. Box O
                  157 Broad Street, Suite #203
                  Red Bank, NJ 07701

Parties           herein referred to as the Landlord, and

                  BigString Corporation
                  2150 Highway 35 Suite 250
                  Sea Girt, NJ 08750

                  hereinafter referred to as Tenant,

                  WITNESSETH: That the Landlord hereby demises and leases unto
                  the Tenant, and the Tenant hereby hires and takes from the
                  Landlord for the term and upon the rentals hereinafter
                  specified, the premises described as follows, situated in the
                  Boro of Red Bank, County of Monmouth and State of New Jersey.

Premises          Being known as Suite F, 1200 square feet of office space on
                  the first floor of the southeast side, together with the use
                  in common with other tenants of lavatories, corridors and
                  elevators, in the building known as 3 Harding Road, Red Bank,
                  New Jersey.

Term              The term of this demise shall be for Eighteen Months and 15
                  days beginning November 15, 2005 and ending May 31, 2007.

                  The rent for the demised term shall be Thirty-three Thousand
                  Three Hundred and 00/100. The said rent is to be payable
                  monthly in advance on the first day of each calendar month for
                  the term hereof, in installments as follows:

Payment of        11/15/05 -- 11/30/05        $900.00
Rent              12/01/05 -- 5/31/07         $1,800.00 per month

                  at the office of Walter Zimmerer & Son, P.O. Box O, Red Bank,
                  NJ 07701 or as may be otherwise directed by Landlord in
                  writing.

                  THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:

Peaceful          First. - The Landlord covenants that the Tenant on paying the
Possession        said rental and performing the covenants and conditions in
                  this Lease contained, shall and may peaceably and quietly
                  have, hold and enjoy the demised premises for the term
                  aforesaid.

Purpose           Second. - The Tenant covenants and agrees to use the demised
                  premises as a

                                 General Office

                  And agrees not to use or permit the premises to be used for
                  any other purpose without the

<PAGE>

                  prior written consent of the landlord endorsed hereon.

Default in Pay-   Third. - The Tenant shall, without any previous demand
ment of Rent      therefore, pay to the Landlord, or its agent, the said rent at
                  the times and in the manner above provided. In the event of
                  the non-payment of said rent, or any installment thereof, at
Abandonment Of    the times and in the manner above provided, and if the same
Premises          shall remain in default for ten days after becoming due, or if
                  the Tenant shall be dispossessed for non-payment of rent, or
                  if the leased premises shall be deserted or vacated, the
Re-entry and      Landlord or its agents shall have the right to and may enter
Reletting by      the said premises as the agent of the Tenant, either by force
Landlord          or otherwise, without being liable for any prosecution or
                  damages therefore, and may relet the premises as the agent of
                  the Tenant, and receive the rent therefore, upon such terms as
Tenant Liable     shall be satisfactory to the Landlord, and all rights of the
for Deficiency    Tenant to repossess the premises under this lease shall be
                  forfeited. Such re-entry by the Landlord shall not operate to
                  release the Tenant from any rent to be paid or covenants to be
Lien of           performed hereunder during the full term of this lease. For
Landlord to       the purpose of reletting, the Landlord shall be authorized to
Secure            make such repairs or alterations in or to the leased premises
                  as may be necessary to place the same in good order and
                  condition. The Tenant shall be liable to the Landlord for the
Performance       cost of such repairs or alterations, and all expenses of such
Attorney's        reletting. If the sum realized or to be realized from the
Fees              reletting is insufficient to satisfy the monthly or term rent
                  provided in this lease, the Landlord, at its option, may
                  require the Tenant to pay such deficiency month by month, or
                  may hold the Tenant in advance for the entire deficiency to be
                  realized during the term of the reletting. The Tenant shall
                  not be entitled to any surplus accruing as a result of the
                  reletting. The Landlord is hereby granted a lien, in addition
                  to any statutory lien or right to distrain that may exist on
                  all personal property of the Tenant in or upon the demised
                  premises, to secure payment of the rent and performance of the
                  covenants and conditions of this lease. The Landlord shall
                  have the right as agent of the Tenant, to take possession of
                  any furniture, fixtures or other personal property of the
                  Tenant found in or about the premises, and sell the same at
                  public or private sale and to apply the proceeds thereof to
                  the payment of any monies becoming due under this lease, the
                  Tenant hereby waiving the benefit of all laws exempting
                  property from execution, levy and sale on distress or
                  judgment. The Tenant agrees to pay, as additional rent, all
                  attorney's fees and other expenses incurred by the Landlord in
                  enforcing any of the obligations under this lease.

Sub-letting and   Fourth. - The Tenant shall not sub-let the demised premises
Assignment        nor any portion thereof, nor shall this lease be assigned by
                  the Tenant without the prior written consent of the Landlord
                  endorsed hereon. If tenant needs to sublet, landlord must
                  first be consulted and any sub-let will be considered only at
                  current market rates. Administrative costs and brokerage
                  commission will be charged for re-letting by Landlord.

Condition of      Fifth. - The Tenant has examined the demised premises, and
Premises,         accepts them in their present condition (except as otherwise
                  expressly provided herein) and without any representations on
                  the part of the Landlord or its agent as to the present or
Alterations       future condition of the said premises. The Tenant shall keep
And               the demised premises in good condition, and shall redecorate,
Improvements      paint and renovate the said premises as may be necessary to
                  keep them in repair and good appearance. The Tenant shall quit
                  and surrender the premises at the end of the demised term in
Termination       as good condition as the reasonable use thereof will permit.
Inflammable       The Tenant shall not make any alterations, additions, or
Materials         improvements to said premises without the prior written
                  consent of the Landlord. All erections, alterations, additions
                  and improvements, whether temporary or permanent in character,
                  which may be made upon the premises either by the Landlord or
                  the Tenant, except furniture or movable trade fixtures
                  installed at the expense of the Tenant, shall be the property
                  of the Landlord and shall remain upon and be surrendered with
                  the premises as a part thereof at the termination of this
                  Lease, without compensation to the Tenant. The Tenant further
                  agrees


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                  to keep said premises and all parts thereof in a clean and
                  sanitary condition and free from trash, inflammable material
                  and other objectionable matter.

Mechanics'        Sixth. - In the event that any mechanics' lien is filed
Liens             against the premises as a result of alterations, additions or
                  improvements made by the Tenant, the Landlord, at its option,
                  after thirty days notice to Tenant, may terminate this lease
                  and may pay the said lien, without inquiring into the validity
                  thereof, and the Tenant shall forthwith reimburse the Landlord
                  the total expense incurred by the Landlord in discharging the
                  said lien, as additional rent hereunder.

Insurance         Seventh. - Tenant shall obtain, pay for, and keep in effect,
                  for the benefit of the Landlord and the Tenant, Public
                  Liability Insurance on the Rental space. The insurance company
                  must be acceptable to the Landlord, provided Landlord shall
                  act reasonable in judging such company's acceptability. The
                  coverage must be at least the minimum amount of $1,000,000.00
                  under this Lease. Landlord shall be named as an additional
                  insured on such policy. All such policies shall state that the
                  insurance company cannot cancel or refuse to renew without at
                  least ten (10) days written notice to the Landlord. Tenant
                  shall deliver a certificate of insurance to the Landlord, with
                  proof of full payment of the first year's premium prior to
                  Landlord granting access to the premises to the Tenant. Tenant
                  shall deliver a renewal certificate of insurance to Landlord
                  not less than 15 days before the expiration date of each
                  policy. Landlord and Tenant shall each obtain their own
                  insurance for fire and other casualty as to that property in
                  which that party has an insurable interest.

Glass             The Tenant agrees to replace at the Tenant's expense any and
                  all glass that may become broken in and on the demised
                  premises. Plate glass and mirrors, if any, shall be insured by
                  the Tenant at their full insurable value in a company
                  satisfactory to the Landlord.

Liability of      Eighth. - The Landlord shall not be responsible for the loss
Landlord          of or damage to property, or injury to persons, occurring in
                  or about the demised premises, by reason of an existing or
                  future condition, defect, matter or thing in said demised
                  premises or the property of which the premises are a part, or
                  for the acts, omissions or negligence of other persons or
                  tenants in and about the said property. The Tenant agrees to
                  indemnify and save the Landlord harmless from all claims and
                  liability for losses of or damage to property, or injuries to
                  persons occurring in or about the demised premises. The tenant
                  at his own expense shall supply a business liability insurance
                  certificate stating landlord as an additional insured to the
                  landlord, with minimum liability coverage in the amount of
                  $500,000.00. All policies shall state that the insurance
                  company cannot cancel or refuse to renew without at least 10
                  days written notice to the Landlord.

Services and      Ninth. - Utilities and services furnished to the demised
Utilities         premises for the benefit of the Tenant shall be provided and
                  paid for as follows: water by the Landlord; electricity by the
                  Tenant; heat by the Tenant; air conditioning by the Tenant;
                  hot water by the Landlord;

                  Tenants are responsible for turning the electric meter
                  #G28038879 on into their names prior to occupancy.

                  The Landlord shall not be liable for any interruption or delay
                  in any of the above services for any reason.

                  It is understood that the trash is picked up each evening from
                  a container provided by Landlord in designated area of parking
                  lot. Tenant shall deposit their office trash in said
                  container.


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<PAGE>

                  *See paragraph #29.

Right to          Tenth. - The Landlord, or its agents, shall have the right to
Inspect and       enter the demised premises at reasonable hours in the day or
Exhibit           night, to examine the same, or to run telephone or other
                  wires, or to make such repairs, additions or alterations as it
                  shall deem necessary for the safety, preservation or
                  restoration of the improvements, or for the safety or
                  convenience of the occupants or users thereof (there being no
                  obligation, however, on the part of the Landlord to make any
                  such repairs, additions or alterations), or to exhibit the
                  same to prospective purchasers and put upon the premises a
                  suitable "For Sale" sign. For three months prior to the
                  expiration of the demised term, the Landlord, or its agents,
                  may similarly exhibit the premises to prospective tenants, and
                  may place the usual "To Let" signs thereon.

Damage by         Eleventh. - In the event of the destruction of the demised
Fire,             premises or the building containing the said premises by fire,
Explosion, the    explosion, the elements or otherwise during the term hereby
Elements or       created, or previous thereto, or such partial destruction
Otherwise         thereof as to render the premises wholly untenantable or unfit
                  for occupancy, or shall the demised premises be so badly
                  injured that the same cannot be repaired within ninety days
                  from the happening of such injury, then and in such case the
                  term hereby created shall, at the option of the Landlord,
                  cease and become null and void from the date of such damaged
                  or destruction, and the Tenant shall immediately surrender
                  said premises and all the Tenant's interest therein to the
                  Landlord, and shall pay rent only to the time of such
                  surrender, in which event the Landlord may reenter and
                  re-possess the premises thus discharge from this lease and may
                  remove all parties therefrom. Should the demised premises be
                  rendered untenantable and unfit for occupancy, but yet be
                  repairable within ninety days from the happening of said
                  injury or while repairs are being made, but shall recommence
                  immediately after said repairs shall be completed. But if the
                  premises shall be so slightly injured as not to be rendered
                  untenantable and unfit for occupancy, then the Landlord agrees
                  to repair the same with reasonable promptness and in that case
                  the rent accrued and accruing shall not cease or determine.
                  The Tenant shall immediately notify the Landlord in case of
                  fire or other damage to the premises.

Observation       Twelfth. - The Tenant agrees to observe and comply with all
Of Laws,          laws, ordinances, rules and regulations of the Federal, State,
Ordinances,       County and Municipal authorities applicable to the business to
Rules and         be conducted by the Tenant in the demised premises. The Tenant
Regulations       agrees not to do or permit anything to be done in said
                  premises, or keep anything therein, which will increase the
                  rate of fire insurance premiums on the improvements or any
                  part thereof, or on property kept therein, or which will
                  obstruct or interfere with the rights of other tenants, or
                  conflict with the regulations of the Fire Department or with
                  any insurance policy upon said improvements or any part
                  thereof. In the event of any increase in insurance premiums
                  resulting from the Tenant's occupancy of the premises, or from
                  any act or omission on the part of the Tenant, the Tenant
                  agrees to pay said increase in insurance premiums on the
                  improvements or contents thereof as additional rent.

Signs             Thirteenth. - No sign, advertisement or notice shall be
                  affixed to or placed upon any part of the demised premises by
                  the Tenant, except in such manner, and of such size, design
                  and color as shall be approved in advance in writing by the
                  Landlord.

Subordination     Fourteenth. - This lease is subject and is hereby subordinated
of Mortgages      to all present and future mortgages, deeds of trust and other
and Deeds         encumbrances affecting the demised premises or the property of
of Trust          which the premises are a part. The Tenant agrees to execute,
                  at no expense to the Landlord, any instrument which may be
                  deemed necessary or desirable by the


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<PAGE>

                  Landlord to further effect the subordination of this lease to
                  any such mortgage, deed of trust or encumbrance.

Sale of           Fifteenth. - In event of the sale by the Landlord of the
Premises          demised premises, or the property of which said premises are a
                  part, the Landlord or the purchaser may terminate this lease
                  on the thirtieth day of April in any year upon giving the
                  Tenant notice of such termination prior to the first day of
                  January in the same year.

Rules and         Sixteenth. - The rules and regulations regarding the demised
Regulations       premises, affixed to this lease, if any, as well as any other
of Landlord       and further reasonable rules and regulations which shall be
                  made by the Landlord, shall be observed by the Tenant and by
                  the Tenant's employees, agents and customers. The Landlord
                  reserves the right to rescind any presently existing rules
                  applicable to the demised premises, and to make such other and
                  further reasonable rules and regulations as, in its judgment,
                  may from time to time be desirable for the safety, care and
                  cleanliness of the premises, and for the preservation of good
                  order therein, which rules, when so made and notice thereof
                  given to the Tenant, shall have the same force and effect as
                  if originally made a part of this lease. Such other and
                  further rules shall not, however, be inconsistent with the
                  proper and rightful enjoyment by the Tenant of the demised
                  premises.

Violation of      Seventeenth. - In case of violation by the Tenant of any of
Covenants,        the covenants, agreements and conditions of this lease, or of
Forfeiture        the rules and regulations now or hereafter to be reasonably
of Lease, Re-     established by the Landlord, and upon failure to discontinue
entry of          such violation within ten days after notice thereof given to
Landlord          the Tenant, this lease shall thenceforth, at the option of the
                  Landlord, become null and void, and the Landlord may re-enter
                  without further notice of demand. The rent in such case shall
Non-waiver        become due, be apportioned and paid on and up to the day of
or Breach         such re-entry, and the Tenant shall be liable for all loss or
                  damage resulting from such violation as aforesaid. No waiver
                  by the Landlord of any violation or breach of condition by the
                  Tenant shall constitute or be construed as a waiver of any
                  other violation or breach of condition, nor shall lapse of
                  time after breach of condition by the Tenant before the
                  Landlord shall exercise its option under this paragraph
                  operate to defeat the right of the Landlord to declare this
                  lease null and void and to reenter upon the demised premises
                  after the said breach or violation.

Notices           Eighteenth. - All notices and demands, legal or otherwise,
                  incidental to this lease, or the occupation of the demised
                  premises, shall be in writing. If the Landlord or its agent
                  desires to give or serve upon the Tenant any notice or demand,
                  it shall be sufficient to send a copy thereof by registered
                  mail, addressed to the Tenant at the demised premises, or to
                  lease a copy thereof with a person of suitable age found on
                  the premises, or to pose a copy thereof upon the door to said
                  premises. Notices from the Tenant to the Landlord shall be
                  sent by registered mail or delivered to the Landlord at the
                  place hereinbefore designated for the payment of rent, or to
                  such party or place as the Landlord may from time to time
                  designate in writing.

Bankruptcy,       Nineteenth. - It is further agreed that if at any time during
Insolvency,       the term of this lease the Tenant shall make any assignment
Assignment for    for the benefit of creditors, or be decreed insolvent or
Benefit of        bankrupt according to law, or if a receiver shall be appointed
Creditors         for the Tenant, then the Landlord may, at its option,
                  terminate this lease, exercise of such option to be evidenced
                  by notice to that effect served upon the assignee, receiver,
                  trustee or other person in charge of the liquidation of the
                  property of the Tenant or the Tenant's estate, but such
                  termination shall not release or discharge any payment of rent
                  payable hereunder and then accrued, or any liability then
                  accrued by reason of any agreement or covenant herein
                  contained on the part of the Tenant, or the Tenant's legal
                  representatives.


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Holding over      Twentieth. - In the event that the Tenant shall remain in the
by Tenant         demised premises after the expiration of the term of this
                  lease without having executed a new written lease with the
                  Landlord, such holding over shall not constitute a renewal or
                  extension of this lease. The Landlord may, at its option,
                  elect to treat the Tenant as one who has not removed at the
                  end of his term, and thereupon be entitled to all the remedies
                  against the Tenant provided by law in that situation, or the
                  Landlord may elect, at its option, to construe such holding
                  over as a tenancy from month to month, subject to all the
                  terms and conditions of this lease, except as to duration
                  thereof, and in that event the Tenant shall pay monthly rent
                  in advance at the rate of 3,600.00 per month.

Eminent           Twenty-first. - If the property or any part thereof wherein
Domain,           the demised premises are located shall be taken by public or
Condemnation      quasi-public authority under any power of eminent domain or
                  condemnation, this lease, at the option of the Landlord shall
                  forthwith terminate and the Tenant shall have no claim or
                  interest in or to any award of damages for such taking.

Security          Twenty-second. - The Tenant has this day deposited with the
                  Landlord the sum of as security for the full and faithful
                  performance by the Tenant of all the terms, covenants and
                  conditions of this lease upon the Tenant's part to be
                  performed, which said sum shall be returned to the Tenant
                  after the time fixed as the expiration of the term herein,
                  provided the Tenant has fully and faithfully carried out all
                  the said terms, covenants and conditions on Tenant's part to
                  be performed. In the event of a bona fide sale, subject to
                  this lease, the Landlord shall have the right to transfer the
                  security to the vendor for the benefit of the Tenant and the
                  Landlord shall be considered released by the Tenant from all
                  liability for the return of such security, and the Tenant
                  agrees to look to the new Landlord solely for the return of
                  the said security, and it is agreed that this shall apply to
                  every transfer or assignment made of the security to a new
                  Landlord. The security deposited under this lease shall not be
                  mortgaged, assigned or encumbered by the Tenant without the
                  written consent of the Landlord. No portion of the security
                  deposit, deposited here under may be applied by tenant against
                  any rental obligation due here under.

Arbitration       Twenty-Third. - Any dispute arising under this lease shall be
                  settled by arbitration. Then Landlord and Tenant shall each
                  choose an arbitrator, and the two arbitrators thus chosen
                  shall select a third arbitrator. The findings and award of the
                  three arbitrators thus chosen shall be final and binding on
                  the parties hereto.

Delivery of       Twenty-fourth. - No rights are to be conferred upon the Tenant
Lease             until this lease has been signed by the Landlord, and an
                  executed copy of the lease has been delivered to the Tenant.

Lease             Twenty-fifth. - The foregoing rights and remedies are not
Provisions        intended to be exclusive but additional to all rights, and
Not Exclusive     remedies the Landlord would otherwise have by law.

Leasing Binding   Twenty-sixth. - All of the terms, covenants and conditions of
On Heirs,         this lease shall inure to the benefit of and be binding upon
Successors, Etc.  the respective heirs, executors, administrators, successors
                  and assigns of the parties hereto. However, in the event of
                  the death of the Tenant, if an individual, the Landlord may,
                  at its option, terminate this lease by notifying the executor
                  or administrator of the Tenant at the demised premises.

Tenant            Twenty-seventh. - This lease and the obligation of Tenant to
Obligation        pay rent hereunder and perform all of the other covenants and
                  agreements hereunder on part of Tenant to be performed shall
                  in nowise be affected, impaired or excused because Landlord is
                  unable to


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<PAGE>

                  supply or is delayed in supplying any service expressly or
                  implied to be supplied or is unable to make, or is delayed in
                  making any repairs, additions, alterations or decorations or
                  is unable to supply or is delayed in supplying any equipment
                  or fixtures if Landlord is prevented or delayed from so doing
                  by reason of governmental preemption in connection with the
                  National Emergency declared by the President of the United
                  States or in connection with any rule, order or regulation of
                  any department or subdivision thereof of any governmental
                  agency or by reason of the conditions of supply and demand
                  which have been or are affected by the war.

No Oral           Twenty-eighth. - This instrument may not be changed orally.
Changes

Trash &           Twenty-ninth. - It is understood that Tenant shall comply with
Recycle           the trash & recycling program as outlined and enforced by the
                  Boro of Red Bank and by the Landlord. It is understood that
                  trash is picked up each evening by Boro of Red Bank from a
                  deposit container provided by Landlord in designated area of
                  parking lot. Tenant shall deposit his office trash in said
                  container.

Late Payment      Thirtieth. - In every case in which Tenant is required by the
                  terms of this lease to pay Landlord a sum of money and payment
                  is not made within ten (10) days after the same becomes due, a
                  penalty of 5% shall be paid as additional rent along with the
                  sum of money owed. Interest on Late Payment - If any sum of
                  money is not paid within 30 days, interest shall also be
                  payable from the first due date at the rate of (18%) per annum
                  calculated on a per diem basis until paid. However, if the
                  amount of interest payable to the forgoing exceeds the maximum
                  rate allowed by law, then interest on said unpaid sums shall
                  accrue at the maximum rate allowed by law. Landlord may at its
                  option, cause such late charge to be added to and become a
                  part of the next succeeding monthly installments of fixed rent
                  to be made pursuant here to. Any payment made shall 1st be
                  applied to late fees, interest and other charges then to
                  current rents.

Chair Pads        Thirty-first. - Chair desk pads must be used on the carpet
                  under all rolling type chairs to preserve carpets.

Bulb              Thirty-second. - Tenant shall be responsible for the cost of
Replacement       replacement of all standard lamps and bulbs and all ballast
                  used by tenant in the Demised Premises. The building
                  management does provide such service and tenant will be billed
                  appropriately when service is used.

Smoke-Free        Thirty-third. - This building is a SMOKE FREE building. All
Building          Tenants are required to comply.

Parking           Thirty-fourth. - It is understood that 2 parking spaces shall
                  be made available for Tenant in the 3 Harding Rd./Hudson St.
                  parking lot and her employees on an "as available" basis in
                  the lot known as 195 Broad Street, Red Bank, only.

Lock Changes      Thirty-fifth. - Landlord shall have a key for access to the
                  entire subject premises at all times. Landlord may enter the
                  premises at all times. If Tenant changes locks the new keys
                  must be keyed to the Landlord's master key.

Notification At   Thirty-sixth. - Tenant shall notify Landlord 3 months (3/l/07)
End Of Lease      prior to expiration of this Lease if he intends to vacate
Term              premises at the expiration of this Lease.


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<PAGE>

Signatures        The landlord and the tenant agree to the terms of this Lease
                  by signing below. If a party is a corporation, this Lease is
                  signed by its proper corporate officers and its corporate seal
                  is affixed.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day
and year aforesaid.

                                           Walter Zimmerer & Son
                                           Landlord

Witness:


/s/ Debra Elmore-Harrell                   /s/ Diana K. Welch
-----------------------------              -------------------------------------
As to Landlord                             Diana K. Welch
                                           Managing General Partner

                                           Tenant


                                           /s/ Darin Myman
-----------------------------              -------------------------------------
As to Tenant                               Darin Myman
                                           Chief Executive Officer
                                           BigString.com


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<PAGE>

                                    GUARANTY

In consideration of the execution of the within lease by the Landlord, at the
request of the undersigned and in reliance of this guaranty, the undersigned
hereby guarantees unto the Landlord, its successors and assigns, the prompt
payment of all rent and the performance of all of the terms, covenants and
conditions provided in said lease, hereby waiving all notice of default, and
consenting to any extensions of time or changes in the manner of payment or
performance of any of the terms and conditions of the said lease the Landlord
may grant the Tenant, and further consenting to the assignment and the
successive assignments of the said lease, and any modifications thereof,
including the sub-letting and changing of the use of the demised premises, all
without notice to the undersigned. The undersigned agrees to pay the Landlord
all expenses incurred in enforcing the obligations of the Tenant under the
within lease and in enforcing this guaranty.


Witness:                                                                  (SEAL)
        -------------------------------          -------------------------

                                                                          (SEAL)
        -------------------------------          -------------------------

Date:
        -------------------------------

                     ASSIGNMENT AND ACCEPTANCE OF ASSIGNMENT

For value received the undersigned Tenant hereby assigns all of said Tenant's
right, title and interest in and to the within lease from and after
unto            Heirs, successors, and assigns, the demised premises to be used
and occupied for          and for no other purpose, it being expressly agreed
that this assignment shall not in any manner relieve the undersigned assignor
from liability upon any of the covenants of this lease.

Witness:                                                                  (SEAL)
        -------------------------------          -------------------------

                                                                          (SEAL)
        -------------------------------          -------------------------

Date:
        -------------------------------

In consideration of the above assignment and the written consent of the Landlord
thereto, the undersigned assignee, hereby assumes and agrees from and after
       to make all payments and to perform all covenants and conditions provided
in the within lease by the Tenant therein to be made and performed.


Witness:                                                                  (SEAL)
        -------------------------------          -------------------------

                                                                          (SEAL)
        -------------------------------          -------------------------

Date:
        -------------------------------


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<PAGE>

                              CONSENT TO ASSIGNMENT

The undersigned Landlord hereby consents to the assignment of the within lease
to

On the express conditions that the original Tenant

                        , the assignor, herein, shall remain liable for the
prompt payment of the rent and the performance of the covenants provided in the
said lease by the Tenant to be made and performed, and that no further
assignment of said lease or sub-letting of any part of the premises thereby
demised shall be made without the prior written consent of the undersigned
Landlord.


                                                --------------------------------
                                                Landlord


Date:                                        By:
     --------------------------------           -------------------------------


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