EXHIBIT 10.1

LICENSE AGREEMENT

This LICENSE AGREEMENT (the "Agreement") is entered into as of the ___ day of May 1999, by and between PBA TOUR, INC., an Ohio non-profit corporation ("PBA") and IAM GROUP, LTD., a New York corporation ("IAM Group").

WITNESSETH, THAT:

WHEREAS, in addition to other activities associated with the promotion of the interests of professional bowlers and the bowling industry in general, PBA sponsors professional bowling tournaments throughout the United States for the benefit of its members; and

WHEREAS, PBA owns all rights to and interest in certain PBA Tour trade names and trademarks used in connection with its activities, as more specifically set forth on Exhibit "A" attached hereto and incorporated herein (collectively, the "Proprietary Marks"); and

WHEREAS, as more specifically set forth in this Agreement, PBA has agreed to grant to IAM Group an exclusive license to use the Proprietary Marks during the term hereof in connection with the manufacture, marketing and sale of certain products.

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto do hereby agree as follows:

1. GRANT OF LICENSE.

(a) Upon the terms and subject to the conditions set forth in this. Agreement and specifically subject to the limitations on use set forth in Sections 4 and 5 hereof, PBA hereby grants to IAM Group, and IAM Group hereby accepts from PBA. a non-transferable and, except as otherwise provided herein, exclusive license to use the Proprietary Marks during the Term (as such term is defined in Section 2 hereof) in the Territory (as such term is hereinafter defined) solely for the purpose of placing the Proprietary Marks on the Products (as such term is hereinafter defined) and on any packaging associated therewith and for the purpose of including the Proprietary Marks on marketing and sales literature and other materials promoting the Products. For purposes of this Agreement, certain terms are defined as follows:

(i) The term "Products" shall mean those goods identified on Exhibit "B" attached hereto and incorporated herein, as well as any additional goods that may come under the purview of this Agreement at a later date pursuant to the terms of Section 9 hereof, and, subject to the terms of Section 9 hereof, shall specifically exclude those goods identified on Exhibit "C" attached hereto arid incorporated herein.

(ii) The term "Territory" shall mean any location within or outside of the United States in which IAM Group conducts business during the Term; provided. however, that if after one (1) year from the effective date of this Agreement, IAM Group is not conducting business in a certain geographical location and PBA receives a bona fide offer from a third party to market and sell the Products in that location, PBA shall provide IAM Group with written notice of such offer prior to its acceptance thereof and IAM Group shall then have the right, for a period of fifteen (15) days from the date of PBA's notice, to notify PBA of IAM Group's intention to market and sell Products in such location pursuant to the terms hereof. If IAM Group fails to notify PBA within the stated time period or elects not to commence business operations in such location, or fails to commence operations within six (6) months from the date of its notice to PBA hereunder, PBA shall be entitled to enter into a licensing arrangement with respect to the marketing and sale of the Products in such location on such terms and conditions as PBA may deem appropriate in its sole discretion and without further notice to IAM Group.

(b) IAM Group shall have the right, subject to the limitations set forth in this Agreement. to sell the Products directly to the general public and to distribute the Products to any appropriate third party, including but not limited to bowling centers and mass merchandise retail stores, for resale to the general public. IAM Group agrees that it shall promote and sell the Products to the general public at all PBA Tour national tournaments, not including PBA Tour regional tournaments or PBA Senior Tour tournaments, held during the Term. With respect, however, to all PBA Tour regional tournaments and PBA Senior Tour tournaments held during the Term. PBA may elect to engage, on behalf of IAM Group, appropriate sales personnel to promote and sell the Products at such tournaments. IAM Group shall be responsible for paying: a commission to any such personnel, the amount of which shall be periodically mutually determined by PBA and IAM Group. IAM Group further agrees to provide a sufficient quantity and selection of the Products for sale at each PBA Tour and PBA Senior Tour tournament to be held during the Term. In addition, IAM Group agrees to provide PBA with One Thousand Dollars ($1,000.00) worth of the Products annually during the Term at no charge to PBA.

(c) PBA agrees that IAM Group shall be entitled to eight (8) thirty
(30) second commercial spots on ESPN each calendar year during the Term, or for so long as PBA's current broadcasting arrangement with ESPN continues, at no charge for purposes of promoting the Products; provided, however, that the rights granted to IAM Group hereunder shall continue following the expiration of PBA's arrangement with ESPN if PBA enters into a comparable broadcasting arrangement with another television network. TAM Group shall be responsible for handling the production of such commercial spots and for paying all cots and expenses associated therewith. IAM Group further agrees that the final content of such commercial spots shall be subject to the prior approval of PBA.

(d) IAM Group shall have the exclusive right, subject to the limitations set forth in this Agreement, to own and operate an Internet Service Provider ("ISP") system to promote and sell the Products and to distribute information relating to PBA Tour and PBA Senior Tour events to the general public during the Term. IANI Group agrees to pay to PBA a royalty fee in the amount of eight percent (8%) of all subscriber fees that IAM Group may receive during the Term

in connection with the ISP. PBA agrees that TAM Group shall have access to its web site in order to provide link access with the ISP.

(e) PBA agrees that, except as expressly provided herein, the license granted to TAM Group hereunder shall be exclusive in nature with respect to the Products. Notwithstanding the foregoing, the license granted hereunder with respect to earrings and key chains shall be non-exclusive in nature unless and until IAM Group acquires an exclusive right with respect to such products as set forth in Section 9 hereof. Notwithstanding the foregoing and subject to the terms of Section l(a)(ii) and Section 9 hereof, this Agreement shall not be deemed to prevent PBA from granting a license in the Proprietary Marks to third parties for purposes other than those specifically described in this Section 1.

2. TERM. The initial term of this Agreement shall commence as of the date first written above and shall terminate on June 30, 2004 (the "Initial Term"). This Agreement shall be renewed for an additional term of five (5) years commencing on July 1, 2004 and terminating on June 30, 2009 (the "Renewal Term"); provided, however, that such renewal is expressly conditioned on IAM Group having paid to PBA pursuant to Section 3 hereof royalty payments in the minimum aggregate amount of not less than Four Hundred Fifty Thousand Dollars ($450,000.00) during the period commencing January 1.2000 and ending December 31, 2002. Notwithstanding the foregoing, PBA shall have the right to terminate this Agreement at any time upon IAM Group's breach of any significant material term contained in this Agreement. For purposes of this Agreement, the terms "Initial Term" and "Renewal Term" are sometimes collectively referred to as the "Term."

3. LICENSING FEE.

(a) In consideration of PBA granting to it the right to use the Proprietary Marks hereunder during the Initial Term, IAM Group agrees to pay the following to PBA:

(i) During the period commencing with the effective date of this Agreement and ending June 30, 2000, IAM Group shall pay to PBA a guaranteed minimum payment in the amount of One Hundred Twenty-Five Thousand Dollars ($125,000.00), payable as follows:

Payment Due Date                   Amount of Payment

Date of execution of this               $50,000
Agreement

August 1, 1999                          $25,000

December 1, 1999                        $25,000

April 1, 2000                           $25,000

(ii) For the remainder of the Initial Term, IAM Group shall pay to PBA a guaranteed minimum payment for each twelve (12) month period in the following amounts, payable in equal quarterly installments no later than July 1, October 1, January 1 and April 1 of the twelve (12) month period in question:

Period in Question                  Amount of Payment

July 1, 2000 to June 30, 2001           $100,000

July 1, 2001 to June 30, 2002           $150,000

July 1, 2002 to June 30, 2003           $175,000

July 1, 2003 to June 30, 2004           $200,000

(iii) In addition to the guaranteed minimum payments provided for in subsections 3(a)(i) and 3(a)(ii) hereinabove, IAM Group shall pay to PBA a royalty fee for the period commencing as of the date hereof and ending June 30, 2000 and for each subsequent twelve (12) month period in an amount equal to eight percent (8%) of the Net Sales (as such term is hereinafter defined) of the Products made during the period in question, to the extent that the amount of Net Sales made during said period exceeds the following:

Period in Question                   Amount of Net Sales

Date of Agreement to
June 30, 2000                             $1,562,500

July 1, 2000 to June 30, 2001             $1,250,000

July 1, 2001 to June 30, 2002             $1,875,000

July 1, 2002 to June 30, 2003             $2,187,500

July 1, 2003 to June 30, 2004             $2,500,000

The royalty fee provided for in this subsection 3(a)(iii) shall be payable as follows:

(1) No later than thirty (30) days following the end of the quarter during which the amount of Net Sales of the Product made during the twelve (12) month period in question first exceeds the amount of the guaranteed minimum payment for said period, IAM Group shall pay to PBA an amount equal to eight percent (8%) of the amount by

which the Net Sales for said quarter exceeded the guaranteed minimum payment for said twelve (12) month period.

(2) No later than thirty (30) days following the end of each subsequent quarter during the twelve (12) month period in question, if any, IAM Group shall pay to PBA an amount equal to eight percent (8%) of the Net Sales made during said quarter.

(b) In consideration of PBA granting to it the right to use the Proprietary Marks during the Renewal Term, if applicable, IAM Group agrees to pay to PBA a guaranteed minimum payment for each twelve (12) month period of the Renewal Term in the amount of Two Hundred Thousand Dollars ($200,000.00), payable to PBA in equal quarterly installments no later than July 1, October 1, January 1 and April 1 of the period in question. In addition to such guaranteed minimum payments. IAM Group shall pay to PBA a royalty fee for each twelve (12) month period of the Renewal Term in an amount equal to eight percent (8%) of the amount of Net Sales of the Products made during the period in question, to the extent that the amount of Net Sales made during said period exceeds Two Million Five Hundred Thousand Dollars ($2.500.000.00). This royalty fee shall be payable as follows:

(i) No later than thirty (30) days following the end of the quarter during which the amount of Net Sales of the Product made during the twelve (12) month period in question first exceeds the amount of the guaranteed minimum payment for said period, IAM Group shall pay to PBA an amount equal to eight percent (8%) of the amount by which the Net Sales for said quarter exceeded the guaranteed minimum period for said twelve (12) month period.

(ii) No later than thirty (30) days following the end of each subsequent quarter during the twelve (12) month period in question. if any, IAM Group shall pay to PBA an amount equal to eight percent (8%) of the Net Sales made during said quarter.]

(c) Within thirty (30) days of the end of each quarter during the Initial Term and, if applicable, the Renewal Term, IAM Group shall furnish to PSA its sales report for the preceding quarter prepared in accordance with the terms hereof. Each sales report that IAM Group furnishes to PBA shall contain the following information: (i) a description of each Product sold during the quarter in question; (ii) the sales price of each Product sold and the amount of federal, state and local taxes9 if any, that IAM Group is required to pay in connection with each sale; (iii) the amount of the royalty payment being paid to PBA on each sale hereunder; and (iv) such additional information as PBA may reasonably require. In addition to the sales reports, IAM Group agrees to furnish to PBA as soon as the same become available audited financial statements of its operations, prepared in accordance with generally accepted accounting principles, for each fiscal year during the Term.

(d) For purposes of this Agreement, the term "Net Sales" shall mean IAM Group's retail list price of all Products that IAM Group sells hereunder, minus the following: (i) the amount of any federal, state and local taxes that IAM Group is required to pay in connection

with such sales; (ii) the amount of any costs and expenses reasonably incurred by IAM Group with respect to the shipment of the Products; (iii) the cost to IAM Group of any promotional discounts granted with respect to the Products, provided that such discounts are reasonable in amount and made within the normal course of business; (v) customer returns of the Products; and (v) uncollected accounts of IAM Group for Products sold, but not to exceed One Hundred Thousand Dollars ($100,000.00) per year during the Initial Term or any Renew Term. With respect to any bulk sales of the Products made hereunder. The Products shall be deemed to have been sold at the time of shipment to a customer, F.O.B. point of departure.

(e) Notwithstanding anything to the contrary set forth in this Section 3, IAM Group agrees that the royalty fee payable on Products sold hereunder that feature a specific PBA member shall be twelve percent (12%) rather than eight percent (8%) of Net Sales with six percent (6%) of said royalty fee being payable to PBA and six percent (6%) being payable to the member in question. Said royalty fee shall be calculated and payable as otherwise provided in this
Section 3.

4. OWNERSHIP OF PROPRIETARY MARKS: ADDITIONAL MARKS.

(a) IAM Group hereby acknowledges that PBA is and shall at all times remain the sole and exclusive owner of all right, title and interest in and to the Proprietary Marks and that its use of the Proprietary Marks hereunder shall not create in IAN/i Group's favor any right, title or interest in or to the Proprietary Marks. During' the Term and at all times thereafter, IAM Group shall not do or cause to be done any act or thin which may in any way impair or tend to impair the rights, title and interest of PBA in and to the Proprietary Marks nor shall IAM Group in any manner represent that it has any interest in the Proprietary Marks except as set forth herein. IAM Group further acknowledges and agrees that as the sole and exclusive owner of the Proprietary N/larks. PBA shall have the sole and exclusive right to use, license or otherwise transfer any and all of its rights, title and interest in and to the Proprietary Marks, subject only to the terms of this Agreement, including but not limited to the terms of Section 7 hereof. and of any other agreement affecting PBA's right. title and interest in and to the Proprietary Marks that PBA may be a party to or may enter into at a later date with any third party. Upon the termination of this Agreement for any reason, all rights to use the Proprietary Marks granted to IAM Group hereunder shall terminate and revert to PBA, and thereafter KM Group shall cease and desist from all use of the Proprietary Marks, including the use of any Products, materials or documents upon which any of the Proprietary Marks appears.

(b) PBA agrees to use its best efforts following the execution hereof to register the name "PBA Tour Gear", as well as any accompanying logos that PBA may approve, with the United States Patent & Trademark Office (the "PTO"). In the event PBA is successful in registering said name and any accompanying logos with the PTO, the same shall be deemed to be "Proprietary Marks" for purposes of this Agreement and IAM Group shall have the right to use the same during the Term in accordance with the terms and conditions set forth herein. IAM Group agrees to pay for any and all reasonable costs and expenses, including but not limited to registration fees and attorneys' fees, incurred in connection with the registration of said name and any accompanying logos with the PTO hereunder; provided, however, that PIBA agrees to

reimburse IAM Group for all costs and fees associated with registering said name and logos with the PTO in the event this Agreement is not renewed for the Renewal Term.

(c) Upon termination of this Agreement for any reason. PBA shall have the right to purchase all inventoried Products at manufacturers cost. plus any costs associated with duties, freight. transportation and taxes, or in the alternative, PBA shall permit IAM Group to liquidate said Products through usual and customary sources.

5. RESTRICTIONS ON USE. Notwithstanding any other terms of this Agreement. IAM Group shall at all times during the Term use the Proprietary Marks in accordance with the following restrictions:

(a) PBA shall have the right to review and approve of all uses of the Proprietary Marks hereunder, whether on the Products or otherwise. prior to the same being shown or distributed to any third party. Furthermore, all uses of the Proprietary Marks pursuant to this Agreement shall be tasteful in nature and shall be of a type that is intended to promote and protect the goodwill and best interests of PBA. and in no event shall any such use disparage PBA, its members or the bowling industry in general in any manner. If at any time PBA, in its sole discretion, has reason to question whether any particular use of the Proprietary Marks violates the terms of this Agreement, IAM Group shall, upon reasonable prior notice, provide PBA with a copy of any documentation and other materials with respect to such use and PBA, following its inspection thereof, shall have the right to require that IAM Group cease such use if it reasonably determines that such use is in fact in violation hereof, regardless of whether PBA had formerly approved of the use in accordance with this Section 5.

(b) No use of the Proprietary Marks shall state or otherwise give the impression that the owner of the Proprietary Marks is any party other than PBA.

(c) All uses of the Proprietary Marks shall at all times be in accordance with applicable laws and regulations including but not limited to those federal and state laws governing the use and registration of trade names and trademarks.

(d) IAM Group shall at no time make the Proprietary Marks available for use by any third party, except upon obtaining the prior written consent of' PBA or as may otherwise be necessary in connection with an initial public offering or private placement offering of the stock of IAM Group.

6. WARRANTIES AND REPRESENTATIONS OF PARTIES.

(a) WARRANTIES AND REPRESENTATIONS OF PSA. PBA represents and warrants to IAM Group the following:

(i) PBA has the full corporate power and authority to enter into and perform this Agreement and has taken all necessary corporate action to authorize and approve the execution, delivery and performance hereof; and

(ii) This Agreement constitutes a legal, valid and binding obligation of PBA, enforceable in accordance with the terms hereof.

(b) WARRANTIES AND REPRESENTATIONS OF IAM GROUP. IAM Group represents and warrants to PBA the following:

(i) This Agreement constitutes a legal, valid and binding obligation of IAM Group, enforceable in accordance with the terms hereof; and

(ii) IAM Group shall at all times use the Proprietary Marks in accordance with the terms of this Agreement.

7. ASSIGNMENT, SUBLICENSE OR TRANSFER. The rights and benefits conferred upon IAM Group hereunder shall inure to the sole benefit of IAM Group, shall not be deemed to be coupled with an interest and shall not, in whole or in part, be assigned, sublicensed or otherwise transferred by IAM Group to any third party without the prior consent of PBA, which PBA may withhold in its sole discretion; provided, however. that IAM Group may assign its rights hereunder to market the Products to a third party with the prior consent of PBA, which consent shall not be unreasonably withheld, if IAM Group owns at least fifty percent (50%) of said third party. Notwithstanding the foregoing, IAM Group shall be entitled to assign, sublicense or otherwise transfer any of its rights hereunder to a third party in the event such transfer is necessary in connection with an initial public offering or private placement offering of the stock of IAM Group.

8. AGENCY. Both parties agree and acknowledge that IAM Group and any of its respective employees and agents. if any, shall not, at any time for any reason, be deemed to be employees or agents of PBA.

9. RIGHT OF FIRST REFUSAL.

(a) PBA agrees that it shall notify IAM Group of any third-party proposals that it receives during the Term with respect to the manufacture, marketing and sale of goods other than the Products on which the Proprietary Marks are to be placed and that IAM Group shall have the right, for a period of fifteen (15) days from the date of PBA's notice to IAM Group, to notify PBA of IAM Group's desire to manufacture. market and sell such goods under the terms of this Agreement, in which case the term "Products" as used herein shall be deemed to include such goods. If IAM Group fails to notify PBA of its desire to manufacture, market and sell such goods within said fifteen (15) day period, PBA shall be entitled to enter into a licensing arrangement with respect to such goods on any terms and conditions that PBA may deem appropriate in its sole discretion.

(b) PBA further agrees that in the event any licensing agreements that it maintains with third parties with respect to the manufacture, promotion and sale of consumer goods other than the Products terminates during the Term. IAM Group shall have the rights, for a period of fifteen (15) days following the date of said termination. to notify PBA of IAM Group's desire to manufacture, market and sell such goods under the terms of this Agreement, in which case the term "Products as used herein shall be deemed to include such goods. If IAM Group fails to notify PBA of its desire to manufacture, market and sell such goods within said fifteen (15) day period, PBA shall be entitled to enter into a licensing arrangement with respect to such goods with any third party on such terms and conditions as PBA may deem appropriate in its sole discretion. The rights granted to IAM Group under this subsection 9(b) shall not be deemed to apply in those circumstances in which PBA is entitled to renew an existing licensing arrangement with a third party.

(c) Notwithstanding the foregoing, the right of first refusal granted herein shall not include or affect in any manner whatsoever any existing licensing arrangements with respect to the Proprietary Marks to which PBA is a party as of the date hereof.

10. PUBLIC STOCK OFFERING. IAM Group agrees that if at any time during the Term any shares of its common stock or the common stock of any affiliate marketing the Products under this Agreement are offered to the general public by means of an initial public stock offering, PBA shall be entitled to receive a percentage of the net proceeds received by IAM Group with a guaranteed minimum of One Million Five Hundred Thousand Dollars ($1,500,000) and a maximum of Two Million Dollars ($2,000.000), provided the Term is increased to such period as may be required by the underwriter of the IPO (the "Underwriter"). In the event the Underwriter conditions the terms of the IPO so as to prohibit PBA from receiving monetary payment of the IPO proceeds, the parties agree that PBA shall receive a percentage of unrestricted IPO stock and/or warrants equal to Two Million Dollars ($2.000,000). PBA shall be entitled to assign all or a portion of its rights to receive any monetary payment, stock and/or warrants to which it is entitled hereunder to one or more of its key employees in such manner as it may deem appropriate, provided that any such assignment does not affect the Underwriter's approval of the IPO. In any event PBA members shall be given the unrestricted right to purchase a maximum of twenty-five percent (25%) of the IPO at the offering price under such reasonable and commercially customary restrictions as may be required by the Underwriter.

11. PRIVATE PLACEMENT STOCK OFFERING. IAM Group agrees that if at any time during the Term a private placement offering ("PPO") is made to qualified investors. PBA or its members shall be given the exclusive right to purchase a maximum of fifty percent (50%) of the PPO, and broker commissions thereon, if any, shall be paid to PBA.

12. MISCELLANEOUS.

(a) SURVIVAL. The provisions of Sections 4 and 5 hereof shall survive the termination of this Agreement.

(b) ENTIRE AGREEMENT. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof.

(c) AMENDMENT OR MODIFICATION OF THIS AGREEMENT. This Agreement may be amended or modified from time to time only by a written instrument executed by both of the parties hereto.

(d) NOTICE. All notices required or permitted by this Agreement shall be in writing and shall be addressed to the respective parties at the following addresses:

(e)     PBA:                       PBA Tour, Inc.
                                   1720 Merman Road
                                   P.O. Box 5118
                                   Akron, Ohio 44334-0018
                                   Phone: (330) 836-5568
                                   Fax:  (330)836-2107
                                   ATTN: Mark Gerberich, Commissioner

        With a copy to:            Stark & Knoll Co., L.P.A.
                                   76 South Main Street
                                   Suite 1512
                                   Akron, Ohio 44308-1 824
                                   Phone: (330) 376-3300
                                   Fax: (330) 376-6237
                                   ATTN: Thomas G. Knoll, Esq.

        IAM Group:                 IAM Group, Ltd.
                                   85  10th Avenue
                                   Sixth floor
                                   New York,New York 1001
                                   Phone: (212) 229-3960
                                   Fax: (212) 229-3968
                                   ATTN: Thomas Verola

        With a copy to:            Weber & Weber
                                   Federal Plaza
                                   300 Rabro Drive, Suite 122
                                   Hauppauge, NY 11788
                                   Phone: (516) 232-0301
                                   Fax: (516) 232-0817
                                   ATTN: William F. Weber. Esq.

(e) OHIO LAW CONTROLLING. The laws of the state of Ohio shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

(f) BINDING NATURE. Except as otherwise provided in Section 6 hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

SIGNED IN THE PRESENCE OF:                "PBA"

                                          PBA TOUR, INC.

                                          By: /s/ MARK GERBERICH
                                              -------------------------------


                                          "IAM GROUP"

                                          IAM GROUP, LTD.


                                          By: /s/ JAHN AVARELLO
                                              -------------------------------
                                              Jahn Avarello, President

                                          By: /s/ THOMAS VEROLA
                                              -------------------------------
                                              Thomas Verola, Vice President

EXHIBIT "A"

LIST OF TRADENAMES AND TRADE MARKS

PBA

PBA TOUR

PBA SENIOR TOUR

PROFESSIONAL BOWLERS' ASSOCIATION

PROFESSIONAL BOWLERS' ASSOCIATION OF AMERICA

PBA

PBA TOUR

PBA w/logo

PBA TOUR w/logo

PBA SENIOR TOUR w/logo

Any and all rights that PBA Tour, Inc. may have during the Term in the name "PBA Hall of Fame" and any logo or logos associated therewith, and any rights that PBA Tour. Inc. may have during the Term in any names or marks associated with any related entities

EXHIBIT "B"

LIST OF PRODUCTS

1. All shirts, woven, knitted, screen-printed, heat transferred and embroidered.

2. All jackets and backpacks, leather, woven, knitted, screen printed. heat transferred and embroidered, and all water-resistant outerwear.

3. All pants, woven, knitted, screen-printed, heat transferred and embroidered.

4. All shorts, woven, knitted, screen-printed, heat transferred and embroidered.

5. All sweaters, woven, knitted, screen-printed, heat transferred and embroidered.

6. All hats, woven, knitted, screen-printed, heat transferred and embroidered.

7. All footwear, woven, knitted, screen-printed, heat transferred and embroidered.

8. Bowling bags, gloves, glove soakers, wrist supports, garment bags, bowlers tape, ball slings, towels, rosin bags, shoe covers, PBA shoes, accessory bags, pennant flags and banners of all types.

9. All accessories, including jewelry, cuff links, tie clips, ties, tie pins, logo pins, pocket knives, money clips, key chains, pens, pen holders, coffee mugs, beer steins, seat cushions, tour blankets, chains both genuine gold and faux with PBA medals; provided, that the right to manufacture, promote and sell earrings and key chains shall be non-exclusive in nature.

10. Umbrellas with logos.

11. Trophies; provided, however, that no trophies will in any way give the appearance of being for PBA Tour or PBA Senior Tour events, and provided farther that PBA shall be under no obligation to purchase or use such trophies.

12. On-line catalogs, printed catalogs, Internet service provider PBAOL.

13. Pet products of a type to be agreed upon by the parties at a later date.

NOTE: The products listed above include those for men, women and children.

EXHIBIT "C"

1. Framed laminates and posters featuring PBA Tour members.

2. Birthday party sets, including paper plates, paper cups and napkins.

3. Bottled water.

4. Bowling balls.

5. Computer gaming software, including games using CD-Rom technology.

6. Calendars.

7. Fishing lures, trailer hitch plugs, metal street signs and metal license plates.

ATTN:    Thomas Verola

Re:      License Agreement (the "License Agreement"), dated as
         of May, 1999, by and between PBA TOUR, INC., an Ohio
         non-profit corporation ("PBA") and IAM GROUP, LTD.,
         a New York corporation ("IAM Group").

Dear Gentlemen,

Based upon our recent discussions of the License Agreement in light of the prospective purchase of PBA, we desire to amend and clarify the License Agreement to provide more particularly for the respective rights and obligations of PBA and IAM Group.

Accordingly, subject to paragraph 4 below, we hereby agree to amend and clarify the License Agreement as follows:

1. PBA'S RIGHT TO SELL PRODUCTS. PBA shall have the right to sell Products on which the Proprietary Marks are placed ("Licensed Products"), subject to the following terms and conditions:

(a) Notwithstanding the provisions of Section 9(c) of the License Agreement (as amended by Paragraph 3 below), for a period of one (1) year after the date of this Agreement, PBA shall not sell any Licensed Products to any wholesaler, retailer, distributor, bowling center or bowling pro shop (collectively, "Commercial Customers") without the prior written consent of IAM Group; provided, however, that, subject to the provisions of Paragraph 1(d) below and Section 9(d) of the License Agreement (as amended by Paragraph 3 below), PBA may sell Licensed Products to persons other than Commercial Customers (i.e. consumers) without such consent.

(b) Subject only to the provisions of Section 9(c) of the License Agreement (as amended by Paragraph 3 below), at any time following the date that is one (1) year after the date of this Agreement, PBA may sell Licensed Products to any Commercial Customer to which IAM Group has not sold Licensed Products within the prior one (1) year, provided such sales are not materially detrimental to any relationship between IAM Group and its existing customer(s) with respect to Licensed Products.

(c) PBA shall not sell Licensed Products at any PBA Tour or PBA Senior Tour event (collectively, "PBA Event") at which IAM Group is selling Licensed Products without the prior written consent of IAM Group.

(d) For any Licensed Products which IAM Group does not elect to manufacture pursuant to Section 9(d) of the License Agreement (as amended by Paragraph 3 below), PBA shall pay to IAM Group a royalty fee, for the period commencing as of the date of this letter and ending June 30, 2000 and for each subsequent twelve (12) month period during the term of the License Agreement, in an amount equal to eight percent (8%) of the PBA Net Sales (as such term is hereinafter defined) of such Licensed Products sold during the period in question.

(i) For purposes of this letter and the License Agreement, the term "PBA Net Sales" shall mean PBA's retail list price of all Licensed Products that PBA sells hereunder, except such Products described in Item 12 of Exhibit B to the License Agreement and such Products which IAM Group elects to manufacture pursuant to
Section 9(d) of the License Agreement (as amended by Paragraph 3 below), minus the following: (a) the amount of any federal, state and local taxes that PBA is required to pay in connection with such sales; (b) the amount of any costs and expenses reasonably incurred by PBA with respect to the shipment of Licensed Products; (c) the cost to PBA of any promotional discounts granted with respect to Licensed Products, provided that such discounts are reasonable in amount and made within the normal course of business; (d) customer returns of Licensed Products; and (e) uncollected accounts of PBA for Licensed Products sold, but not to exceed One Hundred Thousand Dollars (5100,000) per year during the Initial Term or any Renewal Term.

(ii) Within thirty (30) days of the end of each quarter during the Initial Term and, if applicable, the Renewal Term, PBA shall furnish to IAM Group its Licensed Products sales report for the preceding quarter prepared in accordance with the terms hereof. Each sales report that PBA furnishes to IAM Group shall contain the following information: (a) a description of each Licensed Product which IAM Group did not elect to manufacture and which was sold by PBA during the quarter in question; (b) the sales price of each such Licensed Product sold and the amount of federal, state and local taxes, if any, that PBA is required to pay in connection with each sale; (c) the amount of the royalty payment being paid to IAM Group on each such sale hereunder; and
(iv) such additional information as IAM Group may reasonably require.

(e) Notwithstanding any provisions of this Paragraph 1 to the contrary, for general promotional advertising purposes, PBA shall have the right from time to time to provide up to 50,000 units of Licensed Products on each occasion free of charge to any person, including without limitation (i) any Commercial Customer (other than wholesaler or distributor)

and (ii) any person at any PBA Event, whether or not IAM Group is selling Licensed Products at such event. PBA's rights under this Paragraph 1(e) shall not be subject to any of the provisions of Section 9 of the License Agreement (as amended by Paragraph 3 below).

(f) RIGHTS AND OBLIGATIONS OF PBA. Notwithstanding anything to the contrary contained in this letter or the License Agreement, PBA shall have the right to own and operate one or more websites (collectively, the "PBA Website") for the purposes of (i) promoting and selling goods or services, including without limitation Licensed Products, and (ii) distributing to the general public information relating to PBA Events, including without limitation coverage of such events. PBA shall provide a link, the size of which shall not be less than the size of a standard advertising link at a place of prominence on the PBA Website, from the PBA Website to a website owned and operated by IAM Group (the "IAM Website").

(g) RIGHTS AND OBLIGATIONS OF IAM GROUP. IAM Group shall not have any rights to alter, modify or otherwise manipulate the PBA Website. In connection with the IAM Website, IAM Group shall have the right to use as the uniform resource locator only "PBAOL", "PBATOURGEAR" and/or one additional name to be mutually agreed upon between the parties, each with any extension (including, without limitation, ".COM", ".NET", and ".ORG"), but shall not have the right to use any other uniform resource locator incorporating or bearing a resemblance to "PBA" or "PBATOUR", each with any extension (including, without limitation, ".COM", ".NET", and ".ORG"). Any rights granted by PBA to IAM Group to distribute information relating to PBA Events, including without limitation such rights granted in connection with the right to own and operate an ISP pursuant to Section 1(d) of the License Agreement, shall not include any right to use or distribute any copyrighted material owned by PBA other than PBA logos. IAM Group shall provide a link, the size of which shall not be less than the size of a standard advertising link on the IAM Website, from the IAM Website to the PBA Web site.

3. RIGHT OF FIRST REFUSAL. Section 9 of the License Agreement is hereby deleted in its entirety and replaced with the following:

(a) PBA agrees that it shall notify IAM Group of any third-party proposals that PBA receives during the Term with respect to the manufacturing, marketing and sale in any territory of goods other than the Products on which Proprietary Marks are to be placed. IAM Group shall have the right, for a period of fifteen
(15) days from the date of PBA's notice to IAM Group, to notify PBA of IAM Group's election to manufacture, market or sell such goods under the terms of this Agreement. If IAM Group delivers such notice to PBA within such fifteen (15) day period, IAM Group shall commence production of such goods within ninety (90) days after delivery of such notice and shall deliver such goods within an additional forty-five (45) days, or such other greater period of production and delivery that may be provided for in the third-party proposal, all in accordance with a standard of quality as would be reasonably available to PRA in an arms-length transaction with a third-party, in which case the term "Products" shall be

deemed to include such goods. If IAM Group fails to deliver such notice within such fifteen (15) day period, or if' having delivered such notice, IAM Group fails to comply with such production and delivery schedule and quality standards, PBA shall be entitled to enter into a licensing agreement with respect to such goods on any terms and conditions that PBA may deem appropriate in its sole discretion, and IAM Group shall have no further rights under this subsection 9(a) with respect to such goods in any territory.

(b) PBA further agrees that in the event any licensing agreements that it maintains with third parties with respect to the manufacture, promotion and sale of consumer goods other than the Pro4ucts terminates during the Term, IAM Group shall have the right, for a period of fifteen (15) days following the date of said termination, to notify PBA of IAM Group's desire to manufacture, market and sell such goods under the terms of this Agreement. If IAM Group delivers such notice to PBA within such fifteen (15) day period, IAM Group shall commence production of such goods within ninety (90) days after delivery of such notice and shall deliver such goods within an additional forty-five
(45) days, all in accordance with a standard of quality as would be reasonably available to PBA in an arms-length transaction with a third-party, in which case the term "Products" shall be deemed to include such goods. If IAM Group fails to deliver such notice within such fifteen (15) day period, or if' having delivered such notice, IAM Group fails to comply with such production and delivery schedule and quality standards, PBA shall be entitled to enter into a licensing agreement with respect to such goods on any terms and conditions that PBA may deem appropriate in its sole discretion, and IAM Group shall have no further rights under this subsection 9(b) with respect to such goods in any territory. The rights granted to IAM Group under this subsection 9(b) shall not be deemed to apply in those circumstances in which PBA is contractually obligated to renew an existing licensing arrangement with a third party.

(c) PBA further agrees that it shall notify IAM Group of its desire to sell, at any time following the date that is one (1) year after the date of this Agreement, Products on which Proprietary Marks are to be placed to any wholesaler, retailer, distributor, bowling center or bowling pro shop to which IAM Group has not sold such Products within the prior one (1) year. IAM Group shall have the right, for a period of fifteen (15) days from the date of PBA's notice to IAM Group, to notify PBA of IAM Group's desire to sell Products to any such customer under the terms of this Agreement. If IAM Group delivers such notice to PBA within such fifteen (15) day period, JAM Group shall negotiate in good faith and use its best efforts to enter into a purchase order or an unconditional contract for the sale of such Products to such customer within thirty (30) days after delivery of such notice. If IAM Group fails to deliver such notice within such fifteen (15) day period, or, if' having delivered such notice, IAM Group fails to enter into such purchase order or unconditional contract within such thirty (30) day period, PBA shall be entitled to enter into an agreement with such customer on any terms and conditions that PBA

may deem appropriate in its sole discretion, and, except any right to receive royalties that IAM Group may have under this Agreement, IAM Group shall have no further exclusive rights under this subsection 9(c) with respect to sales to such customer.

(d) PBA further agrees that, in addition to any other notifications required under this Section 9, it shall notify IAM Group of any Products on which Proprietary Marks are to be placed and which PBA intends to sell in accordance with the terms of this Agreement. PBA's notice shall specify the terms and conditions upon which a third party is willing to manufacture such Products. IAM Group shall have the right, for a period of fifteen (15) days from the date of PBA's notice to IAM Group, to notify PBA of IAM Group's election to manufacture such Products on the same terms specified in PBA's notice to IAM Group, such election to be irrevocable once made. If IAM Group delivers such notice to PBA within such fifteen (15) day period, IAM Group shall manufacture such Products in accordance with such terms (other than terms respecting licensing fees or commissions payable by such third party and delivery schedule terms in excess of those set forth in Section 9(a) above). If IAM Group fails to deliver such nonce within such fifteen (15) day period, or if' having made such election, IAM Group fails to manufacture such Products in accordance with such terms, PBA shall be entitled to obtain one or more alternative sources for the manufacture of such Products, and IAM Group shall have no further rights under this subsection 9(d) with respect to the manufacture of such Products.

(e) Notwithstanding the foregoing, the right of first refusals granted herein shall not include or affect in any manner whatsoever any existing licensing arrangements with respect to the Proprietary Marks to which PBA is a party as of the date hereof."

4. CONDITION PRECEDENT. This letter shall be effective upon, and only upon, consummation of a sale of all or substantially all of the assets of PBA to Christopher Peters and his investor group, or to any entity or entities in which he and/or they together directly or indirectly have a controlling interest, and in the event that such consummation does not occur, this letter shall be of no further force or effect.

5. GENERAL. All defined terms used and not defined herein shall have the meanings ascribed to them in the License Agreement. Except as expressly provided herein, the License Agreement shall remain in full force and effect, unmodified, in accordance with its terms. In the event of any conflict between the terms of this letter and the terms of the License Agreement, the terms of this letter shall prevail. For convenience purposes, this letter may be executed by facsimile and in any number of counterparts, all of which, when taken together, shall constitute one and the same ori2inal agreement.

Sincerely,

PBA TOUR, INC., an Ohio non-profit corporation

BY:  /s/ MARK GERBERICH
     -----------------------------------------
Its: Commissioner

cc: Weber & Weber
Federal Plaza
300 Rabro Drive, Suite 122 Hauppauge, NY 11788
ATTN: William E. Weber, Esq.

The foregoing is hereby agreed to and accepted this - day of January, 2000.

IAM GROUP, LTD., a New York corporation

By: /s/ Jahn Avarello/Its: CEO

EXHIBIT 10.3

LEASE AGREEMENT

This Agreement made the 5th day of May, 2000 by and between IAMG Holdings, Inc. a Delaware public corporation, whose principal place of business is located at 1400 Broadway, 19th floor, New York, NY 10018 ("Lessor") and F&L Apparel, Ltd., a New Jersey corporation, whose principal place of business is located at 2045 85th street, North Bergen, New Jersey ("Lessee").

WHEREAS, Lessor is the owner of IAMNY, Inc, a subsidiary corporation, previously engaged in the apparel manufacturing business; and

WHEREAS, Lessor is the owner of machinery, inventory and other related equipment necessary to conduct an apparel manufacturing business, and is willing to lease said equipment to the Lessee upon the terms and conditions set forth herein; and

WHEREAS, Lessee is desirous of leasing said equipment on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises exchanged herein, it is agreed as follows:

1. Lessor agrees to lease the machinery, inventory, and equipment as described in Schedule "A" annexed hereto, for a period of five (5) years, beginning June 1, 2000 and ending May 31, 2005.

2. Lessee agrees to accept and to lease the items described in Schedule "A", and to keep and maintain said property at premises 2045 85th Street, North Bergen, New Jersey, during the term of the agreement.

3. Lessee agrees to pay lessor as follows.

A. IAMNY shall retain 15% of all billings, invoices or accounts receivable issued by Lessee for work, labor and services rendered to all customers.

4. Lessee agrees to submit to IAMNY all documentation necessary to prepare a billing, invoice, or accounts receivable for work, labor, and services rendered. IAMNTY shall prepare all billings, invoices and accounts receivables for Lessee's customers, and shall render accountings to Lessee on a bi-monthly basis.

5. During the terms of this lease, Lessee shall be solely responsible to maintain the property listed in Schedule A in good working condition. In the event the equipment requires repairs or replacement, the Lessee shall have the sole responsibility to pay for same and

title to said property, including replacement property, shall remain in lessor's name. On the expiration of this lease, all equipment and machinery shall be turned over to the Lessor.

6. Lessee shall rot cause any lien or encumbrance to be placed on any of the property listed in Schedule A, without the written consent of Lessor. In the event any lien or encumbrance is placed against the property in Schedule A without lessors written consent, this agreement is null and void, and Lessor shall have the right to enter the premises to take possession of the property.

7. As additional security to guarantee the lessee's performance under this agreement Lessor agrees to execute an assignment of lease and to obtain the landlord's consent to assignment. The assignment shall be held in escrow by lessor's attorney. In the event of breach of any terms of this agreement, the lessor's attorney, with 48 hours notice of defaults, sha11 turn over the lease to Lessor.

8. In the event Lessor is required to institute legal proceedings against the Lessee, or is required to defend any action commenced by a third party, all reasonable attorney fees arid expenses incurred by Lessor shall be paid by Lessee.

9. This Lease agreement shall be personally guaranteed by Fernando Lantegua and Julius Avarello.

IAMG Holdings, Inc.

By: /s/ JAHN AVARELLO
    ------------------------
    President

F&L Apparel, Ltd.

By: /s/ FERNANDO LANTEGUA
    ------------------------
    President


By: /s/ FERNANDO LANTEGUA
    ------------------------
    Individually

EXHIBIT 10.4

AGREEMENT OF LEASE, made as of this 26th day of May, 2000, between 1400 BROADWAY ASSOCIATES, a partnership having offices in care of Helmsley-Spear, Inc., party of the first part, hereinafter referred to as "Landlord" or "Lessor", and IAM GROUP, LTD, a domestic corporation having offices at New York City, party of the second part, hereinafter referred to as "Tenant" or "Lessee".

WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the space on the 19th floor, as more particularly shown on the plan annexed hereto and made a part hereof, Room 1907/08 in the building known as 1400 Broadway in the Borough of Manhattan, City of New York for the term of 5 years (or until such term shall cease and expire as hereinafter provided) to commence on the 1st day of August 2000 and to end on the 31st day of July 2005, both dates inclusive at an annual rent of
$146,720.00 p.a.; $12,226.67 p.m. - 8/1/2000 -7/31/2003 $150,912.00 p.a. $12,576.00 p.m. - 8/1/2003 - 7/31/2005

WHICH TENANT AGREES TO PAY IN LAWFUL MONEY OF THE UNITED STATES WHICH SHALL BE LEGAL TENDER IN PAYMENT OF ALL DEBTS AND DUES, PUBLIC AND PRIVATE, AT THE TIME OF PAYMENT IN EQUAL MONTHLY INSTALLMENTS OF $____________ AS ABOVE IN ADVANCE ON THE FIRST DAY OF EACH MONTH DURING SAID TERM AT THE OFFICE OF LANDLORD OR SUCH OTHER PLACE AS LANDLORD MAY DESIGNATE, WITHOUT ANY SET OFF OR DECUTION WHATSOEVER, EXCEPT THAT TENANT SHALL PAY THE FIRST MONTHLY INSTALLMENT(S) ON THE EXECUTION HEREOF (UNLESS THIS LEASE BE A RENEWAL).

The parties hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, successors and assigns, hereby covenant and agree as follows:

FIRST: - Tenant shall pay the rent and additional rent as above     RENT
and as hereinafter provided.

SECOND: - (a) Tenant shall pay to Landlord, as additional rent      ADDITIONAL
hereunder, in advance, on the first day of each and every month     RENT
during the term hereof, all sums expended by Landlord and/or
which become due to Landlord under this lease and under any
collateral agreements relating to the premises. Tenant's use and
occupancy thereof, the supplying by Landlord to Tenant of any
services in connection therewith, together with any fines or
penalties imposed or assessed by any governmental authority by
reason of failure to comply with its requirements.

         (b) If Tenant shall default in the observance or
performance of any term or covenant on Tenant's part to be
observed or performed under or by virtue of any of the terms or
provisions in any paragraphs of this lease. Landlord may
immediately or at any time thereafter and without notice perform
the same for the account of Tenant, and if Landlord makes any
expenditures or incurs any obligations for the payment of money

in connection therewith including, but not limited to, attorneys'
fees in instituting, prosecuting or defending any action or
proceeding, such sums paid or obligations incurred with interest
and costs shall be deemed to be additional rent hereunder.

         (c) The receipt by Landlord at any time of any
installment of the regular stipulated rent hereunder or of any
additional rent shall not be deemed to be a waiver of any other
additional rent then due. For the nonpayment of any additional
rent, Landlord shall have all the rights and remedies which it
would have in the case of a default in the payment of the regular
stipulated rent hereunder or any installment thereof.

THIRD: - In the vent that, at the commencement of the term of       RENT DUE
this lease, or thereafter, Tenant shall be in default in the        UNDER
payment of rent to Landlord pursuant to the terms of another        OTHER
lease with AS Landlord or with Landlord's predecessor in            LEASE AS
interest. Landlord may, at Landlord's option and without notice     ADDITIONAL
to Tenant, add the amount of such arrearages to any monthly         RENT
installment of rent payable hereunder, and the same shall be
payable to Landlord as additional rent.

FOURTH: - Tenant shall use and occupy the demised premises for
office and showroom use, sale of apparel at wholesale not retail,
in additional to licensees of apparel and related items,
including E commerce and website sales. and for no other purposes
whatsoever, without the prior written consent of Landlord in each
instance.

FIFTH: - Tenant at its sole expense shall comply with all laws,     REQUIREMENTS
orders and regulations of Federal, State, County and Municipal      OF LAW
Authorities and with any direction of any public officer or
officers, pursuant to law, which shall impose any violation,
order or duty upon Landlord or Tenant with respect to demised
premises, or the use or occupation thereof. Tenant shall not do,
or permit to be done, any act or thing upon said premises which
shall or might subject Landlord to any liability or
responsibility for injury to any person or persons or to property
by reason of any business or operation being carried on upon said
premises or for any other reason.

SIXTH: - Tenant will not at any time use or occupy the demised      CERTIFICATE
premises in violation of the certificate of occupancy or            OF OCCUPANCY
certificate of compliance issued for the building of which the
demised premises forma part and in the event that any department
of the City or State of New York shall hereafter at any time
contend and/or declare by notice, violation, order or in any
other manner whatsoever that the premises hereby demised are used
for a purpose which is a violation of such certificate of
occupancy. Tenant shall, upon five (5) days' written notice from
Landlord, immediately discontinue said use of such premises.
Failure by Tenant to discontinue such use after such notice shall
be considered a default in the fulfillment of a covenant of this
lease. and Landlord shall have the right to terminate this lease
immediately, and in addition thereto shall have the right to
exercise any and all rights and privileges and remedies given to
Landlord by and pursuant to the provision of Paragraph 40 hereof.
The statement in this lease of the nature of the business to be
conducted by Tenant in demises premises shall not be deemed or
construed to constitute a representation or

                                        2

guaranty by Landlord that such business may continue to be
conducted in the premises for the entire period of the lease or
is lawful or permissible under the certificate of occupancy in
effect of the building of which the demised premises form a part,
or otherwise permitted by law. If alternations or additional
including but not limited to a sprinkler system, are needed to
permit lawful conduct of Tenant's business or to comply with the
certificate of occupancy, the same shall be made by and at the
sole expense of Tenant.

SEVENTH: - Tenant shall not suffer any act to be done or any        NON-
condition to exist on the demised premises or any part thereof or   HAZARDOUS
any article to be brought thereon, which may be dangerous, unless   USES
safeguarded as required by law, or by any insurance carrier
having any interest in such conduct or condition or which may, in
law, constitute a nuisance, public or private, and as not to make
void or voidable any insurance applicable to the building, under
penalty of damages and forfeiture.

EIGHTH: - Tenant shall not any time allow smoking on any part of    SAFETY
the premises where stock is stored. Tenant shall store all silk     PRECAUTIONS
and other textiles in steel bins or shelving the bottoms of which
shall be at least six inches above the floor, and the tops of
which shall extend at least three inches and shall have drip
points so as to shed water from the goods. No shelving bins shall
be installed without Landlord's prior written consent. Tenant
shall make all floors water-tight by painting or covering them
with linoleum or other water-tight floor covering. Where cleaning
fluid is used, it shall be non-inflammable. Tenant shall use no
cleaning fluid not approved in writing by Landlord. Tenant will
not permit the accumulation of waste or refuse matter on the
premises.

NINTH: - Tenant will conduct its business in such a manner as to    TENANT TO
enable Landlord other tenants in the building to obtain the         KEEP
lowest possible insurance rate upon the entire building in which    INSURANCE
the demised premises are located, and will, at its sole expense,    RATE LOW
comply with all rules, orders, regulations or requirements of all
public liability, fire and insurance policies in force at any
time with respect to the demised premises, as well as all rules,
orders, regulations or requirements of the New York Board of Fire
Underwriters or any other similar body, and shall not do or
permit anything to be done in or upon said premises or bring or
keep anything therein, except as now or hereafter permitted by
the Fire Department, Board of Fire Underwriters, Fire Insurance
Rating Organization, or other authority having jurisdiction and
then only in such quantity and manner of storage as not to
increase the rate for fire insurance applicable to the building,
or use the premises in a manner which shall increase the rate of
fire insurance on the building of which demised premises form a
part, or on property located therein, over that in effect prior
to this lease. If by reason of failure of Tenant to comply with
the provisions of this paragraph including, but not limited to,
the mere use to which Tenant puts the premises, the fire
insurance rate shall at the beginning of this lease or at any
time thereafter be higher than it otherwise would be, then Tenant
shall reimburse Landlord, as additional rent hereunder, for that

part of all fire insurance premiums thereafter paid by Landlord, which shall have been charged because of such failure or use by Tenant, and shall make such reimbursement upon the first day of the month

following such outlay by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of rate for the building or demised premises issued by

the New York Fire Insurance Exchange or other body making fire
insurance rates for said premises, shall be conclusive evidence
of the facts therein stated and of the several items and charges
in the fire insurance rate then applicable to said premises.
Tenant shall not bring, permit to be brought or kept in or on the
demised premises any inflammable, combustible or explosive fluid,
chemical substance or material other than silk or other textiles,
or cause or permit any odors of cooking or other processes, or
any unusual or other objectionable odors to permeate from the
demised premises. That the premises are being used for the
purposes set forth herein shall not relieve Tenant from the
foregoing duties, obligations and expenses.

TENTH: (a) Tenant shall not assign, mortgage or encumber this       ASSIGNMENT
agreement nor underlet the demised premises or any part thereof     MORTGAGE
or permit the demised premises or any part thereof to be occupied   AND SUB-
by anybody other than Tenant, without the prior written consent     LEASING
of Landlord in each instance. The transfer of a majority of the
issued and outstanding capital stock of any corporate Lessee of
this lease or a majority of the total interest in any partnership
Lessee, however accomplished, and whether in a single transaction
or in a series of related or unrelated transactions, shall be
deemed an assignment of this lease. If this lease be assigned or
if the demised premises or any part thereof be underlet or
occupied by anybody other than Tenant, Landlord may, after
default by Tenant, collect rent from the assignee, under tenant
or occupant and apply the net amount collected to the rent herein
reserved, but no such assignment, underletting, occupancy or
collection shall be deemed a waiver of this covenant or the
acceptance of the assignee, under-tenant or occupant as tenant,
or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. The consent by
Landlord to an assignment or underletting shall not in any wise
be construed to relieve Tenant from obtaining the express consent
in writing of Landlord to any further assignment or underletting.

         (b) If the demised premises shall be underlet in whole
or in part by Tenant or its heirs, executors, administrators,
legal representatives, successor or assigns, such party shall,
within three (3) days of such underletting, furnish Landlord with
a duplicate original of such underlease and shall, on demand of
Landlord, supply Landlord within three (3) days of such demand, a
written list of all such undertenants, the terms, including
expiration dates of their under-tenancies, the rents payable
thereunder, and any additional information requested by Landlord.
This provision of compliance therewith, however, shall in no
event be construed to be a consent to any underletting or a
waiver of the covenant against underletting contained herein.
Non-compliance by Tenant with the provisions of this paragraph
shall be deemed to be a breach of this lease.

         (c) Tenant assumes and shall be responsible for and
liable to Landlord, for all acts and omissions on the part of any
present or future under-tenant, their agents, employees, servants
or licenses, and any breach or violation of any of the terms,
covenants, agreements, provisions, conditions and limitations of
this lease,

                                        4

whether by act or omission, by any under-tenant shall constitute
a breach or violation of this lease by Tenant.

ELEVENTH: - Throughout the term of this lease, Tenant will take     WASTE
good care of the demised premises and appurtenances and suffer no
waste, damage, disfigurement or injury thereto or any part
thereof.

TWELFTH: - (a) Tenant shall make no alternations, decorations,      ALTERATIONS
installations, additions or improvements in or to the demised
premises, including, but not limited to, an air-conditioning or
cooling system, unit or part thereof or other apparatus of like
or other nature, nor bring materials in connection therewith on
the demised premises, without Landlord's prior written consent
and then only by contractors or mechanics approved by Landlord,
and subject to plans and specifications approved by Landlord. All
such work, alterations, decorations, installations, additions or
improvements shall be done at Tenant's sole expense and at such
times and in such manner as Landlord may from time to time
designate. All alterations, decorations, installations, additions
or improvements upon demises premises, made by either party,
including all paneling, decorations, partitions, railings,
mezzanine floors, galleries, steam, water and air-conditioning
systems and units, shelving electric fixtures and the like,
shall, unless Landlord elects otherwise(which election shall be
made by giving a notice pursuant to the provisions hereof not
less than thirty (30) days prior to the expiration or other
termination of this lease or nay renewal or extension thereof)
become the property of Landlord, and shall remain upon, and be
surrendered with, said premises, as a part thereof, at the end of
the term or renewal term, as the case may be. In the event
Landlord shall elect otherwise, then such alterations,
installations, additions or improvements made by Tenant upon the
demised premises as the Landlord shall select, shall be removed
by Tenant at Tenant's sole cost and expense. All alterations,
decorations, installations, additions or improvements installed
by Tenant may be used by Tenant without additional charge for
such use, and without any right in the Landlord to remove the
same in the absence of any default under this lease during the
term hereof, (b) Tenant, at its own expense, will promptly repair
all damage and injury resulting form such removal and restore the
space theretofore occupied by such fixtures and installations to
good order and condition and to character and appearance equal to
that of the area adjacent thereto, in default of any of which
Landlord may at its option cause the same to be done at Tenant's
expense.

THIRTEENTH: - Tenant shall take good care of the demised premises   REPAIRS
and the fixture sand appurtenances therein, and at its sole cost
and expense make all repairs thereto as and when needed to
preserve them in good working order and condition. All damage or
injury to the demised premises and to its fixtures, appurtenances
and equipment or to the building of which the same form a part or
to its fixtures, appurtenances and equipment caused by Tenants'
moving property in or out of the building or by installation or
removal of furniture, fixtures or other property, or resulting
from fire, explosion, air-conditioning unit or system, short
circuits flow or leakage of water, steam, illuminating gas, sewer
gas, sewerage or odors or by frost or by bursting or leaking of
pipes or

                                        5

plumbing works or gas or form any other cause of any other kind
or nature whatsoever due to carelessness, omission, neglect,
improper conduct or other cause of Tenant, its servants,
employees, agents, visitors or licenses shall be repaired,
restored or replaced promptly by Tenant at its sole cost and
expense to the satisfaction of Landlord. All aforesaid repairs,
restorations, and replacements shall be in quality and class
equal to the original work or installations. If Tenant fails to
make such repairs, restorations or replacements within a
reasonable time same may be made by Landlord at expense of Tenant
and collectible as additional rent.

FOURTEENTH: - (a) Except where otherwise provided in this lease,    LANDLORD'S
there shall be no allowance to Tenants for a diminution of rental   LIABILITY,
value and no liability on the part of Landlord by reasons of        ALTERATIONS
inconvenience, annoyance or injury to business arising from         OR REPAIRS
Landlord, Tenant or others making any repairs, alterations,
additions or improvements in or to any portion of the building or
demised premises, or in or to fixtures, appurtenances, or
equipment thereof, and no liability upon Landlord for failure of
Landlord or others to make any repairs, alterations, additions or
improvements in or to any portion of the building or of demised
premises, or in or to the fixtures, appurtenances or equipment
thereof, (b) Landlord reserves the right to stop service of the
electric water, sprinkler, steam, air conditioning, elevator,
heating and plumbing systems, when necessary, by reason of
accident, or emergency or for repairs, alterations replacement s
or improvements, in the judgment of Landlord desirable or
necessary to be made until said repairs, alterations replacements
or improvements shall have been completed.

FIFTEENTH: - Tenant agrees that whenever any alterations,           EMPLOY-
additions, improvements, changes or repairs to the said premises    MENT OF
are consented to by Landlord, or in the moving of merchandise,      UNION LABOR
fixtures for equipment into the said building, or moving these      TO MAKE
same therefrom, only such labor under agreement with the Building   ALTERATIONS
Trades Employers' Association of New York City, or which shall
not cause strikes or concerted labor action by other employees of
the building, and which have the same or similar labor union
affiliations as those employed by Landlord or Landlord's
contractors shall be employed.

SIXTEENTH: - (a) Any mechanic's lien filed against the demised      DISCHARGE
premises, or the building of which the same form a part, for work   OF LIENS
claimed to have been done for, or materials claimed to have been
furnished to Tenant, shall be discharged by Tenant within ten
(10) days thereafter, by payment in full or at Tenant's expense,
by filing the bond required by law. If Tenant fails to so pay or
file any bond, Landlord may pay the amount of said lien or
discharge the same by deposit, or otherwise, billing Tenant for
all expenses in connection therewith as additional rent.

         (b) Nothing in this lease shall be deemed or construed
in any way as constituting the consent or request of Landlord,
express or implied by inference or otherwise, to any contractor,
sub-contractor, laborer or materialman for the performance of any
labor or the furnishing of any materials for any specific
improvement, alteration to, or repair of the demised premises, or
any part thereof, or for the demolition or replacement of the
demised premises or any part thereof.

                                        6

         (c) Tenant agrees to obtain and deliver to Landlord
written and unconditional waivers of liens and agreements that is
filed plans may be replaced) for all plans, specifications and
drawings for work or material to be furnished to Tenant at the
premises, signed by all architects, engineers and designers to
become involved in such work for Tenant; with respect to
contractors, subcontractors, materialmen and laborers and all
work or materials to be furnished to Tenant at the premises.
Tenant agrees to obtain and deliver to Landlord written and
unconditional waiver of mechanics liens upon the premises or the
building after payments to the contractors and subject to any
applicable provisions of the Lien Law.

SEVENTEENTH: - Tenant will not, without Landlord's written         SIGNS
consent place, affix or paint any signs, awnings, projections or
advertising material of any kind upon the exterior of the
premises or of the building, not upon the windows, nor in any
location that may be visible from any of the lobbies or
passageways. If Tenant shall cause or permit any sign or other
object, similar or dissimilar, to be placed on or affixed to any
part of the building not inside the space specifically demised
hereunder. Landlord shall have the right, without notice or
liability to Tenant, to remove and dispose of the same and to
make any repairs necessitated by such removal, all at Tenant's
sole expense and risk. Landlord's expenses in so doing shall be
deemed additional rent hereunder and collectible as such.

EIGHTEENTH: - (a) Tenant will not cause or permit any connection   MISCELLANEOUS
to be made to the wiring on the electrical panel boards of the     PROHIBITED
building without the prior written consent and supervision of      ACTIONS OF
Landlord.                                                          TENANT

         (b) Tenant agrees that it will not drive nails in, drill
in, disfigure or deface any part of the building nor suffer the
same to be done, nor cause or permit the floors, walls, doors or
ceilings of the demised premises to be drilled, hammered, pounded
or otherwise dealt with in a noisy or disturbing manner at any
time during customary business hours (i.e. between 9:00 a.m. and
5:00 p.m.) whether or not such activities are incidental to or

part of work to which Landlord has consented.

(c) Tenant shall not install any pressing equipment, whether connected to Tenant's gas-fired boiler or to the building steam system without first having plans and specifications approved by Landlord.

The vacuum used by Pressing machines for the drying of garments shall be created by an electrically driven vacuum pump. Tenant shall not use any vacuum created by the use of steam from a gas-fired boiler or from the building steam system.

(d) Tenant shall not permit any connection to be made at the demised Premises with any high pressure steam lines, electric current lines or water lines without Landlord's Prior written consent.

(e) Tenant shall not make any electrical or plumbing installation without Landlord's prior written consent. All water lines must be installed in red brass.

(f) Window air-conditioning units shall in no event be installed without Landlords' Prior written approval or be mounted so as to extend outward beyond the line of the window frame.

(g) Tenant shall install no linoleum, rubber, mastic or vinyl tile floor covering, unless it is laid over a layer of felt, double cemented in the manner approved by Landlord.

(h) Tenant shall not place a load upon any floor of the demised premises exceeding the floor load per square foot area which such floor was designed to carry and which is allowed by law. Landlord reserves the right to prescribe the weight and position of all safes which must be placed so as to distribute the weight. Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant's expense in settings sufficient in Landlord's judgment to absorb and prevent vibration. noise and annoyance. Tenant agrees that upon the written request of Landlord, Tenant will, within fifteen (15) days of the mailing of such request, provide rubber or other approved settings for absorbing, preventing and decreasing noise and/or vibration from any or all machines or machinery, such insulation or other devices for the prevention. decrease or elimination of noise satisfactory to Landlord shall be made in such manner and of such material as Landlord may direct. In the event that Tenant fails to comply with the aforesaid request within the fifteen (15) days aforementioned, Landlord may, at its option, by notice in writing to Tenant. cause the term of this lease to expire. Landlord in such event shall have the right to re-enter the premises by summary proceedings or otherwise without liability. Landlord shall not give less than thirty (30) days' notice of its election to terminate the lease as above provided. Landlord shall have the right to enter the demised premises with workmen and materials and to insulate the machinery as above provided, collecting from Tenant the cost of such work as additional rent in the event that Tenant fails to comply with the written request aforementioned after the expiration of fifteen
(15) days from the receipt thereof.

(i) Tenant shall not move any safe, heavy machinery, heavy equipment, freight, bulky matter. or fixtures into or out of the building without Landlord's prior written consent and the filing with Landlord of a Riggers Liability Insurance Certificate satisfactory of Landlord. If such safe, machinery, equipment, freight, bulky matter or fixtures require special handling, Tenant agrees to employ only persons holding a Master Rigger's License to do said work, and that all work in connection therewith shall comply with the Administrative Code of the City of New York.

(j) If the demised premises be or become infested with vermin, Tenant shall, at Tenant's expense, cause the same to be exterminated from time to time to the satisfaction of Landlord. and shall employ such exterminators and such exterminating company or companies as shall be approved by Landlord.

         (k) The water and wash closets and other plumbing
fixtures shall not be used for any purposes other than those for
which they were designed or constructed. and no sweepings,
rubbish, rags, acids or other substances shall be deposited
therein.

         (l) Tenant agrees to provide Proper receptacles as
called for by the Fire Department, Board of Fire Underwriters.
Fire Insurance Rating Organization or of the authority having
jurisdiction. Tenant hereby agrees to cause its rubbish or waste
to be disposed of at its own cost and expense, subject to all the
rules and regulations that from time to time may be made in
connection therewith by Landlord, including a regulation that
Tenant shall use a single rubbish or waste remover designated by
Landlord for the removal of the rubbish or waste of the tenants
in the building. Tenant further agrees that it shall not at any
time store any of its rubbish or waste in the lobbies, foyers,
passage-ways or other spaces adjacent to the premises herein
demised, nor shall Tenant place the rubbish (which is to be taken
by the waste remover) in the said areas prior to 5:00 P.M.

         (m) If Tenant is a lessee of any store in said building.
the said Tenant hereby agrees to keep the sidewalk. entrance and
passage-ways unencumbered and unobstructed and agrees further to
remove all ice and snow from the sidewalks immediately in front
of the demised premises.

         (n) Tenant will not suffer, permit or allow unusual or
objectionable odors to be produced upon or permeate from the
demised Premises.

NINETEENTH: - Tenant will not clean. nor require, permit, suffer    WINDOW
or allow any window in the demised Premises to be cleaned. from     CLEANING
the outside in violation of Section 202 of the Labor Law or of
the rules of the Board of Standards and Appeals or of any other
board or body having or asserting jurisdiction.
                                                                    NOTICE OF
TWENTIETH: - Tenant shall give prompt notice to Landlord of any     DAMAGE TO
accidents to or defects in the pipes and apparatus in the           PIPES OF
building or of any fire that may occur.                             FIRE

TWENTY-FIRST: - Tenant shall permit Landlord to erect, use and      LANDLORD'S
maintain, pipes and conduits in and through the demised premises.   ACCESS TO
Landlord or Landlord's agents shall have the right to enter the     PREMISES
demised premises at all times to examine the same, and to show
them to prospective purchasers or lessees of the building, and to
make such decorations, repairs, alterations, improvements or
additions as Landlord may deem necessary or desirable, and
Landlord and its representatives shall be allowed to take and
store all material into and upon said premises that may be
required therefor without the same constituting an eviction of
Tenant in whole or in part and the rent reserved shall in no wise
abate while said decorations, repairs, alterations, improvements,
or additions are being made, by reason of loss or interruption of
business of Tenant, or otherwise, During the six months prior to
the expiration of the term of this lease or any renewal term.
Landlord may exhibit the premises to prospective tenants or
purchasers, and place upon said premises, or the, exterior
thereof the usual notice "To Let" or "For Sale", which notices
Tenant shall permit to remain thereon without molestation. If,
during the last month of the term, Tenant shall have removed all
or substantially all of Tenant's property therefrom, Landlord may
immediately enter and alter, renovate and redecorate

                                        9

the demised premises. without elimination or abatement of rent.
or incurring liability to Tenant for any compensation. and such
acts shall have no effect upon this lease. If Tenant shall not be
personally present to open and permit an entry into said premises
at any time when for any reason an entry therein shall be
necessary or permissible, Landlord or Landlord's agents may enter
the same by a master key, or may forcibly enter the same. without
rendering Landlord or such agents liable therefor (if during such
entry Landlord or Landlord's agents shall accord reasonable care
to Tenant's propeny). and without in any manner affecting the
obligations and covenants of this lease. Nothing herein
contained. however shall be deemed or construed to impose upon
Landlord any obligation, responsibility or liability whatsoever,
for the care, Supervision or repair of the building or any part
thereof other than as herein provided. Landlord shall also have
the right at any time, without the same constituting an actual or
constructive eviction and without incurring any liability to
Tenant therefor, to change the arrangement and/or location of
entrances or passageways, doors and doorways, and corridors,
elevators, stairs, toilets, or other public parts of the building
and to change the name, number or designation by which the
building is commonly known.

TWENTY-SECOND: - Tenant agrees that Landlord may furnish            ELECTRICITY
electricity to Tenant on a "submetering" basis or on a "rent
inclusion" basis". Electricity and electric Service, as used
herein, shall mean any element affecting the generation,
transmission, and/or distribution or redistribution of
electricity, including but not limited to services which
facilitate the distribution of service.

         (a) Submetering: If and so long as Landlord provides
electricity to the demised premises on a submetering basis,
Tenant covenants and agrees to purchase the same from Landlord or
Landlord's designated agent at charges, terms and rates set, from
time to time, during the term of this lease by Landlord but not
more than those specified in the service classification in effect
on January 1, 1970 pursuant to which Landlord then Purchased
electric current from the public utility corporation serving the

part of the city where the building is located, provided however. said charges shall be increased in the same percentage as any percentage increase in the billing to Landlord for electricity for the entire building, by reason of increase in Landlord's electric rates or service classifications, subsequent to January 1, 1970, and so as to reflect any increase in Landlord's electric charges, including changes in market prices for electricity from utilities and/or other providers in fuel adjustments or by taxes or charges of any kind imposed on Landlord electricity purchases or redistribution, or for any other such reason, subsequent to said date. Any such percentage increase in Landlord's billing for electricity due to changes in rates, service classifications, or market prices, shall be computed by the application of the average consumption (energy and demand) of electricity for the entire building for the twelve (12) full months immediately prior to the rate and/or service classification change, or any changed methods of or rules on billing for same, applied on a consistent basis to the new rate and/or service classification or market price, and to the service classification and rate in effect on January 1, 1970. If the average consumption of electricity for the entire building for said prior twelve (12) months cannot reasonably be applied and used with respect to changed methods of or

rules on billing, then the percentage shall be computed by the use of the average consumption (energy and demand) for the entire building for the first three (3) months after such change, projected to a full twelve (12) months, so as to reflect the different seasons; and that same consumption so projected, shall be applied to the service classification and rate in effect on January 1, 1970. Where more than one meter measures the Service of Tenant in the building, the service rendered through each meter may be computed and billed separately in accordance with the rates herein specified. Bills therefore shall be rendered at such times as Landlord may elect and the amount, as computed from a meter. shall be deemed to be, and be paid as, additional rent. In the event that such bills are not paid within five (5) days after the same are rendered, Landlord may, without further notice, discontinue the Service of electric current to the demised premises without releasing Tenant from any liability under this lease and without Landlord or Landlord's agent incurring any liability for any damage or loss sustained by lessee by such discontinuance of service. If any tax is imposed upon Landlord's receipt from the sale, resale or redistribution of electricity or gas or telephone service to Tenant by any Federal. State, or Municipal authority, Tenant covenants and agrees that where permitted by law, Tenant's pro-rata share of such taxes shall be passed on to and included in the bill of. and paid by. Tenant to Landlord.

(b) Rent Inclusion: If and so long as Landlord provides electricity to the demised premises on a rent inclusion basis, Tenant agrees that the fixed annual rent shall be increased by the amount of the Electricity Rent Inclusion Factor ("ERIF"), as hereinafter defined. Tenant acknowledges and agrees (i) that the fixed annual rent hereinabove set forth in this lease does not yet, but is to include an ERIF of $2.95 per rentable square foot to compensate Landlord for electrical wiring and other installations necessary for, and for its obtaining and making available to Tenant the redistribution of electric current as an additional service; and (ii) that said ERIF shall be subject to periodic adjustments as hereinafter provided, has been partially based upon an estimate of the Tenant's connected electrical load, in whatever manner delivered to Tenant, which shall be deemed to be the demand (KW) and hours of use thereof, which shall be deemed to be the energy (KWH), for ordinary lighting and light office equipment and the Operation of the usual small business machines, including Xerox or other copying machines (such lighting and equipment are hereinafter called "Ordinary Equipment") during ordinary business hours ("ordinary business hours" shall be deemed to mean 50 hours per week), with Landlord providing an average connected load of 4 1/2 watts of electricity for all purposes per rentable square foot. Any installation and use of equipment other than Ordinary Equipment and/or any connected load and/or energy usage by Tenant in excess of the foregoing shall result in adjustment of the ERIF as hereinafter provided. For purposes of this lease the rentable square foot area of the presently demised premises shall be deemed to be 4,192 square feet.

If the cost to Landlord of electricity shall have been, or shall be increased or decreased subsequent to May 1, 1996 (whether such change occurs prior to or during the term of this Lease), by change in Landlord's electric rates or service classifications or electricity charges, including changes in market prices, or by any increase subsequent to the last such electric rate or service classification change or market price change, in

fuel adjustments or charges of any kind, or by taxes imposed on Landlord's electricity purchases or on Landlord's electricity redistribution. or for any other such reason, then the aforesaid ERIF portion of the fixed annual rent shall be changed in the same percentage as any such change in cost due to changes in electric rates, service classifications or market prices. and, also Tenant's payment obligation. for electricity redistribution, shall change from time to time so as to reflect any such increase in fuel adjustments or charges and such taxes. Any such percentage change in Landlord's cost due to change in Landlord's electric rates or service classifications or market prices shall be computed on the basis of the avenge consumption of electricity for the building for the twelve full months immediately prior to the rate change or other such changes in cost. energy and demand. and any changed methods of or rules on billing for same, applied on a consistent basis to the new electric rate or service classification or market price and to the immediately prior existing electric rate or service classification or market price. If the average consumption (energy and demand) for the entire building for said prior (12) months cannot reasonably be applied and used with respect to changed methods of or rules on billing, then the Percentage increase shall be computed by the use of the average consumption (energy and demand) for the entire building for the first three (3) months after such change. projected to a full twelve (12) months, so as to reflect the different seasons; and that same consumption projected, shall be applied to the rate and/or service classification or market price which existed immediately prior to the change. The parties agree that a reputable, independent electrical consultant firm, selected by Landlord ("Landlord's electrical consultant"), shall determine the percentage change for the changes in ERIF due to Landlord's changed costs, and that Landlord's electrical consultant may from time to time make surveys in the demised premises of the electrical equipment and fixtures and use of current (i) If such survey shall reflect a connected electrical load in the demised premises in excess of 4 1/2 watts of electricity for all purposes per rentable square foot and/or energy usage in excess of ordinary business hours (each such excess hereinafter called "excess electricity") then the connected electrical load and/or the hours of use portion(s) of the then existing ERIF shall be increased by an amount which is equal to a fraction of the then existing ERIF. the numerator of which is the excess electricity (i.e. excess connected load and/or excess usage) and the denominator of which is the connected load and/or the energy usage which was the basis of the then existing ERIF. Such fractions shall be determined by Landlord's electrical consultant. The fixed annual rent shall then be appropriately adjusted, effective as of the date of any such change in connected load and/or usage, as disclosed by said survey. (ii) If such survey shall disclose installation and use of other than Ordinary Equipment, then effective as of the date of said survey. there shall be added to the ERIF portion of fixed annual rent (computed and fixed as hereinbefore described) an additional amount equal to what would be paid under the SC-4 Rate I Service Classification in effect on May 1, 1996 (and not the time-of-day rate schedule) for such load and usage of electricity, with the connected electrical load deemed to be the demand (KW) and the hours of use thereof deemed to be the energy (KWH), as hereinbefore provided, (which addition to the ERIF shall be increased or decreased by all electricity cost changes of Landlord. as hereinabove provided. from May 1.1996 through the date of billing).

In no event, whether because of surveys, rates or cost changes, or for any other reason, is the originally specified $2.95 per rentable square foot ERIF portion of the fixed annual rent (plus any net increase thereof, but not decrease. by virtue of all electricity rate, service classification or market price changes of Landlord subsequent to May 1, 1996) to be reduced.

(c) General Conditions: The determinations by Landlord's electrical consultant shall be binding and conclusive on Landlord and Tenant from and after the delivery of copies of such determinations to Landlord and Tenant. unless, within fifteen
(15) days after delivery thereof, Tenant disputes such determination. If Tenant so disputes the determination, it shall, at its own expense, obtain from a reputable, independent electrical consultant for its own determinations in accordance with the provisions of this Article. Tenants consultant and Landlord's consultant then shall seek to agree. If they cannot agree within thirty (30) days they shall choose a third reputable electrical consultant, whose cost shall be shared equally by the parties, to make similar determinations which shall be controlling. (If they cannot agree on such third consultant within ten (10) days, than either party may apply to the Supreme Court in the County of New York for such appointment.) However, pending such controlling determinations. Tenant shall pay to Landlord the amount of additional rent or ERIF in accordance with the determinations of Landlord's electrical consultant. If the controlling determinations differ from Landlord's electrical consultant, then the parties shall promptly make adjustment for any deficiency owed by Tenant or overage paid by Tenant.

At the option of Landlord. Tenant agrees to purchase from Landlord or its agents all lamps and bulbs used in the demised premises and to pay for the cost of installation thereof. Supplementing Article 53 hereof, if all or part of the submetering additional rent or the ERIF payable in accordance with subdivision (a) or (b) of this Article becomes uncollectible or reduced or refunded by virtue of any law, order or regulation, the parties agree that, at Landlord's option, in lieu of submetering additional rent or ERIF, and in consideration of Tenant's use of the building's electrical distribution system and receipt of redistributed electricity and payment by Landlord of consultant's fees and other redistribution costs, the fixed annual rental rate(s) to be paid under this lease shall be increased by an "alternative charge" which shall be a sum equal to $2.95 per year per rentable square foot of the demised premises changed in the same percentage as any increases in the cost to Landlord for electricity for the entire building subsequent to May 1, 1996, because of electric rate. service classification or market price changes. such percentage change to be computed as in subdivision (b) provided.

Landlord shall not be liable to Tenant for any loss or damage or expense which Tenant may sustain or incur if either the quantity or character of electric Service is changed or is no longer available or suitable for Tenant's requirements. Tenant covenants and agrees that at all times its use of electric current shall never exceed the capacity of existing feeders to the building or Wiring installation. Tenant agrees not to connect any additional electrical equipment to the building electric distribution system, other than lamps, typewriters and other small office machines which consume comparable amounts of electricity without Landlord's prior written consent, which consent shall not be unreasonably withheld. Any riser or risers to Supply Tenant's electrical requirements, upon written request of Tenant, will be installed by Landlord. at

the sole cost and expense of Tenant, if, in Landlord's sole
judgment, the same are necessary and will not cause permanent
damage or injury to the building or demised premises or cause or
create a dangerous or hazardous condition or entail excessive or
unreasonable alterations, repairs or expense or interfere with or
disturb other tenants or occupants. In addition to the
installation of such riser or risers. Landlord will also at the
sole cost and expense of Tenant, install all other equipment,
proper and necessary in connection therewith subject to the
aforesaid terms and conditions. The parties acknowledge that they
understand that it is anticipated that electric rates, charges,
etc., may be changed by virtue of time of day rates or changes in
other methods of billing, and/or electricity purchases and the
redistribution thereof, and fluctuation in the market price of
electricity, and that the references in the foregoing paragraphs
to changes in methods of or rules on billing are intended to
include any such changes. Anything hereinabove to the contrary
notwithstanding, in no event is the submetering additional rent
or ERIF. or any "alternative charge", to be less than an amount
equal to the total of Landlord's payments to public utilities
and/or other providers for the electricity consumed by Tenant
(and any taxes thereon or on redistribution of same) plus 5%
thereof for transmission line loss, plus 15% thereof for other
redistribution costs. The Landlord reserves the right. at any
time upon thirty (30) days' written notice, to change its
furnishing of electricity to Tenant from a rent inclusion basis
to a submetering basis, or vice versa, or to change to the
distribution of less than all the components of the existing
service to Tenant. The Landlord reserves the right to terminate
the furnishing of electricity on a rent inclusion. submetering,
or any other basis at any time. upon thirty (30) days' written
notice to the Tenant. in which event the Tenant may make
application directly to the public utility and/or other providers
for the Tenant's entire separate supply of electric current and
Landlord shall permit its wires and conduits to the extent
available and safely capable, to be used for such purpose, but
only to the extent of Tenant's then authorized load. Any meters,
risers, or other equipment or connections necessary to furnish
electricity on a submetering basis or to enable Tenant to obtain
electric current directly from such utility and/or other
providers shall be installed at Tenant's sole cost and expense.
Only rigid conduit or electricity metal tubing (EMT) will be
allowed. The Landlord, upon the expiration of the aforesaid
thirty (30 ) days' written notice to the Tenant may discontinue
furnishing the electric current but this lease shall otherwise
remain in full force and effect. If Tenant was provided
electricity on a rent inclusion basis when it was so
discontinued, then commencing when Tenant receives such direct
service and as long as Tenant shall continue to receive such
service the fixed annual rent payable under this lease shall be
reduced by the amount of the ERIF which was payable immediately
prior to such discontinuance of electricity on a rent inclusion
basis.

TWENTY-THIRD: - (a) If Landlord installs a water meter to measure   WATER
Tenant's water consumption for all purposes, Tenant shall pay       SEWER RENTS
Landlord for the cost of the meter and the cost of the
installation thereof and throughout the duration of Tenants
occupancy Tenant shall keep said meter and installation equipment
in good working order and repair at Tenant's own cost and
expense, in default of which Landlord may cause such meter and
equipment to be replaced or repaired and collect the cost thereof
from Tenant.

                                       14

Tenant agrees to pay for water consumed, as shown on said meter
as and when bills are rendered, and on default in making such
payment Landlord may pay such charges and collect the same from
Tenant. Landlord may inspect such water meter at any time and
shall have access thereto at all times for the purpose of such
inspection.

         (c) In addition to the foregoing. Tenant agrees to pay
its proportionate share of the water consumed in the toilets and
other portions of the premises over which Landlord may reserve
control, irrespective of the fact that the same shall be located
outside of the demised premises.

         (d) Tenant covenants and agrees to pay its pro rata
share of the sewer rent, charge or any other tax, rent levy or
charge which now or hereafter is assessed, imposed or a lien upon
the demised premises or the realty of which they are part
pursuant to law, order or regulation made or issued in connection
with the us. consumption, maintenance or supply of water, water
system or sewage or Sewage connection or system.

         (e) The bill rendered by Landlord for metered water,
sewer or any other charges provided for in this paragraph "23"
shall be based upon Tenant's consumption and shall be payable by
Tenant as additional rent. Any such costs or expenses incurred or
payments made by Landlord for any of the reasons or purposes
hereinabove stated, shall be deemed to be additional rent payable
by Tenant and collectible by Landlord as such. If the building or
the demised premises or any part thereof be supplied with water
through a meter through which water is also supplied to other
premises, Tenant shall pay to Landlord as additional rent, on the
first day of each month, $55.00 as Tenant's portion.
Independently of and in addition to any of the remedies reserved
to Landlord hereinabove or elsewhere in this lease. Landlord may
sue for and collect any monies to be paid by Tenant or paid by
Landlord for ANY of the reasons or purposes hereinabove set
forth.

TWENTY-FOURTH: - If the sprinkler system or any of its appliances   SPRINKLER
shall be damaged or injured or not in proper working order by
reason of ANY act or omission of Tenant, Tenant's agents,
servants, employees, licensees or visitors, Tenant shall
forthwith restore the same in good working condition at its own
expense: and if the New York Board of Fire Underwriters or the
New York Fire Insurance Rating Organization or any bureau.
department or official of the State or City Government, require
or recommend that any changes, modifications. alterations or
additional sprinkler heads or other equipment be made or supplied
by reason of Tenant's business, or the location of partitions,
trade fixtures. or other contents of the demised premises. or for
any other reason. or if any such changes, modifications,
alterations, additional sprinkler heads or other equipment,
become necessary to prevent the imposition of a penalty or charge
against the full allowance for a sprinkler system in the fire
insurance rate as fixed by said Rating Organization, or by any
Fire Insurance Company, Tenant shall, at Tenant's expense,
promptly make and supply such changes, modifications,
alterations. additional sprinkler heads or other equipment.
Tenant shall pay to Landlord as additional rent the sum of $55.00
on the first day of each month during the term of this lease. as
Tenant's portion of the contract price for sprinkler supervisory
service.

                                       15

TWENTY-FIFTH: - Tenant shall have the privilege of using the air    AIR CONDI-
conditioning system which affects the whole or a portion of the     TIONING
demised premises, and shall. at its own cost and expense maintain
and operate said system in compliance with all present and future
laws and governmental requirements, and shall obtain all
governmental licenses and permits now or hereafter required.
Tenant shall pay for all electric current, water and refrigerants
used in connection with said system. Tenant, at its own cost and
expense, shall make or cause to be made. all repairs.
alterations. changes. additions or improvements in and to said
system which may be necessary or which may be required or
recommended by Landlord or by any governmental authority, and
shall furnish all parts and supplies necessary or desirable in
connection therewith. but no alterations, changes, additions or
improvements shall be made by Tenant without the advance written
consent of Landlord. Landlord's charges for electric current.
water and refrigerants and for such parts, supplies, repairs,
alterations, changes, additions or improvements as are caused to
be furnished or made by Landlord shall be payable by Tenant as
additional rent upon presentation of Landlord's bill for same. If
Tenant shall default in paying any such bill for five (5) days,
Landlord shall have the right, in addition to any other rights
under this lease to terminate the operation of said air
conditioning system without notice to Tenant, and if such default
shall continue for sixty (60) days. Landlord shall have the right
to remove the whole or any part of said system from the demised
premises without notice to Tenant. The non-functioning or
defective functioning of said air conditioning system, or
Tenant's inability to operate or maintain the same in compliance
with lawful requirements, or Landlord's removal thereof or
termination of the Operation thereof as provided in this
paragraph, or any delay, discomfort or inconvenience suffered by
Tenant in connection therewith or. without limitation of or by
the foregoing, any other matter or thing related to such system,
shall not give rise to any obligation or liability on the part of
Landlord and shall not affect this lease or be deemed to release
or discharge Tenant of any of Tenant's obligations or liabilities
under this lease or otherwise. Title to said system and all
present and future parts thereof is and shall be vested in
Landlord.

TWENTY-SIXTH: - (a) As long as Tenant is not in default under any   ELEVATOR
of the covenants of this lease. Landlord shall provide necessary
elevator facilities on business days from 8:00 A.M. to 6:00 P.M.
and on Saturdays 8:00 A.M. to 1:00 P.M. On Sundays. holidays and
nights. Landlord will furnish at least one (1) elevator (b) If
the building of which the demised premises are a part supplies
manually operated elevator service. Landlord may proceed with
alterations necessary to substitute automatic control elevator
service upon ten (10) days' written notice to Tenant without in
any way affecting the obligations of Tenant hereunder, provided
that the same shall done with the minimum amount of inconvenience
to Tenant, and Landlord pursues with due diligence the completion
of the alterations. Where automatic control elevator service is
now, or hereafter furnished, and the premises contain an entire
floor or floors. Tenant will provide. at its own cost and
expense, locks for all entrances to such floor or floors from the
elevators; (c) Tenant agrees it will not permit its employees
other than office help to use the passenger

                                       16

elevator in said building. nor will it permit them to use the
stair leading to and from the passenger entrance to said
building. Landlord may prescribe and regulate which elevator and
entrance shall be used by Tenant's employees and for Tenant's
shipping.

TWENTY-SEVENTH: Landlord will: (a) Furnish heat to the demised
premises when and as required by law, on business days during
regular Cause to be kept clean the public halls and public
portions or the building.

        (f) Cause to be kept clean the public halls and public      HEAT,
portions of the building, which are used in common by all           CLEANING,
Tenants.                                                            PUBLIC
                                                                    AREAS
TWENTY-EIGHTH: - It is expressly agreed that if in consequence of
the use of the demised premises for manufacturing purposes any
Municipal or State Authority requires alterations and additions     REQUIRED
to such premises or the building of which they are a part.          ALTERATIONS
Landlord, in addition to other remedies provided for in this        MACHINERY
lease, shall have the option of terminating this lease on sixty
60) days' written notice to Tenant. Upon expiration of said sixty
(60) days, the term of this lease shall terminate, and Tenant
shall immediately vacate the premises. In such event, Landlord
shall refund to Tenant the unearned pro rata portion of any rent
paid in advance. Landlord reserves the privilege of complying
with any order, rule or regulation as aforementioned in order to
remove such violation, if any. In any event, Tenant waives any
and all claims for damages growing out or the work in the
building or on the premises in connection therewith. In the event
that the violation can be removed by Tenant's limiting the number
of employees in the demised premises, Tenant shall so limit the
number of employees immediately and no claim for damages or any
loss may be made against Landlord therefore.

TWENTY-NINTH: - Tenant shall have the use of the partitions         FIXTURES
existing in the premises demised herein and of all outer            AND PARTI-
equipment, fixtures and appurtenances installed by Landlord prior   TIONS IN-
to or during the term hereof. The ownership of all such property    STALLED BY
shall at all times be vested in Landlord and Possession thereof     LANDLORD
shall revert to Landlord upon the expiration of the lean.

THIRTIETH: - If any vault space is adjacent to the demised          VAULTS
premises, the same shall not be or be decreed to be part of the
demised premises or its appurtenances. Landlord may permit Tenant
to use alien vault space gratuitously, but such permission may be
revoked by Landlord at any time on two (2) days' notice. Landlord
shall have the right at any time to cause a wall to be erected
for the purpose of sealing off such vault space from the demised
premises. Said wall my be erected wholly or partly on that
portion of the demised premises which abuts such vault space.
Landlord and its designees shall have the right from time to time
to enter and remain upon the demised premises which abuts such
vault space. Landlord and its designees shall have the right from
time to time to enter and remain upon the demised premises with
men and materials for the purposes of erecting such wall. Tenant
shall not be entitled to any compensation, abatement of rent, or
other claim by reason of any action taken under this paragraph or
by on behalf of Landlord. Any fee or license charge or tax of
municipal authorities for such vault shall be paid by Tenant.

                                       17

THIRTY-FIRST: - Landlord or its agents shall not be liable for      LIABILITY OF
any damage to Property of Tenant or of others entrusted to          LANDLORD
employees of the building, nor for the loss of or damage to any     PROPERTY
property of Tenant by theft or otherwise, Landlord or its agents    LOSS DAMAGE
shall not be liable for any injury or damage to persons or
property resulting from fire, explosion, falling ceilings,
falling plaster, steam, gas, electricity, water. rain or snow or
leaks from any part of said building or from the pipes,
appliances or plumbing works or from he roof, street or
subsurface or from any other place or by dampness or by any other
cause whatsoever nature, including but not limited to the making
of repairs and improvements. unless caused by or due to the
negligence of Landlord, his agents, servants or employees; nor
shall Landlord or its agents be liable for any such damage caused
by other tenants or persons in said building or caused by
operations in construction of any private, public or quasi public
work; nor shall Landlord be liable for any latent defect in the
demised premises or in the building of which they form a part.
Tenant shall give immediate notice to Landlord din case of fire
or accidents in the demised premises or in the building or of
defects therein or in any fixtures or equipment.

THIRTY-SECOND: - Tenant shall throughout the term and thereafter    INDEMNITY
indemnify Landlord and save it harmless and free from damages,
liabilities, penalties, losses, expenses, causes of action,
claims, suits and judgments, as well as all expenses and
attorneys' fees, arising from injury during said term to person
or property of any nature, and also for any matter or thing
growing out of the occupation of the demised premises or the
streets, sidewalks, or vaults adjacent; thereto occasioned in
whole or part by any act or acts, omission or omissions of
Tenant, its employees, guests, assigns or undertenants.

THIRTY-THIRD: - Neither this lease nor any obligation hereunder on  LIABILITY OF
Tenant's part to be performed including, but not limited to,        LANDLORD
Tenant's obligation to pay the rents provided for hereunder)        SERVICE
shall in any wise be released, discharged, impaired, excused or     INERRUPTION
otherwise affected because of Landlord's inability to supply,       ACTS BEYOND
furnish or make such services, fixtures, equipment, repairs,        CONTROL
additional improvements, alterations and/or decorations, if any,
as Landlord may be required to supply, furnish or make hereunder
or in connection with herewith or because of any delay in
supplying, furnishing or making any of the foregoing, if such
inability or delay directly or indirectly results from or is
caused by or attributable to any cause or thing whatsoever beyond
Landlord's control, including, but not limited to, any law or
ordinance or any governmental 0rder, rule, regulation or
requirement, or any shortages in supplies, materials or labor, or
any acts of God or any labor difficulties, disasters or acts of
public enemies and in any such event Landlord shall be relieved
of any liability to Tenant which it might otherwise have had by
reason of any such requirement. Lessee agrees to look solely to
Lessor's estate and interest in the land and building or the
lease of the building or of the land and building and the demise
premises, for the satisfaction of any right or remedy of Lessee
for the collection of a judgment (or other judicial process)
requiring the payment of money by Lessor, in the vent of any
liability by Lessor, and no other property or assets of Lessor
shall be

                                       18

subject to levy, execution or other enforcement procedure for the
satisfaction of Lessee's remedies under or with respect to this
lease, the relationship of landlord and tenant hereunder, or
Lessee's use and occupancy of the demised premises or any other
liability of Lessor to Lessee (except for negligence.)

THIRTY-FOURTH: - This lease is and shall be subject to              SUBORDI-
subordinate at all times to all present or future leases and        NATION
subleases of the entire building or the land and entire building
of which the demised premises form a part and to all mortgages
which now affect or may hereafter affect or be made in respect of
such leases and subleases or the real property of which the
demised premises form a part (whether or not such leasees or
mortgages also affect any other or additional real property), and
to all renewals, modifications , consolidations, replacements and
extensions thereof, and to all advances made or hereafter to be
made upon the security thereof. This clause shall be
self-operative and no further instrument in writing to effectuate
such subordination shall be necessary. In confirmation of such
subordination, however, Tenant shall, on demand, promptly
execute, acknowledge and deliver such further instruments or
certificates that Landlord may request. Tenant hereby irrevocably
appoints Landlord the attorney-in-fact of Tenant to execute,
acknowledge and deliver any such instrument or certificate for or
on behalf of Tenant. In the event that any Master Lease or any
other ground or underlying lease is terminated, or any mortgage
foreclosed, this lease shall not terminate or be terminable by
Lessee unless Lessee was specifically named in any termination or
foreclosure judgment or final order. In the event that the Master
Lease or any other ground or underlying lease is terminated as
aforesaid, Lessee agrees to enter into a new lease covering the
within premises, for the remaining term of this lease and
otherwise on the same terms, conditions and rentals as herein
provided, with and at the election of the holder of any superior
lease, or if there is no superior lease in existence, then with
and at the election of the holder of any superior lease, or if
there is no superior lease in existence, then with and at the
election of the holder of the fee title to the premises. If the
current term of the Master Lease shall expire prior to the date
set forth herein for the expiration of this Lease, the term of
this lease shall expire on the date of expiration of the Master
Lease, notwithstanding the later expiration date hereinabove set
forth. If the Master Lease is renewed, then the term of this
lease shall expire as hereinabove set forth. Form time to time,
Lessee, on at least ten (10) days' prior written request by
Lessor, will deliver to Lessor a statement in writing certifying
that this lease is unmodified and in full force and effect (or if
there shall have been modifications, that the same is in full
force and effect as modified and stating the modifications) and
the dates to which the rent and other charges have been paid and
stating whether or not the Lessor is in default in performance of
any covenant, agreement or condition contained in this lease and,
if so, specifying each such default of which Lessee may have
knowledge. This paragraph shall not be deemed modified in whole
or in part by any provision of this lease or any rider thereof
during the term hereof, unless such provisions or rider shall by
its terms expressly so modify it.

THIRTY-FIFTH: - Provided the damage not be caused by the fault or   FIRE
neglect of Tenant or its -employees, agents, visitors or
licenses, in the even of damage by fire or other action of the
elements, to the demised premises, not rendering all of them
unfit for

                                       19

occupancy, Landlord shall repair them with reasonable dispatch
after notice of such damage and the rent accrued or accruing;
shall not cease but if the damage be so extensive as to render
all of the demised premises untenable, the rent shall cease until
repaired, provided the damage be not caused by the carelessness
or negligence of Tenant or of the agents or servants of Tenant.
No penalty shall accrue for reasonable delay which may arise by
reason of adjustment of insurance on the part of Landlord and/or
Tenant. No penalty shall accrue for reasonable delay which may
arise by reason of adjustment of insurance on the part of
Landlord and/or Tenant, and for reasonable delay on account of
"labor troubles" or any other cause beyond Landlord's control. If
the demised premises are totally damaged or are rendered wholly
untenable by fire or other cause, and if Landlord shall decide
not to restore or not to rebuild the same, or if the building
shall be so damaged that Landlord shall decide to demolish it or
to rebuild it, or if the cost of restoration of the building of
which the demised premises are a part resulting from the
aforesaid fire or other casualty shall exceed the sum of
$3,000.000, then or in any of such events Landlord within ninety
(90) days after such, fire or other cause give Tenant a notice in
writing of termination, which notice shall be given as provided
in this lease, and thereupon the term of this lease shall expire
by lapse of time upon the third day after such notice is given,
and Tenant shall vacate the demised premises and surrender the
same to Landlord. If Tenant shall not be in default under this
lease then, upon the termination of this lease under the
conditions provided for in the sentence immediately preceding.
Tenant's liability for rent shall cease as of the day following
the casualty. Tenant hereby expressly waives the provisions of

Section 227 of the Real Property Law and agrees that if the ongoing provisions of this paragraph shall govern and control in lieu thereof If the damage or destruction be due to the fault or neglect of Tenant, the debris shall be removed by and at the expense of Tenant.

THIRTY-SIXTH: - If the whole or any part of the demised premises shall be acquired or condemned by Eminent Domain for any public or quasi public use or purpose, then and in that event, the term of this lease shall cease and terminate from the date of title vesting in such proceeding. If any part of the land or the building of which the demised premises or a part shall be so acquired or condemned, then and in that event the term of this lease, at the option of the Landlord, shall cease and terminate on ten (10) days' notice by Landlord to Tenant. In neither event shall Tenant have any claim for the value of any unexpired term of said lease.

THIRTY-SEVENTH: - When and to the extent permitted by law, the names agree that the following Provisions shall apply to this lease and tenancy, (and that the provisions of 11 U.S.C. ss. 365(b) shall be applied): (a) If at any time prior to the date herein fixed as the commencement of the term of this lease there shall be filed against Tenant thereof or if such filing is made by Tenant in any court pursuant to any statute either of the United States or of any State a petition in bankruptcy or insolvency or for reorganization or for the appointment of receiver or trustee of all or a portion of Tenant's property and within thirty (30) days thereof Tenant fails to secure a discharge thereof. or if Tenant makes an assignment for the benefit of creditors, or petition for or enters into an agreement this lease shall ipso facto be cancelled and terminated, and in which event

neither Tenant nor any person claiming through or under Tenant or by virtue of any statute or of an order of any court shall be entitled to possession of the demised premises and Landlord. In addition to the other rights and remedies given by (c) hereof and by virtue of any other provision herein or elsewhere in this lease contained or by virtue of any statute or rule of law, may retain as liquidated damages any rent, security, deposit or monies, received by him from Tenant or others on behalf of Tenant upon the execution hereof.

(g) If at the date fixed as the commencement of the term CONDEMNATION of this lease or if at any time during the term hereby demised, there shall be filed against Tenant thereof or if such filing is made by Tenant in any court pursuant to any statute of the United States or any State a petition of bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion or Tenant's property and within thirty (30) days thereof if Tenant fails to secure a discharge thereof or if Tenant makes an assignment for the benefit of creditors or petition for or enter into an arrangement, this lease, at the option of Landlord, exercised within a reasonable time after notice of the happening of any one or more of such events, may be cancelled and terminated, and in which event neither Tenant nor any person claiming through or under Tenant by virtue of ant statute or of an order of any court shall be entitled to possession or to remain in possession of the premises demised, but shall forthwith quit and surrender the premises, and Landlord. In addition to the other rights and remedies Landlord has by virtue of any other provision herein or elsewhere in this lease contained or by virtue of any statute or rule of law, may from time to time retain as liquidated damages any rent, security deposit or monies received by him from Tenant or others on behalf of Tenant.

(h) It is stipulated and agreed that in the vent of the BANKRUPTCY termination of this lease pursuant to (a) or (b) hereof, Landlord shall forthwith, notwithstanding any other provisions of this lease to the contrary, be entitled to recover from Tenant as and for liquidated damages in an amount equal to the difference between the rent reserved hereunder for the unexpired portion of the term demised and the then fair and reasonable rental value of the demised premises for the same period. In the computation of such damages, the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the demised premises for the period for which such installment was payable shall be discounted to the date of termination at the rate of four percent (4%) per annum. If such premises or any part thereof be re-let by Landlord for the unexpired term of said lease, or any part thereof, before presentation of proof of such liquidated damages to any court, commission or tribunal, the amount of rent reserved upon such re-letting shall be prima facie to be fair and reasonable rental value for the part or the whole of the premises so re-let during the term of the re-letting. Nothing herein contained shall limit or prejudice the right of Landlord to prove for and obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statue or rule of law in effect at the time when and governing the proceeding in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of the difference referred to above.

THIRTY-EIGHTH: - Tenant has deposited with Landlord the sum of $27,000.00 as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease, it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default or for any sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the premises, whether such damage or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Tenant shall upon deemed, deposit with Landlord the full amount so used, in order that Landlord shall have the full security deposit on hand at all times. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the premises, whether such damage or deficiency accrued before or after summary proceedings or others re-entry by Landlord. Tenant shall, upon demand, deposit with Landlord the full amount so used, in order that Landlord shall have the full security deposit on hand at all times. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to Tenant after the date fixed as the end of the lease and after delivery of entire possession of the demised premises to Landlord. In the event of any transfer or conveyance by Landlord of its lease to the building of which the demised premises form a part, hereinafter referred to, Landlord shall have the right to transfer the security to the transferee or grantee, and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Landlord solely for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord not its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

THIRTY-NINTH: - (a) If Tenant defaults in fulfilling any of the SECURITY covenants of this Lease other than the covenants for the payment of rent or additional rent, or of any ancillary agreement, or if the demised premises become vacant or deserted, then, in nay one or more of such events, upon Landlord serving a written five (5) days' notice upon Tenant specifying the nature of said default and upon the expiration of said five (5) days. If Tenant shall have failed to comply with or remedy such default, or if the said default or omission complained of shall be of such a nature that the same cannot be completely cured or remedied within said five
(5) days period, and if Tenant shall not have diligently commenced curing such default within such five (5) day period, and shall not thereafter with reasonable diligence and in good faith proceed to remedy or

cure such default, then Landlord may serve a written three (3)
day notice of cancellation of this lease upon Tenant, and upon
the expiration of said three (3) days, this lease and the term
thereunder shall end and expire as fully and completely as if the
date of expiration of such three (3) day period were the day
herein definitely fixed for the end and expiration of this lease
and the term thereof, and Tenant shall then quit and surrender
the demised premises to Landlord, but Tenant shall remain liable
as hereinafter provided.

         (b) If the notice provided for in (a) hereof shall have
been given, and the term shall expire as aforesaid; or (1) if
Tenant shall make default in the payment of the rent reserved
herein or any item of additional rent herein mentioned or any
part of either or in making any other payment herein provided; or
(2) if any execution or attachment shall be issued against Tenant
or any of Tenant's property whereupon the demised premises shall
be taken or occupied or attempted to be taken or occupied by
someone other than Tenant; or (3) if Tenant shall make default
with respect to any other lease between Landlord and Tenant; or
(4) if Tenant shall fail to move into or take possession of the
premises within fifteen (15) days after commencement of the term
of this lease, of which fact Landlord shall be the sole judge;
then and in any of such events Landlord may without notice,
reenter the demised premises either by force or otherwise, and
dispossess Tenant by summary proceedings or otherwise; and the
legal representative of Tenant or other occupant of demised
premises and remove their effect and hold the premises as if this
lease had not been made, and Tenant hereby waives the service of
notice of intent to or to institute legal proceedings to that
end. If Tenant shall make default thereunder prior the date of
the commencement of any renewal or extension of this lease,
Landlord may cancel and terminate such renewal or extension
agreement by written notice.

         (i) If Tenant is presently in possession of the demised
premises pursuant to a lease in writing heretofore made and if,
before the commencement of the term herein provided the aforesaid
lease shall be terminated or Tenant shall be dispossessed or
shall voluntarily or involuntarily vacate, surrender or remove
from the demised premises, then this lease shall, at the option
of Landlord, be terminated, but Tenant shall nevertheless remain
liable as hereinbefore provided.

FORTIETH: - In case of any such default, re-entry, expiration       DEFAULT
and/or dispossess by summary proceedings or otherwise, (a) the
rent and additional rent shall become due thereupon and be paid
up to the time of such re-entry, dispossess and/or expiration,
together with such expenses as Landlord may incur for legal
expenses, attorney's fees, brokerage, and/or putting the demised
premises in good order, or for preparing the same for re-rental;
(b) Landlord may re-let the premises or any part or parts
thereof, either in the name of Landlord or otherwise, for a term
or terms, which may at Landlord's option be less than or exceed
the period which would otherwise have constituted the balance of
the term of this lease and may grant concessions or free rent;
and/or (c) Tenant or the legal representatives of Tenant shall
also pay Landlord as liquidated damages for the failure of Tenant
to observe and perform said Tenant's covenants herein contained,
any deficiency between the rent hereby reserved and/or covenanted
to be paid and the net

                                       23

amount, if any, of the rents collected on account of the lease or
leases of the demised premises for each month of the period which
would otherwise have constituted the balance of the term of this
lease. The rent received from any re-letting or re-lettings, but
only for the un-expired portion of this lease, shall be applied
first to the payment of Landlord's expenses in resuming
possession and re-letting the premises, which expenses shall
include abut not be limited to attorneys fees, brokerage
commissions, cleaning, repairs, painting and decoration. The
balance, if any, shall be applied in payment of all unpaid rent,
additional rent and other charges due from Tenant hereunder,
irrespective of whether the liability therefor arose prior or
subsequent of the date of the expiration of the term hereof.
Tenant hereby covenants and agrees to pay to Landlord, within a
reasonable time after demand therefor shall be made, the balance,
if any, remaining unpaid. In the vent that any re-letting
hereunder results in Landlord's receiving from Tenant in any
month an amount in excess of the amount due for such month, then
and in that event Tenant shall not be obligated to make any
payment to Landlord for rent due in such month, nor shall
Landlord at any time be obligated to make any refund or apply any
credit to Tenant with respect to such rent, and Tenant shall have
no claim by way of defense to a suit or otherwise that Landlord
has received for any prior month or that nay new tenant has
agreed to pay for any subsequent month a greater amount than that
hereinabove reserved to be paid as rent for that month. The
failure or refusal of Landlord to re-let the premises or any part
or parts thereof shall not releas3 or affect Tenant's liability
for damages. Any security in Landlord's possession not retained
by it as liquidated damages may be applied by it for nay or all
of the aforesaid purposes. Any such liquidated damages shall be
prepaid as additional rent hereunder in monthly installments by
Tenant on the rent day specified in this lease and nay suit
brought to collect the amount of the deficiency for any month
shall not prejudice in any way the rights of Landlord to collect
the deficiency for any subsequent month by a similar proceeding.
Landlord at Landlord's option, may make such alterations,
repairs, replacements and/or decorations in the demised premises
as Landlord in Landlord's sole judgment considers advisable and
necessary for the purposes of re-letting the demised premises;
and the making of such alterations and/or decorations shall not
operate or be construed to release Tenant from liability
hereunder as aforesaid. Landlord shall in no event be liable in
any way whatsoever for failure to re-let the demised premises, or
in the event that the demised premises are re-let, for failure to
collect the rent thereof under such re-letting. In the vent of a
breach or threatened breach by Tenant of any of the covenants or
provisions hereof, Landlord shall have the right of injunction
and the right to invoke any remedy allowed at law or inequity as
if re-entry, summary proceedings and other remedies were not
herein provided for. Mention in this lease or any particular
remedy, shall not preclude Landlord from any other remedy, in law
or in equity.

FORTY-FIRST: - Notwithstanding anything elsewhere contained in      REMEDIES OF
this lease, if by reason of any present or future cause or thing    LANDLORD
whatsoever (including, without limitation, by reason of any
statute, ordinance or judgment, decree, court order to
governmental rule or regulation). Tenant will not or shall not be
required to pay to Landlord the full amount of rent and
additional rent reserved hereunder, then Landlord, at its
unrestricted option, may give Tenant not less than five (5) days
notice of intention to end this lease

                                       24

and the term hereof and thereupon on the date specified in said
notice, this lease and the term hereof shall expire as fully and
completely as if that date were the date, herein originally fixed
for the expiration of this lease and the term hereof.

FORTY-SECOND: - It is mutually agreed by and between Landlord and
Tenant that the respective parties hereto shall and they hereby
do waive trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other on nay
matters whatsoever arising out of or in any way connected with
this lease, the relationship of landlord and tenants. Tenant's
use or occupancy of said premises, except for personal injury or
property damage, or involving the right to any statutory relief
or remedy. Tenant will not interpose any counterclaim of any
nature in any summary proceeding. The provisions of this
paragraph shall be binding upon the respective heirs,
distributees, executors, administrators, successors and assigns
of the parties hereto and all subtenants hereunder.

FORTY-THIRD: - Tenant hereby expressly waives any and all rights
of redemption granted by or under any present or future laws in
the event of Tenant being evicted or dispossessed for any cause,
or in the event of Landlord obtaining possession of demised
premises, by reason of the violation by Tenant of any of the
covenants and conditions of this lease, or otherwise.

FORTY-FOURTH:- (A) If there by any agreement between Landlord and
Tenant providing for the cancellation of this lease upon certain
provisions or contingencies, and/or an agreement for the renewal
hereof at the expiration of the term first above mentioned, the
right to such renewal or the execution of a renewal agreement
between Landlord and Tenant prior to the expiration of such first
mentioned term shall not be considered an extension thereof or a
vested right in Tenant to such further term, so as to prevent
Landlord from canceling this lease and any such extension thereof
during the remainder of the original term hereby granted; such
privilege, if and when so exercised by Landlord, shall cancel and
terminate this lease and any such renewal or extension previously
entered into between said Landlord and Tenant or the right of
Tenant to any such renewal or extension; any right herein
contained on the part of Landlord to cancel this lease shall
continue during any extension or renewal thereof; any option on
the part of Tenant herein contained for an extension or renewal
hereof shall not bee deemed to given Tenant any option for a
further extension beyond the first renewal or extended term.

         (j) No act or thing done by Landlord or Landlord's
agents during the term hereby demised shall constitute an actual
or constructive eviction by Landlord, nor shall be deemed an
acceptance of a surrender of said demised premises, and no
agreement to accept such surrender shall be valid unless in
writing signed by Landlord. In the event that any payment herein
provided for by Tenant to Landlord shall become overdue for a
period in excess of ten (10) days, then at Landlord's option a
"late charge" for such period and for each additional period of
twenty (20) days or any part thereof shall become immediately due
and owing to Landlord, as additional rent by reason of failure of
Tenant to make prompt payment, at the following rates; for
individual and partnership tenants, said late charge shall be
computed at the maximum legal rate of interest; for corporate or
governmental entity tenants the late charge shall be computed at
two percent per month unless there is an applicable maximum legal
rate of interest which then shall be used. No employee of
Landlord or of Landlord's agents shall have any power to accept
the keys of said premises prior to the termination of the lease.
The delivery of keys to any employee of Landlord or of Landlord's
agents shall not operate as a termination of the lease or a
surrender of the premises . In the vent of Tenant at any time
desiring to have Landlord sublet the premises for Tenant's
account, Landlord or Landlord's agents are authorized to receive
said keys for such purposes without releasing Tenant from any of
the obligations under this lease, and Tenant hereby relieves
Landlord of any liability of loss of or damage to any of Tenant's
effects in connection with such subletting.

         (k) The failure of Landlord to seek redress for violation  COURT
of, or to insist upon the strict performance of any covenant or     ORDER
condition of this lease, or any of the Rules and Regulations set    RELATING TO
forth or hereafter adopted by Landlord, shall not prevent a         RENT
subsequent act, which would have originally constituted a
violation, from having all the force and effect of an original
violation. The receipt by Landlord of rent with knowledge of the
breach of any covenant of this lease shall not be deemed a waiver
of such breach.

         (l) The failure of Landlord to enforce any of the Rules
and Regulations set forth or hereafter adopted, against Tenant
and/or any other tenant in the building shall not be deemed a
waiver of any such Rules and Regulations. No provision of this
lease shall be deemed to have been waived by Landlord, unless
such waiver be in writing signed by Landlord.

         (m) No payment by Tenant or receipt by Landlord of a       WAIVER OF
lesser amount than the monthly rent herein stipulated shall be      TRIAL
deemed to be other than on account of the earliest stipulated       BYJURY
rent, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the
balance of such rent or pursue any other remedy in this lease
provided.

FORTY-FIFTH: - Tenant covenants that Tenant will not, without the   WAIVER OF
consent of Landlord first obtained in each case, make or grant      REDEMPTION
any license in respect of the demised premises or any part
thereof, or in respect of the use thereof, and will not permit
any such license to be made or granted.

FORTY-SIXTH: - Landlord shall replace, at the expense of Tenant,    NO WAIVER
any and plate and other glass damaged or broker from any cause
whatsoever in and about the demised premises. Landlord may
insure, and keep insured, at Tenant's expense, all plate and
other glass in the demised premises for and In the name of
Landlord. bills for the premiums therefor shall be rendered by
Landlord to tenant at such times as Landlord

                                       26

may elect, and shall be due form, and payable by tenant when
rendered, and the amount thereof shall be deemed to be and be
paid as additional rent.

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

FORTY-EIGHTH: - Except as otherwise in this lease provided, a
bill, statement, notice or communication which Landlord may
desire or be required to give to Tenant, shall be deemed
sufficiently given or rendered if in writing delivered to Tenant
personally or sent by registered or certified mail addressed to
Tenant at the building of which the demised premises form a part
or at the last known residence address or business address of
Tenant or left at any of the aforesaid premises addressed to
Tenant, and the time of the rendition of such bill or statement
and of the giving of such notice or communication shall be deemed
to be the time when the same is delivered to Tenant, mailed, or
left at the premises as herein provided. Any notice by Tenant to
Landlord must be served by registered or certified mail addressed
to Landlord at the address first hereinabove given or at such
other address as Landlord shall designate by written notice.

FORTY-NINTH: - If and so long as Tenant pays the rent and
additional rent reserved hereby and performs and observes the
covenants and provisions hereof, Tenant shall quietly enjoy the
demised premises, subject, however, to the terms, conditions,
exceptions and reservations of this lease, and to the ground,
underlying and overriding leases and mortgages hereinbefore
mentioned.

FIFTIETH: - Upon the expiration or other termination of the term
of this lease, Tenant shall quit and surrender to Landlord the
demised premises, broom clean, in good order and condition,
ordinary wear excepted. Lessee acknowledges that possession of
the demised premises must be surrendered to the Lessor at the
expiration or sooner termination of the term of this Lease.
Lessee agrees it shall indemnify and save Lessor harmless against
costs, claims, loss or liability resulting from delay by Lessee
in so surrendering the demised premises, including, without
limitation, any claims made by any succeeding tenant, founded on
such delay. The parties recognize and agree that the damage to
Lessor resulting from any failure by Lessee timely to surrender
possession of the demised premises as aforesaid will be extremely
substantial, will exceed the amount of monthly rent theretofore
payable hereunder, and will be impossible of accurate
measurement. Lessee therefore agrees that if possession of the
demised premises is not surrendered to Lessor within seven (7)
days after the date of the expiration or termination of the term
of this Lease, then Lessee agrees to pay Lessor as liquidated
damages for each month and for each portion of any month during
which Lessee holds over in the premises after expiration or
termination of the term of this Lease, a sum

                                       27

equal to three times the average rent and additional rent which
was payable per month under this Lease during the last six months
of the term thereof. The aforesaid provisions of this article
shall survive the expiration or sooner termination of the term of
this Lease. If the last day of the term of this lease or any
renewal thereof falls on Sunday, this lease shall expire on the
business day immediately preceding.

FIFTY-FIRST: - If Landlord shall be unable to give possession of    LICENSE
the demised premises on the date of the commencement of the term
hereof for any reason, Landlord shall not be subject to any
liability. Under such circumstances, the rent reserved and
covenanted to be paid herein shall not commence until the
possession of demised premises is given or the premises are
available for occupancy by Tenant, and no such failure to give
possession on the date of commencement of the term shall in any
wise affect the validity of this lease or the obligations of
Tenant hereunder, nor shall same be construed in any wise to
extend the term of this lease. If Landlord is unable to give
possession of the demised premises on the date of the
commencement of the term hereof by reason of the holding over or
retention of possession of any tenant, tenants or occupants or
for any other reason, or if repairs, improvements or decorations
of the demised premises or of the building of which said premises
forma part, are not completed, no abatement or diminution of the
rent to be paid hereunder shall be allowed to Tenant nor shall
the validity of the lease be impaired under such circumstances.
If permission is given to Tenant to enter into the possession of
the demised premises or to occupy premises other than the demised
premises prior to the date specified as the commencement of the
term of this lease. Tenant covenants and agrees that such
occupancy shall be deemed to be under all the terms, covenants,
conditions and provisions of this lease, except as to the
covenant to pay rent. In either case rent shall commence on the
case specified in this lease.

FIFTY-SECOND: - Landlord or Landlord's agents have made no          GLASS AND
representations or promises with respect to the said building or    GLASS
demised premises except as herein expressly set forth. The taking   INSURANCE
possession of the demised premises by Tenant shall be conclusive
evidence, as against Tenant, that Tenant accepts same " as is"
and that said premises and the building of which the same form a
part were in good and satisfactory condition at the time such
possession was so taken.

FIFTY-THIRD: - In the event the fixed annual rent or additional     ADJACENT
rent or any part thereof provided to be paid by Lessee under the    EXCAVATION
provisions of this lease during the demised term shall become       - SHORING
uncollectible or shall be reduced or required to be reduced or
refunded by virtue of any Federal, Sate, County or City law,
order or regulation, or by any direction of a public officer or
body pursuant to law, or the orders, rules, code, or regulations
of any organization or entity formed pursuant to law, whether
such organization or entity be public or private, then Lessor, at
its option, may at any time thereafter terminate this lease, by
not less than thirty (30 days' written notice to Lessee, on a
date set forth in said notice, in which event this lease and the
term hereof shall

                                       28

terminate and come to an end on the date fixed in said notice as
if the said date were the date originally fixed herein for the
termination of the demised term. Lessor shall not have the right
so to terminate this Lease if Lessee within such period of thirty
(30) days shall in writing lawfully agree that the rentals herein
reserved are reasonable rentals and agree t o continue to pay
said rentals and if such agreement by Lessee shall be legally
enforceable by Lessor.

FIFTY-FOURTH: - The covenants, conditions and agreements            BILLS AND
contained in this lease shall bind and inure to the benefit of      NOTICES
Landlord and Tenant and their respective heirs, distributees,
executors, administrators, successors, and, except as otherwise
provided in this lease, their assigns.

FIFTY-FIFTH: - Except as may be otherwise contained in a written    QUIET
instrument or instruments duly executed and delivered by and        ENJOYMENT
between the parties hereto, this lease contains the entire
agreement and understanding of the parties with respect to the
demised premises and the respective rights and duties of the
parties in relation thereto and in relation to each other. There
are no oral understandings or agreements between the parties in
relation thereto and in relation to each other. There are no oral
understandings or agreements between the parties of any kind.
Landlord has made no representations or warranties to Tenant of
any kind. All oral representations, warranties and promises prior
to or contemporaneous with this written lease (if any be claimed)
are and shall be deemed merged into this lease. This lease cannot
be changed or supplemented orally. All promises and agreements
made by or between the parties subsequent to the execution and
delivery of this lease shall be and be deemed to be null, void
and unenforceable unless contained in a writing duly executed and
delivered by and between the parties hereto, whether or not the
same relate in any way to this lease or any manner covered
hereby.

FIFTY-SIXTH: - (a) The term "Landlord" as used in this lease        QUIT AND
means only the owner or the mortgagee in possession for the time    SURRENDER
being, of the land and building (or the owner of a lease of the
entire building or of the land and entire building) of which the
demised premises form a part so that in the event of any sale or
sales of said land and entire building or of any transfer or
conveyance of said lease or in the event of a lease of said
entire building or of the land and entire building, the said
Landlord shall be and hereby is entirely freed and relieved of
all liability for the performance of all covenants and
obligations on the part of Landlord to be performed hereunder,
and it shall be deemed and considered without further agreement
between the parties or other successors in interest or between
the parties and the purchaser at any such sale or any transferee
or mortgagee or any lessee of the entire building or of the land
and entire building that he purchaser, lessee, transferee or
grantee has assumed and agreed to carry out any and all covenants
and obligations of Landlord hereunder. Tenant acknowledges that
it has been informed and understands that Landlord is a lessee of
the land and entire building o which the demise shall be deemed
to include a sublease thereof, and the term "lessee of the entire
building or of the land and entire building" shall be deemed to
include a subleassee thereof.

                                       29

         (b) The words "re-entry" as used in this lease are not
restricted to their technical legal meaning.

         (c) The term "business days" as used in this lease shall
exclude Saturdays (except such portion thereof as is covered by
the insertion of specific hours herein). Sundays and all days
observed by the State or Federal Government as legal holidays.

         (d) From time to time, Tenant, on at least ten (10)        FAILURE TO
days' prior written request by Landlord, will deliver to Landlord   GIVE
a statement in writing certifying that this lease is unmodified     POSSESSION
and in full force and effect (or if there shall have been
modifications, that the same is in full force and effect as
modified and stating the modifications) and the dates to which
the rent and other charges have been paid and stating whether or
not Landlord is in default in performance of any covenant,
agreement or condition contained in this lease and if so,
specifying each such default of which Tenant may have knowledge.

FIFTY-SEVENTH: - The fixed annual rent reserved in this lease and   COST OF
payable hereunder shall be adjusted, as of the times and in the     LIVING
manner set forth in this Article:                                   ADJUSTMENTS

         (a) DEFINITIONS: For the purposes of this Article, the

following definitions shall apply:

(i) The term "Base Year" shall mean the full calendar year 2000.*

(ii) The term "Price Index" shall mean the "Consumer Price Index" published by the Bureau of Labor Statistics of the U.S. Department of Labor, All Items, New York, N.Y. - Northeastern, N.J., all urban consumers (presently denominated "CPI-U"), or a successor or substitute index appropriately adjusted.

(iii) The term "Price Index for the Base Year" shall mean the average of the monthly All Items Price Indexes for each of the 12 months of the Base Year.

(b) Effective as of each January and July subsequent to the Base Year, there shall be made a cost of living adjustment of the fixed annual rental rate payable hereunder. The July adjustment shall be based on the percentage difference between the Price Index for the preceding month of June and the Price Index for the Base Year. The January adjustment shall be based on such percentage difference between the Price Index for the preceding month of December and the Price Index for the Base Year.

(i) In the event the Price Index for June in any calendar year during the term of this lease reflects an increase over the Price Index for the Base Year, then the fixed annual rent herein provided to be paid as of the July 1st following such month of June (unchanged by any adjustments under this Article) shall be multiplied by the percentage difference between the Price Index for June and the Price Index for the Base Year, and the resulting sum shall be added to such fixed annual rent, effective as of such July 1st. Said adjusted fixed annual rent shall thereafter be payable hereunder, in equal monthly installments, until it is readjusted pursuant to the terms of this lease.

(ii) In the event the Price Index for December in any calendar year during the term of this lease reflects an increase over the Price Index for the Base Year, then the fixed annual rent herein provided to be paid as of the July 1st following such month of June (unchanged by any adjustments under this Article) shall be multiplied by the percentage difference between the Price Index for December and the Price Index for the Base Year, and the resulting sum shall be added to such fixed annual rent, effective as of such January 1st. Said adjusted fixed annual rent shall thereafter be payable hereunder, in equal monthly installments, until it is readjusted pursuant to the terms of this lease.

The following illustrates the intentions of the parties hereto as to the computation of the aforementioned cost of living adjustment in the annual rent payable hereunder.

Assuming the said fixed annual rent is $10,000, that the Price Index for the Base Year was 102.0 and that the Price Index for the month of June in a calendar year following the Base Year was 105.0, then the percentage increase thus reflected, i.e., 2.941% (3.01/102.0) would be multiplied by $10,000, and said fixed annual rent would be increased by $294.10 effective as of July 1st of said calendar year.

In the event that the Price Index ceases to use 1982-84=100 as the basis of calculation, or if a substantial change is made in the terms or number of items contained in the Price Index, then the Price Index shall be adjusted to the figure that would have been arrived at had the manner of computing the Price Index in effect at the date of this lease not been altered. In the event such Price Index (or a successor or substitute index) is not available, a reliable governmental or other non-partisan publication evaluating the information theretofore used in determining the Price Index shall be used.

(c) Landlord will cause statements of the cost of living adjustments provide for in subdivision (b) to be prepared in reasonable detail and delivered to Tenant.

(d) In no event shall the fixed annual rent originally provided to be paid under this lease (exclusive of the adjustments under this Article) be reduced by virtue of this Article.

         (e) Any delay or failure of Landlord, beyond July or
January of any year, computing or billing for the rent
adjustments hereinabove provided, shall not constitute a waiver
of or in any way impair the continuing obligation of Tenant to
pay such rent adjustments hereunder.

         (f) Notwithstanding any expiration or termination of
this lease prior to the lease expiration date (except in the case
of a cancellation by mutual agreement) Tenant's obligation to pay
rent as adjusted under this Article shall continue and shall
cover all periods up to the lease expiration date, and shall
survive any expiration or termination of this lease.

FIFTY-EIGHTH: - Tenant shall pay to Landlord, as additional rent,   TAX
tax escalation in accordance with this Article:                     ESCALATION

         (a) For purposes of this lease the rentable square foot
area of the presently demised premises shall be deemed to be
4,192 square feet.

         (b) Definitions: For the purpose of this Article, the
following definitions shall apply:

         (i) The term "base tax year" as hereinafter set forth
for the determination of real estate tax escalation, shall mean
the New York City real estate tax year commencing July 1,
2000/01.

         (ii) The term "The Percentage", for the purposes of
computing tax escalation, shall mean .55 percent (0.55%). The
Percentage has been computed on the basis of a fraction, the
numerator of which is the rentable square-foot area of the
demised premises and the denominator of which is the total
rentable square foot area of the office and commercial space in
the building project. The parties acknowledge and agree that the
total rentable square foot area of the office and commercial
space in the building project shall be deemed to be 764,319 sq.
ft.

         (iii) The term "the building project" shall mean the
aggregate combined parcel of land on a portion of which are the
improvements of which the demised premises form a part, with all
the improvements thereon, said improvements being a part of the
block and lot for tax purposes which are applicable to the
aforesaid land.

         (iv) The term "comparative year" shall mean the twelve
(12) months following the base tax year, and each subsequent
Period of twelve (12) months (or such other Period of twelve (12)
months occurring during the term of this lease as hereafter may
be duly adopted as the tax year for real estate tax purposes by
the City of New York).

                                       32

         (v) The term "real estate taxes" shall mean the total of
all taxes and special or other assessments levied, assessed or
imposed at any time by any governmental authority upon or against
the building project, and also any tax or assessments levied,
assessed or imposed at any time by an governmental authority in
connection with the receipt of income or rents from said building
project to the extent that same shall be in lieu of all or a
portion of any of the aforesaid taxes or assessments, or
additions or increases thereof, upon or against said building
project. If, due to a future change in the method of taxation or
in the taxing authority, or for any other reason, a franchise,
income, transit, profit or other tax or governmental imposition,
however designated, shall be levied against Landlord in
substitution in whole or in part for the real estate taxes, or in
lieu of additions to or increases of said real estate taxes, then
such franchise, income, transit, profit or other tax or
governmental imposition shall be deemed to be included within the
definition of "real estate taxes" for the purposes hereof. As to
special assessments which are payable over a period of time
extending beyond the term of this lease, only a pro rata portion
thereof covering the portion of the term of this lease unexpired
at the time of the imposition of such assessment, shall be
included in "real estate taxes". If by law, any assessment may be
pain in installments, then, for the purposes hereof (a) such
assessment shall be deemed to have been payable in the maximum
number of installments permitted by law and (b) there shall be
included in real estate taxes, for each comparative year in which
such installments may be paid, the installments of such
assessment so becoming payable during such comparative year,
together with interest payable during such comparative year.

         (vi) Where more than one assessment is imposed by the
City of New York for any tax year, whether denominated an "actual
assessment" or a "transitional assessment" or otherwise, then the
phrases herein "assessed value" and "assessments" shall mean
whichever of the actual, transitional or other assessment is
designated by the City of New York as the taxable assessment for
that tax year.

         (vii) The phrase "real estate taxes payable during the
base tax year" shall mean the amount obtained by multiplying
Fifty-Five One Hundredth of 1%, the assessed value of the land
and buildings of the building project for the base tax year by
the tax rate for the base tax year for each $100 of such assessed
value.

         (C) 1. In the event that the real estate taxes payable
for any comparative year shall exceed the amount of the real
estate taxes payable during the base tax year, Tenant shall pay
to Landlord, as additional rent for such comparative year, an
amount equal to The Percentage of the excess. Before or after the
start of each comparative year, Landlord shall furnish to Tenant
a statement of the real estate taxes payable for such comparative
year, and a statement of the real estate taxes payable during the
base tax year. If the real estate taxes payable for such
comparative year exceed the real estate taxes payable during the
base tax year, additional rent for such comparative year, in an

                                       33

amount equal to The Percentage of the excess, shall be due from
Tenant to Landlord, and such additional rent shall be payable by
Tenant to Landlord within ten (10) days after receipt of the
aforesaid statement. The benefit of any discount for any earlier
payment or prepayment of real estate taxes shall accrue solely to
the benefit of Landlord, and such discount shall not be
subtracted from the real estate taxes payable for any comparative
year.

         Additionally, Tenant shall pay to Landlord, on demand, a
sum equal to The Percentage of any business improvement district
assessment payable by the building project.

         2. Should the real estate taxes payable during the base
tax year be reduced by final determination of legal proceedings,
settlement or otherwise, then, the real estate taxes payable
during the base tax year shall be correspondingly revised, the
additional rent theretofore paid or payable hereunder for all
comparative years shall be recomputed on the basis of such
reduction, and Tenant shall pay to Landlord as additional rent,
within ten (10) days after being billed therefor, any deficiency
between the amount of such additional rent as theretofore
computed and the amount thereof due as the result of such
recomputations. Should the real estate taxes payable during the
base tax year be increased by such final determination of legal
proceedings, settlement or otherwise, then appropriate
recomputation and adjustment also shall be made.

         3. If after Tenant shall have made a payment of
additional rent under this subdivision (c), Landlord shall
receive a refund of any portion of the real estate taxes payable
for any comparative year after the base tax year on which such
payment of additional rent shall have been based, as a result of
a reduction of such real estate taxes by final determination of
legal proceedings, settlement or otherwise, Landlord shall within
ten (10) days after receiving the refund pay to Tenant The
Percentage of the refund less The Percentage of expenses
(including attorneys' and appraisers' fees) incurred by Landlord
in connection with any such application or proceeding. If prior
to the payment of taxes for any comparative year, Landlord shall
have obtained a reduction of that comparative year's assessed
valuation of the building project, and therefore of said taxes,
then the term "real estate taxes" for that comparative year shall
be deemed to include the amount of Landlord's expenses in
obtaining such reduction in assessed valuation, including
attorneys' and appraisers' fees.

         4. The statements of the real estate taxes to be
furnished by Landlord as provided above shall be certified by
Landlord and shall constitute a final determination as between
Landlord and Tenant of the real estate taxes for the Periods
represented thereby, unless Tenant within thirty (30) days after
they are furnished shall give a written notice to Landlord that
it disputes their accuracy or their appropriateness, which notice
shall specify the particular respects in which the statement is
inaccurate or inappropriate. If Tenant shall so dispute said
statement then, pending the resolution of such dispute, Tenant
shall pay the additional rent to Landlord in accordance with the
statement furnished by Landlord.

                                       34

         5. In no event shall the fixed annual rent under this
lease (exclusive of the additional rents under this Article) be
reduced by virtue of this Article.

         6. If the commencement date of the term of this lease is
not the first day of the first comparative year, then the
additional rent due hereunder for such first comparative year
shall be a proportionate share of said additional rent for the
entire comparative year, said proportionate share to be based
upon the length of time that the lease term will be in existence
during such first comparative year. Upon the date of any
expiration or termination of this lease except termination
because of Tenant's default) whether the same be the date
hereinabove set forth for the expiration of the term or any prior
or subsequent date, a proportionate share of said additional rent
for the comparative year during which such expiration or
termination occurs shall immediately become due and payable by
Tenant to Landlord, if it was not theretofore already billed and
paid. The said proportionate share shall be based upon the length
of time that this lease shall have been in existence during such
comparative year. Landlord shall promptly cause statements of
said additional rent for that comparative year to be prepared and
furnished to Tenant. Landlord and Tenant shall thereupon make
appropriate adjustments of amounts then owing.

         7. Landlord's and Tenant's obligations to make the
adjustments referred to in subdivision (6) above shall survive
any expiration or termination of this lease.

         8. Any delay or failure of Landlord in billing any tax
escalation hereinabove provided shall not constitute a waiver of
or in any way impair the continuing obligation of Tenant to pay
such tax escalation hereunder.

FIFTY-NINTH: - (A). Tenant acknowledges that its continued
occupancy of the demised premises and the regular conduct of its
business therein, are of utmost importance to the Landlord in the
renewal of other leases in the building, in the renting of vacant
space in the building, in the providing of electricity, air
conditioning, steam and other services to the tenants in the
building, and in the maintenance of the character and quality of
the tenants in the building. Tenant therefore covenants and
agrees that it will occupy the entire demised premises and will
conduct its business therein in the regular and usual manner,
throughout the term of this lease. Tenant acknowledges that
Landlord is executing this lease in reliance upon these covenants
and that these covenants are a material element of consideration
inducing Landlord to execute this lease. Tenant further agrees
that if it vacates the demised premises or fails to so conduct
its business therein at any time during the term of this lease,
without the prior written consent of the Landlord, then all rent
and additional rent reserved in this lease, without the prior
written consent of the Landlord, then all rent and additional
rent reserved in this lease from the date of such breach to the
expiration date of this lease shall become immediately due and
payable to Landlord.

                                       35

         (B). The parties recognize and agree that the damage to
Landlord resulting from any breach of the covenants in
subdivision (A) hereof will be extremely substantial, will be far
greater than the rent payable for the balance of the term of this
lease, and will be impossible of accurate measurement. The
parties therefore agree that in the event of a breach or
threatened breach of the said covenants, in addition to all of
Landlord's other rights and remedies, at law or in equity or
otherwise, Landlord shall have the right of injunction to
preserve Tenant's occupancy and use. The words "become vacant or
deserted" as used elsewhere in this lease shall include Tenant's
failure to occupy or use as by this Article required.

         (C). If Tenant breaches either of the covenants in
subdivision (A) above, and this lease be terminated because of
such default, then, in addition to Landlord's rights of re-entry,
restoration, preparation for and rerental, and anything elsewhere
in this lease to the contrary notwithstanding, Landlord shall
retain its right to judgment on and collection of Tenant's
aforesaid obligation to make a single payment to Landlord of a
sum equal to the total of all rent and additional rent reserved
for the remainder of the original term of this lease, subject to
future credit or repayment to Tenant in the event of any
rerenting of the premises by Landlord, after first deducting from
rerental income all expenses incurred by Landlord in reducing to
judgment or otherwise collecting Tenant's aforesaid obligation,
and in obtaining possession of, restoring, preparing for and
re-letting the premises. In no event shall Tenant be entitled to
a credit or repayment for rerental income which exceeds the sums
payable by Tenant hereunder or which covers a period after the
original term of this lease.

         (D). If any provision of this Article of this lease or
the application thereof to any person or circumstance shall, to
any extent, be invalid or unenforceable, the remainder of this
Article, or the application of such provision to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each provision
of this Article and of this lease shall be valid and be enforced
to the fullest extent permitted by law.

SIXTIETH: - The Landlord shall be under no obligation to provide
access between the "A" Wing and the "B" Wing on the floor of the
premises demised herein, and any passageways which may now or
hereafter exist between said wings may be discontinued at any
time at the discretion of the Landlord.

SIXTY-FIRST: - The captions are inserted only as a matter of        CAPTIONS
convenience and for reference and in no way define, limit or
describe the scope of this lease nor the intent of any provision
thereof.

SIXTY-SECOND: - Tenant and Tenant's servants, employees, agents,    RULES AND
visitors, and licensees shall observe faithfully, and comply        REGULATIONS
strictly with, the Rules and

                                       36

Regulations and such other and further reasonable Rules and
Regulations as Landlord or Landlord's agents may from time to
time adopt. Notice of any additional rules or regulations shall
be given in such manner as Landlord may elect. In case Tenant
disputes the reasonableness of any additional Rule or Regulation
hereafter made or adopted by Landlord or Landlord's agents, the
parties hereto agree to submit the question of the reasonableness
of such Rule or Regulation for decision to the or to such
impartial person or persons as he may designate, whose
determination shall be final and conclusive upon the parties
hereto. The right to dispute the reasonableness of any additional
Rule or Regulation upon Tenant's part shall be deemed waived
unless the same shall be final and conclusive upon the parties
hereto. The right to dispute the reasonableness of any additional
Rule or Regulation upon Tenant's part shall be deemed waived
unless the same shall be asserted by service of a notice in
writing upon Landlord within ten (10) days after the adoption of
any such additional Rule or Regulation. Nothing in this lease
contained shall be construed to impose upon Landlord any duty or
obligation to enforce the Rules and Regulations or terms,
covenants or conditions in any other lease, as against any other
tenant and Landlord shall not be liable to Tenant for violation
of the same by any other tenant, its servants, employees, agents,
visitors or licensees.

         The use in the demised premises of auxiliary heating
devices, such as portable electric heaters, heat lamps or other
devices whose principal function at the time of operation is to
produce space heating, is prohibited.

SIXTY-THIRD: - It is understood and agreed that this lease is
submitted to Tenant on the understanding that it shall not be
considered on offer and shall not bind Landlord in any way until
(i) Tenant has duly executed and delivered duplicate originals to
Landlord and (ii) Landlord has executed and delivered one of said
originals to Tenant.

SIXTY-FOURTH: - Tenant expressly acknowledges that it has
inspected the demised premises and is fully familiar with the
physical condition thereof. Tenant agrees to accept the demised
premises in its "AS IS" condition. Tenant acknowledges that
Landlord shall have no obligation to do any work in and to the
demised premises in order to make them suitable and ready for
occupancy and use by Tenant.

SIXTY-FIFTH: - With respect to the security deposit by Tenant
hereunder, Landlord agrees that same will be held in an interest
bearing account and interest thereon will be paid to Tenant at
least annually, less 1% to be retained by Landlord for
administration.

SIXTY-SIXTH: - Anything contained herein to the contrary
notwithstanding, all deliveries to Tenant and shipments by Tenant
must be made directly to and from Tenant's premises utilizing the
freight elevators via freight elevator lobby. Under no
circumstances may deliveries and/or shipments be made through the
public corridors. In addition, if the Tenant's premises are to be
used substantially for storage of Tenant's

                                       37

merchandise or samples, the entrance to Tenant's premises shall
be at freight elevator lobby and not otherwise. In any event, the
interior of Tenant's premises shall be so designed and maintained
by Tenant that said premises, when viewed from the public
corridors, present an appearance consistent with the use of said
premises as offices and showroom and not otherwise.

         In lieu of Landlord's work, Tenant shall receive rent
credits for up to $25,000.00 after submission of paid invoices to
justify alteration work done to premises.

Work Will Include:         Paint, Carpet, Minor Construction,
-----------------          Minor Electrical, Clean-Up, Space
                           Rehabilitations

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

1400 BROADWAY ASSOCIATES
HELMSLEY-SPEAR, INC., AGENT

By: /s/ IRVING SCHNEIDER
    ------------------------------
    Chief Operating Officer

IAM GROUP, LTD.

By: /s/ JAHN AVARELLO, PRESIDENT
    ------------------------------

PLEASE PRINT:
SIGNATORY'S NAME:          JAHN AVARELLO

HOME ADDRESS:              18 MAINER CIRCLE, WEST ISLIP, NY  11795

HOME PHONE NO. 631-669-5258

GUARANTY

For Value Received, and in consideration for, and an inducement to Landlord making the foregoing lease with Tenant, the undersigned guarantees to Landlord, its successors and assigns, the full performance and observance of all the covenants, conditions and agreements, including the "Rules and Regulations", therein provided to be performed and observed by Tenant, without requiring any notice or proof of nonpayment, nonperformance, or nonobservance, and without demand, to charge the undersigned therefor, all or which the undersigned hereby expressly waives.

The undersigned further covenants and agrees that the validity of this agreement and its obligations hereunder shall in no wise be terminated, affected or impaired by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the within lease, that this guaranty shall remain and continue in full force and effect as to any renewal, modification or extension of the within lease.

As a further inducement to Landlord to make the within lease and in consideration thereof, Landlord and the undersigned covenant and agree that in any action or proceeding or counterclaim brought by either against the other on any matters whatsoever arising out of, under, or in any way connected with said lease or this Guaranty, or by virtue of the terms thereof, Landlord and the undersigned shall and do hereby waive trial by jury.

Dated: New York City _________________.

STATE OF NEW YORK           )
                            ) SS.:
COUNTY OF NEW YORK          )

ON THE DAY OF ____________, 19 , BEFORE ME PERSON CAME TO ME KNOWN AND KNOWN TO ME TO BE THE INDIVIDUAL DESCRIBED IN, AND WHO EXECUTED THE FOREGOING GUARANTY AND ACKNOWLEDGEMENT TO ME THAT HE EXECUTED THE SAME.

RULES AND REGULATIONS

1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by any Tenant or used for any purpose other than ingress and egress to and from the demised premises, and if said premises are situate on the ground floor of the building the Tenant thereof shall further. at said Tenant's own expense, keep the sidewalks and curb directly in front of said premises clean and free from ice, snow. etc,

2. The freight and not the passenger elevators shall be used by the working hands or Tenant and persons calling for and delivering goods to and from the demised premises'

3. No awnings or other projections shall be attached to the outside wa1k of the building without the prior written consent of Landlord. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the demised premises without the prior written consent of the Landlord. Such awnings, projections, curtains, blinds, shades, screens or other fixtures must be of a quality, type. design and color and attached in the manner approved by Landlord.

4. No sign, advertisement, notice or other lettering shall be exhibited. inscribed, painted or affixed by any Tenant on any part of the outside or inside of the demised premises or building without the prior written consent of Landlord. Interior signs on doors shall be inscribed, painted for Tenant by Landlord at the expense of such Tenant, and shall be of a size, color and style acceptable to Landlord. Tenant names in the lease shall be entitled to appear on the Directory Board or Tablet. Additional names may be added in Landlord's sole discretion under such terms and conditions as he may approve.

5. The sashes, sash doors, skylights, windows and doors that reflect or admit light and air into the halls, passageways or other public places in the building shall not be covered by any Tenant, nor shall any bottles, parcels, or other articles to be placed on the window sills.

6. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish. rags, or other substances shall be thrown therein. All damages resulting from any misuse of the fixtures shall be borne by Tenant who, or whose servants, employees, agents, visitors or licensees shall have caused the same.

7. No Tenant shall mark, paint, drill into, or in any way deface any part of the demised premises or the building of which they form a part. No boring, cutting or stringing of wires shall be permitted, except with the prior written consent of Landlord, and as Landlord may direct. No linoleum or other floor covering shall be laid in direct contact with the floor of the demised premises, but if any such covering is required by Tenant, an interlining or builder's deadening felt shall first be affixed to the floor with lime or other water soluble material. the use of cement or other adhesive non-soluble in water is expressly prohibited.

8. No Tenant shall make. or permit to be made any unseemly or disturbing noises or disturb or interfere with occupants of this or neighboring buildings or premises or those having business with them whether by the use or any instrument, radio, talking machine, musical noise, whistling, singing or in any other way.

9. No Tenant nor any of Tenant's servants, employees, agents, visitors or licensees shall at any time bring or keep upon the demised premises any inflammable, combustible or explosive fluid, chemical and substance, or cause or permit any unusual or objectionable odors to be produced upon or permeate from the demised premises. No animals or birds shall be kept by Tenant in or about the building.

10. Landlord reserves the right to inspect all freight to be brought into the building and to exclude from the building all freight which violates any of these Rules and Regulations or the lease of which these Rules and Regulations are a part.

11. Landlord shall have the right to prohibit any advertising by any Tenant which, in its opinion, tends to impair the reputation of the building or its desirability and, upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

12. Canvassing, soliciting and peddling in the building is prohibited and each Tenant shall cooperate to prevent the same.

13. There shall not be used in any space. or in the public halls of any building, either by any Tenant or by jobbers or others in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and side guards.

14. No Tenant shall purchase spring water, ice, towels, or other like service from any company or persons not approved by Landlord.

15. The use in the demised premises of auxiliary heating devices, such as portable electric heaters, heat lamps or other devices whose principal function at the time of operation is to produce space heating, is prohibited.

16. Tenant has the right to install ISON, TI and T3 computer lines and fiber optics if and when available at Tenant's sole expense.

ASSIGNMENT AND SUBLETTING

A. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives. successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. The merger or consolidation of a corporate lessee or subleasee where the net worth of the resulting or surviving corporation is less than the net worth of the lessee or sublessee immediately prior to such merger or consolidation shall be deemed an assignment of this lease or of such sublease. If this lease be assigned, or if the demised Premises or any part thereof be underlet or Occupied by anybody other than Tenant, Landlord my, after default by Tenant, collect rent from the assignee, under-tenant or Occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of Covenants on the part of Tenant herein contained. The Consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express Consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet Space or any part thereof to be 'wed or Occupied by others, without Landlord's prior written Consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. If any lien is filed against the demised premises or the building of which the same form a part for brokerage service Claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenants expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

B. If Tenant desires to assign this Lease or to sublet all or any portion of the demised Premises, it shall first submit in writing to Landlord the documents described in Section C hereof, and shall offer in writing, (i) with respect to a Prospective assignment, to assign this Lease to Landlord without any payment of moneys or other Consideration therefor, or, (ii) with respect to a Prospective subletting, to sublet to Landlord the portion of the demised premises involved ("Leaseback Area") for the term specified by Tenant in its proposed sublease or, at Landlord's option for the balance of the term of the Lease less one (1) day, and at the lower of (a) Tenant's Proposed subrental or (b) at the same rate of fixed rent and additional rent, and otherwise on the same terms, covenants and conditions (including Provisions relating to escalation rents), as are Contained herein and as are allocable and applicable to the portion of the demised premises to be covered by such subletting. The offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than ninety (90) days nor later than one hundred eighty (180) days following the acceptance of the offer. If an offer of sublease is made, and if the proposed sublease will result in all or substantially all of the demised premises being sublet, then Landlord shall have the option to extend the term of its proposed sublease for the balance of the term of this Lease less one (1) day.

Landlord shall have a period ninety (90) days from the receipt of such offer to either accept or reject the same. If Landlord shall accept such offer (i) Tenant shall then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord's counsel; and (ii) if the proposed transaction is a sublease and Landlord accepts such offer, Tenant, on demand, shall pay to Landlord or its managing agent (as Landlord shall elect) an amount equal to the brokerage commissions which would have been incurred by Tenant but for Landlord's accepting such offer.

If a sublease is1/450 made it shall expressly:

(a) permit Landlord to make further subleases of all or any part of -the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in such space as necessary;

(b) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area;

(c) negate any intention that the estate created under such sublease be merged with any other estate held by either of the Parties.

(d) provide that: Landlord shall accept the Leaseback Area "as is" except that Landlord, at Tenant 's expense, shall perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the demised premises and to permit lawful Occupancy, it being intended that Tenant shall have no other cost or expense in connection with the subletting of the Leaseback Area:

(e) provide that at the expiration of the term of such sublease Tenant will accept the Leaseback Area in its then existing condition, subject to the obligation of Landlord to make such repairs thereto as may be necessary to Preserve the Leaseback Area in good order and Condition, ordinary wear and tear excepted.

Landlord shall indemnify and save Tenant harmless from all obligation under this Lease as to the Leaseback Area during the period of time it is sublet, except for fired annual rent and additional rent, if any, due under the within Lease, which are in excess of the rents and additional sums due under such sublease.

Subject to the foregoing, Performance by Landlord, or its designee, under a sublease of the Leaseback Area shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or Pursuant to any such sublease.

C. If Tenant requests Landlord's consent to a specific assignment or subletting, it shall submit in writing to Landlord (i) the name and address of the proposed assignee or Sublessee, (ii) a duly executed counterpart of the proposed agreement of assignment or sublease, (iii) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or sublease and as to the nature of its proposed use of the space, and (iv) banking, financials or other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the Proposed assignee or subleasee.

D. If Landlord shall not have accepted Tenant's offer, as Provided in Section B, then Landlord will not unreasonably withhold or delay its consent to Tenant's request for consent to such specific assignment or subletting, where Tenant will not move the conduct of its business to another building in New York City. Any Consent of Landlord under this Article shall be subject to the terms of this Article and conditioned upon there being no default by Tenant, beyond any grace Period, under any of the terms, covenants and conditions of this Lease at the time that Landlord's consent to any such subletting or assignment is requested and on the date of the commencement of the term of any proposed sublease or the effective date of any proposed assignment.

E. Tenant understands and agrees that no assignment or subletting shall be effective unless and until Tenant, upon receiving any necessary Landlord's written consent (and unless it was theretofore delivered to Landlord) causes a duly executed copy of the sublease or assignment to be delivered to Landlord within ten (10) days after execution thereof. Any such sublease shall provide that the sublessee shall comply with all applicable terms and conditions of this Lease to be performed by the Tenant hereunder. Any such assignment of lease shall contain an assumption by the assignee of all of the terms, covenants and conditions of this Lease to be Performed by the Tenant.

F. Anything herein contained to the contrary notwithstanding:

1. Tenant shall not advertise (but may list with brokers) its space for assignment or subletting at a rental rate lower than the greater of the then building rental rate for such space or the rental rate then being paid by Tenant to Landlord.

2. The transfer of a majority of the issued and outstanding capital stock of, or a controlling interest in, any Corporate tenant or subtenant of this Lease or a majority of the total interest in any Partnership tenant or subtenant, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this Lease or of such sublease. The transfer of outstanding capital stock of any Corporate tenant, for Purposes of this Article, shall not include sale of such stock by persons other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934 as amended, and which sale is effected through "over-the-counter market" or through any recognized stock exchange.

3. No assignment or subletting shall be made:

(a) To any person or entity which shall at that time be a tenant, subtenant or other occupant of any part of the building of which the demised premises form a part, or who dealt with Landlord or Landlord's agent (directly or through a broker) with respect to Space in the building during the six (6) months immediately preceding Tenant's request for Landlord's Consent:

(b) By the legal representatives of the Tenant or by any person Tenant's interest under this Lease passes by operation of law, except in compliance with the provisions of this Article:

(c) To any person or entity for the conduct of a business which is not in keeping with the standards and the general character of the building of which the demised premises form a part.

G. Anything hereinabove contained to the contrary notwithstanding, the offer back to Landlord provisions of Section B hereof shall not apply to, and Landlord will not unreasonably withhold or delay its consent to an assignment of this Lease, or sublease of all or part of the demised Premises, to the parent of Tenant or to a wholly owned subsidiary of Tenant or of said Parent of Tenant, provided the net worth of the transferor or sublessor after such transaction, is equal to or greater than its net worth immediately prior to such transaction, and provisions of this Article.

H. Anything hereinabove contained to the contrary notwithstanding, the offer back to Landlord provisions of Section B hereof shall not apply to, and Landlord will not unreasonably withhold or delay its consent to an assignment of this Lease, or sublease of all or part of the demised premises, to any corporation
(i) to which substantially all the assets of Tenant are transferred or (ii) into which Tenant may be merged or Consolidated, provided that the net worth, experience and reputation of such transferee or of the resulting or surviving Corporation, as the case may be, is equal to or greater than the net worth experience and reputation of Tenant and of any guarantor of this Lease immediately prior to such transfer and provided, also, that any such transaction complies with the other provisions of this Article.

No consent from Landlord shall be necessary under subdivisions C and H hereof where (i) reasonably satisfactory proof is delivered to Landlord that the net worth and other Provisions of C or H, as the case may be, and the other Provisions of this Article, have been satisfied and (ii) Tenant, in a writing reasonably satisfactory to Landlord's attorneys, agrees to remain primarily liable jointly and severally with any transferee or assignee, for the obligation of Tenant under this Lease.

I. If Landlord shall not have accepted any required Tenant's offer and/or Tenant effects any assignment or subletting, then Tenant thereafter shall pay to Landlord a sum equal to (a) any rent or other consideration paid to Tenant by any subtenant which (after deducting the Costs of Tenant, if any, in effecting the subletting, including reasonable alteration costs, commissions and legal fees) is in excess of the rent allocable to the sub leased space which is then being paid by Tenant to Landlord Pursuant to the terms hereof, and (b) any other profit or gain (after deducting any necessary expenses incurred) realized by Tenant from any such subletting or assignment. All sums payable hereunder by Tenant shall be payable to Landlord as additional rent upon receipt thereof by Tenant.

J. In no event shall Tenant be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to a proposed assignment or subletting as provided for in this Article. Tenant's sole remedy shall be an action or Proceeding to enforce any such Provision, or for specific performance, injunction or declaratory judgment.

1. CHANGE OF LOCATION.

a. Tenant covenants and agrees that Landlord shall have the absolute and unqualified right, upon notice to Tenant, to designate as the Demised Premises that part of any other floor in the Building located at 1400 Broadway New York, New York that approximately corresponds to the premises demised hereunder; provided, however (i) Landlord must exercise this right only once during the Initial Term of this Lease, (ii) such substituted space shall be the equivalent or better in the appearance of the Demised Premises upon completion of Landlord's Initial Construction (wear and tear, as well as damage to the Demised Premises caused by Tenant, excepted) and (iii) Landlord shall move Tenant to the substituted space during a single weekend. Such notice shall specify and designate the space so substituted to the Demised Premises. Notwithstanding such substitution of space, this Lease and all the terms, provisions, covenants and conditions contained in this lease shall remain and continue in full force and effect, except that the Demised Premises shall be and deemed to be such substituted space (hereinafter called "Substituted Space"), with the same force and effect as if the Substituted Space were originally specified in this lease as the premises demised hereunder.

b. In the event of the substitution of space as provided in section 38.01, Tenant, upon six (6) months prior written notice, shall move to the substituted space at Landlord's expense; and upon failure of Tenant to so move to the Substituted Space, Landlord, may, as Tenant's agent, remove Tenant from the Demised Premises to the Substituted Space. Failure of Tenant to move to the Substituted Space pursuant to this Article 38 shall be deemed a substantial breach of this Lease. Landlord shall reimburse Tenant for Tenant's reasonable and necessary out-of-pocket expense actually incurred with regard to the move to the Substituted Space. Upon request from Landlord, Tenant shall supply Landlord with satisfactory proof of out-of-pocket expenses incurred by Tenant in moving from the Demised Premises to the Substituted Space.

c. Following such substitution of space (pursuant to this Article 38) if any, Landlord and Tenant shall, promptly at the request of either party, execute and deliver an agreement in recordable form setting forth such substitution of Space

EXHIBIT 10.5

EMPLOYMENT CONTRACT

Agreement made, effective as of March 25, 2000 by and between IAM Group, Ltd., a corporation duty organized and existing under the laws of the State of New York, with a place of business at 85 Tenth Avenue, City of New York, County of New York, State of New York, hereinafter referred to as "EMPLOYER", and Ron Blaufarb, residing at 4612 Greenfield Road, Bethlehem, PA 18017, hereinafter referred to as "BLAUFARB".

RECITALS

The parties recite and declare:

A. EMPLOYER is a HOLDING COMPANY, and owns several subsidiary corporations engaged in the manufacturing, distribution and sales of private and labeled apparel and accessories, under exclusive and non exclusive licensing agreements with the National Football League ("NFL") and its associates or affiliates, Professional Bowlers Association ("PBA") and other sports and non sports entities; and

B. BLAUFARB represents he has been engaged in national sales activities in the apparel industry, holding executive positions as NATIONAL SALES MANAGER and/or VICE PRESIDENT OF SALES; and

C. It is the parties desire to enter into contract wherein BLAUFARB shall be appointed as Vice President of Sales for EMPLOYER with overall management and control of all EMPLOYER sales relating to the manufacture and marketing of apparel.

For the reasons set forth above, and in consideration of the mutual covenants and promises of the parties set forth in this Agreement and intending to be legally bound, EMPLOYER and BLAUFARB agree as follows:

1. Definitions: For purposes of this Agreement the following definitions shall apply:

1.1. "Products" shall mean the products produced by EMPLOYER including private label, and licensed apparel and accessories for the National Football League ("NFL") and the Professional Bowlers Association ("PBA").

1.2. "Territory" shall mean the following: The united States, Western Europe, Eastern Europe, Asia, Australia, Canada and South America.

1.3. "Customers" shall mean customers that buy solely within the Territory (whether or not shipment is within the territory), exclusive of internet sales made through the employer's wholly owned subsidiary, Guardian Internet Solution Inc.'s e-commerce mall.

2. Hiring. EMPLOYER hereby hires BLAUFARB, and BLAUFARB hereby agrees to act as Vice-President of Sales, and National Sales Manager for EMPLOYER with respect to the Products in the Territory. BLAUFARB shall faithfully and diligently perform the duties typically performed by a VP-Sales and National Sales Manager for EMPLOYER. BLAUFARB shall be entitled to all benefits generally available to other executives and employees of the EMPLOYER, including stock options or warrants if offered by the EMPLOYER. At present, benefits are limited to company paid family medical health insurance provided BLAUFARB's spouse is not covered under a separate policy. EMPLOYER shall reimburse BLAUFARB monthly for all reasonable and actual expenses incurred in the performance of his duties under this Agreement not to exceed $40,000 per year, provided that such expense is in strict accordance with the relevant monthly line item of a written budget that has been approved in advance, in writing, by an officer of EMPLOYER. BLAUFARB'S annual salary under this Agreement shall be the Compensation, payable in accordance with and at the same times as EMPLOYER'S ordinary payroll procedures.

3. Compensation. EMPLOYER shall pay BLAUFARB compensation for each 12-month contract period during the term of this Agreement in the amount of $175,000 per annum, payable as set forth below.

4. Additional Compensation. EMPLOYER shall pay BLAUFARB first 12- month contract period during the amount of $20,000, payable as set forth below.

5. Special Compensation EMPLOYER shall pay BLAUFARB special compensation after the first Calendar year during the term of this Agreement in an amount of One (1%) percent of NFL sales over $5,000,000. After the second Calendar year during the term of this Agreement the special compensation shall be One (1%) percent of Employer's NFL sales, over $10,000,000. After the third Calendar year during the term of this agreement the special compensation shall be One (1%) of Employer's NFL sales over 20,000,000. After each Calendar year of this Agreement, Employer shall pay to BLAUFARB within 90 days the special compensation for such period. Any non NFL sales shall be compensated by mutual agreement between the parties which must be reduced to writing prior to expiration of the 2nd contract year.

6. Term of Employment. This Agreement shall be for a period of three (3) years commencing on or about April 1, 2000, or sooner if Blaufarb can do so, and ending on or about March 31, 2003, unless sooner terminated as provided herein.

7. Termination. Unless terminated earlier pursuant to the provisions of this Agreement this Agreement shall terminate on or about March 31, 2003. This Agreement may also terminate at the option of the EMPLOYER, if the NFL licenses are canceled or not renewed by the National Football League. Notwithstanding anything to the contrary in the preceding sentence, at any time that Good cause(as defined below) exists or has arisen, EMPLOYER may, at its election, terminate this Agreement by so notifying BLAUFARB in writing, in which event such termination shall be effective immediately. For purposes of this Paragraph, "Good cause" shall mean the existence or occurrence of any of the following: (a) any gross neglect of duty, (b) if BLAUFARB is convicted of a felony, (c) if BLAUFARB files for any protection under the federal bankruptcy laws (or any such proceeding is filed against BLAUFARB and is not dismissed within 90 days of such filing), (d) the occurrence or existence of any facts that constitute grounds for termination pursuant to New York State Law, (e) if BLAUFARB commits theft, larceny, embezzlement, fraud, any acts of dishonesty, illegality, or moral turpitude,
(f) If BLAUFARB otherwise materially breaches any provision of this Agreement (g) the death of BLAUFARB, and/or (h) if BLAUFARB becomes materially disabled to such an extent that BLAUFARB is precluded form performing the duties set forth in this Agreement of a period of 90 consecutive days, or 120 days in the aggregate during any one-year period upon termination of this Agreement,
(i) BLAUFARB shall return to Company all property belonging to EMPLOYER, including without limitation all Confidential Material, promotional material, advertising information, samples, price lists and similar items, and (ii) EMPLOYER shall have no obligation to make any further payment to BLAUFARB, except for amounts earned pursuant to this Agreement by BLAUFARB prior to such termination, which amounts EMPLOYER shall pay to BLAUFARB upon the later of (A) BLAUFARB's returning to EMPLOYER all such property, and (B) such amounts are actually due and payable by EMPLOYER to BLAUFARB.

This agreement may also be terminated at the option of the EMPLOYER if the NFL licenses owned by EMPLOYER or its subsidiaries are canceled or not renewed by the National Football League.

BLAUFARB may likewise terminate this Agreement by giving EMPLOYER ten (10) days advance written notice for GOOD CAUSE which shall be limited to failure of BLAUFARB and EMPLOYER to reach a written agreement as to the amount of - reasonable compensation.. which BLAUFARB is to receive from EMPLOYER as to non-NFL sales as previously referred to in Paragraph 5 above.

In the event any matter relating to GOOD CAUSE termination shall become a matter of dispute or controversy, the parties hereto agree to submit the same to arbitration by the American Arbitration Association or such other arbitration method as they may agree. Arbitration shall be a prerequisite to any right of legal action or equitable action or suit

7(a). Alcohol and drug testing. BLAUFARB agrees to submit to random alcohol and drug testing, to be paid for by EMPLOYER. In the event BLAUFARB refuses to submit to such testing, EMPLOYER may consider this grounds for termination in accordance with paragraph 7 above.

8. Schedule of Payments. A) During the first period of this Agreement, EMPLOYER shall pay BLAUFARB and additional compensation as follows:

12-month contract compensation to April 1, 2000 to Dec.31, 2000 $15,000 per month payable in cash or, at the Company's option, payable in part by issuing unrestricted "S-8" shares of the Company provided Company is a reporting Corporation on the OTCBB. If any compensation paid during this period is paid in shares, EMPLOYER, In addition to issuing said shares to BLAUFARB, shall reimburse BLAUFARB for his actual documented costs and expenses to redeem said shares, if held more then 3 months after issuance. The value of each share shall be established in accordance with the terms of the S-8 Registration filed with the SEC.

Jan. 1,2001 to
March 31, 2001 $60,000 payable in cash in equal weekly or bimonthly installments in accordancE with EMPLOYER'S normal payroll procedures.

B) During the second and third 12-month this Agreement, EMPLOYER shall compensation as follows:

April 1, 2001 to

March 31, 2003 $175,000 per annum payable in cash in equal Weekly or bi-monthly installments in accordance with Employer's normal payroll procedures.

9. Blaufarb's Representations. BLAUFARB represents he has the ability and experience to develop and manage a marketing and sales program; that based on reasonable assumptions made by him, his personal sales, exclusive of EMPLOYER'S sales, for NFL products should reach $2,000,000 at the end of the first Calendar period of this Agreement, ending December 31, 2000; $5,900,000 at the end of the second Calendar period, ending December 31, 2001; and $9,800,000 at the end of the third Calendar period, ending December 31, 2002.

10. Revisions in Compensation and Special Compensation. The Parties agree that in the event BLAUFARB's personal NFL sales are less than ($2,000,000.00) for the Calendar year ending December 31, 2000, that BLAUFARB's Compensation for his subsequent contract year beginning on or about April 1, 2001, shall be reduced from the amount specified in Paragraph 8 (b) above to One Hundred Fifty Thousand Dollars ($150,000.00) payable weekly or bi-monthly or whatever the normal payroll procedures are for Employer at that time.

If in the calendar years ending December 31, 2001 BLAUFARB's personal NFL sales are less than 90% of the assumptions outlined in Paragraph 9 above, i.e. $5,900,000.00, BLAUFARB agrees to reduce his compensation payable in the contract year beginning on or about April 1, 2002 as follows:

80-90% of projections                 160,000
70-79% of projections                 145,000
0-69% of projections                  130,000

If BLAUFARB's personal NFL sales in the period ending December31, 2001 exceed $5,900,000 plus any shortfall of projected sales for the period ending December 31,2000 (e.g. Assuming 1.7 million of personal sales as of December 31, 2000 and 6.2 million of personal sales as of December 31, 2001), BLAUFARB shall receive Make-up Compensation of $25,000.00 ($175,000 regular salary having been reduced to $150,000 per first subparagraph above).

If BLAUFARB's personal NFL sales in the period ending December 31, 2002 exceed $9,800,000, plus any shortfall of projected sales for the periods ending December 31,2000 and/or December 31, 2001 (e.g. Assuming 1.7 million of personal sales as of December 31, 2000, 5.2 million of personal sales as of December 31, 200W and 10.8 million of personal sales as of December 31, 2002), BLAUFARB shall receive Make-up Compensation of $40,000 ( $175,000 regular salary having been reduced to $150,000 per first subparagraph above, plus $175,000 regular salary having been reduced to $160,000 per second subparagraph above). Likewise, BLAUFARB, shall receive Make-up Compensation following any other possible permutations of make-up of projected personal sales in Calendar Year 2002 from shortfalls in personal sales occurring in either the first and/or second Calendar Years that have caused BLAUFARB's Contract Year regular Compensation to be reduced in either the Contract Years beginning on or about either April 1,2001 and/or April 1,2002.

If BLAUFARB is entitled to any Make-up Compensation as outlined herein above, said Make-up Compensation shall be paid to BLAUFARB within 90 days of the end of the then current contract year, i.e. March 31, 2002 and/or March 31, 2003.

11. Representations and Warranties. BLAUFARB hereby represents and warrants that this Agreement will not cause or require BLAUFARB to breach any obligation to, or agreement or confidence with, any other person.

12. Confidentiality. BLAUFARB hereby acknowledges that EMPLOYER has made (and/or may during the term of this Agreement make) available to BLAUFARB certain customer lists, products design information, performance standards and other confidential and/or proprietary information of EMPLOYER or licensed to EMPLOYER, including without limitation trade secrets and copyrighted materials (collectively, the "Confidential Material"). Except as essential to BLAUFARB's obligations as a Sales Manager of EMPLOYER with respect to the Products in accordance with this Agreement, neither BLAUFARB nor any agent officer, representative or independent contractor of or retainer by BLAUFARB shall make any disclosure of this Agreement, the terms of this Agreement or any of the Confidential Material. BLAUFARB shall notify each person to whom such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by such person.

13. Governing Law. This Agreement shall be governed construed in accordance with the laws of the State of New York.

14. Further Assurances. Each party to this Agreement shall execute all instruments and documents and take all actions as may be reasonably required to effectuate this Agreement.

15. Venue and Jurisdiction. For purposes of venue and jurisdiction, this Agreement shall be deemed made and to be performed in the City of New York, State of New York.

16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one document

17. Expenses. If either party breaches any provision of this agreement, the other non-breaching party shall have the right to sue for damages and/or injunctive relief for such breach. The prevailing party in such litigation shall be entitled to recover from the unsuccessful party in such litigation all costs, expenses, and actual attorney's fees relating to or arising for the enforcement or interpretation of, or any litigation, arbitration or mediation relating to or arising from any violation of this Agreement

18. Modification. This Agreement may be modified only by written instrument executed by both parties to this Agreement. EMPLOYEE shall agree to any modification of this Agreement if Federal or State Agencies, Rules, Regulations or laws recommend or require such modification, except that paragraphs 3, 4, 5, 6 & 8 cannot be modified without EMPLOYEE'S consent.

19. Headings. The headings of the Paragraphs of this Agreement have been included only for convenience, and shall not be deemed in any manner to modify or limit any of the provisions of this Agreement or be used in any manner in the interpretation of this Agreement.

20. Prior Understandings. This Agreement contains the entire agreement between the parties to this Agreement with respect to the subject matter of this Agreement is intended as a final expression of such parties' agreement with respect to such terms as are included in this Agreement is intended as a complete and exclusive statement of the terms of such agreement and supersedes all negotiations, stipulations, understandings, agreements, representations and warranties, if any, with respect to such subject matter, which precede or accompany the execution of this Agreement.

21. Interpretation. Whenever the context so requires in this Agreement all words used in the singular shall be construed to have been used in the plural (and vice versa), each gender shall be construed to include any other genders, and the word "person" shall be construed to include a natural person, a corporation, a firm, a partnership, a joint venture, a trust an estate or any other entity.

22. Partial Invalidity. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement or the application of such provision to any person or circumstance shall, to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability, unless such provision or such application of such provision is essential to this Agreement.

23. Successors in Interest and Assigns. BLAUFARB shall not assign or delegate to any other person any rights or obligations under this Agreement Subject to such restriction on transferability, this Agreement shall be binding upon and shall inure to the benefit of the successors-in-interest and assigns of each party to this Agreement Nothing in this Paragraph shall create any rights enforceable by any person not a party to this Agreement except for the rights of the successors-in-interest and assigns of each party to this Agreement unless such rights are expressly granted in this Agreement to other specifically identified persons. BLAUFARB has been advised that the EMPLOYER is in the process of being acquired by Helsinki Capital Partners, Inc., in which event this Agreement will be assigned to the new entity.

24. Notices. All notices or other communications required or permitted to be given to a party to this Agreement shall be in writing and shall be personally delivered, sent by registered or certified mail, postage prepaid, return receipt requested, or sent by an overnight express courier service that provides written confirmation of delivery, to such party at is address set forth above in the introductory Paragraph of this Agreement. Each such notice or other communication shall be deemed given, delivered and received upon its actual receipt except that if it is sent by mail in accordance with this Paragraph, then it shall be deemed given, delivered and received three days after the date such notice or other communication is deposited with the United States Postal Service or overnight express courier service in accordance with this Paragraph. Any party to this Agreement may give a notice of change of its address to the other party to this Agreement.

25. Waiver. Any waiver of a default under this Agreement must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.

26. Receipt of Copy. BLAUFARB hereby acknowledges that he has received a signed copy of this Agreement

IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day and year herein above stated.

FOR THE EMPLOYEE:

By: /s/ RON BLAUFARB
    ------------------------------
    Ron Blaufarb

FOR THE EMPLOYOR:

By: /s/ JAHN AVARELLO
    ------------------------------
    Jahn Avarello, President

EXHIBIT 10.6

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made this 25th of October, 1999 between IAM Group, Ltd., a New York Corporation, (the Employer), located at 85 Tenth Avenue, New York New York and William E. Weber, Esq. (the Employee), residing at 15 Pickering Place, Dix Hills, New York 11746. In consideration of the mutual covenants contained in this Agreement, the Employer and Employee hereby agree as follows:

RECITALS

The Employer, IAM Group, Ltd., ("IAM") recently entered into agreements to merge with or to purchase all of the assets of the following companies: Guardian Internet Services, Inc., Internet Solutions of Vero Beach, Inc., Computer Solutions of Vero Beach, Inc. and A Virtual Presence, Inc., and Pro-Star Athletic of Florida, Inc.

The Employee is admitted to practice in New York State and has the requisite experience to render general corporate legal services to further the business interests of IAM on a full time basis.

It is the intent of the Employer to develop a national and international manufacturing and marketing business for sports apparel through license agreements, and to design, develop and market an E-Commerce business through its wholly owned Internet Service Provider business: Guardian Internet Solutions, Inc. As a material inducement for the Employer to accomplish its business purposes, the Employee has accepted a position as a Vice-President of Legal Affairs for IAM, whose duties shall include general corporate legal services as well as promoting the business interests of Employer.

ARTICLE 1

TERM OF EMPLOYMENT

The Employer employs Employee and Employee accepts employment with the Employer for a period of three years beginning on the Effective Date of the Private Placement Offering ("PPO'), or on November 1, 1999 whichever date is sooner; however, the employment date for the Employee may be accelerated at the Employer's option.

At the sole discretion and option of the Employer, the Employer may extend this Agreement for an additional period of three years if Employee has satisfactorily performed all duties under this Agreement. If the Employer intends to exercise the right to extend the term of employment, the Employer shall notify Employee in writing before the end of the original term of employment under this Agreement. Employee shall accept the offer to renew by written notice to the Employer within 30 days from receipt of the offer. Employment during any extended term shall be governed by the terms of the offer submitted. If the renewal offer is refused, Employee shall remain with the Employer until a successor counsel is obtained.

The Employer has been advised that Employee's employment as an attorney is terminable at any time if the legal services rendered are unsatisfactory for any reason. If the Employer terminates without Employee's services without cause, Employee shall continue to receive his basic salary, personal expenses and medical insurance coverage during the term of this Agreement until he is re-employed or one year after he establishes a law office and engages in the practice of law. At such time as Employee is re-employed or establishes a law office and engages in the practice of law for one year, he shall receive one-half his basic salary for the remainder of the term of the Agreement.

ILLNESS, DISABILITY AND DEATH

In event of illness, disability or death employee or his survivor shall be entitled to receive compensation as provided by the Employer pursuant to a separate corporate policy statement to cover all officers, directors and executives of the employer.

ARTICLE 2

DUTIES OF EMPLOYEE

The primary responsibilities of Employee shall be as follows:

To provide legal services and advice whenever required over all operations, projects, subsidiaries or affiliates of IAM. Assist in execution and completion of corporate business including but not limited to legal aspects of day to day operations of the Employer, in-house corporate legal services, SEC regulatory requirement filings, private placement offerings, and initial public offerings.

Except to arrange for the orderly turnover of present clients and to render legal services for those cases pending in Employee's office, Employee shall devote his entire working time to the duties of the Employer and shall not conduct personal business or engage in work for any other person or entity during the term of this agreement. Employee shall perform all duties in compliance with the directions and according to the policies of the Employer, as long as the directions and policies are reasonable to both parties.

The duties of Employee may be changed from time to time by mutual consent of Employer and Employee. Notwithstanding any such change, the employment of Employee shall be construed as continuing under this Agreement as modified.

Until the Employer has the financial resources to retain the services of a Human Resources or Personnel Administrator, in addition to his duties as Vice-President for legal affairs, Employee agrees to act as the Human Resources and Personnel Officer for IAM.

Satisfactory Performance of Duties

The employment of Employee shall continue so long as the services rendered by Weber are satisfactory to the Board of Directors of the Employer. The Board of Directors of Employer shall evaluate Employee's performance every 6 months.

Place of Employment

At the commencement of the employment, Employee shall perform his duties at the office of the Employer located at 85 Tenth Avenue, New York New York. or at such other location where the Employer maintains its principal place of business. Employee shall relocate to the Employer's offices on the Effective Date of the PPO or sooner if Employer elects to accelerate the beginning date of this employment agreement.

Office Facilities

Employer shall operate and maintain facilities, and shall provide at its expense, the necessary equipment and supplies, suitable to employee's position and adequate for the performance of his legal services under and pursuant to this Agreement. Further, Employer shall supply and pay for legal secretarial services reasonably needed by employee in connection with his employment.

Engaging In Other Employment

Weber shall devote his entire productive time, ability, and attention to the business of the Employer during the term of this Contract. Weber shall not directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the Employer. The Employer recognizes that Weber has current pending legal matters which he can complete provided they do not adversely conflict with Employer's requirements.

Matters Requiring Consent of Board of Directors

Weber shall not, without specific approval of the Board of Directors of the Employer, do or contract for any of the following:

1. Borrow money on behalf of the Employer during any fiscal year an amount in excess of $100.

2. Permit any customer of Employer to become indebted to the Employer in an amount in excess of $100.

3. Purchase capital equipment in excess of expenditures budgeted by the Board of Directors.

4. Sell any single asset of the Employer having a market value in excess of $100 without approval of the Board of Directors.

5. Pay any office expenses and/or reimbursable expenses without approval of the President.

ARTICLE 3

COMPENSATION OF EMPLOYEE

Basic Salary

As compensation for all services rendered under this Agreement, Employee shall receive a salary of $150,000.00 per year, payable in equal weekly or bi-monthly installments during the period of employment, prorated for any partial employment period. After 6 months of employment, Weber's salary shall be re-evaluated based on meeting IAM'S budget and sales projections. In any event Weber shall receive minimum increases of salary of 2% for each six month period following the first year of employment. Salary may be changed by mutual agreement of the parties at any time. In the event Employer elects to accelerate the date of employment, Employee shall be paid at the rate of $10,000.00 per month plus medical insurance and reimbursement for reasonable expenses incurred on behalf of IAM.

Bonus

In the event employer pays bonus' to officers and executive employees on or before the last day of each fiscal year of the corporation, Weber shall be entitled to receive a bonus as negotiated with the employer.

Expenses

During the term of this Agreement, employer shall pay all reasonable business expenses of employee in accordance with the general policy of employer including but not limited to professional license fees, dues to State and County Bar Associations, educational expenses incurred to maintain or improve employee's professional skills, and for employee's actual expenses for travel, room and meals for attending professional conventions. Employee agrees to submit to employer such documentation as may be necessary to substantiate such expenses.

Fringe Benefits

As additional compensation, the employer shall provide the following further benefits not to exceed twenty thousand ($20,000.00) per year:

(1) Automobile lease
(2) Automobile insurance expenses
(3) Cell phone expenses
(4) Automobile repairs and maintenance

Additional Benefits

In the event IAM Group, Inc., offers pension, welfare or employee stock benefit or incentive programs, to its executives, Employee shall be included therein. Within a reasonable time after PPO, Employer shall provide family medical insurance coverage for Employee.

Holidays

Employee shall be entitled to eight days for all national legal holidays, to be scheduled in advance by Employer and Employee.

Vacation

After the first year of employment Employee shall be entitled to two weeks paid vacation time. After the second year Employee shall receive three weeks paid vacation time. All vacation time is to be scheduled in advance by Employer and Employee.

ARTICLE 4

NON COMPETITION OF EMPLOYEE

Non Competition During Term of Employment

During the term of this Agreement, Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of Employer.

Post-Employment Noncompetition

Employee agrees that, upon termination of employment for cause, he shall not directly or indirectly engage in competition with the Employer for a period of two years from the date of termination. As used in this paragraph, "competition with the Employer" means entering or engaging in the business of: Internet Service Provider offering exclusive or optional filtered access service to its users, either individually, or as a partner, or as a member of a joint venture, or as an employee, or as an agent, officer, director, or shareholder of any entity or person or entering or engaging in the apparel licensing business. This covenant shall be construed as an agreement independent of any other provision of this employment agreement. The existence of any claim or cause of action of Employee against the Employer, whether predicated on this agreement or otherwise shall not constitute a defense to the enforcement by the Employer of this covenant. In the event of a breach or threatened breach by Employee of the obligations under this paragraph, Employee acknowledges that the Employer will not have an adequate remedy at law and shall be entitled to such equitable and injunctive relief as may be available to restrain Employee from the violation of the provision of this paragraph. Nothing in this paragraph shall be construed as prohibiting the Employer from pursuing any other remedies available for breach or threatened breach of this covenant not to compete, including the recovery of damages from Employee.

ARTICLE 5

PROPERTY RIGHTS OF THE PARTIES

Soliciting Customers After Termination of Employment

Employee shall not for a period of two years immediately following the termination of this employment with Employer, either directly or indirectly:

1. Make known to any person, firm, or corporation the names or addresses of any of the customers of the Employer or any information pertaining to them;

2. Call on, solicit, or attempt to call on, solicit or take away any of the customers of the Employer.

Ownership of Customer Records

All customer agreements, and any other agreements and books relating to the Employer, whether prepared by Employee or otherwise coming into his possession, shall be the exclusive property of the Employer. All agreements, records and books shall be immediately returned to the Employer on termination of employment.

Ownership of Legal Records

All legal records relating to IAM, whether prepared by Employee or otherwise coming into his possession, shall be the exclusive property of the Employer. All legal records and books shall be immediately returned to the Employer on termination of employment.

ARTICLE 6

TERMINATION OF EMPLOYMENT

If Employee willfully breaches or habitually neglects his duties or fails to perform the duties he is required to perform under this Agreement, the Employer may, at the Employer's option, terminate this Agreement by giving written notice of the termination to Employee. Such termination shall not prejudice any other remedy to which the Employer may be entitled either at law, equity, or under this Agreement.

Effect of Termination on Compensation

In the event of termination of this Agreement other than for willful breach or habitual neglect of duties, Employee shall be entitled to the compensation earned by him prior to the date of termination as provided for in this Agreement and to all future compensation and benefits entitled to be received during the term of this Agreement.

Damages for Breach of Contract

In the event of breach of this Agreement by either the Employer or Employee resulting in damages to the other party, that party may recover from the party breaching the Agreement any and all damages that may be sustained, unless the Employer pays future compensation and benefits for the remainder of the term of this Agreement. In the event Employee sues and prevails in a breach of contract action, damages will be limited to compensation, benefits and reasonable attorney fees.

Attorney's Fees and Costs

If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney fees, costs, and necessary disbursements in addition to any other relief that the party may be entitled.

Entire Agreement

This Agreement supercedes any and all other agreements, whether oral or in writing, between the parties with respect to the employment of Employee by the Employer, and this Agreement contains all of the covenants and agreements between the parties with respect to the employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, that are not embodied in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification to this Agreement will be effective only if it is in writing signed by the party to be charged.

AGREED TO AND ACCEPTED this 25th day of October, 1999.

EMPLOYER:                          EMPLOYEE:

IAM GROUP LTD.

By: /s/ JAHN AVARELLO              By: /s/ WILLIAM WEBER, ESQ.
    ------------------------           -----------------------
    Jahn Avarello, President

EXHIBIT 10.7

This EXECUTIVE EMPLOYMENT AGREEMENT, dated as of March ,2000 is by and between IAM Group, Ltd., a New York Corporation (the "Company") with its principal executive offices located at 85 Tenth Avenue, New York, New York 10011, and Jahn Avarello, (the "Executive").

WHEREAS, the Company and the Executive have entered into an Employment Agreement dated as of March , 2000 (the "Agreement"); WHEREAS, the Company and the Executive desire to state the terms of the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing recital and the respective covenants and agreements of the parties contained in this document, the Company and the Executive agree as follows:

1. Employment and Duties. During the Employment Period (as defined in paragraph 2 below), the Executive will serve as President and Chief Executive Officer of the Company. The duties and responsibilities of the Executive shall include the duties and responsibilities for the Executive's corporate offices and positions as set forth in the Company's bylaws from time to time in effect and such other duties and responsibilities as the board of directors of the Company (the "Board of Directors") may from time to time reasonably assign to the Executive, in all cases to be consistent with the Executive's corporate offices and positions. The Executive shall perform faithfully the executive duties assigned to him to the best of his ability.

2. Employment Period.

(a) Basic Rule. The employment period commenced on March , 2000 (the "Commencement Date") and shall continue thereafter for three (3) years (the "Employment Period"), unless sooner terminated pursuant to the provisions of this Agreement.

(b) Early Termination. The Company may terminate the Executive's employment prior to the end of the Employment Period by giving the Executive 30 days' advance notice in writing. If the Company terminates the Executive's employment prior to the end of the Employment Period for any reason other than Cause, as defined below, or if the Executive terminates his employment for Good Reason, as defined below, the provisions of paragraphs 1
1(a)(I), 11(b) and 11(c) shall apply. The Executive may terminate his employment prior to the end of the Employment Period by giving the Company 90 days advance written notice. If the Executive terminates his employment prior to the end of the Employment Period other than for Good Reason, the provisions of paragraph 1 1(a)(ii) shall apply. Upon termination of the Executive's employment with the Company, the Executive's rights under any applicable benefit plans shall be determined under the provisions of those plans. Any waiver of notice shall be valid only if it is made in writing and expressly refers to the applicable notice requirement of this subparagraph 2.

(c) Death. The Executive's employment shall terminate in the event of his death. The Company shall have no obligation to pay or provide any compensation or benefits under this Agreement on account of the Executive's death, or for periods following the Executive's death; provided however that the Company's obligations under paragraphs 11 (a)(I), 11(b) and 11(c) shall not be interrupted as a result of the Executive's death, and the Executive's estate or its representative(s) shall be entitled to exercise all the rights of the Executive under such Sections. The Executive's rights (and the rights of his estate) under the benefit plans of the Company in the event of the Executive's death shall be determined under the provisions of those plans.

(d) Cause. The Company may terminate the Executive's employment for cause by giving the Executive 30 days' advance notice in writing. For all purposes under this Agreement, "Cause" shall mean a willful act by the Executive which constitutes gross misconduct and which is injurious to the Company. No act, or failure to act, by the Executive shall be considered "willful" unless committed without good faith without a reasonable belief that the act or omission was in the Company's best interest. No compensation or benefits will be paid or

provided to the Executive under this Agreement on account of a termination for Cause for periods following the date when such a termination of employment is effective. The Executive's rights under the benefit plans of the Company in the event of a termination for Cause shall be determined under the provisions of those plans.

(e) Disability. The Company may terminate the Executive's employment for Disability by giving the Executive 30 days advance notice in writing. For all purposes under this Agreement, "Disability" shall mean that the Executive, at the time notice is given, has been unable to substantially perform his duties under this Agreement for a period of not less than six (6) consecutive months as the result of his incapacity due to physical or mental illness. In the event that the Executive resumes the performance of substantially all of his duties hereunder before the termination of his employment under this subparagraph (e) becomes effective, the notice of termination shall automatically be deemed to have been revoked. No compensation or benefits will be paid or provided to the Executive under this Agreement on account of termination for Disability for periods following the date when such a termination of employment is effective; provided however that the Company's obligations under paragraphs II (a)(I), 11(b) and 11(c) shall not be interrupted as a result of the Executive's Disability, and the Executive or his guardian(s) or other representative(s) shall be entitled to exercise all the rights of the Executive under such Sections. The Executive's rights under the benefit plans of the Company in the event of his Disability shall be determined under the provisions of those plans.

(f) Good Reason. Employment with the Company may be regarded as having been constructively terminated by the Company, and the Executive may therefore terminate his employment for Good Reason and thereupon become entitled to the benefits of paragraphs 11 (a)(i) and 11(b) below, if, before the end of the Employment Period, one or more of the following events shall occur: (i) without the Executive's express written consent, the assignment to the Executive of any duties or the reduction of the Executive's duties, either of which results in a significant diminution in the Executive's position or responsibilities with the Company in effect immediately prior to such assignment, or the removal of the Executive from such position and responsibilities; (ii) without the Executive's express written consent, a substantial reduction,

without good business reasons, of the facilities and perquisites (including office space and location) available to the Executive immediately prior to such reduction; (iii) a material reduction by the Company in the Base Salary of the Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; (v) the relocation of the Executive to a facility or a location more than 50 miles from the Executive's then present location or from the Company's principal executive offices, without the Executive's express written consent; (vi) any purported termination of the Executive's employment by the Company which is not effected for death, Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successor; or (viii) any material breach by the Company of any material provision of this Agreement.

3. Place of Employment. The Executive's services shall be performed at the Company's principal executive offices in Vero Beach, Florida and New York City, and at such other places as the Company may locate its executive offices. The Company shall reimburse the Executive for expenses incurred by travel to and from Vero Beach, Florida, and to and from New York City and by intermittent living expenses (including rent or equivalent hotel costs) in connection with the performance of his duties hereunder.

4. Base Salary. For all services to be rendered by the Executive pursuant to this Agreement, the Company agrees to pay the Executive during the Employment Period a base salary (the "Base Salary") at an annual rate of not less than $300,000. The Base Salary shall be paid in periodic installments in accordance with the Company's regular payroll practices. The Company agrees solely for the purpose of considering possible salary increases to review the Base Salary at least annually as of November of each year (beginning in 200 1) and to make such increases as the Board of Directors may approve.

5. Bonus. For all services rendered by the Executive pursuant to this Agreement during the period ("Initial Bonus Period") beginning on March , 2000 and ending on March 31, 2001 the Executive was (or shall be if any such amount shall not have been paid before the date hereof) paid a bonus (the "Initial Bonus"). The Initial Bonus was payable on a monthly basis for each month during the Initial Bonus Period at a rate equal to the product of (a) .01% and (b) the amount of Net Sales by the Company during the preceding Initial Bonus Period. For all services to be rendered by the Executive pursuant to this Agreement during the period ("Second Bonus Period") beginning on April 1,2001 and ending on March 31,2001 the Company agrees to issue in favor of the Executive a fully-vested option (the "Second Bonus") to purchase 300,000 shares of common stock of the Company at the price of $2.00 per share pursuant to an option agreement in the form of Exhibit A, such option to be delivered oh or prior to April 1, 2001. For all services to be rendered by the Executive pursuant to this Agreement during the Employment Period subsequent to the Second Bonus Period, the Executive shall be paid a bonus which shall be achievable, progressive, of a magnitude comparable in aggregate to the magnitude of the Initial Bonus and the Second Bonus, as adjusted to reflect the growth in the Company's sales of products (i.e. increased if such sales increase and decreased if they decrease) and based on appropriate measures of success based on Company Business Plans as adopted and modified by the Board of Directors of the Company. Any bonus payable hereunder by reference to the financial results of the Company (such as the Initial Bonus) shall be verified in accordance with the Company's normal practices and policies and shall be conclusively determined on the basis of audited financial statements. No adjustments in the amount of any such Bonus previously paid shall be made in any circumstance whatever except as a result of such audit revealing arithmetic errors in amounts paid. Such amounts shall be paid by the Executive or the Company, as then case may be, within 30 days after such statements have been finally delivered to the Board of Directors or as otherwise agreed by the Board of Directors and the Executive. Any bonus payable hereunder in equity of the Company or other securities of the Company (such as the Second Bonus) shall be treated as a negotiated and agreed amount not subject to adjustment after such amount has been established by the Board of Directors of the Company, notwithstanding any subsequent event.

6. Stock Options. The Executive shall be entitled to participate in any stock option grant programs established by the Company for the benefit of its key employees. The terms of any individual grant shall be determined pursuant to a stock option agreement or restricted stock purchase agreement between the Company and the Executive entered into at the time of grant, subject to the provisions of Section 11(c) hereof

7. Expenses. The Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel (including travel and living expenses pursuant to Section 3 hereof), entertainment, and other expenses incurred by the Executive during the Employment Period (in accordance with the policies and procedures established by the Company for its senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that the Executive shall properly account for such expenses in accordance with Company policies and procedures. The parties agree that for purposes of this paragraph, the Executive's air travel shall be coach class domestically and business class internationally.

8. Other Benefits. During the Employment Period, the Executive shall be entitled to participate in employee benefit plans or programs of the Company, if any, to the extent that his position, tenure, salary, age, health and other qualifications make him eligible to participate, subject to the rules and regulations applicable thereto.

9. Vacations and Holidays. The Executive shall be entitled to four (4) weeks paid vacation and Company holidays in accordance with the Company's policies in effect from time to time for its senior executive officers.

10. Other Activities. The Executive shall devote substantially all of his working time and efforts during the Company's normal business hours to the business and affairs of the Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement, except for vacations, holidays and sickness. However, the Executive may devote a reasonable amount of his time to civic, community, or charitable activities and, with the prior written approval of the Board of Directors, to serve as a director of other corporations and of other types of business or public activities not expressly mentioned in this paragraph.

11. Termination Benefits. In the event the Executive's employment terminates prior to the end of the Employment Period, then the Executive shall be entitled to receive severance and other benefits as follows: (a) Severance.

(i) Involuntary Termination. If the Company terminates the Executive's employment other than for Cause, or if the Executive terminates his employment for Good Reason, or if the Executive's employment terminates by reason of his death or Disability then, in lieu of any severance benefits to which the Executive may otherwise be entitled under any Company severance plan or program, the Executive shall be entitled to payment of his Base Salary until the end of the Employment Period or, if earlier, until a breach by the Executive of his obligations under paragraph II hereof.

(ii)Other Termination. In the event the Executive's employment terminates for any reason other than as described in paragraph II (a)(i) above, including by reason of the Executive's resignation other than for Good Reason and the Company's termination of the Executive for Cause, then the Executive shall be entitled to receive severance and any other benefits only as may then be established under the Company's existing severance and benefit plans and policies at the time of such termination.

(b) Bonuses. In the event the Executive's employment is terminated as described in paragraph 11 (a)(i) above, then the Executive shall be entitled to receive continuing bonuses as described in paragraph 5 as though he had remained an employee through the end of the Employment Period. In the event the Executive's employment terminates for any other reason during the Employment Period (other than for Cause), then the Executive shall be entitled to payment of a portion of subsequent bonuses determined, after the end of the fiscal year of the Company in which such termination occurs, by

multiplying the amount of the most recent bonus established by the Board of Directors of the Company for Executive prior to such termination (if in cash, calculated according to the applicable formula approved by the Board, and if in equity, calculated by valuing the equity granted to Executive upon such date of termination) by a fraction, the numerator of which will be the number of days in which he was employed by the Company (or any of its subsidiaries) in such fiscal year, and the denominator of which shall be the number of days in such fiscal year. To the extent all or any portion of the Bonus is payable to the Executive pursuant to the preceding sentence, such amount shall be paid in accordance with paragraph 5. In the event the Executive's employment is terminated by the Company for Cause, then the Executive shall not be entitled to receive any bonuses hereunder with respect to any period subsequent to such termination, but shall receive any unpaid bonus with respect the period prior to such termination and shall not in any event have any obligation to refund or reimburse any bonus paid or granted to him prior to such termination.

(c) Options and Restricted Stock. Notwithstanding anything to the contrary contained in any Option Agreement or Restricted Stock Purchase Agreement that the Executive may sign, upon any involuntary or involuntary termination of Executive's employment with the Company, including without limitation termination by the Company for Cause: (i) all unvested options to purchase shares of the capital stock of the Company then held by the Executive shall immediately and without further action on the part of the Executive or the Company become fully vested in the Executive, who may exercise them at any time or from time to time during the three months following the date of such termination; and (ii) repurchase rights with respect any shares of the capital stock of the Company then held by the Executive shall immediately and without further action on the part of the Executive or the Company expire on the date of such termination.

12. Proprietary Information. During the Employment Period and thereafter, the Executive shall not, without the prior written consent of the Board of Directors, disclose or use for any purpose (except in the course of his employment under this Agreement and in furtherance of the business of the Company or any of its affiliates or subsidiaries) any confidential information or proprietary data of the Company. As an express condition of the Executive's employment with the Company, the Executive agrees to execute confidentiality agreements as requested by the Company.

13. Non-Solicit. The Executive covenants and agrees with the Company that during his employment with the Company and for a period expiring one (1) year after the date of termination of such employment, he will not solicit any of the Company's then-current employees to terminate their employment with the Company or to become employed by any firm, company or other business enterprise with which the Executive may then be connected.

14. Right to Advice of Counsel. The Executive acknowledges that he has had the right to consult with counsel and is fully aware of his rights and obligations under this Agreement.

15. Successors. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption agreement prior to the effectiveness of any such succession shall entitle the Executive to the benefits described in paragraphs 11(a)(i), 11(b) and 11(c) of this Agreement, subject to the terms and conditions therein.

16. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New York city, in accordance with the rules of the American Arbitration Association then in effect by an arbitrator selected by both parties within 10 days after either party has notified the other in writing that it desires a dispute between them to be settled by arbitration. In the event the parties cannot agree on such arbitrator within such 10-day period, each party shall select an arbitrator and inform the other party in writing of such arbitrator's name and address within 5 days after the end of such 10-day period and the two arbitrators so selected shall select a third arbitrator within 15 days thereafter; provided, however, that in the event of a failure by either party to select an arbitrator and notify the other party of such selection within the time period provided above, the arbitrator selected by the other party shall be the sole arbitrator of the dispute. Each party shall pay its own expenses associated with such arbitration, including the expense of any arbitrator selected by such party and the Company will pay the expenses of the jointly selected arbitrator. The decision of the arbitrator or a majority of the panel of arbitrators shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof Punitive damages shall not be awarded.

17. Absence of Conflict. The Executive represents and warrants that his employment by the Company as described herein shall not conflict with and will not be constrained by any prior employment or consulting agreement or relationship.

18. Assignment. This Agreement and all rights under this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors and assigns. This Agreement is personal in nature, and neither of the parties to this Agreement shall, without the written consent of the other, assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity; except that the Company may assign this Agreement to any of its affiliates or wholly-owned subsidiaries, provided, that such assignment will not relieve the Company of its obligations hereunder. If the Executive should die while any amounts are still payable to the Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee or, if there be no such designee, to the Executive's estate.

19. Notices. For purposes of this Agreement, notices and other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by United States certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: Jahn Avarello do IAMNY, 85 Tenth Avenue, New York, New York 10011, If to the Company: IAMNY, 85 Tenth Avenue, New York, New York 10011 or to such other address or the attention of such other person as the recipient party has previously furnished to the other party in writing in accordance with this paragraph. Such notices or other communications shall be effective upon delivery or, if earlier, three days after they have been mailed as provided above.

20. Integration. This Agreement represents the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.

21. Waiver. Failure or delay on the part of either party hereto to enforce any right, power, or privilege hereunder shall not be deemed to constitute a waiver thereof. Additionally, a waiver by either party or a breach of any promise hereof by the other party shall not operate as or be construed to constitute a waiver of any subsequent waiver by such other party.

22. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

23. Headings. The headings of the paragraphs contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this Agreement.

24. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws, and not the choice of law rules, of the State of New York.

25. Counterparts. This Agreement may be executed in one or more counterparts, none of which need contain the signature of more than one party hereto, and each of which shall be deemed to be an original, and all of which together shall constitute a single agreement.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

IAM Group, Ltd.

By: /s/ JAHN AVARELLO
    -----------------------
    CFO\Executive

By: /s/ JAHN AVARELLO
    -----------------------
    Jahn Avarello

EXHIBIT 10.8

This EXECUTIVE EMPLOYMENT AGREEMENT, dated as of March , 2000 is by and between IAM Group, Ltd., a New York corporation (the "Company") with its principal executive offices located at 85 Tenth Avenue, New York, New York 10011, and Thomas Verola, (the "Executive").

WHEREAS, the Company and the Executive have entered into an Employment Agreement dated as of March, 2000 (the "Agreement"); WHEREAS, the Company and the Executive desire to state the terms of the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing recital and the respective covenants and agreements of the parties contained in this document, the Company and the Executive agree as follows:

1. Employment and Duties. During the Employment Period (as defined in paragraph 2 below), the Executive will serve as Vice President and Chief Productions Officer of the Company. The duties and responsibilities of the Executive shall include the duties and responsibilities for the Executive's design, planning, production, marketing and sales offices and positions as set forth in the Company's bylaws from time to time in effect and such other duties and responsibilities as the board of directors of the Company (the "Board of Directors") may from time to time reasonably assign to the Executive, in all cases to be consistent with the Executive's offices and positions. The Executive shall perform faithfully the executive duties assigned to him to the best of his ability.

2. Employment Period.

(a) Basic Rule. The employment period commenced on March , 2000 (the "Commencement Date") and shall continue thereafter for three (3) years (the "Employment Period"), unless sooner terminated pursuant to the provisions of this Agreement.

(b) Early Termination. The Company may terminate the Executive's employment prior to the end of the Employment Period by giving the Executive 30 days' advance notice in writing. If the Company terminates the Executive's employment prior to the end of the Employment Period for any reason other than Cause, as defined below, or if the Executive terminates his employment for Good Reason, as defined below, the provisions of paragraphs II (a)(I), 11(b) and 11(c) shall apply. The Executive may terminate his employment prior to the end of the Employment Period by giving the Company 90 days advance written notice. If the Executive terminates his employment prior to the end of the Employment Period other than for Good Reason, the provisions of paragraph 11
(a)(ii) shall apply. Upon termination of the Executive's employment with the Company, the Executive's rights under any applicable benefit plans shall be determined under the provisions of those plans. Any waiver of notice shall be valid only if it is made in writing and expressly refers to the applicable notice requirement of this subparagraph 2.

(c) Death. The Executive's employment shall terminate in the event of his death. The Company shall have no obligation to pay or provide any compensation or benefits under this Agreement on account of the Executive's death, or for periods following the Executive's death; provided however that the Company's obligations under paragraphs 11
(a)(i), 11(b) and 11(c) shall not be interrupted as a result of the Executive's death, and the Executive's estate or its representative(s) shall be entitled to exercise all the rights of the Executive under such Sections. The Executive's rights (and the rights of his estate) under the benefit plans of the Company in the event of the Executive's death shall be determined under the provisions of those plans.

(d) Cause. The Company may terminate the Executive's employment for cause by giving the Executive 30 days' advance notice in writing. For all purposes under this Agreement, "Cause" shall mean a willful act by the Executive which constitutes gross misconduct and which is injurious to the Company. No act, or failure to act, by the Executive shall be considered "willful" unless committed without good faith without a reasonable belief that the act or omission was in the Company's best interest. No compensation or benefits will be paid or provided to the Executive under this Agreement on account of a termination for Cause for periods following the date when such a termination of employment is effective. The Executive's rights under the benefit plans of the Company in the event of a termination for Cause shall be determined under the provisions of those plans.

(e) Disability. The Company may terminate the Executive's employment for Disability by giving the Executive 30 days advance notice in writing. For all purposes under this Agreement, "Disability" shall mean that the Executive, at the time notice is given, has been unable to substantially perform his duties under this Agreement for a period of not less than six (6) consecutive months as the result of his incapacity due to physical or mental illness. In the event that the Executive resumes the performance of substantially all of his duties hereunder before the termination of his employment under this subparagraph
(e) becomes effective, the notice of termination shall automatically be deemed to have been revoked. No compensation or benefits will be paid or provided to the Executive under this Agreement on account of termination for Disability for periods following the date when such a termination of employment is

effective; provided however that the Company's obligations under paragraphs 11 (a)(i), 11(b) and 11(c) shall not be interrupted as a result of the Executive's Disability, and the Executive or his guardian(s) or other representative(s) shall be entitled to exercise all the rights of the Executive under such Sections. The Executive's rights under the benefit plans of the Company in the event of his Disability shall be determined under the provisions of those plans.

(f) Good Reason. Employment with the Company may be regarded as having been constructively terminated by the Company, and the Executive may therefore terminate his employment for Good Reason and thereupon become entitled to the benefits of paragraphs 11 (a)(i) and 11(b) below, if, before the end of the Employment Period, one or more of the following events shall occur: (i) without the Executive's express written consent, the assignment to the Executive of any duties or the reduction of the Executive's duties, either of which results in a significant diminution in the Executive's position or responsibilities with the Company in effect immediately prior to such assignment, or the removal of the Executive from such position and responsibilities; (ii) without the Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Executive immediately prior to such reduction; (iii) a material reduction by the Company in the Base Salary of the Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; (v) the relocation of the Executive to a facility or a location more than 50 miles from the Executive's then present location or from the Company's principal executive offices,

without the Executive's express written consent; (vi) any purported termination of the Executive's employment by the Company which is not effected for death, Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of this Agreement by any successor; or
(viii) any material breach by the Company of any material provision of this Agreement.

3. Place of Employment. The Executive's services shall be performed at the Company's principal executive offices in New York City. The Company shall reimburse the Executive for expenses incurred by travel to and from New York City and by intermittent out of State or out of Country living expenses (including rent or equivalent hotel costs) in connection with the performance of his duties hereunder.

4. Base Salary. For all services to be rendered by the Executive pursuant to this Agreement, the Company agrees to pay the Executive during the Employment Period a base salary (the "Base Salary") at an annual rate of not less than $200,000. The Base Salary shall be paid in periodic installments in accordance with the Company's regular payroll practices. The Company agrees solely for the purpose of considering possible salary increases to review the Base Salary at least annually as of November of each year (beginning in 2001) and to make such increases as the Board of Directors may approve.

5. Bonus. For all services rendered by the Executive pursuant to this Agreement during the period ("Initial Bonus Period") beginning on March , 2000 and ending on March31, 2001 the Executive was (or shall be if any such amount shall not have been paid before the date hereof) paid a bonus (the "Initial Bonus"). The Initial Bonus was payable on a monthly basis for each month during the Initial Bonus Period at a rate equal to the product of (a) .01% and (b) the amount of Net NFL, PBA and other Licensed and Unlicensed Apparel and Accessories Sales by the Company during the preceding Initial Bonus Period. For all services to be rendered by the Executive pursuant to this Agreement during the period ("Second Bonus Period") beginning on April 1, 2001 and ending on March31, 2001 the Company agrees to issue in favor of the Executive a fully-vested option (the

"Second Bonus") to purchase 75,000 shares of common stock of the Company at the price of $2.00 per share pursuant to an option agreement in the form of Exhibit A, such option to be delivered on or prior to April 1, 2001. For all services to be rendered by the Executive pursuant to this Agreement during the Employment Period subsequent to the Second Bonus Period, the Executive shall be paid a bonus which shall be achievable, progressive, of a magnitude comparable in aggregate to the magnitude of the Initial Bonus and the Second Bonus, as adjusted to reflect the growth in the Company's sales of products (i.e. increased if such sales increase and decreased if they decrease) and based on appropriate measures of success based on Company Business Plans as adopted and modified by the Board of Directors of the Company. Any bonus payable hereunder by reference to the financial results of the Company (such as the Initial Bonus) shall be verified in accordance with the Company's normal practices and policies and shall be conclusively determined on the basis of audited financial statements. No adjustments in the amount of any such Bonus previously paid shall be made in any circumstance whatever except as a result of such audit revealing arithmetic errors in amounts paid. Such amounts shall be paid by the Executive or the Company, as then case may be, within 30 days after such statements have been finally delivered to the Board of Directors or as otherwise agreed by the Board of Directors and the Executive. Any bonus payable hereunder in equity of the Company or other securities of the Company (such as the Second Bonus) shall be treated as a negotiated and agreed amount not subject to adjustment after such amount has been established by the Board of Directors of the Company, notwithstanding any subsequent event.

6. Stock Options. The Executive shall be entitled to participate in any stock option grant programs established by the Company for the benefit of its key employees. The terms of any individual grant shall be determined pursuant to a stock option agreement or restricted stock purchase agreement between the Company and the Executive entered into at the time of grant, subject to the provisions of Section 11(c) hereof

7. Expenses. The Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel (including travel and living expenses pursuant to Section 3 hereof), entertainment, and other expenses

incurred by the Executive during the Employment Period (in accordance with the policies and procedures established by the Company for its senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that the Executive shall properly account for such expenses in accordance with Company policies and procedures. The parties agree that for purposes of this paragraph, the Executive's air travel shall be coach class domestically and business class internationally.

8. Other Benefits. During the Employment Period, the Executive shall be entitled to participate in employee benefit plans or programs of the Company, it any, to the extent that his position, tenure, salary, age, health and other qualifications make him eligible to participate, subject to the rules and regulations applicable thereto.

9. Vacations and Holidays. The Executive shall be entitled to Two (2) weeks paid vacation and Company holidays in accordance with the Company's policies in effect from time to time for its senior executive officers.

10. Other Activities. The Executive shall devote substantially all of his working time and efforts during the Company's normal business hours to the business and affairs of the Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement, except for vacations, holidays and sickness. However, the Executive may devote a reasonable amount of his time to civic, community, or charitable activities and, with the prior written approval of the Board of Directors, to serve as a director of other corporations and of other types of business or public activities not expressly mentioned in this paragraph.

11. Termination Benefits. In the event the Executive's employment terminates prior to the end of the Employment Period, then the Executive shall be entitled to receive severance and other benefits as follows: (a) Severance.

(i) Involuntary Termination. If the Company terminates the Executive's employment other than for Cause, or if the Executive terminates his employment

for Good Reason, or if the Executive's employment terminates by reason of his death or Disability then, in lieu of any severance benefits to which the Executive may otherwise be entitled under any Company severance plan or program, the Executive shall be entitled to payment of his Base Salary until the end of the Employment Period or, if earlier, until a breach by the Executive of his obligations under paragraph 11 hereof.

(ii) Other Termination. In the event the Executive's employment terminates for any reason other than as described in paragraph 11 (a)(i) above, including by reason of the Executive's resignation other than for Good Reason and the Company's termination of the Executive for Cause, then the Executive shall be entitled to receive severance and any other benefits only as may then be established under the Company's existing severance and benefit plans and policies at the time of such termination.

(b) Bonuses. In the event the Executive's employment is terminated as described in paragraph 11
(a)(i) above, then the Executive shall be entitled to receive continuing bonuses as described in paragraph 5 as though he had remained an employee through the end of the Employment Period. In the event the Executive's employment terminates for any other reason during the Employment Period (other than for Cause), then the Executive shall be entitled to payment of a portion of subsequent bonuses determined, after the end of the fiscal year of the Company in which such termination occurs, by multiplying the amount of the most recent bonus established by the Board of Directors of the Company for Executive prior to such termination (if in cash, calculated according to the applicable formula approved by the Board, and if in equity, calculated by valuing the equity granted to Executive upon such date of termination) by a fraction, the numerator of

which will be the number of days in which he was employed by the Company (or any of its subsidiaries) in such fiscal year, and the denominator of which shall be the number of days in such fiscal year. To the extent all or any portion of the Bonus is payable to the Executive pursuant to the preceding sentence, such amount shall be paid in accordance with paragraph 5. In the event the Executive's employment is terminated by the Company for Cause, then the Executive shall not be entitled to receive any bonuses hereunder with respect to any period subsequent to such termination, but shall receive any unpaid bonus with respect the period prior to such termination and shall not in any event have any obligation to refund or reimburse any bonus paid or granted to him prior to such termination.

(c) Options and Restricted Stock. Notwithstanding anything to the contrary contained in any Option Agreement or Restricted Stock Purchase Agreement that the Executive may sign, upon any involuntary or involuntary termination of Executive's employment with the Company, including without limitation termination by the Company for Cause: (i) all unvested options to purchase shares of the capital stock of the Company then held by the Executive shall immediately and without further action on the part of the Executive or the Company become fully vested in the Executive, who may exercise them at any time or from time to time during the three months following the date of such termination; and (ii) repurchase rights with respect any shares of the capital stock of the Company then held by the Executive shall immediately and without further action on the part of the Executive or the Company expire on the date of such termination.

12. Proprietary Information. During the Employment Period and thereafter, the Executive shall not, without the prior written consent of the Board of Directors, disclose or use for any purpose (except in the course of his employment under this Agreement and in furtherance of the business of the Company or any of its affiliates or subsidiaries) any confidential information or proprietary data of the Company. As an express condition of the Executive's employment with the Company, the Executive agrees to execute confidentiality agreements as requested by the Company.

13 Non-Solicit. The Executive covenants and agrees with the Company that during his employment with the Company and for a period expiring one (1) year after the date of termination of such employment, he will not solicit any of the Company's then-current employees to terminate their employment with the Company or to become employed by any firm, company or other business enterprise with which the Executive may then be connected.

14. Right to Advice of Counsel. The Executive acknowledges that he has had the right to consult with counsel and is fully aware of his rights and obligations under this Agreement.

15. Successors. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption agreement prior to the effectiveness of any such succession shall entitle the Executive to the benefits described in paragraphs 1 I(a)(i), 11(b) and 11(c) of this Agreement, subject to the terms and conditions therein.

16. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New York city, in accordance with the rules of the American Arbitration Association then in effect by an arbitrator selected by both parties within 10 days after either party has notified the other in writing that it desires a dispute between them to be settled by arbitration. In the event the parties cannot agree on such arbitrator

within such 10-day period, each party shall select an arbitrator and inform the other party in writing of such arbitrator's name and address within 5 days after the end of such 10-day period and the two arbitrators so selected shall select a third arbitrator within 15 days thereafter; provided, however, that in the event of a failure by either party to select an arbitrator and notify the other party of such selection within the time period provided above, the arbitrator selected by the other party shall be the sole arbitrator of the dispute. Each party shall pay its own expenses associated with such arbitration, including the expense of any arbitrator selected by such party and the Company will pay the expenses of the jointly selected arbitrator. The decision of the arbitrator or a majority of the panel of arbitrators shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof Punitive damages shall not be awarded.

17 Absence of Conflict. The Executive represents and warrants that his employment by the Company as described herein shall not conflict with and will not be constrained by any prior employment or consulting agreement or relationship.

18. Assignment. This Agreement and all rights under this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors and assigns. This Agreement is personal in nature, and neither of the parties to this Agreement shall, without the written consent of the other, assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity; except that the Company may assign this Agreement to any of its affiliates or wholly-owned subsidiaries, provided, that such assignment will not relieve the Company of its obligations hereunder. If the Executive should die while any amounts are still payable to the Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee or, if there be no such designee, to the Executive's estate.

19. Notices. For purposes of this Agreement, notices and other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by United States certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: Thomas Verola do IAMNY, 85 Tenth Avenue, New York, New York 10011, If to the Company: IAMNY, 85 Tenth Avenue, New York, New York 10011. or to such other address or the attention of such other person as the recipient party has previously furnished to the other party in writing in accordance with this paragraph. Such notices or other communications shall be effective upon delivery or, if earlier, three days after they have been mailed as provided above.

20. Integration. This Agreement represents the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.

21 Waiver. Failure or delay on the part of either party hereto to enforce any right, power, or privilege hereunder shall not be deemed to constitute a waiver thereof Additionally, a waiver by either party or a breach of any promise hereof by the other party shall not operate as or be construed to constitute a waiver of any subsequent waiver by such other party.

22. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

23 Headings. The headings of the paragraphs contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this Agreement.

24. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws, and not the choice of law rules, of the State of New York.

25. Counterparts. This Agreement may be executed in one or more counterparts, none of which need contain the signature of more than one party hereto, and each of which shall be deemed to be an original, and all of which together shall constitute a single agreement.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

IAM Group, Ltd.

By:  /s/ JAHN AVARELLO
     --------------------------
     Title: CEO Executive

     /s/ THOMAS VEROLA
     --------------------------

EXHIBIT 10.9

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT. dated as of April 28, 2000 is by and between IAMG Holdings, lnc. (IAMG), a New York Corporation (the "Company") with its principal executive offices located at 85 Tenth Avenue. New York. New York 10011, and Leonard Marshall, residing at 21756 Marigot Drive, Boca Raton. Florida 33428 (the "Executive").

WHEREAS, the Executive together with all other shareholders of Pro Star Inc. of Florida. has transferred to the Company, IAM Group, Ltd., its interest in and to NFL Properties. Inc. ("NFLP") licenses. Pursuant to a Joint Venture Agreement dated June 1999, a copy of which is annexed hereto; and

WHEREAS, IAM Group, Ltd. sold its Assets to Home/Office Express, Inc. (HOMX) pursuant to an Asset Purchase Agreement dated April 1, 2000; and

WHEREAS, Home Office/Express, Inc. changed its name to IAMG Holdings, Inc. (IAMH), effective April 28, 2000; and

WHEREAS, the Company and the Executive have negotiated and are desirous of entering into an Employment Agreement dated of April 28, 2000 (the "Agreement"); and

WHEREAS, the Company and the Executive desire to state the terms of the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing recital and the respective covenants and agreements of the parties as contained in this document, the Company and the Executive agree as follows:

1. Employment and Duties. During the Employment Period (as defined in paragraph 2 below), the Executive will serve as Vice President of Media Productions and Publicity, and Vice President of Public Relations of the Company. with special responsibilities as operations manager for the Company 5 internet service provider business. operated as a wholly owned subsidiary and known as Guardian Internet Solutions. Inc. (www.giol.com). The Executive's duties will be fully set forth in the Company's job description manual to be prepared with the assistance of the Executive and in the Guardian business plan to be completed on or before May 30. 2000. The Executive shall have such other duties and responsibilities as the board of directors of the Company (the "Board of Directors") may from time to time reasonably assign to the Executive, in all cases to be consistent with the Executive's offices and positions The Executive shall perform faithfully the executive duties assigned to him to the best of his ability.

a) The Executive shall fully manage, cooperate, organize and participate with the Company's representatives, partners. joint ventures. or agents in the planning, and preparation and delivery of a business plan for Guardian Internet Solution, Inc.

b) Upon completion of the Guardian business plan, Executive shall have the primary responsibility of acting as the President and Chief Operating Officer for Guardian and shall direct all aspects of the business plan. including but not limited to:

(i) actively obtaining financing to effectuate the goals of the business plan; and

(ii) actively developing the E-commerce aspects of the business plan; and

(iii) actively developing programs to obtain ISP subscribers, advertisers, and E-commerce, B to B and B to C customers.

c) The Executive agrees that the Guardian business plan shall be completed and presented for approval. to the Company's Board of Directors. on or before May 30.2000.

2. Employment Period.

(a) Basic Rule. The employment period will commence on May 1, 2000 (the "Commencement Date") and shall continue thereafter for three (3) years (the "Employment Period"), unless sooner terminated pursuant to the provisions of this Agreement.

(b) Early Termination. The Company may terminate the Executive's employment prior to the end of he Employment Period by giving the Executive 30 days' advance notice in writing. If the Company terminates the Executive's employment prior to the end of the Employment Period for any reason other than Cause, as defined below, or if the Executive terminates his employment for Good Reason, as defined below, the provisions of paragraphs
12(a)(l), 12(b) and 12(c) shall apply. The Executive may terminate his employment prior to the end of the Employment Period by giving the Company 90 days advance written notice. If the Executive terminates his employment prior to the end of the Employment Period other than for Good Reason, the provisions of paragraph 12(a)(ii) shall apply. Upon termination of the Executive's employment with the Company, the Executive's rights under any applicable benefit plans shall be determined under the provisions of those plans. Any waiver of notice shall be valid only if it is made in writing and expressly refers to the applicable notice requirement of this subparagraph 2.

(c) Death. The Executive's employment shall terminate in the event of his death. The Company shall have no obligation to pay or provide any compensation or benefits under this Agreement on account of the Executive's death, or for periods following the Executive's death; provided however that the Company's obligations under paragraphs 12(a)(i), 12(b) and 12(c) shall not be interrupted as a result of the Executive's death, and the Executive's estate or its representative(s) shall be entitled to exercise all the rights of the Executive under such Sections. The Executive's rights (and the rights of his estate) under the benefit plans of the Company in the event of the Executive's death shall be determined under the provisions of those plans.

(d) Cause. The Company may terminate the Executive's employment for cause by giving the Executive 24 hours advance notice in writing. For all purposes under this Agreement, "Cause" shall mean (1) any gross neglect of duty; (2) If Executive is convicted of a felony; (3) if Executive files for any protection under the federal bankruptcy laws or any such proceeding is filed against Executive and is not dismissed within 90 days of such filing), (4) the occurrence or existence of any facts that constitute grounds for termination pursuant to New York State Law; (5) if Executive commits theft, larceny, embezzlement, fraud, any acts of dishonesty, illegality, or moral turpitude; (6) If Executive willfully and materially breaches any provision of this Agreement;
(7) the death of Executive, and/or (8) if Executive becomes materially disabled to such an extent that Executive is precluded from performing the duties set forth in this Agreement of a period of 90 consecutive days or 120 days in the aggregate during any one-year period upon termination of this Agreement. No act, or failure to act, by the Executive shall be considered "willful" unless committed without good faith without a reasonable belief that the act or omission was in the Company's best interest. No compensation or benefits will be paid or provided to the Executive under this Agreement on account of a termination for Cause for periods following the date when such a termination of employment is effective. The Executive's rights under the benefit plans of the Company in the event of a termination for Cause shall be determined under the provisions of those plans.

Alcohol and drug testing. Executive agrees to submit to random alcohol and drug testing, to be paid for by Employer. In the event Executive refuses to submit to such testing, Empl6yer may consider this grounds for termination in accordance with paragraph (d) above.

(e) Disability. The Company may terminate the Executive's employment for Disability by giving the Executive 30 days advance notice in writing. For all purposes under this Agreement, "Disability" shall mean that the Executive, at the time notice is given, has been unable to substantially perform his duties under this Agreement for a period of not less than six (6) consecutive months as the result of his incapacity due to physical or mental illness. In the event that the Executive resumes the performance of substantially all of his duties hereunder before the termination of his employment, under this subparagraph (e), becomes effective, the notice of termination shall automatically be deemed to have been revoked. No compensation or benefits will be paid or provided to the Executive under this Agreement on account of termination for Disability for periods following the date when such a termination of employment is effective; provided, however, that the Company's obligations under paragraphs 12(a)(i), 12(b) and 12(c) shall not be interrupted as a result of the Executive's Disability, and the Executive or his guardian(s) or other representative(s) shall be entitled to exercise all the rights of the Executive under such Sections. The Executive's rights under the benefit plans of the Company in the event of his Disability shall be determined under the provisions of those plans.

(f) Good Reason. Employment with the Company may be regarded as having been constructively terminated by the Company, and the Executive may therefore terminate his employment for Good Reason and thereupon become entitled to the benefits of paragraphs 12(a)(i) and 12(b) below, if, before the end of

the Employment Period, one or more of the following events shall occur: (i) without the Executive's express written consent, the assignment to the Executive of any duties or the reduction of the Executive's duties, either of which results in a significant diminution in the Executive's position or responsibilities with the Company in effect immediately prior to such assignment, or the removal of the Executive from such position and responsibilities; (ii) without the Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Executive immediately prior to such reduction: (iii) a material reduction by the Company in the Base Salary of the Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; (v) the relocation of the Executive to a facility or a location more than 50 miles from the Executive's then present location or from the Company's principal executive offices, without the Executive's express written consent; (vi) any purported termination of the Executive's employment by the Company which is not effected by death, Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; (vii) the failure of the Company ~ obtain the assumption of this Agreement by any successor; or (viii) any material breach by the Company of any material provision of this Agreement.

(g) NFL/Team Licenses. If the Executive's employment is terminated without cause. or if the Executive resigns for good reason. the Executive shall have the immediate right to the use and benefit of the NFL Properties Team/Player License. The Company shall sign all necessary documents to re-convey the NFL Team/Player License to the Executive or his assigns.

3. Place of Employment. The Executive's services shall be performed at the Company's principal executive offices in Vero Beach, Florida, New York City and Providence, Rhode Island. The Company shall reimburse the Executive for expenses incurred by travel to and from Vero Beach, New York City and Providence and by intermittent out of State or out of Country living expenses (including rent or equivalent hotel costs) in connection with the performance of his duties hereunder. The Company intends to open a satellite office in the Miami/ Boca Raton area on or before December 31, 2000, and at such time the Executive will be permitted to work at the Satellite office when feasible.

4.Base Salary. For all services to be rendered by the Executive pursuant to this Agreement. the Company agrees to pay the Executive during the Employment Period a base salary (the "Base Salary") at an annual rate of not less than $150,000. The Base Salary shall be paid in periodic installments in accordance with the Company's regular payroll practices. The Company agrees solely for the purpose of considering possible salary increases to review the Base Salary at least annually as of May of each year (beginning in 2001) and to make such increases as the Board of Directors may approve.

5. Additional Compensation. The Company agrees to transfer twenty-five
(25%) of the authorized shares of Guardian Internet Solutions. Inc. ("GIS") under the following conditions:

a. On or before June 1, 2000 the Company will incorporate GIS in the State of Delaware with 10,000,000 authorized shares of common stock at 001 par value.

b. GIS shall transfer 2,500,000 shares of restricted common stock to the Executive for $2500.00 representing par value of said stock, to be held in escrow by Mark Bernstein, Esq. and released to the Executive on the following conditions:

(i) The Executive shall have obtained a minimum of $1,000,000 from private investors for GIS within 90 days after completion of the GIS business plan. which shall be completed no later than May 30, 2000; or

(ii) The gross sales receipts of GIS exclusive of sales taxes, shall reach $2,500,000 on or before April 30, 2001.

(iii) In the event the Executive fails to meet either of the conditions set forth in b(i) and

(iv) the Executive shall have the right to receive the 2,500,000 restricted shares if:

(i) he agrees to an extension agreement to lock up the restricted shares for an additional one year period to end on April 30, 2002; and

(ii) GIS gross sales from May 1, 2001 to April 30, 2002 reach $10,000,000.

d. If the Executive fails to meet the conditions set forth in
(i) and (ii), the Company shall have the right to purchase the 2,500,000 restricted shares for $2500.00, or the Company may elect to negotiate such other or further conditions in order To permit the Executive to retain ownership of the restricted stock. Until the GIS shares are released from escrow, the Executive shall not sell, assign or convey any interest therein without written acknowledge by the assignee that the sale. assignment or conveyance is subject to this Executive Employment Agreement, with a copy of said acknowledgment delivered to the Company.

6. Bonus. For all services rendered by the Executive pursuant to this Agreement during the period ("Initial Bonus Period") beginning on May 1, 2000 and ending on April 31, 2001 the Executive shall be paid a bonus (the "Initial Bonus"). The Initial Bonus is payable within ninety (90) days after the expiration of the Initial Bonus Period at a rate equal to the product of (a) .01% and (b) the amount of Sales over $2,500,000 by Guardian Internet Solutions. Inc., including income from subscriber fees for internet service provider ("ISP") business, and fees and commissions earned from e-commerce sales of the Company's products during the Initial Bonus Period. For all services to be rendered by the Executive pursuant to this Agreement during the period ("Second Bonus Period") beginning on May 1, 2001 and ending on April 31, 2002, the Company agrees to pay at a rate equal to the product of (a) .01% and (b) the amount of sales over 10,000,000 by Guardian Internet Solutions, Inc., including income from subscriber fees for internet service provider ("ISP") business, and fees and commissions earned from e-commerce sales of the Company's products during the Second Bonus period. Any bonus payable hereunder by reference to the financial sales of Guardian (such as the Initial Bonus) shall be verified in accordance with the Company's normal practices and policies and shall be conclusively determined on the basis of audited financial statements. No adjustments in the amount of any such Bonus previously paid shall be made in any circumstance whatever except as a result of such audit revealing arithmetic errors in amounts paid. Such amounts shall be paid by the Executive or the Company, as the case may be, within 30 days after such statements have been finally delivered to the Board of Directors or as otherwise agreed by the Board of Directors and the Executive.

7.Stock Options. The Executive shall be entitled to participate in any stock option grant programs established by the Company for the benefit of its key employees. The terms of any individual grant shall be

determined pursuant to a stock option agreement or restricted stock purchase agreement between the Company and the Executive entered into at the time of grant, subject to the provisions of Section 12(c) hereof.

8. Expenses. The Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel (including travel and living expenses pursuant to Section 3 hereof), entertainment, and other expenses incurred by the Executive during the Employment Period (in accordance with the policies and procedures established by the Company for its senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that the Executive shall properly account for such expenses in accordance with Company policies and procedures. The parties agree that for purposes of this paragraph, the Executive's air travel shall be coach class domestically and business class internationally.

9. Other Benefits. During the Employment Period, the Executive shall be entitled to participate in employee benefit plans or programs of the Company, if any, to the extent that his position, tenure, salary, age, health and other qualifications make him eligible to participate, subject to the rules and regulations applicable thereto.

10. Vacations and Holidays. The Executive shall be entitled to Two (2) weeks paid vacation and Company holidays in accordance with the Company's policies in effect from time to time for its senior executive officers.

11. Other Activities. The Executive shall devote substantially all of his working time and efforts during the Company's normal business hours to the business and affairs of the Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement, except for vacations, holidays and

sickness. However the Executive may devote a reasonable amount of his time to
civic. community, or charitable activities and, with the prior written approval of the Board of Directors. to serve as a director of other corporations and of other types of business or public activities not expressly mentioned in this paragraph. (a) The Executive shall not engage in any business activities which directly conflicts with the business of the Company or Guardian. The Executive shall attach a letter to this Agreement describing the businesses he is currently involved in, and the capacity in which he is involved in said businesses.

12. Termination Benefits. In the event the Executive's employment terminates prior to the end of the Employment Period, then the Executive shall be entitled to receive severance and other benefits as follows:

(a) Severance.

(i) Involuntary Termination. If the Company terminates the Executive's employment other than for Cause, or if the Executive terminates his employment for Good Reason, or if the Executive's employment terminates by reason of his death or Disability then, in lieu of any severance benefits to which the Executive may otherwise be entitled under any Company severance plan or program, the Executive shall be entitled to payment of his Base Salary until the end of the Employment Period or, if earlier, until a breach by the Executive of his obligations under paragraph 12 hereof.

(ii) Other Termination. In the event the Executive's employment terminates for any reason other than as described in paragraph 12(a)(i) above, including by reason of the Executive's resignation other than for Good

Reason and the Company's termination of the Executive for Cause, then the Executive shall be entitled to receive severance and any other benefits only as may then be established under the Company's existing severance and benefit plans and policies at the time of such Termination.

(b) Bonuses.

In the event the Executive's employment is terminated as described in paragraph 12(a)(i) above, then the Executive shall be entitled to receive continuing bonuses as described in paragraph 6 as though he had remained an employee through the end of the Employment Period. In the event the Executive's employment terminates for any other reason during the Employment Period (other than for Cause), then the Executive shall be entitled to payment of a portion of subsequent bonuses determined, after the end of the fiscal year of the Company in which such termination occurs, by multiplying the amount of the most recent bonus established by the Board of Directors of the Company for Executive prior to such termination (if in cash, calculated according to the applicable formula approved by the Board, and if in equity, calculated by valuing the equity granted to Executive upon such date of termination) by a fraction, the numerator of which will be the number of days in which he was employed by the Company (or any of its subsidiaries) in such fiscal year, and the denominator of which shall be the number of days in such fiscal year. To the extent all or any portion of the Bonus is payable to the Executive pursuant to the preceding sentence, such amount shall be paid in accordance with paragraph
6. In the event the Executive's employment is terminated by the Company for Cause, then the Executive shall not be entitled to receive any bonuses hereunder with respect to any period subsequent to such termination, but shall receive any unpaid bonus with respect the period prior to such termination and shall not in any event have any obligation to refund or reimburse any bonus paid or granted to him prior to such termination.

(c) Options and Restricted Stock. Notwithstanding anything to the contrary contained in any Option Agreement or Restricted Stock Purchase Agreement that the Executive may sign. upon any voluntary or involuntary termination of Executive's employment with the Company, excepting termination by the Company for Cause: (i) all unvested or unexerciseable options to purchase shares of the capital stock of the Company then held by the Executive shall immediately and without further action on the part of the Executive or the Company become fully vested in the Executive, who may exercise them at any time or from time to time during the three months following the date of such termination: and (ii) repurchase rights with respect to any shares of the capital stock of the Company then held by the Executive shall immediately and without further action on the part of the Executive or the Company expire on the date of such termination.

13. Communications to Company. From the Effective Date of the Agreement and during the entire term of this Agreement, the Executive shall communicate and channel to the Company all knowledge, business, and customer contacts and any other matters of information that could concern or be in any way beneficial to the company's businesses, whether acquired by the Executive before or during the term of this Agreement. Any such information communicated to the Company as stated above shall be and remain the property of the Company. In the event the Executive receives material communication relating to the Company or its subsidiaries or affiliates, copies shall be delivered via facsimile within 24 hours, with a copy also mailed to the Company's main offices in New York City.

14 Proprietary Information. During the Employment Period and thereafter, the Executive shall not, without the prior written consent of the Board of Directors, disclose or use for any purpose (except in the course of his employment under this Agreement and in furtherance of the business of the Company or any of its affiliates or subsidiaries) any confidential information or proprietary data of the Company, or any of its affiliates or subsidiaries. As an express condition of the Executive's employment with the Company, the Executive agrees to execute reasonable confidentiality agreements as requested by the Company.

(a) As a condition of employment the Executive agrees to convey to the Company all right. title. and interest in and to Pro Star Inc., of Florida, Pro Star Athletic of New York. Inc., Team Apparel Group Inc. of Florida, Team Sports Gear Inc., and any other entity or corporation holding NFL licenses in which the Executive has a proprietary interest subject to the provisions of paragraph 2(g) above; and

(i) that any applications for renewals of NFL licenses shall be made by the Company.

(ii) that all patents, right, title and interest in and to trademarks or copyrights obtained, pending or contemplated for Pro Star Athletic, Pro Star, Big Time Player, Star Player, including but not limited to logos shall be assigned and conveyed to the Company.

(iii) If required the Executive will sign all documents required to consummate the closing of the Joint Venture Agreement dated June 2,1999 including but limited to conveying all right, title, and interest to Pro Star Athletic, Inc. to the Company.

(iv) The Executive and the Company acknowledge that the Joint Venture Agreement has been fully and completed performed by the parties. and except for the termination provisions therein, which the parties agree are null and void, said Joint Venture Agreement in all other respects is valid and in full force.

15. Non Competition After Termination. If Executive is terminated for cause, or if Executive voluntarily resigns without cause or good reason, the Executive agrees not to engage in any business activities similar to the business described in the Guardian business plan or to the business conducted by the Company relating to non NFL licenses to manufacture and sell sportswear memorabilia and accessories, held by the Company at the time of termination. for a period of three (3) years. If the Executive is terminated for cause, or if he voluntarily resigns without cause or good reason, the Executive agrees not to engage in or solicit licenses from the NFL, its affiliates or subsidiaries, for the manufacture and sale of football apparel and accessories, for a period of two years from the date of termination.

16. Non-Solicit. The Executive covenants and agrees with the Company that during his employment with the Company and for a period expiring one (1) year after the date of termination of such employment, he will not solicit any of the Company's then-current employees to terminate their employment with the Company or to become employed by any firm, company or other business enterprise with which the Executive may then be connected.

17. Right to Advice of Counsel. The Executive acknowledges that he has had the right to consult with counsel and is fully aware of his rights and 9bligations under this Agreement.

18. Successors. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to

the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption agreement prior to the effectiveness of any such succession shall entitle the Executive to the benefits described in paragraphs 12(a)(i), 12(b) and 12(c) of this Agreement, subject to the terms and conditions therein.

19. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New York City, in accordance with the rules of the American Arbitration Association then in effect by an arbitrator selected by both parties within 10 days after either party has notified the other in writing that it desires a dispute between them to be settled by arbitration. In the event the parties cannot agree on such arbitrator within such 10-day period, each party shall select an arbitrator and inform the other party in writing of such arbitrator's name and address within 5 days after the end of such 10-day period and the two arbitrators so selected shall select a third arbitrator within 15 days thereafter; provided, however, that in the event of a failure by either party to select an arbitrator and notify the other party of such selection within the time period provided above, the arbitrator selected by the other party shall be the sole arbitrator of the dispute. Each party shall pay its own expenses associated with such arbitration, including the expense of any arbitrator selected by such party and the Company will pay the expenses of the jointly selected arbitrator. The decision of the arbitrator or a majority of the panel of arbitrators shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof. Punitive damages shall not be awarded.

20. Absence of Conflict. The Executive represents and warrants that his employment by the Company as described herein shall not conflict with and will not be constrained by any prior employment or consulting agreement or relationship.

21. Assignment. This Agreement and all rights under this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributes, devisees, legatees, successors and assigns. This Agreement is personal in nature, and neither of the parties to this Agreement shall, without the written consent of the other, assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity; except that the Company may assign this Agreement to any of its affiliates or wholly-owned subsidiaries, provided, that such assignment will not relieve the Company of its obligations hereunder. If the Executive should die while any amounts are still payable to the Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee or, if there be no such designee, to the Executive's estate.

22. Notices. For purposes of this Agreement, notices and other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by United States certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: Leonard Marshall, 21756 Marigot Drive, Boca Raton, Florida 33428, If to the Company:
IAMG Holdings, Inc., 85 Tenth Avenue, New York, New York 10011, or to such other address or the attention of such other person as the recipient party has previously furnished to the other party in writing in accordance with this paragraph. Such notices or other communications shall be effective upon delivery or, if earlier, three days after they have been mailed as provided above.

23. Integration. This Agreement represents the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.

24 Waiver. Failure or delay on the part of either party hereto to enforce any right, power, or privilege hereunder shall not be deemed to constitute a waiver thereof. Additionally, a waiver by either party or a breach of any promise hereof by the other party shall not operate as or be construed to constitute a waiver of any subsequent waiver by such other party.

25. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

26. Headings. The headings of the paragraphs contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this Agreement.

27 Applicable Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws, and not the choice of law rules, of the State of New York.

28. Counterparts. This Agreement may be executed in one or more counterparts, none of which need contain the signature of more than one party hereto, and each of which shall be deemed to be an original, and all of which together shall constitute a single agreement.

29. Board of Directors. The Executive acknowledges he has been a member of the Board of Directors of IAM Group, Ltd. and also acknowledges that he has accepted a position as member of the Board of Directors of IAMH (formerly HOMX).

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

IAMG Holdings, Inc.

/s/ JAHN AVARELLO
-------------------------------
By:    Jahn Avarello
Title: President

Executive

/s/ LEONARD MARSHALL
-------------------------------
By: /s/ Leonard Marshall

EXHIBIT 10.10

AGREEMENT made this 1st day of June, 2000, by and between William Forte, residing at 20 Windwood Drive, Nesconset, New York 11767 and Robert Lipori, residing at 39 Winfield Davis Drive, Coram, New York 11727 (collectively referred to as "Creditors" or "Shareholders") and IAMG Holdings, Inc., a Delaware corporation with its offices located at 1400 Broadway, Suite 1907, New York, New York 10018 (the "Company").

WHEREAS, the Company is indebted to the creditors in the amount of $350,000.00 and desires to satisfy said obligation; and

WHEREAS, the Creditors are willing to accept restricted shares of the Company's common stock, $.001 par value, in frill satisfaction of the indebtedness;

NOW, in consideration of the mutual promises exchanged herein, the parties agree as follows:

1. The parties acknowledge and agree that the Company is indebted to the Creditors in the amount of $350,000.00

2. The Creditors agree to accept 1,050,000 restricted shares of the Company's common stock, $.001 par value, in frill satisfaction of the $350,000.00 owed by the Company.

3. The restricted shares of the Company's common stock shall bear the following restrictions:

The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless a compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Securities Act of 1933.

4. Notwithstanding the restriction stated in par. 3 above, in the event the Company issues a Private Placement offering ("PPO") to qualified investors, and the net proceeds received by the Company exceeds $500,000.00 the Shareholders shall have the right to demand that the restricted shares be registered under the Securities Act of 1933, 50 as to eliminate all restrictions on the sale of the securities.

5. Upon receipt from the shareholders of demand to register, the Company at its own cost and expense, shall register the securities, or, the Company may have the option of paying for the Shareholder's restricted common stock at the closing average market price of the common stock for the five day period preceding the date of notice, but in no event shall the price to be paid be less than $3.00 per share.

6. Upon receipt of a signed copy of this Agreement, together with the original certificate of indebtedness, the Company shall direct its stock transfer agent to issue restricted shares of the Company's common stock in an amount as stated in par. 2 above.

This Agreement may not be changed or terminated orally, but only by an agreement, in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

All notices, requests or other communications required hereunder shall be in writing and shall be deemed to have been duly given or made if delivered personally or by courier service which obtains a signed receipt upon delivery, or if mailed by United States certified mail, postage prepaid, return receipt requested, to the parties at the respective addresses

first above written, or at such other addresses as shall be specified in writing by either of the parties to the other in accordance with the terms and conditions of this Section. Notices shall be deemed effective, if delivered personally or by courier service, on the date delivered or, if mailed in accordance herewith, then three (3) days after the date of such mailing.

Lenders may, upon written notice thereof to the Borrower, assign this Agreement and/or the right to receive the payments evidenced hereby to any other person or entity, which assignments may be made on such terms and conditions as Lenders shall consider appropriate, in its sole and absolute discretion. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives.

No failure by Lenders or any subsequent holder hereof to insist upon exact compliance with the terms of this Agreement shall be deemed or construed as a waiver by such party of the right to require exact compliance with each and every duty and obligation herein contained in the future.

THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PRINCIPLES RELATING TO CONFLICT OF LAWS. THE PARTIES HERETO CONSENT THAT ANY LEGAL OR EQUITY PROCEEDING BROUGHT IN CONNECTION WITH OR ARISING OUT OF ANY MATTER RELATING TO THIS AGREEMENT SHALL BE INSTITUTED ONLY IN A FEDERAL OR STATE COURT OF COMPETENT JURISDICTION WITHIN THE STATE OF NEW YORK, COUNTY OF SUFFOLK. THE BORROWER HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE JURISDICTION, IN ANY SUCH MATTER, OF THE COURTS OF THE STATE OF NEW YORK AND WAIVES ANY OBJECTION IT OR THEY MAY HAVE TO EITHER THE JURISDICTION OR VENUE OF SUCH COURTS.

IAMG Holdings, Inc.

By: /s/ JAHN AVARELLO
    ---------------------------
    Jahn Avarello, President


By: /s/ WILLIAM FORTE
    ---------------------------
    William Forte, individually


By: /s/ ROBERT LIPORI
    ---------------------------
    Robert Lipori, individually

EXHIBIT 10.11

AGREEMENT made this 1st day of June, 2000 by and between Jahn Avarello, residing at 18 Mariner Circle, West Islip, New York 11795, (the "Creditor" or "Shareholder") and IAMG Holdings, Inc., a Delaware corporation wit its offices located at 1400 Broadway, Suite 1907, New York, New York 10018 (the "Company").

WHEREAS, the Company is indebted to the creditor in the amount of $1,800,000 and desires to satisfy part of said obligation; and

WHEREAS, the Creditor is willing to accept restricted shares of the Company's common stock, $.00 1 par value, in partial satisfaction of the indebtedness;

NOW, in consideration of the mutual promises exchanged herein, the parties agree as follows:

1. The parties acknowledge and agree that the Company is indebted to the Creditor in the amount of $1,800,000.

2. The Creditor agrees to accept 3,900,000 restricted shares of the Company's common stock, $.001 par value, in satisfaction of the $1,300,000. of the $1,800,000 debt owed by the Company.

3. The restricted shares of the Company's common stock shall bear the following restrictions:

The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless a compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Securities Act of 1933.

4. Notwithstanding the restriction stated in par. 3 above, in the event the Company issues a Private Placement offering ("PPO") to qualified investors, and the net proceeds received by the Company exceeds $5,000,000 the Shareholders shall have the right to demand that the restricted shares be registered under the Securities Act of 1933, so as to eliminate all restrictions on the sale of the securities.

5. Upon receipt from the shareholders of demand to register, the Company at its own cost and expense, shall register the securities, or, the Company may have the option of paying for the Shareholder's restricted common stock at the closing average market price of the common stock for the five day period preceding the date of notice, but in no event shall the price to be paid be less than $3.00 per share.

6. Upon receipt of a signed copy of this Agreement, together with the original certificate of indebtedness, the Company shall direct its stock transfer agent to issue restricted shares of the Company's common stock in an amount as stated in par. 2 above.

This Agreement may not be changed or terminated orally, but only by an agreement, in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

All notices, requests or other communications required hereunder shall be in writing and shall be deemed to have been duly given or made if delivered personally or by courier service which obtains a signed receipt upon delivery, or if mailed by United States certified mail, postage prepaid, return receipt requested, to the parties at the respective addresses first above written, or at such other addresses as shall be specified in writing by either of the parties to the other in accordance with the terms and conditions of this Section. Notices shall be deemed effective, if delivered personally or by courier service, on the date delivered or, if mailed in accordance herewith, then three (3) days after the date of such mailing.

Lenders may, upon written notice thereof to the Borrower, assign this Agreement and/or the right to receive the payments evidenced hereby to any other person or entity, which assignments may be made on such terms and conditions as Lenders shall consider appropriate, in its sole and absolute discretion. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives.

No failure by Lenders or any subsequent holder hereof to insist upon exact compliance with the terms of this Agreement shall be deemed or construed as a waiver by such party of the right to require exact compliance with each and every duty and obligation herein contained in the future.

THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PRINCIPLES RELATING TO CONFLICT OF LAWS. THE PARTIES HERETO CONSENT THAT ANY LEGAL OR EQUITY PROCEEDING BROUGHT IN CONNECTION WITH OR ARISING OUT OF ANY MATTER RELATING TO THIS AGREEMENT SHALL BE INSTITUTED ONLY IN A FEDERAL OR STATE COURT OF COMPETENT JURISDICTION WITHIN THE STATE OF NEW YORK, COUNTY OF SUFFOLK. THE BORROWER HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE JURISDICTION, IN ANY SUCH MATTER, OF THE COURTS OF THE STATE OF NEW YORK AND WAIVES ANY OBJECTION IT OR THEY MAY HAVE TO EITHER THE JURISDICTION OR VENUE OF SUCH COURTS.

IAMG Holdings, Inc.

BY: /s/JAHN AVARELLO
    --------------------------
    ITS: PRESIDENT


    /s/ JAHN AVARELLO
    --------------------------
    INDIVIDUALLY

EXHIBIT 10.12

Friday, July 14.2000

Mr. Jahn Avarello
CEO
IAMG Holdings Inc.
1400 Broadway Suite 1907
New York, NY 10018

Dear Mr. Avarello:

This letter sets forth the terms arid conditions upon which International Technologies 3 Finance, L.L.C. (ITF) agrees to act as an exclusive advisor to IAMG Holdings Inc('Client").

1. APPOINTMENTS AND DUTIES. Client hereby appoints ITF as its advisor curing the term of this agreement (the "Agreement"). and ITF accepts such engagement. ITF will provide the Client with the advisory services described below and assist Client in obtaining an amount to be determined or any other amount deemed necessary ("Financing on an exclusive basis.

ITF agrees to perform the following services for Client during the term of the Agreement:

a) Advise the Client with respect to the form and structure of any proposed Financing.

b) Identity and initiate contact with prospective financing sources.

c) Assist the Client in defining plans for structuring the participation of strategic partners in the development and expansion of Clients business.

d) Assist the Client with its presentation to appropriate sources of financing: it being understood, that assistance with any preparation of Business Plans deemed necessary by ITF and Client shall be performed pursuant to and under a separate engagement.

e) Assist Client in closing a potential Financing. Client understands and acknowledges that ITF is not a registered broker dealer. and accordingly that ft will not act as a placement agent or underwriter for the sale, or otherwise effect or solicit the purchase, of Client's securities in connection with a proposed Financing.

2. COMPENSATION.

a) In consideration for its services hereunder, Orient agrees to pay ITF during the term of this Agreement a consulting tee of $8000 per month (the "Monthly Fee"). The initial payment of the Monthly Fee shall be due and payable contemporaneously with the execution and delivery to ITF of this Letter of Authorization, with each subsequent Monthly Payment due and payable on the ante of each calendar month thereafter corresponding to the date of the initial payment. Client's obligation to pay the Monthly Fee is not subject to the presentation of invoices from ITF.

b) Client agrees to reimburse ITF for all receipted out-of-pocket expenses incurred in connection with this Agreement on a monthly basis, not including but not limited to printing, mailing, reproduction. travel and lodging expenses; provided, however, that ITF shall not incur any expense in excess of $150 without the prior written approval of Client, which expense shall be paid in advance by Client.

c) If the proposed financing is a Private Placement, the Company agrees to pay ITF an amount equal to 6% on equity and/or 4% on debt of the gross proceeds of the Financing (a "Transaction Fee") consummated by the Client during the term of this Agreement. which payment shall be due and payable contemporaneously upon the closing of the Financing. In addition, the Client will grant ITF an option to purchase Units (i.e., Stock in the Client) in an amount equal to 10% of the number of total number of units sold (i.e. fully diluted, including all equity. warrants, or common equivalent shares) in the Private Placement. This Option will become executable anytime during a period of 5 years beginning on the date which is exactly 6 months after the Client receives the funding as described above from the underwriter of record. The purchase price of these Shares shall be equal to the price paid by the equity investors.

d) Once the funding contemplated by this agreement has been secured, i.e. one month subsequent to funding the client agrees to engage ITF as its strategic advisor for a period not less than one-year at a rate of $8000.00 per month.

e) The fees set forth above shall be in addition to any other fees that the dent may be required to pay directly to any financing source to secure its financial commitment. This agreement does not constitute a commitment or undertaking on ITF's part to provide any part of the financing and does not ensure the successful arrangement or completion of the financing or any portion thereof.

f) It is understood that the Client is in no way obligated to accept any transaction, however If Client voids its initial acceptance of a letter of Intent issued by an underwriter, funder, investment bank, equity fund, bank, etc. introduced to Client by ITF, then ITF will receive Transaction Fee otherwise payable to TE pursuant to this Agreement.

This compensation will be due and payable only in the event that Client fails to proceed with the aforementioned acceptance, but in no way will Client be obligated to proceed nor will compensation be due if the offer has been materially changed subsequent to Client's acceptance, and thus becomes unacceptable to Client.

9) The Client agrees to pay for any and all costs, fees, and expenses incurred by ITF in collecting the compensation under this Letter of Agreement, including but not limited to legal fees, collection fees, filing fees, etc

h) Client hereby acknowledges the exclusive nature of this Letter of Agreement, except as set forth in this paragraph and Client agrees that if Client accepts funds or investments from any party not introduced by ITF, then ITF will recE.9've the Transaction Fee otherwise payable to ITF pursuant to this Agreement had said funds or investments been delivered though an ITF introduction. ITF acknowledges that the Client is in the process of preparing a Private Placement Offering ("PRO") which seeks to obtain a minimum of S21000,O00 and maximum of $15,000,000 from qualified investors. Client may elect to offer the PRC to qualified investors no earlier than 30 days from the date of this Letter of Agreement and ITF will receive the transaction fees as set forth in 2 (a) above.

ITF hereby agrees to facilitate the funding of Client, and ITF will, if required by capital ~ We investor), agree to convent some portion of the cash component of its Transaction fees to equity at a rate agreed to by both ITF and Client.

i) in the event that Client has engaged ITF for the development of its business strategy prior to introduction to strategic economic partners, then the term of this agreement shall be extended by a maximum period of 30 (thirty) days from the date on which both Client and ITF agree that Client is now appropriately prepared for introduction to relevant strategic and capital partners. All other components of termination shall be as articulated in paragraph 3 of this letter of agreement.

3. TERM AND TERMINATION,

a) This Agreement shall have an initial term of four months, commencing upon the execution and delivery by the Client to ITF of this Letter of Agreement, which term shall be renewed automatically for successive one month periods unless terminated by written notice to the other party not less than 30 days prior to the end of the initial term or any renewal term. In addition, ITF may terminate this Agreement at any time upon written notice to Client if Client fails to pay to ITF the Monthly Fee or Transaction Fee within five days of the due date for the payment thereof

Notwithstanding such termination Client shall remain liable to ITF for the payment of all amounts payable under this Agreement as of the date of termination.

b) Subsequent to '3uccessful financing, the strategic advisory Services i.e. paragraph 2d shall renew automatically for an additional one-year period if not cancelled in writing at 'east sixty days prior to the on-year anniversary of execution of this Letter of Agreement. (See notices.)

c) Upon the termination of this Agreement, Client shall cease all communication with all parties, underwriters, funders, investment banks, equity funds, banks, etc. introduced to the Client by ITF If Client consummates a Financing with any of the parties introduced to Client by ITF after termination of this Agreement by either party, Client shall pay ITF, as liquidated damages and not as a penalty, the Transaction Fee otherwise payable to ITF pursuant to this Agreement, except that if the Agreement is terminated by IF for cause, or by the client without any Cause Client shall pay en amount equal to 200% of the Transaction Fee.

4. INFORMATION.

a) Client agrees that it will cooperate with IIF and furnish ITF all reasonable, mutually agreed upon information and data concerning the Client and the proposed Financing (collectively, the "Information"), and will provide ITF and the Approved Parties with access to the Client's officers directors, employees, accountants and counsel, as well as its books, records, and facilities, as part of their due diligence of the Client, ail at Clients expense, subject to the limitations expressed in paragraph 2(b) of this Agreement. If such interviews and due diligence demonstrate substantive and/or material discrepancies from that which was represented by the Client, then ITF shall have the right to terminate this agreement and be held harmless from any claims of the Client for such termination.

b) The Client represents and warrants to ITF that all Information made available to ITF or the Approved Parties or contained in any materials prepared by the Client with respect to a proposed Financing, will, at all times during tine term of this Agreement, be true, accurate and completed in all material respects and will fairly represent the Information presented. The Client further represents that any projections provided to ITF or contained in any materials prepared by the Client with respect to a proposed Financing: will be prepared in good faith and will be based upon assumptions which, in light of the circumstances under which they are made, are, in Client determination, reasonable.

c) The Client acknowledges and agrees that in rendering its services hereunder, ITF will be using and relying on the Information (and information available from public sources and other sources which it deems to be reliable) without independent verification thereof and without independent appraisal of any of the Client's assets. IIF does not assume responsibility for the accuracy or completeness of the Information.

5. CONFIDENTIALITY. Except to the extent necessary to perform its obligations hereunder or to comply with any applicable law, regulation, or rule, neither panty shall disclose OR divulge to any third party, other than its directors, officers, shareholders, auditors, or legal advisors, either before or after the termination of this Agreement this Agreement or any document or information exchanged between the parties during the term of this Agreement, without the prior written consent of the other party which consent shall not be unreasonably withheld.

6. NON-CIRCUMVENTION.

a) The Client will not, directly or indirectly through or with others, In any manner attempt to or knowingly contact, deal with or employ the identities of any person directly or indirectly introduced to the Client by IIF, except as provided in this Agreement, without the prior written consent of ITF. These restrictions will not apply if the Client can establish through written evidence that it was actively pursuing or does business with the person introduced by ITF prior to the introduction.

b) Unless otherwise agreed to in writing, ITF will be entitled to full compensation from the Client (as provided in section 2) if the Client or any of its affiliates consummates any transaction or derives any economic benefit as a direct or indirect result of any introduction or disclosure made under this Agreement. This provision will be effective during the term of this Agreement and for an additions; period of twenty4our (24) months thereafter, and will apply to any transaction or series of transactions initiated during such period even if payment is received thereafter.

7. INDEMNIFICATION. The Client will enter into the Indemnification Agreement which is annexed hereto as Exhibit A concurrently with the execution and delivery of this Agreement.

8. NOTICES. Al1 notices, requests, demands and other communications which are required or permitted under this Agreement shall be in writing and shall be deemed sufficiently given upon receipt if personally delivered or mailed by certified mail, return receipt requested, addressed to the party to be notified at the address set forth above for such panty or to such other address as such party may hereafter designate in writing to he other party in accordance with the provisions of this paragraph.

9. APPLICABLE LAW. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles.

10. SEVERABILITY. If any provision of this Agreement shall to any extent be held or determined to be invalid or unenforceable, the validity1 legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired, and this Agreement shall be construed so as to effectuate as nearly as possible the intent of said provision and the intent of the parties.

11. SURVIVAL. The representations, warranties, covenants and indemnities contained in this Agreement (including the indemnification provisions set forth in Exhibit A) shall survive the termination of this Agreement for a period of two years after such termination.

12. BINDING EFFECT: BENEFITS. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, Successors and permitted assigns, and no other person shall acquire or have any other rights under this Agreement or by virtue of this Agreement.

13. ASSIGNMENT Neither this Agreement nor any right. remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by ITF or Client without the prior written consent of the other.

14. WAIVER. Any waiver by any party of a breach or the provisions of this Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any othi3r term of this Agreement.

15. ENTIRE AGREEMENT MODIFICATION. This Agreement (including the exhibits hereto; constitutes the entire understanding between the panties with respect to its subject matter. It supersedes and cancels all prior agreements and understandings among the parties relating to its subject matter. This Agreement may not be amended or supplemented, except by subsequent written agreement of the parties which specifically states that :it is intended to be an amendment or supplement to this Agreement, signed by the parties hereto. No course of dealing or custom shall be referred to as modifying any of the terms and conditions of this Agreement.

16. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be enforceable against tie parties actually executing such counterparts, and all of which together shall constitute one instrument.

PLEASE CONFIRM THAT THE FOREGOING IS IN ACCORDANCE WITH YOUR UNDERSTANDING BY SIGNING AND RETURNING TO ITF THE EXECUTED DUPLICATE COPY OF THIS AGREEMENT. WE ARE ENTHUSIASTIC ABOUT THE PROSPECT OF WORKING WITH YOU ON THIS AND LOOK FORWARD TO THE BEGINNING OF A LONG AND FRUITFUL RELATIONSHIP.

Further, it is agreed that an executed facsimile or copy of this document is a legal and binding contract with the same force as the original.

This Letter of Agreement will terminate and be void seven (7) business days from the dare above unless executed by Client.

INTERNATIONAL TECHNOLOGIES & FINANCE, LLC            IAMG HOLDINGS INC.

BY: /s/ BARNETT SUSKIND                              BY: /s/ JAHN AVARELLO
    -------------------------                            ----------------------
    Chairman and CEO                                     CEO

INDEMNIFICATION

EXHIBIT A

The Client agrees to indemnify ITF, its employees, directors, officers, agents, affiliates, and each person, it any, who controls it within the moaning of either Section 20 of the Securities Exchange Act of 1934 or
Section 15 of the Securities Act or 1933 (each Such person, including ITF, is referred to as an "indemnified Party") from and against any losses, claims, damages and liabilities, joint or several (including. all legal to other expenses reasonably incurred by an Indemnified Party in connection with the preparation for or defense of any threatened or pending claim, action or proceeding, whether or not resulting in any liability) ~("Damages"), to which such Indemnified Party in connection with its services or arising out of its engagement hereunder, may become subject under any applicable Federal or state law or otherwise, including but not limited ;o, liability (i) caused by or arising out of an untrue statement or an alleged untrue statement of a material fact or the omission or the alleged omission to states a material fact necessary in order to make the statement not misleading in light of the circumstances under which it was made, (ii) caused by or arising out of any act. or (III) arising out of ITF's engagement or the rendering by any Indemnified Party of its services under this Agreement; provided, however, that the Client will not be liable to the Indemnified Party hereunder to the extent that any damages are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence. bad faith or willful misconduct of tine Indemnified Party seeking indemnification hereunder.

These indemnification provisions shall be in addition to any other liability which the Client may otherwise have to any Indemnified Party.

If for any reason other than a final non-appealable judgment finding any Indemnified Party liable for Damages for its gross negligence, bad faith or willful misconduct he foregoing indemnity is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless, the Client shall contribute to the amount paid or payable by an Indemnified Party as a result of such Damages in such proportion as is appropriate to reflect not only the relative benefits received by the Client and its shareholders on the one hand and ITF on the other, but also the relative fault of the Client and the Indemnified Party as well as any relevant equitable considerations, subject to the limitation that in the event shall the total contribution of all indemnified Parties to all such Damages exceed the amount of fees actually received by ITF hereunder.

Promptly after receipt by the Indemnified Party of notice of any claim or of the commencement of any action In respect of which indemnity may be sought, the Indemnified Party will promptly notify the Client in writing of the receipt or commencement thereof, however the Client shall not have the right to assume the defense of such claim or action (including the employment of counsel). The Indemnified Party shall have the right to retain counsel reasonably satisfactory to the Client, at the Client's expense, to represent the Indemnified Parry in any claim or action in respect of which indemnity may be sought and agrees to cooperate with the Client and the Client's counsel in the

defense of such claim or action. The omission by an Indemnified Party to promptly notify the Client of the receipt or commencement of any claim or action in respect of which indemnity may be sought will relieve the Client from any liability the Client may have to such indemnified Party only to the extent that such a delay in notification materially prejudices the Client's ability to defend such claim or action. The Client shall not be liable for any settlement of any such claim or action effected without 3ts written consent. which shall not be unreasonably withheld or delayed. Any obligation pursuant or this Appendix shall survive the termination to expiration of this Agreement.

INTERNATIONAL TECHNOLOGIES & FINANCE, L.L.C

Chairman & CEO
Date:

EXHIBIT 10.13

IAMG HOLDINGS, INC. ("IAMG") 2000 NONSTATUTORY STOCK OPTION PLAN

1. PURPOSES OF THE PLAN. The purposes of this Nonstatutory Stock Option Plan are: (a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provide additional incentive to Employees and Consultants, and (c) to promote the success of the Company's business. Options granted under the Plan will be Nonstatutory Stock Options.

2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "ADMINISTRATOR" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan.
(b) "APPLICABLE LAWS" means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Options are, or will be, granted under the Plan. (c) "BOARD" means the Board of Directors of the Company. (d) "CODE" means the Internal Revenue Code of 1986, as amended. (e) "COMMITTEE" means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan. (f) "COMMON STOCK" means the common stock of the Company. (g) "COMPANY" means Informix Corporation, a Delaware corporation. (h) "CONSULTANT" means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity. (i) "DIRECTOR" means a member of the Board. (j) "DISABILITY" means total and permanent disability as defined in Section 22(e)(3) of the Code. (k) "EMPLOYEE" means any director, or any person employed by the Company or any Parent or Subsidiary of the Company, including Officers. An Employee shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor.
(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. (m) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock determined as follows: (i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market

Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the market trading day on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; (iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator. (n) "NOTICE OF GRANT" means a written or electronic notice evidencing certain terms and conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement. (o) "OFFICER" means any Employee who is (i) an officer of the Company pursuant to the specifications set forth in the bylaws of the Company,
(ii) holds a position of vice-president or above, or (iii) is otherwise treated as an officer by the Company. (p) "OPTION" means a nonstatutory stock option granted pursuant to the Plan, that is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. (q) "OPTION AGREEMENT" means an agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. (r) "OPTION EXCHANGE PROGRAM" means a program whereby outstanding options are surrendered in exchange for options with a lower exercise price. (s) "OPTIONED STOCK" means the Common Stock subject to an Option. (t) "OPTIONEE" means the holder of an outstanding Option granted under the Plan. (u) "PARENT" means a "parent corporation," whether now or hereafter existing, as defined in
Section 424(e) of the Code. (v) "PLAN" means this 1998 Nonstatutory Stock Option Plan. (w) "SHARE" means a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan. (x) "SUBSIDIARY" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 12 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is ten million (10,000,000) Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.

4. ADMINISTRATION OF THE PLAN. (a) The Plan shall be administered by (i) the Board or (ii) a Committee, which committee shall be constituted to satisfy Applicable Laws. (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: (i) to determine the Fair Market Value of the Common Stock; (ii) to select the Employees and Consultants to whom Options may be granted hereunder; (iii) to determine whether and to what extent Options are granted hereunder; (iv) to determine the number of shares of Common Stock to be covered by each Option granted hereunder; (v) to approve forms of agreement for use under the Plan; (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (vii) to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted; (viii) to institute an Option Exchange Program; (ix) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan; (x) to modify or amend each Option (subject to Section 14(b) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan; (xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option or previously granted by the Administrator; (xii) to determine the terms and restrictions applicable to Options; (xiii) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by an Optionee

to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; and (xiv) to make all other determinations deemed necessary or advisable for administering the Plan. (c) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's decisions, determinations and interpretations shall be final and binding on all Optionees and any other holders of Options.

5. ELIGIBILITY. Options may be granted hereunder only to Employees and Consultants.

6. LIMITATION. Neither the Plan nor any Option shall confer upon an Optionee any right with respect to continuing the Optionee's relationship as an Employee or Consultant with the Company, nor shall they interfere in any way with the Optionee's right or the Company's right to terminate such relationship at any time, with or without cause.

7. TERM OF PLAN. The Plan shall become effective upon March 15, 2000. It shall continue in effect for ten (10) years, unless sooner terminated under Section 14 of the Plan.

8. TERM OF OPTION. The term of each Option shall be stated in the Option Agreement.

9. OPTION EXERCISE PRICE AND CONSIDERATION. (a) EXERCISE PRICE. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator. (b) WAITING PERIOD AND EXERCISE DATES. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions that must be satisfied before the Option may be exercised. (c) FORM OF CONSIDERATION. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. Such consideration may consist entirely of: (i) cash; (ii) check;
(iii) promissory note; (iv) other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; (v) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan; (vi) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (vii) any combination of the foregoing methods of payment.

10. EXERCISE OF OPTION.

(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12 of the Plan. Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) TERMINATION OF RELATIONSHIP AS AN EMPLOYEE. If an Optionee ceases to be a an Employee, other than upon the Optionee's death, the Optionee may exercise his or her Option within three months after the Optionee ceases to be an Employee or within such period of time as is specified in the Option Agreement, and only to the extent that the Option is vested on the date of termination. If an Optionee ceases to be an Employee due to the Optionee's death, the Optionee's estate or by a person who acquires the right to exercise the Option by bequest or inheritance may exercise his or her option within such period of time as specified in the Option Agreement, and only to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). If,

on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(c) DISABILITY OF OPTIONEE. In the event of an Optionee's Disability, the vesting date for all Options which are unexercisable on the date of the Optionee's Disability but which would otherwise become exercisable within one year of such date will automatically accelerate to the date of the Optionee's Disability or will automatically accelerate as set forth in the Option Agreement. If, on the date of termination, the Optionee is not vested as to his or her entire Option, including as to accelerated vesting set forth above or in the Option Agreement, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(d) DEATH OF OPTIONEE. In the event of an Optionee's Death, the vesting date for all Options which are unexercisable on the date of the Optionee's Death but which would otherwise become exercisable within one year of such date will automatically accelerate to the date of the Optionee's Death or will automatically accelerate as set forth in the Option Agreement. The Option may be exercised within such period by the Optionee's estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of death, including as to accelerated vesting set forth above or in the Option Agreement. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. The Option may be exercised by the executor or administrator of the Optionee's estate or, if none, by the person(s) entitled to exercise the Option under the Optionee's will or the laws of descent or distribution. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e) BUYOUT PROVISIONS. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

11. NON-TRANSFERABILITY OF OPTIONS. Unless determined otherwise by the Administrator, an Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator makes an Option transferable, such Option shall contain such additional terms and conditions as the Administrator deems appropriate.

12. CHANGES IN CAPITALIZATION AND OWNERSHIP.

(a) CHANGES IN CAPITALIZATION. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.

(b) CHANGES IN CONTROL. All obligations of the Company under the Plan, with respect to Option granted thereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct on indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

13. DATE OF GRANT. The date of grant of an Option shall be, for all purposes, the date on which the Administrator makes the determination granting such Option, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Optionee within a reasonable time after the date of such grant.

14. AMENDMENT AND TERMINATION OF THE PLAN.

(a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter, suspend or terminate the Plan. (b) (b) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to options granted under the Plan prior to the date of such termination.

15. CONDITIONS UPON ISSUANCE OF SHARES.

(a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. (b) INVESTMENT REPRESENTATIONS. As a condition to the exercise of an Option the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

16. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

17. RESERVATION OF SHARES. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

18. MISCELLANEOUS. The company shall have the right to require, prior to the issuance or delivery of any shares of common Stock pursuant to the Plan, that a Participant make arrangements satisfactory to the committee for the withholding of any taxes required by law to be withheld with respect to the issuance or delivery of such shares, including without limitation by the withholding of shares that would otherwise be so issued or delivered, by withholding from any other payment due to the Participant, or by a cash payment to the Company by the Participant.

19. GOVERNING LAW. The Plan and all actions taken thereunder shall be governed by and construed in accordance with the Laws of the State of Delaware.

IAMG Holdings, Inc.

By: /s/ JAHN AVARELLO
    -----------------------------
    Jahn Avarello, President

EXHIBIT 10.14

AGREEMENT FOR PURCHASE

AND SALE OF ASSETS

BY AND AMONG

HOME OFFICE EXPRESS, INC.

AND

IAM GROUP, LTD.

March 27, 2000

PREPARED by WEBER & WEBER
Attorneys for IAM Group, Ltd.
Lauren H. Weber, Esq.
Office & P.O. Address
300 Rabro Drive, St. 122
Hauppauge. N.Y. 11788
Tel. No. (631) 232-0301
Fax No. (631)232-0817

AGREEMENT FOR PURCHASE AND SALE OF ASSETS

This AGREEMENT is made this 27th day of March 2000 and among Home Office Express, Inc., ("Home/Office" or "HOMX"), a Nevada Corporation (the "Buyer"), on the one hand, and IAM Group, Ltd. , a New York corporation, (the "Company"), International Apparel Manufacturing of New York, Inc., ("IAMNY), a New York corporation, Guardian Internet Solutions, Inc., ("Guardian") a Florida corporation, PBA Tour Gear, Inc., ("PBA") a New York corporation, (individually, a "Subsidiary Corporation" and collectively, the "Subsidiary Corporations") and Jahn Avarello, Arlene Avarello and Thomas Verola, individuals and shareholders of the Company (individually, a "Shareholder", collectively, the "Shareholders" and, together with the Company, and Subsidiary Corporations, the "Sellers"), on the other hand.

RECITALS

A. WHEREAS, the Shareholders own all of the outstanding capital stock of the Company; and

B. WHEREAS, the Company, headquartered in New York, New York, is a Holding Company, whose Subsidiary Corporations conduct the business of licensing, manufacturing, and distributing proprietary sportswear apparel and accessories, worldwide, through retailers, wholesalers, catalogs and an online E-commerce consumer shopping mall, and the Company and Subsidiary Corporations own or have the right to use certain assets used in the conduct and operation of their respective businesses; and

C. WHEREAS, the Sellers desire to sell substantially all of the assets used in the conduct of the businesses conducted by the Company and the Subsidiary Corporations and to assign certain agreements and/or other rights held and/or acquired by Sellers in connection with their business, and the Buyer desires to purchase such assets and to assume certain of such agreements and/or other rights and liabilities on the terms and conditions set forth herein; and

D. WHEREAS, the Buyer desires to purchase the assets of the Company and the Sellers desire to sell such assets to the Buyer, upon the terms and subject to the conditions set forth in this agreement; and

E. WHEREAS, it is the express intent, understanding and agreement of the parties hereto that (i) Buyer shall acquire the assets and liabilities of the Sellers except the liabilities, if any, expressly excluded under this Agreement and (ii) the Buyer shall succeed to the interests of the Sellers and shall trade as a successor to the Company; and

F. WHEREAS, the transaction(s) contemplated by this Agreement is contingent upon prior approval by the shareholders and Board of Directors of the parties

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements contained, the parties hereby agree as follows:

AGREEMENT

In consideration of the foregoing and the respective representations, warranties, agreements, conditions and covenants contained in this Agreement and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Buyer and the Sellers, intending to be legally bound, hereby agree as follows:

1. Purchase and Sale of Assets.

1.1. Acquired Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, March 27, 2000, the Company shall sell, convey, transfer, assign and deliver to the , Buyer and the Buyer shall purchase and accept all right, title and interest of the Company in and to, all of the assets and properties of every kind, directly or indirectly used in, arising from or relating in any manner to the conduct of the Company and its Subsidiary Corporations, or otherwise owned or used by the Sellers in the conduct and operation of the respective businesses, (such assets and properties are collectively referred to hereinafter as the "Acquired Assets"), including:

(a) all fixtures, rolling stock, vehicles, machinery, inventory, spare parts, maintenance supplies, equipment, tools, furniture, phones, office supplies and other items of tangible personal property and assets used in connection with or in any manner related to the Business (collectively, the "Personal Property") including, without limitation, all of the right, title and interest in and to any leases of Personal Property related to the operation of the Company's and Subsidiary Corporation's businesses and all trucks, and equipment, used in connection with or in any manner related thereto, that are owned by the Sellers;

(b) all commercial contracts, licensing agreements, and non-contract customer accounts;

(c) all operating data, files and records, including, without limitation. computer sheets, accounting and credit records and customer lists, customer records, production reports and records, equipment logs, operating guides and manuals, projections, copies of financial, accounting and personnel records, correspondence and other similar documents. tapes. disks, programs or other embodiments of information and/or records of the Company;

(d) the goodwill, going concern value, patents, patent applications, copyrights, copyright applications, trademarks, trade names
[including, without limitation, the name(s) of the Company and its Subsidiary Corporations and any abbreviations thereof used at any time in the conduct of the respective business], trademark applications and service marks (in each case

whether registered or unregistered) names, logos, phone numbers, applied for or owned by the Sellers, other intangible personal property and any processes, inventions and trade secrets (the "Intellectual Property"); with respect to the name of the Company and its Subsidiary Corporations, Sellers shall execute and deliver at the Closing an agreement, in form and substance satisfactory to Buyer, granting to Buyer the sole and exclusive right and license to utilize, at Buyer's election and in any manner as Buyer shall deem appropriate, the name of the Company and its Subsidiary Corporations in connection with the business to be carried on by Buyer;

(e) all exclusive long term licensing agreements with the Professional Bowlers Association (PBA) to manufacture and distribute apparel and accessories under the label of "PBA Tour Gear");

(f) all rights, if any, to non-exclusive licensing agreements with the National Football League to manufacture and distribute apparel and accessories under the label "Pro Star Inc.", "Pro Star Athletic", "Big Time Player" and "Star Player", as more specifically described in paragraph 4.14 below. The Buyer has received a copy of a Joint Venture Agreement between the Company and Pro Star Athletic of Florida, LLC, wherein the Company has a 50% interest in Pro Star Athletic Inc., a New York corporation.

(g) all rights and claims against third parties in respect of the Acquired Assets or the operation of the business of the Company or its Subsidiary Corporations including, without limitation, all rights under express or implied warranties from suppliers to the Company and all other claims, rebates, payments from vendors and refunds;

(h) all other assets and properties owned, utilized or held for use by the Company, whether tangible or intangible, real or personal.

2. Sale at Closing Date.

2.1 At Closing, good and marketable title to the Acquired Assets will be conveyed to the Buyer by the Company subject to existing mortgages, claims, pledges, liens, charges, security interests, limitations, exceptions, restrictions, or other encumbrances of any kind (collectively "Liens").

2.2 The sale, transfer, assignment and delivery by the Sellers of the purchased assets to the buyer shall be effected on the Closing Date by deeds, bills of sale, endorsements, assignments and other instruments of transfer and conveyance reasonably satisfactory in form and substantive to counsel for Buyer.

2.3. The closing of the purchase and sale of the Acquired Assets (the "Closing") shall be held at 10:00 am. New York time on March 27, 2000,or on such other date or time as is mutually agreed by the parties hereto (the "Closing Date"), at the offices Weber & Weber.

2.4. At the Closing, the Sellers will deliver to the Buyer the various certificates, instruments. and documents referred to in Article 7 hereof the Buyer will deliver to the Sellers the various certificates, instruments, and documents referred to in Article 8 hereof and the Buyer will deliver to the attorneys for Sellers the Purchase Price in accordance with Section 3 hereof.

3. Purchase Price.

3.1 The purchase price for the Acquired Assets shall be 11,000,000 common shares of HOMX $.001 par value, (the "Purchase Price"). On the Closing Date, the Buyer shall transfer to the shareholders, stock certificates totaling 11,000,000 common shares of HOMX in accordance with the schedule annexed hereto as Schedule 3.1

4. Representations and Warranties of the Sellers.

4.1 The Sellers jointly and severally represent and warrant to the Buyer that the statements contained in this Article 4: (i) are true, correct and complete as of the date of this Agreement, except for those which are expressly required herein to be true, correct and complete only as of the Closing Date; (ii) will be true, correct and complete as of the Closing Date;
(iii) shall be unaffected by any investigation heretofore or hereafter made by Buyer.

4.2. Organization and Qualification. The Company and its Subsidiary Corporations is duly formed and validly existing as corporations in good standing under the laws of the State of New York, and the State of Florida and has all corporate power and authority to own or lease and operate its respective properties and assets and to carry on its business in the manner in which such business is now being conducted. The Company and its Subsidiary Corporations are not, based on the present conduct of their businesses, required to be or qualified to do business as a foreign corporation in any other jurisdiction. The Company does not directly or indirectly own any interest in any other corporation, partnership, joint venture. association, trust, estate or other entity or organization, other than as set forth in this Agreement.

4.3. Authority. The Company and its Subsidiary Corporations have full corporate power and authority, and the Shareholder has the legal right, capacity and power, to enter into this Agreement and to consummate the Transactions. This Agreement and the Transaction Documents to be executed by the Sellers have been duly executed and will be delivered by the Sellers in accordance herewith, have been effectively authorized by all necessary action, corporate or otherwise, by the Sellers [including, without limitation, any authorization by the board of directors and the Shareholders of the Company and its Subsidiary Corporations.]

4.4. Capitalization. The authorized and issued capital stock of the Company and its Subsidiary Corporations and the current address and federal tax identification number of the Company are annexed hereto. All of the issued and outstanding shares of capital stock of the Company and its Subsidiary Corporations have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by the Shareholder. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company or its Subsidiary Corporations to issue, sell or otherwise cause to become outstanding, any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company or its Subsidiary Corporations. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock of the Company or

its Subsidiary Corporations. None of the shares of the capital stock of the Company has been pledged. There are no Liens on any of the shares of capital stock of the Company or its Subsidiary Corporations.

4.5. Financial Statements.

(a) The Company has furnished the Buyer with copies of the audited financial statements of the Company (including balance sheet) for June 1999 to January 31, 2000 (ii) the related statements of income, cash flows and of changes in financial position for each such calendar year then ended;
(iii) the audited financial statements of IAM's wholly owned Subsidiary Corporations for the 1998 and 1999 calendar year.

(b) The Financial Statements for the Company and the Subsidiary Corporations: (i) are true, correct and complete in all material respects and have been prepared in accordance with their books and records; (ii) have been prepared in accordance with accounting principles consistently applied throughout the periods covered and need no material modifications in order for them to be in conformity with GAAP; (iii) reflect and provide adequate reserves in respect of all known liabilities of the Company and its Subsidiary Corporations, including all known contingent liabilities, as of their respective dates; and (iv) present fairly the financial condition of the Company and its Subsidiary Corporations at such date and the results of its operations for the fiscal period then ended.

(c) The Company and its Subsidiary Corporations keeps books, records and accounts that, in reasonable detail, accurately and fairly reflect (i) the transactions and dispositions of assets of their businesses and,
(ii) the value of inventory calculated in accordance with GAAP. Neither the Company, its Subsidiary Corporations, nor any employee, agent or shareholder thereof, directly or indirectly has made any payment of funds of any such entity or received or retained any funds in violation of any Applicable Law.

4.5.1. Absence of Certain Changes. Since the balance sheet date, January 31, 2000, the Sellers have used their and its best efforts, as the case may be, to preserve the business of the Company and their respective businesses, to keep available the services of all current officers and employees

and to preserve the goodwill of the suppliers. customers, employees and others having relations with the Company or its Subsidiary Corporations. Since the Balance Sheet Date, the Company and its Subsidiary Corporations have conducted their businesses in the ordinary course, have maintained their assets and properties in at least as good order and condition as existed on the Balance Sheet Date (other than such wear and tear as may be accounted for by reasonable use) and, as is necessary, to continue to conduct their businesses consistent with past practice. Since the Balance Sheet Date, there has not been:

(a) any transaction not in the ordinary and usual course of business and consistent with past practice other than an Asset Purchase Sale where in IAMNY (a Subsidiary Corporation) sold its assets to the Company. A copy of the Asset Purchase agreement is annexed hereto. as schedule 4.51(a).

(b) any material adverse change in the financial condition, assets, liabilities, or prospects of the Company or the Subsidiary Corporations;

(c) any damage, destruction or loss which in the aggregate was greater than $100,000, whether or not covered by insurance, affecting the Acquired Assets or the Business;

(d) any material alteration in the manner in which the Company or its Subsidiary Corporations keeps its books, accounts or records, or in the accounting principles and practices therein reflected;

(e) a termination or threatened termination or substantial modification of the relationship with any material supplier or any customer from which, during any single calendar month in the twelve calendar months preceding the Closing Date, $500,000 or more in revenue was earned by the Company or its Subsidiary Corporations;

(f) the lease Of, or commitment to acquire or lease, any real property or any item of Personal Property with a value in excess of $100,000;

(g) any Lien placed upon any of the Acquired Assets unless such Lien shall be terminated or released with no liability to the Buyer on or prior to the Closing Date;

(h) the sale, assignment or transfer of any asset, property, or right or the cancellation of any debt or claim or waiver of any right of the Company or its Subsidiary, Corporations;

(i) any increase in the salary or other compensation payable or to become payable to any Shareholder or any employee, officer, director of the Company or its Subsidiary Corporations, or the declaration, payment or commitment for the payment of a bonus or other compensation or benefit to any such party; (j)any commitment for capital expenditures relating to their respective businesses, except as may have been necessary for ordinary repair, maintenance and replacement; or

(k) any change in the financial condition, operations, business. business prospects, properties, assets or manner of conducting their respective businesses, other than changes in the ordinary and usual course of business consistent with past practice, which, individually or in the aggregate, has had or is expected to have a material adverse effect on their respective businesses, the Acquired Assets or the financial condition, operations, business, properties, assets or prospects of the Company or its Subsidiary Corporations (a "Material Adverse Effect").

4.6. Litigation and Claims.

4.6.1. Litigation Pending or Threatened. There is no action, suit, claim, arbitration, proceeding or investigation pending or threatened before any court, tribunal, panel, master or governmental or quasi-governmental agency, authority, commission, board or other body (collectively, a "Governmental Body") to which any Seller is a party or which might affect the Company, its Subsidiary Corporations, or the Acquired Assets.

4.6.2. Business Enjoined. None of the Sellers, nor any employee, manager or agent of the Company or Subsidiary Corporations, have been permanently or temporarily enjoined by any order, judgment or decree of any Governmental Body, from engaging in or continuing any conduct or practice in connection with the Business.

4.7. Properties and Assets of the Company. The Company and its Subsidiary Corporations owns or otherwise has the right to use all of the properties and assets, real and personal, tangible and intangible, now owned or used in the operation of their businesses. The Acquired Assets are all of the assets used in the operations of their businesses and, are all of the assets necessary for Buyer to continue and operate after the Closing Date in the manner that the Business is presently operated by Sellers. Upon consummation of the Transactions, the Buyer will acquire good and marketable title to the Acquired Assets.

4.7.1. Real Property. The Company or its Subsidiary Corporations does not own any real property.

4.7.2. Leases. The Company leases premises 85 Tenth Avenue, 6th floor, New York, New York 10011. With respect to any such lease, no breach or event of default on the part of any party thereto and no event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default, has occurred.

4.7.3. Personal Property. The Company and its Subsidiary Corporations has good and marketable title or valid leasehold interest to its Personal Property free and clear of all Liens, except for Liens, if any, for personal property taxes not delinquent. All material items of Personal Property are in good operating condition and in a reasonable state of repair, reasonable wear and tear excepted, and material maintenance on such items has not been deferred beyond a reasonable time period. Further, all rolling stock and equipment has been maintained in accordance with industry standards and is in compliance with all requirements applicable to them or it (if any) pursuant to Contracts or other agreements held by the Company with any Governmental Body and/or any Customer Account.

4.7.4. Intellectual Property. The Company and its Subsidiary Corporations is the owner of all right, title and interest in and to each item of Intellectual Property. The Company has the right and authority to use all such Intellectual Property in connection with the conduct of the Business in the manner presently conducted and such use does not conflict with, infringe upon or violate any third parties' intellectual property rights.

4.8. Insurance. There are no outstanding requirements or recommendations by any insurance company that issued any policy, or by any Board of Fire Underwriters or other similar body exercising similar functions or by any Governmental Body exercising similar functions, which requires or recommends any repairs or other work to be done on or with respect to any of the property or assets insured in any of said policies. All such policies of insurance are on an occurrence basis and will be in full force and effect until canceled following consummation of the Transactions on the Closing Date. Each of the policies are valid, binding and enforceable.

4.9. Labor and Employment Matters.

4.9.1. Employee Benefit Plans.

(a) Each existing Employee Benefit Plan materially complies with, and has been operated in all material respects in accordance with, both its terms and all Applicable Laws, including, without limitation, provisions of ERISA and the Code, and no event has occurred in connection with any Employee Benefit Plan which has, will or may result in any fine, penalty, assessment or other liability for which a transferee of assets may be responsible, whether by reason of operation of law or contract.

(b) Neither the Company, or the Subsidiary Corporations, nor any ERISA Affiliate has an obligation to contribute to any Multiemployer Plan and has had no such obligation during the six years preceding the Closing Date.

(c) Neither the Company nor any ERISA Affiliate maintains or contributes to or has an obligation to contribute to any Pension Plan covered by Title IV of ERISA or described as a defined benefit plan (in accordance with ERISA Section 3(35)), and has not maintained or contributed to any such plan during the six years preceding the Closing Date.

(d) There is no action, claim or suit pending (other than routine claims for benefits) or that reasonably could be expected to be asserted against any ERISA Plan or the assets thereof. No civil or criminal action brought pursuant to the provisions of Title I, Subtitle B, Part 5 of ERISA is pending or threatened against any fiduciary of any ERISA Plan.

(e) The Company does not maintain, participate in, contribute to, or have any obligation to contribute or any liability with respect to any Multiemployer Plan, or have had any obligation with respect to such a plan during the six years immediately preceding the Closing Date.

4.9.2. Compensation. All reasonably anticipated material obligations for salaries, bonuses and other forms of compensation (excluding vacation, holiday and sick pay) payable to the employees in respect of the services rendered by any of them have been paid or adequate arrangements therefor have been made in the ordinary course of business in the Financial Statements.

4.10. Contracts and Other Instruments. Copies of all Contracts and in any manner relating to the businesses, the Customer Accounts and/or the Acquired Assets have been delivered to Buyers. The Sellers have furnished the Buyer with a true and complete copy of each written contract, written obligation and written commitment, and with accurately detailed descriptions of each oral contract, oral obligation and oral commitment. With respect to each Contract,
(i) each is legal, valid, binding, enforceable and in full force and effect;
(ii) each will continue to be legal, valid binding, enforceable and in full force and effect; (ii) each will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the Transactions; (iii) no party thereto is in breach or default, and in no event has occurred which, with notice or lapse of time, would constitute a breach or default, or permit termination, modification, or acceleration, under such Contract; (iv) no party thereto has repudiated any provision of such Contract; and (v) the execution and delivery of this Agreement and the Transaction Documents and the consummation of the Transactions will not require the consent of any party (other than the Company) to any Contract. The Company is not party to:

(a) any Contract under which the Company or its Subsidiary Corporations has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, or under which a Lien has been imposed on any of the Acquired Assets, tangible or intangible;

(b) any Contract with the Shareholders or affiliates thereof, or regarding the advance of money to the Shareholders, employees, officers, directors or agents of the Company

(c) any Contracts under which the Company or its Subsidiary Corporations has created a profit sharing, option, purchase, equity appreciation, deferred compensation severance, or other plan, agreement or arrangement for the benefit of current or former shareholders, directors, officers, employees or independent contractors;

(d) any Contracts concerning a partnership or joint venture; or

(e) any Contracts under which the consequences of a default, termination or continued performance could have a Material Adverse Effect.

4.11. Agreement Not in Breach of Other Instruments.

(a) The execution and delivery by the Sellers of this Agreement and the Transaction Documents do not, and the consummation of the Transactions will not, result in the creation of any Lien upon the Acquired Assets or the Business under, conflict with or result in a breach of. create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to accelerate any obligation under, any agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Seller is a party or by which either Seller, the Acquired Assets or the Business, is bound or affected. There are no agreements, arrangements, warrants, options, puts, calls, rights, or other commitments or understandings of any character to which any Seller is a party relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any of the securities of the Company.

(b) The execution and delivery by the Sellers of this Agreement and the Transaction Documents do not, and the consummation of the Transactions will not, result in a violation of, or require any authorization, approval, consent or other action by, or registration, declaration or filing with or notice to any Governmental Body pursuant to any Applicable Law. There is no pending or threatened action, suit, proceeding or investigation before or by

any Governmental Body to restrain or prevent the consummation of the Transactions or that might affect the right of the Buyer to own the Acquired Assets or to operate the Business after the Closing Date.

4.12. Brokerage. The Seller, has dealt with Wood, Gundy and Company Inc., 925 W. Baseline Rd.. No. 105, PMBV, Tempe, Arizona 85283, as a finder and broker in connection with the Transactions, or the negotiations looking toward the consummation of this Asset Purchase Agreement, who may be entitled to a fee in connection therewith in accordance with a separate agreement. All agreements with any such finder or broker shall not be assigned to or assumed by the Buyer, and the Sellers shall remain responsible for the obligations relating to all such agreements. Wood, Gundy and Company is a California corporation incorporated on September 25, 1997. The Board of Directors are Larry Stout, and Steven Hartmann. The President is James W. Richards.

4.13. Disclosure. There are no undisclosed liabilities or obligation s of any of the Sellers of any nature, whether accrued, contingent or otherwise, which would be reasonably likely to have any Material Adverse Effect on either the businesses or the Buyer after the Closing Date. This Agreement (including the Schedules) and the Transaction Documents, and any documents delivered by the Sellers pursuant to this Agreement and the Transaction Documents, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein and therein not misleading. All statements and information contained in any certificate or Schedule delivered by or on behalf of the Sellers shall be deemed representations and warranties by the Sellers.

4.14. Sellers represent that included in the assets to be conveyed to Buyers is a 50% interest in Pro Star Athletic, Inc., a New York corporation, created in 1999 pursuant to the terms and conditions of a Joint Venture Agreement dated June 2, 1999, between Pro Star Inc. of Florida, Leonard Marshall, Steve Ciancio, Julian DeSouzza and Susan Guerrero ("Florida Shareholders"), on the one hand, and IAM Group, Ltd., Jahn Avarello, and Tom Verola, on the other hand. Pro Star Inc. of Florida and the Florida Shareholders are holders of a non-exclusive right to licenses for commercial purposes (the

"NFL License Agreement') of the trademarks of the National Football League ("NFL") and the thirty one professional football teams that comprise the NFL ("Member Clubs") for the manufacturing and marketing of men's apparel and accessories. The Joint Venture Agreement provided that the Company was obligated to pay license fees and/or minimum royalty guarantees owed to the NFL for the fiscal year ending March 31, 1999 and to pay all guaranteed license fees and/or minimum royalty guarantees for the fiscal year ending March 31, 2000; and that the Company would fund all manufacturing and administrative expenses up to and including March 31, 2000. The Company has fulfilled its financial obligations to date under the Joint Venture Agreement, including hiring William Fisher as National Sales Director beginning May 1, 1999. To date the Company has invested in excess of $1,300,000.00. The Joint Venture Agreement provides that on or before March 31, 2000 the Pro Star Shareholders will convey their 50% shareholder interest in Pro Star Athletic, Inc. to the Company at which time the Company would issue shares to the Pro Star Shareholders in an amount equal to a 15 to 9 ratio of the shares issued to Jahn Avarello, exclusive of any shares issued to Jahn Avarello for the Sale of IAMNY to the Company. At that time Pro Star Athletic, Inc. will be the Company's wholly owned subsidiary (another "Subsidiary Corporation"). The Company anticipates that the Pro Star Shareholders intend to fulfill their obligations under the Joint Venture Agreement and convey their remaining right, title and interest in and to their shares in Pro Star Athletic, Inc. presently owned by them. Upon receipt of the shares from the Pro Star Shareholders, the Company is obligated to issue an aggregate of 1,170,000 restricted common shares in HOMX.

5. Representations and Warranties of the Buyer. The Buyer represents and warrants to the Company that the statements contained in this Article 5: (i) are true, correct and complete as of the date of this Agreement, except for those which are expressly required herein to be true, correct and complete only as of the Closing Date; (ii) will be true, correct and complete as of the Closing Date; and (iii) shall survive the Closing. The mere listing (or inclusion of a copy) of a document or other item in the Schedules delivered by the Buyer to the Sellers on the date hereof shall not be deemed adequate to disclose an exception to a representation or warranty made herein unless (i) the

representation or warranty relates to the existence of the document or other item or (ii) the Schedule identifies the exception with particularity (such as with a cross-reference to a section in a disclosed document) and summarizes the relevant facts in reasonable detail.

5.1. Organization. The Buyer is duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada and has all the requisite power and authority to execute, deliver and perform this Agreement, to own its properties and carry on its business in the manner in which such business is now being conducted.

5.2. Authority. The Buyer has full power and authority to enter into this Agreement and to carry out its obligations hereunder. This Agreement and the Transaction Documents to be executed by the Buyer have been duly executed and will be delivered by the Buyer in accordance herewith, have been effectively authorized by all necessary Corporate action by the Board of Directors and constitute legal, valid and binding obligations of the Buyer enforceable against the Buyer in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy and insolvency laws. No other Corporate proceedings on the part of the Buyer are necessary to authorize such execution. delivery and performance.

5.3. Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Body is required on the part of the Buyer in connection with the Transactions.

5.4 The Buyer represents it was incorporated in the State of Nevada on July 22, 1999 under the name Telequipment, Inc., with an initial authorized capitalization of 25,000 common shares of stock at $1.00 par value, of which 5000 common shares were issued to certain individuals for expenses and services. The Buyer currently has authorized capitalization of 100,000,000 shares of common stock at $.001 par value and 5,000,000 shares of preferred stock at $.01 par value. As of February 3, 1999 (see opinion letter of James Pitochelli, Esq. at Schedule 5.4), 1,000,000 common shares were issued and outstanding with 50,000 common shares held by 25 unaffiliated shareholders and

950,000 common shares held, either directly or beneficially, by the Buyer's sole officer and director. Between November 12, 1997 and February 2, 1998 the 950,000 common shares were sold in private transactions to ten individual unaffiliated investors with no one investor receiving more than 100,000 or five percent (5%) of the outstanding and issued shares; that on July 23, 1999 NASD cleared a request for an unpriced quotation on the Pink Sheets for Telequipment Inc. common stock. By letter dated January 3, 2000, James Pitochelli advised Green Dolphin that the 950,000 shares since January 1998 were beneficially owned and paid for by ten individuals. Pursuant to Rule 144 K, these nonaffiliated investors may resell restricted securities free of all Rule 144 requirements after the securities have been held and paid for a minimum period of two years. At the present time, the Buyers represent that the 950,000 common shares are, or should be unrestricted shares. Buyer agrees to use its best efforts, to obtain a legal opinion satisfactory to Seller, stating the 950,000 common shares are unrestricted. In the event Seller is required to file a Registration Statement with the SEC to remove the restrictions on the 950,000 shares, the Buyer shall reimburse Seller for all legal fees and expenses. That on September 2, 1999, Green Dolphins Systems Corp., a Nevada corporation and Telequipment Inc. filed Articles of Merger wherein, among other items, Telequipment changed its name to Green Dolphin Systems Corp. ("Green Dolphin") On January 15, 2000, a cancellation and rescission agreement was signed by the parties canceling and rescinding the Articles of Merger filed on September 2, 1999 and, except for permitting the change of name (to Green Dolphin Systems Corp.) to continue, the parties released each other from all claims arising from the Articles of Merger. On February 23, 2000, Home/Office Express, Inc., a Nevada corporation, signed a merger agreement with Green Dolphin Systems Corp. dated January 31, 9000 which was filed with the State of Nevada, wherein the name of the Corporation was changed to Home/Office Express, Inc. ("Home/Office") In the Merger Agreement, Home/Office transferred its messenger service business operated under Personal Touch Messenger Service Inc. ("Personal Touch"), a wholly owned subsidiary corporation, and Green Dolphin issued 1,000,000 restricted shares of its common stock to Personal Touch in exchange for 100% of the outstanding stock of Home/Office. The merged corporations conducted business under the name Home/Office. On January 31, 2000, Home/Office amended Article IV of the Articles

of Incorporation authorizing the corporation to issue an aggregate of 105,000,000 shares, of which 100,000,000 shares were Common Stock with par value of $.001 and 5,000,000 shares of Preferred Stock with par value of $.01; that as of the date of this Agreement, 2,000,000 common shares are issued and outstanding, with 1,000,000 shares being free and unrestricted shares and 1,000,000 being restricted shares. Home/Office is a public corporation trading under the symbol "HOMX"; that the members of the Board of directors are James M. Richards, Larry Stout and Steven Hartmann.

5.5 On the Closing Date the Home/Office Board of Directors will vote to appoint Jahn Avarello, William E. Weber and Thomas Verola as members of the HOMX Board of Directors, and subject to formal shareholder approval, the Buyer will change its name to JAM Group, Ltd. Buyer represents that there are no additional members of the Board of Directors other than as stated in 5.4 or 5.5.

6. Covenants and Agreements.

6.1. Conduct of Business; Transfer of the Shares.

The parties hereto agree between the date of this Agreement and the Closing Date (and/or thereafter as may be herein below provided or applicable) as follows:

(a) From the date hereof through the Closing, the Shareholder will not

(i) sell or otherwise transfer, or agree to sell or otherwise transfer, any of the shares of capital stock of the Company or (ii) incur or permit to exist any Liens on any of the shares of capital stock of the Company.

(b) Unless the prior written consent of the Buyer has been received. from the date hereof through the Closing, the Company will, and the Shareholders will cause the Company to:

(i) operate in the ordinary course of business and consistent with past practices and use its best efforts to preserve the goodwill of the Company with its employees, customers, suppliers, Governmental Bodies and others having business dealings with the Company;

(ii) maintain the Acquired Assets in at least as good order and condition as exists on the date hereof, subject to ordinary wear and tear;

(iii) not amend its certificate of incorporation, bylaws, or other charter documents;

(iv) not dissolve or liquidate or effect any consolidation or merger or any reclassification, corporate reorganization, or other change in any class of its capital stock,

6.2. Information for Filings. The parties will furnish each other with all information as is required for inclusion in, and will otherwise cooperate and assist as reasonably requested in connection with, any application or filing made to any Governmental Body in connection with the Transactions.

6.3. Fulfillment of Conditions by the Sellers. Except as contemplated by this Agreement, the Sellers agree not to take any action that would cause the conditions on the obligations of the parties to effect the Transactions not to be fulfilled including, without limitation, by taking or causing to be taken any action that would cause the representations and warranties made by any Seller in this Agreement and the Transaction Documents not to be true and correct as of the Closing Date. The Sellers will in a prompt and timely fashion take all reasonable steps within their power to cause to be fulfilled the conditions precedent to the Buyer's obligations to consummate the Transactions that are dependent on the actions of any Seller or any party controlled by any Seller.

6.4. Fulfillment of Conditions by the Buyer. Except as contemplated by this Agreement, the Buyer agrees not to take any action that would cause the conditions to the obligations of the parties to consummate the Transactions not to be fulfilled including, without limitation by taking or causing to be taken any action that would cause the representations and warranties made by the Buyer in this Agreement or the Transaction Documents not to be true and correct as of the Closing. The Buyer will in a prompt and timely fashion take all reasonable steps within its power to cause to be fulfilled the

conditions precedent to the Shareholder's and the Company's obligations to consummate the Transactions that are dependent on the actions of the Buyer or any party controlled by the Buyer.

6.4.1 The Buyer will not sell or otherwise transfer, or agree to sell or otherwise transfer, any of the shares of Capital Stock of HOMX or incur or permit to exist any liens on any of the shares of its Capital Stock of HOMX, other than as set forth is 5.4 above.

6.4.2 The buyer will not issue or cause to be issued any common or preferred stock of HOMX without the prior written approval of the Company.

6.5. Publicity. From and after the date of this Agreement, the Buyer and the Sellers will cooperate with each other in the development and distribution of all press releases and other public disclosures relating to the Transactions. Neither the Buyer nor any Seller will issue or make, or allow to have issued or made, any press release or public announcement concerning the Transactions without the advance approval, in writing, of the form and substance thereof by the other parties to this Agreement, unless such disclosure is otherwise required by Applicable Laws or other legal requirements to which either may be subject or a party.

6.6. Transaction Costs. The Shareholders will pay all attorneys', accountants', and other fees, costs and expenses incurred by the Company or the Shareholders prior to or after the Closing, in connection with the preparation, negotiation, execution and performance of this Agreement, the Transaction Documents and/or the consummation of the Transactions. The Buyer will pay all attorneys', accountants', and other fees, costs and expenses that it incurs in connection with the preparation, negotiation, execution and performance of this Agreement, the Transaction Documents and the consummation of the Transactions.

6.7. Nondisclosure. The Sellers and the Buyer acknowledge and agree that all customer, prospect and marketing lists, sales data, intellectual property, proprietary information and trade secrets of the Company (collectively, "Confidential Information") are valuable, special and unique assets constituting part of the Acquired Assets, will be owned exclusively by the Company immediately prior to the Closing and will be owned exclusively by

the Buyer after the Closing. If this Agreement is terminated and the Closing does not occur, the Buyer agrees to treat the Confidential Information as confidential and not to disclose any Confidential Information to any Person or make use of any Confidential Information for its own purposes or for the benefit of any Person. Without in any manner limiting the covenants of Sellers, from and after the Closing, the Sellers agree to treat the Confidential Information as confidential and not to disclose any Confidential Information to any Person or make use of any Confidential Information for his or its own purposes, or for the benefit of any other Person.

6.8. Sales and Other Taxes.

(a) Sellers shall, file all tax returns and other reports required by Applicable Law in respect of operations of the Company and resulting from or in connection with the Transactions.

(b) The Buyer shall be responsible for payment of all business, occupation, withholding, and other taxes of any kind related to the ownership and use of the Acquired Assets and the Excluded Assets and the operation of the Business for all periods prior to the Closing Date.

6.9. Company Name. After the Closing Date, the Sellers for the duration of the Restricted Period will not use or employ in any manner, directly or indirectly, the name or tradenames of the Company as names or tradenames. Concurrently with the Closing, the Company will take, and cause to be taken, all necessary corporate action in order to change the Company's name to a name not similar to the name or tradenames previously used by the Company, effective as of the Closing Date or as soon thereafter as is practicable, and continuing, at a minimum, for the duration of the Restricted Period.

6.10 Risk of Loss. All risk of loss to the Acquired Assets shall be borne by the Shareholders and the Company until consummation of the Closing. In the event that any material item or portion of the Acquired Assets is damaged or destroyed prior to the Closing, Buyer shall have the right, at its option, either (i) to terminate this Agreement, or (ii) to proceed to close and require (a) the payment to it of any proceeds of insurance payable to the Company's account of such damage or destruction, including business interruption insurance (if any) and (b) an adjustment to the Purchase Price to the extent of

loss from damage or destruction not reimbursed by insurance, provided, if the loss not reimbursed by insurance exceeds $300,000, the adjustment to the Purchase Price shall be capped at $300,000 and Buyer shall have the election of proceeding to Closing or terminating this Agreement.

6.11. No Third-Party Rights. Nothing in this Agreement, express or implied, is intended to confer upon any of the Company's or any Related Company's employees, former employees, collective bargaining representatives, job applicants, any association or group of such persons or any Affected Employees any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation. any rights of employment.

7. Conditions to the Buyer's Performance. Each and every obligation of the Buyer hereunder shall be subject to the satisfaction, prior to or at the Closing, of the following conditions (any of which may be waived, in whole or in part, in writing by the Buyer):

7.1. No Challenge or Violation of Orders. No investigation, action, suit or proceeding by any Governmental Body, and no action, suit or proceeding by any other Person shall be pending or threatened on the Closing Date which challenges this Agreement, any Transaction Document or the consummation of the Transactions. No preliminary or permanent injunction or other order by any Governmental Body, and no statute, rule, regulation, decree or executive order promulgated or enacted by any Governmental Body that declares this Agreement or any Transaction Document invalid in any respect or prevents the consummation of the Transactions shall be in effect.

7.2. Transaction Documents

(a) Copies of the resolutions of the board of directors of the Company and resolutions of the Shareholders, authorizing the execution and delivery of this Agreement and each of the other Transaction Documents to which the Companies are a party and the consummation of the Transactions, certified by the secretary of the Company and by the Shareholders, as the case may be are annexed hereto;

(b) a certificate as to the incumbency and signature of the officers of the Company executed by the president and the secretary of the Company, dated the Closing Date is annexed hereto;

(c) Annexed hereto is a certificate signed by the chief executive officer of the Company that each of the representations and warranties made by the Company and the Shareholders in this Agreement is true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date (except for any changes permitted by the terms of this Agreement or consented to in writing by Buyer), and that the Company and the Shareholders have performed and complied with all of the Company's and the Shareholders' obligations under this Agreement which are to be performed or complied with on or prior to the Closing Date;

7.3. Completion of Due Diligence. The Buyer and Seller shall have had the opportunity to conduct, and shall have completed to their satisfaction, in their sole discretion, both procedurally and substantively a customary financial, legal, and operational due diligence review of all books, records, properties and personnel of the Buyers and Sellers and of any information provided to the Buyer by any Seller pursuant to Article 4, or to the Seller by the Buyer pursuant to Article 5, the Schedules to this Agreement or otherwise.

7.4. Approval of the Board of Directors. The Board of Directors of HOMX shall have approved this Agreement, the Transaction Documents, and the consummation of the Transactions.

7.5. Section 1445 Affidavit. The Shareholders and/or the Company, and/or Subsidiary Corporations shall have delivered to Buyer an affidavit, in form satisfactory to Buyer, to the effect that the Company and the Subsidiary Corporations are not a "foreign person," "foreign corporation," "foreign partnership," "foreign trust," or "foreign estate under Section 1445 of the Code, and containing all such other information as is required to comply with the requirements of such Section.

8. Conditions to the Sellers' Performance. The obligations of the Sellers hereunder shall be subject to the satisfaction, prior to or at the Closing, of the following conditions (any of which may be waived, in whole or in part, by the Sellers):

8.1. Representations and Warranties. The representations and warranties of the Buyer contained in this Agreement (including the Schedules), the Transaction Documents or any certificate, instrument or other document delivered to the Sellers in connection herewith, shall be true and correct in all respects as of the Closing Date. The Buyer shall have duly performed and complied with all covenants and agreements required by this Agreement or any Transaction Document to be performed by the Buyer at or prior to the Closing Date. The Sellers shall have been furnished with certificates of appropriate officers of the Buyer, dated the Closing Date, certifying in such detail as the Sellers reasonably may request to the fulfillment of the foregoing conditions.

8.2. No Challenge or Violation of Orders. No investigation, action, suit or proceeding by any Governmental Body, and no action, suit or proceeding by any other Person shall be pending or threatened on the Closing Date which challenges this Agreement, any Transaction Document or the consummation of the Transactions. No preliminary or permanent injunction or other order by any Governmental Body, and no statute, rule, regulation, decree or executive order promulgated or enacted by any Governmental Body that declares this Agreement or any Transaction Document invalid in any respect or prevents the consummation of the Transactions shall be in effect.

8.3. Transaction Documents. On or, if otherwise specified herein, prior to the Closing Date, the Buyer shall have furnished the Sellers with the following Transaction documents, each dated the Closing Date:

(a) a duly executed Contract Assignment;
(b) a duly executed Bill of Sale;
(c) an officer's certificate.

8.4 Completion of Due Diligence. The Seller shall have had the opportunity to conduct, and shall have completed to its satisfaction, in its sole discretion, both procedurally and substantively a customary financial, legal, and operational due diligence review of all books, records, properties and personnel of the Buyers and of any information provided to the Seller by any Buyer pursuant to Article 4, the Schedules to this Agreement or otherwise.

9. Survival of Claims. Except for any breach or misrepresentation when made, as to which claims may be brought without limitation as to time, Claims for indemnification based upon (a) any misrepresentation or inaccuracy shall survive for a period of one (1) year after the Closing Date; (b) any misrepresentation or inaccuracy with respect to Section 4 shall survive for a period of three years. All other claims for indemnification provided for in this Agreement shall survive for a period of one year after the Closing Date.

10. Construction. This Agreement shall be construed and enforced in accordance with and governed by the internal laws of the State of New York without giving effect to the conflict of laws rules thereof.

11. Assignment. Neither this Agreement nor any right, remedy, obligation or Liability arising hereunder or by reason hereof, nor any of the Transaction Documents may be assigned by the Buyer, on the one hand, or the Sellers, on the other hand, without the consent of the other party hereto, except that the Buyer shall have the right to assign all of its rights and obligations under this Agreement to any corporation which is directly or indirectly controlled by Buyer if such transferee corporation agrees to assume all of the Buyer's obligations under this Agreement. Nothing contained herein, expressed or implied, is intended to confer upon any Person other than the

parties hereto, and their successors in interest and permitted assignees, any rights or remedies under or by reason of this Agreement unless expressly so stated herein to the contrary.

12. Amendments and Waiver. This Agreement, all Schedules hereto and the Transaction Documents set forth the entire understanding of the parties and may be modified only by a written instrument duly executed by each party. Except as herein expressly provided to the contrary, no breach of any covenant, agreement, warranty or representation shall be deemed waived unless expressly waived in writing by the party who might assert such breach.

13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

14. Headings. Headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.

15. Binding Nature of Agreement. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective executors, heirs, legal representatives, successors and permitted assigns.

16. Severability. Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.

17. Complete Agreement. This Agreement, the Schedules and the Transaction Documents contain or will contain the entire agreement between the parties hereto with respect to the Transactions and shall supersede all previous oral and written and all contemporaneous oral negotiations, commitments, and understandings.

18. Arbitration. Any controversy or claim arising out of or related to this Agreement, or any transactions contemplated herein, that cannot be amicably resolved between Buyer and the Sellers, including, without limitation, whether such controversy or claim is subject to arbitration, shall be resolved by binding arbitration held in the Borough of Manhattan, New York, New York, in

accordance with the rules of the American Arbitration Association, subject to this Section. Arbitration proceedings shall be conducted by a panel of three persons selected as follows: the party initiating arbitration shall select one arbitrator and the other party shall select a second arbitrator. Each party shall provide prompt written notice of the arbitrator selected by it in accordance with the terms of this Agreement. The two arbitrators shall select a third arbitrator as soon as possible. No arbitrator shall have or previously have had any significant relationship with any of the parties. The decision of any two of the arbitrators on any submitted matter shall be final. Notwithstanding the foregoing, if the controversy or claim in question is not resolved by the arbitrators as provided herein within 150 days after selection of the first arbitrator, either party may pursue any remedy with respect hereto providing by law.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

THE BUYER:

HOME OFFICE EXPRESS INC.,
a Nevada corporation

By: /s/ JAMES RICHARDS
    -----------------------------------
    Name:    James Richards
    Title:   President

THE COMPANY:

IAM GROUP, LTD., a New York corporation

By: /s/ JAHN AVARELLO
    -----------------------------------
    Name:    Jahn Avarello
    Title:   President

THE SHAREHOLDERS:

/s/ JAHN AVARELLO
---------------------------------------
Name:    Jahn Avarello

/s/ ARLENE AVARELLO
---------------------------------------
Name:    Arlene Avarello

/s/ THOMAS VEROLA
---------------------------------------
Name:    Thomas Verola

Guardian Internet Solution, Inc.

By: /s/ JAHN AVARELLO
    -----------------------------------
    Name:    Jahn Avarello
    Title:   President

PBA Tour Gear, Inc.

By: /s/ THOMAS VEROLA
    -----------------------------------
    Name:    Thomas Verola
    Title:   President

International Apparel Manufacturing of New York, Inc.

By: /s/ JAHN AVARELLO
    -----------------------------------
    Name:    Jahn Avarello
    Title:   President

STATE OF NEW YORK } SS:
DEPARTMENT OF STATE

I HEREBY CERTIFY, THAT THE CERTIFICATE OF INCORPORATION OF IAM GROUP LTD. WAS FILED ON 04/20/1992, WITH PERPETUAL DURATION, AND THAT A DILIGENT EXAMINATION HAS BEEN MADE OF THE CORPORATE INDEX FOR DOCUMENTS FILED WITH THIS DEPARTMENT FOR A CERTIFICATE, ORDER, OR RECORD OF A DISSOLUTION, AND UPON SUCH EXAMINATION, NO SUCH CERTIFICATE, ORDER OR RECORD HAS BEEN FOUND, AND THAT SO FAR AS INDICATED BY THE RECORDS OF THIS DEPARTMENT, SUCH CORPORATION IS A SUBSISTING CORPORATION.

I FURTHER CERTIFY, THAT NO OTHER DOCUMENTS HAVE BEEN FILED BY SUCH CORPORATION.

WITNESS MY HAND AND THE OFFICIAL SEAL OF THE DEPARTMENT OF STATE AT THE CITY OF ALBANY, THIS 23RD DAY OF MARCH TWO THOUSAND.

SPECIAL DEPUTY SECRETARY OF STATE

TOTAL 11,000,000

* Shares allocated to Leonard Marshall, Steve Ciancio, Julian DeSouza, Susan Guerrero and Edward Dubner will be issued to William E. Weber, Esq. as Escrow Agent.

** Additional information will be supplied to transfer agent to advise how these shares will be divided.

EXHIBIT 10.15

STOCK PURCHASE AGREEMENT

Agreement made this 1st day of April, 2000 between Home/Office Express, Inc., a Nevada corporation having its principal office at 85 Tenth Avenue, 6th floor, New York, New York 10011, as Seller and James M. Richards, Larry Stout, and Steven Hartmann, whose business offices are located at 925 W. Baseline Road, Suite 105, Tempe, Arizona 85283, collectively referred to as Buyers.

RECITALS

A. Seller presently is a Public Company that licenses, manufactures and distributes proprietary and non proprietary sportswear apparel and accessories worldwide via retail, wholesale, catalog and the internet, and also owns a messenger service business operating under the name of Personal Touch Messenger Service, Inc. ("Personal Touch") in the State of Arizona; and

B. Buyers are minority shareholders of Home/Office Express, Inc. and desire to purchase all outstanding common and preferred stock in Personal Touch Messenger Service, Inc. and for the consideration to purchase said stock they are willing to transfer a certain amount of the restricted preferred stock they own in the Seller's Company.

In consideration of the covenants hereinafter set forth, the parties agree as follows:

SECTION I

Sale of Stock

Seller shall sell, transfer, and deliver to Buyer and Buyer shall purchase from Seller all outstanding common and/or preferred stock it owns in and to Personal Touch Messenger Service, Inc., including existing liens, pledges, or encumbrances of any kind, including but not limited to the goodwill

of the business as a going concern, the right to use the name Personal Touch Messenger Service, Inc. ("Personal Touch"), or any variant thereof and all related property and inventory used by Seller to conduct said business. Seller is in the process of changing its corporate name to IAMG Holdings, Inc. and upon shareholder approval of said change of name, the Buyers shall be authorized to use the name "Home/Office Express, Inc."

SECTION II

Purchase Price

In consideration of the sale of common and/or preferred stock of Personal Touch under this agreement, Buyers shall transfer to Seller 1,000,000 shares of its Home/Office Express, Inc. $.001 par value restricted common stock the receipt and sufficiency of which is hereby acknowledged. In order to adjust the sales price, the Seller shall execute and deliver a sixty-day promissory note payable to Personal Touch in the amount of Three Hundred thousand ($300,000) Dollars, payable on or before June 10, 2000, subject to satisfactory proof of payment of all Federal, State and Local business and employment taxes owed by Personal Touch.

SECTION III

Assumption of Liabilities

The Buyers shall operate the messenger service business under the name of Personal Touch. Buyers will be responsible for all of the Personal Touch liabilities prior to date of this agreement arising in the ordinary conduct of its business.

SECTION IV

Instrument of Transfer

4. Seller shall deliver to Buyers a bill of sale, endorsements, assignments, and such other instruments of conveyance and transfer as shall be reasonable and necessary to vest in buyer marketable title to the common and/or preferred stock being sold, conveyed, and delivered hereunder.

SECTION V

Seller's Representations and Warranties

Seller represents and warrants as follows:

(1) ORGANIZATION. Seller is a corporation duly organized, existing, and in good standing under the laws of the State of Nevada; it has the corporate power to carry on its business as it is now conducted.

(2) AUTHORITY. The Board of Directors of Seller has duly approved this stock purchase agreement and has authorized the execution, delivery, and performance of this agreement by Seller.

(3) FINANCIAL STATEMENTS. Seller is solvent and has made adequate provisions for payment of its debts. It has delivered to buyer copies of its financial statements, certified by William C. Clancy, C.P.A. an independent certified public accountant, for the period ending January 31, 2000. All such statements have been prepared in conformity with generally accepted accounting principals applied on a consistent basis, and fairly reflect the financial position of the seller as of the end of such periods and the result of operations during such periods.

(4) TITLE TO ASSETS. Seller has good and marketable title to all of the common and/or preferred stock it owns in Personal Touch, including the properties and assets used to operate the messenger service business. Such properties and assets are owned by seller subject to existing mortgages, liens, and encumbrances, all of which are within the personal knowledge of the Buyer

(5) TAXES. All tax returns, employment taxes, disability insurance, worker's compensation required to be filed and paid by Personal Touch shall be the responsibility of the Buyers and Buyers have paid or adequately provided for any and all taxes shown by such returns to be due and payable, and agree to indemnify Seller for any and all liabilities arising from Buyers obligations to file and pay for tax returns.

(6) ABSENCE OF LITIGATION. There are no suits, governmental proceedings, or litigation pending or, to the knowledge of the Seller, threatened against the Seller that might materially affect the financial condition, business, or property of Seller or its properties.

(7) ABSENCE OF CHANGES. Since March 27, 2000, Seller has not issued any stock, bonds, or other corporate securities; incurred any obligation or liability to shareholders, or purchased or redeemed any shares of its common stock; mortgaged, pledged, or subjected to lien any of its assets, tangible or intangible; sold or transferred any assets or canceled any debts or claims, except in the ordinary course of business; granted any uniform increase in the compensation of employees; disposed or permitted to lapse any patents, trademarks, or trade names, suffered any extraordinary losses or waived any rights except in the ordinary course of business. Since the above-mentioned date there has been no substantial change in the financial condition, assets, liabilities, or business of seller.

SECTION VI

Buyer's Representations and Warranties

(1) ORGANIZATION. Buyers are individuals who desire to purchase the common and preferred stock in Personal Touch owned by Seller.

(2) AUTHORITY. Buyers are not impaired or otherwise unable to operate a messenger service business and know of no legal impediment from acquiring the common and preferred stock of Personal touch owned by the Seller. The execution, delivery, and performance of this Agreement by Buyers is done with the unanimous consent of the shareholders owning the 1,000,000 preferred shares of stock in Seller's Company.

(3) TITLE TO ASSETS. Buyers have good and marketable title to the 1,000,000 restricted, common shares of Seller's stock. Such assets are owned by Buyers free and clear of all mortgages, liens, and encumbrances, except as stated above.

(4) PROMISSORY NOTE. Buyers shall have furnished proof to Sellers of filing and payment of all Federal, State and Local business, employment and sales taxes for Personal Touch, and the Sellers shall not be required to pay the promissory note referred to above unless and until Buyers fulfill their obligations as stated herein.

(6) ABSENCE OF CHANGES. Since April 1, 2000, Buyers have not assigned, conveyed or in any way caused any liens, mortgages or judgments to be placed on any of the preferred stock owned by them in Seller's Company. Since the above-mentioned date there has been no substantial change in the financial condition, assets, liabilities, or business of Buyer.

(7) Access to Records. Buyers shall give to Seller reasonable access to all books and records of Buyer.

SECTION VII

Conditions Precedent to Buyer's Obligations

The obligations of Buyer under this agreement are subject to fulfillment of each of the following conditions prior to or at the closing:

(1) All proceedings, instruments, and documents required of Sellers under this agreement shall be reasonably in form and in substance to buyer's counsel.

(2) The instruments and conveyances of transfer executed and delivered by Seller at the closing shall be valid in accordance with terms, and shall effectively vest in Buyer good and marketable title to the common and/or preferred stock, if any, owned by Seller in Personal Touch, subject to existing liabilities, obligations, or encumbrances, except those liabilities and obligations expressly omitted by Buyers as provided herein.

(3) There shall not have been any material breech of the representations of warranties of Buyer contained in this agreement, and such representations and warranties shall be substantially correct on the closing date, except as affected by transactions contemplated herein and changes occurring in the ordinary course of business.

(4) Between the date of execution of this agreement and the closing date there shall not have been any material change in the business prospects of sellers.

(5) The mariner in which seller is conducting its business has not been in violation of any applicable law or regulation materially affecting the properties assets, and rights to be sold pursuant to this agreement, and seller shall not be a party to, or be threatened with, any litigation or proceeding relating to any transaction s contemplated by this agreement.

SECTION VIII

Conditions Precedent to Seller's Obligations

All obligations of Seller under this agreement are subject to the fulfillment prior to or at the closing of the following conditions:

(1) Seller shall have received an opinion of counsel for Buyer, to the effect that the common and preferred stock in Personal Touch owned by Sellers have been duly transferred to the Buyers and the Buyers have or are in the process of resolving the liabilities referred to in Section III.

(2) Representations and warranties made by Buyer in this agreement shall be true and accurate in all material respects as of the closing date, except as affected by transactions contemplated herein and changes occurring in the ordinary course of business.

SECTION IX

Action by Board of Directors of Sellers

A special meeting of the Board of Directors of Seller shall be held prior to the closing date for the purpose of voting on the authorization of the sale of properties and assets pursuant to this agreement.

SECTION X

Indemnification of Seller

Buyers agree to indemnify Seller against (1) all liabilities and obligations of Seller regarding Personal Touch, not expressly assumed herein by Buyer; (2) any damage, loss or deficiency due to any breach of warranty, misrepresentation, or non-fulfillment of any agreement of the part of Buyer contained in this agreement or in any document or list delivered or to be delivered to Seller in connection with this agreement; and (3) all action, suits, proceedings, judgments, costs and expenses connected with such breach or misrepresentation.

SECTION XI

Closing Date

This closing with respect to the transactions contemplated by this agreement shall be held on April 10, 2000 via facsimile if necessary.

SECTION XII

Broker

Each party represents that no person, corporation, or partnership brought about this sale or is entitled to any commission.

SECTION XIII

Notices

All notices to be given hereunder shall be give in writing and shall be delivered personally or by registered or certified mail, postage prepaid as follows:

(1) If to Buyer, address to 925 W. Baseline road, Suite 105, Tempe, Arizona 85283.

(2) If to Seller, address to 85 Tenth Avenue, 6th floor, New York, N.Y. 10011

SECTION XIV

Entire Agreement

This agreement, including the exhibits refereed to herein, contains the entire agreement between the parties with respect to the transaction contemplated herein. It may be executed in any number of counterparts, or facsimiles, each an all of which shall be deemed for all purposes to be one agreement.

SECTION XV

Choice of Law

The laws of New York will govern the validity of this agreement, that construction of its terms, and the interpretation of the rights and duties of the parties.

The corporate parties have caused this agreement to be executed on the date first above written.

IAM Group, Ltd.,

BY: /s/ JAHN AVARELLO
    -----------------------------------
        Jahn Avarello, President

Home/Office Express, Inc.

BY: /s/ JAHN AVARELLO
    -----------------------------------
        Jahn Avarello, President


BY: /s/ JAMES M. RICHARDS
    -----------------------------------
        James M. Richards, Buyer


BY: /s/ LARRY STOUT
    -----------------------------------
        Larry Stout, Buyer


BY: /s/ STEVEN HARTMAN
    -----------------------------------
        Steven Hartmann, Buyer

EXHIBIT 10.16

NON RECOURSE PROMISSORY NOTE

FOR VALUE RECEIVED, THE UNDERSIGNED, HOME/OFFICE EXPRESS, INC., A NEVADA CORPORATION, WHOSE NAME WILL BE CHANGED ON OR ABOUT APRIL 24, 2000, TO IAMG HOLDINGS, INC., BY JAHN AVARELLO, DIRECTOR AND CHIEF EXECUTIVE OFFICER, WITH ITS PRINCIPAL PLACE OF BUSINESS LOCATED AT 85 TENTH AVENUE, NEW YORK, NEW YORK 10011, (HEREINAFTER CALLED THE "MAKER"), HEREBY PROMISES TO PAY TO THE ORDER OF PERSONAL TOUCH MESSENGER SERVICE, INC., C/O JAMES M. RICHARDS @ 925 W. BASELINE ROAD, SUITE 105, TEMPE, ARIZONA 85283 ("HEREINAFTER CALLED THE "PAYEE"), THE SUM OF THREE HUNDRED THOUSAND ($300,000.00) DOLLARS, PLUS SIMPLE INTEREST AT THE RATE OF 6% PER ANNUM PAYABLE AS FOLLOWS: SAID NOTE IS PAYABLE WITHIN 60 DAYS FROM APRIL 17, 2000. AT OPTION OF MAKER, PAYMENT DATE MAY BE EXTENDED FOR AN ADDITIONAL 30 DAY PERIOD.

MAKER'S OBLIGATION TO PAY THE PRINCIPAL AND INTEREST IS PRE-CONDITIONED UPON THE FOLLOWING EVENTS: COMPLETION OF ASSET PURCHASE AGREEMENT DATED APRIL 2000 BETWEEN LAM GROUP, LTD. AND HOME/OFFICE EXPRESS, INC., COMPLETION OF STOCK PURCHASE AGREEMENT DATED APRIL 2000 BETWEEN HOME/OFFICE EXPRESS, INC. AND JAMES M. RICHARDS, STEVEN HARTMANN AND LARRY STOUT, COMPLETION OF AUDITED FINANCIAL STATEMENTS FOR HOME/OFFICE EXPRESS, INC. BY CLANCY & ASSOCIATES, INC., AND COMPLETION OF MINIMUM OFFERING OF 300,000 SHARES OF COMMON STOCK AT A MAXIMUM PRICE OF $5.00 PER SHARE IN A PRIVATE PLACEMENT OFFERING BY IAMG HOLDINGS, INC. IN THE EVENT ANY OF THESE PRE-CONDITIONS ARE NOT COMPLETED, AND PROVIDED THE NON-COMPLETION IS NOT DUE TO ANY WILLFUL ACT BY THE MAKER, MAKER HAS NO OBLIGATION TO PAY THE PRINCIPAL AND INTEREST.

THE PRINCIPAL AND INTEREST SHALL BE PAID AT THE ADDRESS OF THE PAYEE AS AFORESAID, OR AT SUCH OTHER ADDRESS, WITHIN OR WITHOUT THE STATE OF ARIZONA, AS MAY HEREAFTER BE DESIGNATED BY WRITTEN NOTICE GIVEN BY THE HOLDER OR HOLDERS OF THIS NOTE TO THE MAKER.

UPON ANY DEFAULT HEREUNDER, WHICH DEFAULT SHALL CONTINUE FOR A PERIOD OF SEVEN
(7) DAYS AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO THE MAKER, THE ENTIRE UNPAID PRINCIPAL BALANCE AND INTEREST ACCRUED THEREON, SHALL IMMEDIATELY BECOME DUE AND PAYABLE WITHOUT NOTICE.

THIS NOTE SHALL BE BINDING UPON MAKER AND ITS HEIRS, SUCCESSORS AND PERMITTED ASSIGNS. IN WITNESS WHEREOF, THE UNDERSIGNED HAS SIGNED THIS NOTE THE DAY AND YEAR SET FORTH BELOW.

HOME/OFFICE EXPRESS, INC.

                                    BY: /s/ JAHN AVARELLO
                                        ------------------------------
                                        JAHN AVARELLO,
                                        DIRECTOR & CEO

DATED: APRIL 17, 2000