FOREFRONT INC
10KSB, EX-10.2, 2000-11-14
METAL MINING
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                                                                    Exhibit 10.2

                                    L E A S E
                                    ---------

     THIS  LEASE  made this 16th day of November, 1999, by and between 540 NORTH
TRAIL  CORPORATION,  a Florida corporation, having an office at 1424 N. Crescent
Heights  Blvd.  #47,  West  Hollywood,  CA 90046, hereinafter referred to as the
"Lessor,"  and  WEB  PARTNERS,  INCORPORATED,  a  Florida corporation, having an
Office  at  540  N. Tamiami Trail, Sarasota, Florida, hereinafter referred to as
the  "Lessee."

                                   WITNESSETH:

     WHEREAS,  Lessor  is  the  owner  of  certain property, described as 540 N.
Tamiaml  Trail,  (hereinafter  referred  to as "Property"), located in Sarasota,
Florida,  and  the  Building  which  is  or  was  commonly  known as "Building",
including  the  nineteen  (19)  parking  spaces  located  there.

     NOW,  THEREFORE,  in  consideration of the mutual covenants hereinafter set
forth  and  other  good  and  valuable  consideration, receipt whereof is hereby
acknowledged,  the  parties  hereto  covenant  and  agree  as  follows:

     1.     Property  Leased.  Lessor  does  hereby  demise,  let and lease unto
            ----------------
Lessee  and  Lessee  does  hereby  lease  from  Lessor  the premises used as the
Jeanettes  store, (hereinafter referred to as "Premises" or "Demised Premises"),
together with the use of four (4) parking spaces in the northwest corner of, the
parking  lot  owned by Lessor at 500 and 520 N. Tamiami Trail, Sarasota, Florida
and  use  of  the patio area at 500 and 520 N. Tamiami Trail, Sarasota, Florida.
Lessee  shall  have  the right to inspect the Demised Premises and all component
parts  thereof  prior to occupancy. Upon Lessee taking possession, it shall have
deemed  to  accept  the  property  "AS  IS" and received any and all permits and
consents  from  the  City of Sarasota as to use or occupancy. Lessor shall allow
use  of, but retain ownership of, the large cash register desk by front door and
five  (5)  gray  storage  racks.


<PAGE>
                                                                    Exhibit 10.2

     2.     Term  of Lease and Use. To have and to hold the Demised Premises for
            ----------------------
a term of one (1) year, commencing on the 15th day of November, 1999, and ending
on  the  14th  day  of  November,  2000.

     The  Lessee  shall  use the building and property only as computer web site
design  facilities  and  e-commerce  design  purposes.

     3.     Rent.  Lessee  shall  pay  to  Lessor for the premises for the lease
            ----
year,  the  base  annual rent of ONE HUNDRED TWENTY THOUSAND SEVEN HUNDRED EIGHT
AND  00/100  DOLLARS  ($120,708.00),  plus  sales  tax, payable in equal monthly
installments  of  TEN  THOUSAND FIFTY-NINE AND 00/100 DOLLARS ($10,059.00), plus
sales  tax,  in  advance an the 15th day of each month, without demand. Rent for
the  period  November  15,  1999 through December 14, 1999, in the amount of TEN
THOUSAND  FIFTY-NINE  AND  00/100  DOLLARS ($10,059.00), plus sales tax, and the
last  months  rent  of  TEN THOUSAND FIFTY-NINE AND 00/100 DOLLARS ($10,059.00),
plus  sales  tax,  shall  be  paid  upon  the  execution  of  this  Lease.

     4.     Payment  of  Taxes.  From  the  date  of commencement of this Lease,
            ------------------
through the date of termination thereof, Lessor shall, at its own expense, beat,
pay  and  discharge  directly  all  duties  and  taxes  on  the leased premises.

     5.     Insurance. Lessee agrees that it will, at all times, maintain public
            ---------
liability  insurance  covering  its  business operations at the Premises, naming
Lessor  as  an  additional  named  insured.  The  limits of liability under such
insurance  shall  not be less than $250,000.00 in case of injury or death to any
one  person or $500,000.00 in case of injury or death to more than one person in
any  one  accident, and not less than $100, 000.00 property damage. Lessor shall
maintain  replacement  cost  casualty  insurance  upon  the  Building.


                                        2
<PAGE>
                                                                    Exhibit 10.2

     6.     Destruction  of  Leased Premises. In the event of the destruction of
            --------------------------------
the  Premises or the Building contained thereon by fire, explosion, the elements
or  otherwise  during  the  term  of this Lease, or any renewal thereof, or such
partial injury so as to render the Premises wholly or substantially untenantable
or  unfit  for  occupancy,  this Lease shall temporarily be suspended and during
such  period  as  the  Premises  are untenantable or unfit for occupancy, Lessee
shall  not  be  obliged  to pay any rent therefor. However, Lessee shall pay the
rent up to the time of destruction or substantial injury and rent shall begin to
run  again  ten  (10)  days  after  written  notice  that the Premises have been
restored  substantially  to  the condition they were in immediately prior to the
injury  or  destruction. Provided, however, that Lessee may cancel this Lease if
the  Premises  are  not restored and ready for occupancy within ninety (90) days
following  the  destructive  event.

     In  the event of the partial destruction of the Premises or damage thereto,
if  a  portion  of the Promises are rendered partially untenantable or unfit for
occupancy,  the  rent  for the period required for such repairs shall be reduced
equitably  in  proportion  to  the reduction, if any, in useable interior space.

     In  the event that the Premises be so badly damaged that the same cannot be
restored  by diligence on the part of Lessor within six (6) months from the date
of happening of such damage, Lessor may terminate this Lease by giving to Lessor
a  written  notice  to  that  effect.

     Lessee  shall  notify  Lessor as soon ash practicable in case of damage, by
fire  or  otherwise,  to  the  Premises.

     7.     Eminent  Domain.  If  all  of  the Premises shall be taken under the
            ---------------
right of eminent domain by any public or quasi-public authority having the right
of  condemnation, this Lease shall not terminate, but as of the date title vests
pursuant  to  such  proceedings  the  rent shall be completely abated. If only a
portion  of  the  Leased  Premises  shall  be  taken, under the right of eminent


                                        3
<PAGE>
                                                                    Exhibit 10.2

domain,  but  such  taking  prevents the practical use of the remaining Premises
occupied by Lessee for the purpose intended by Lessee, then this Lease shall not
terminate,  but  the  rent shall be completely abated as of the date title vests
pursuant  to such proceedings. The total award made in such proceedings shall be
equitably  divided between Lessor and Lessee according to the substantive law of
the State of Florida in relation to the damage suffered. If such taking does not
prevent  the practical use of the remaining Premises for the purpose intended by
the Lessee, then this Lease shall continue in full force and effect but the rent
shall  abate proportionately and such adjustments shall be made as shall be just
and  equitable. Nothing herein contained shall be deemed or construed to prevent
Lessee  or  its sublessee from interposing and prosecuting in any eminent domain
proceeding  a claim for the value of lost business and/or any fixtures installed
in  or  improvements  made  to  the Leased Premises bar Lessee or its sublessee.

     In  the  event  the  proper judicial authority does not divide the award to
compensate  the separate loss of each party, and if Lessor and Lessee are unable
to  agree  as  to  the  division  of  the total award, or as to the abatement or
adjustment  of rent, or as to any such other adjustments, all such disagreements
shall  be submitted to arbitration, in accordance with the rules of the American
Arbitration  Association.  Each of the parties shall select an arbitrator within
thirty (30) days after the vesting of title in condemnation proceedings, arid if
the  arbitrators  are  unable  to  agree  such  arbitrators shall select a third
arbitrator  within sixty (60) days after the vesting of title. The decision of 2
out of 3 of the arbitrators shall be final. Each party shall pay their own legal
expenses  and  one-half  (1/2)  of  the  arbitrators  and  filing  fees, if any.

     8.     Lessee  Covenants.  Lessee  covenants  and  agrees  as  follows:
            -----------------

          (a)     To  pay  said  rent  punctually  as  it  accrues;


                                        4
<PAGE>
                                                                    Exhibit 10.2

          (b)     To  allow Lessor, in person or by agent, to enter the Premises
at  all  reasonable  times, upon reasonable notice to Lessee (which notice shall
not be required in the event of an emergency), to allow Lessor, or its agent, to
place  on  or  about said Premises, notices indicating that the Premises are for
sale, or during the last six (6) months of the term of this Lease, for rent; and
to  allow  Lessor,  or  its  agent,  to enter upon and pass through and over the
Premises  for  the purpose of showing the same to persons wishing to purchase or
to  lease  the  same;

          (c)     To  peaceably and quietly leave, surrender and yield to Lessor
on the last day of the term hereby granted or on the sooner termination thereof,
the  Leased  Premises,  broom  clean  and  in  good order and repair, subject to
Paragraph  6  and  7  above,  and ordinary wear and tear excepted.  Lessee on or
before  the  last  day  of  the  term hereby granted or any extension or renewal
thereof  shall  remover  all its property from the Premises.  If the Premises be
not  so  surrendered  as aforesaid, Lessee shall indemnify Lessor from liability
resulting  from  delay  by  Lessee  in  so  surrendering  the  Premises.

          (d)     The  Lessee  shall  pay,  as  and when the same become due and
payable,  all  separately  metered utility charges, whether special or ordinary,
all water rents, (excluding sprinkler meter charges, if any), rates, and charges
for  garbage  and  all  sewer  rents  and  all  separately  metered  charges for
electricity,  gas,  heat,  and  other  utilities supplied to and consumed in the
Premises.

          (e)     To observe and comply promptly and at its own expense with all
requirements  of  law, ordinances, regulations or orders of the United States of
America,  State  of  Florida, County of Sarasota, City of Sarasota, or any other
governmental authority affecting the Premises or the use and occupation thereof,
and all requirements of the National Board of Fire Underwriters or similar body,


                                        5
<PAGE>
                                                                    Exhibit 10.2

and  all  rules, orders and regulations made for the enforcement or by reason of
or  pursuant  to the workmen's Compensation Act; arid Lessee shall pay all costs
and  expenses incidental to such, compliance and shall save Lessor harmless from
all  expenses  and/or  damages  by  reason  of  any notice, order, violations or
penalties  filed  against  or imposed upon the Leased Premises or upon Lessor as
owner  hereof,  because  of  the failure of Lessee to comply with this covenant.
Lessee  shall  not  permit  or suffer to be done or committed any act, matter or
thing  whereby  or  in  consequence  thereof  the  policies  of insurance on the
Premises  or the Building or improvements upon the Property shall become void or
suspended;  Notwithstanding anything herein to the contrary, Lessee shall not be
required  to  make  any  modifications or repairs to any plumbing, mechanical or
utility  lines  of  any  type  or  kind  unless  required  as  the result of the
negligence  of  the  Lessee,  its  officers,  agents,  servants,  contractors or
employees.

          (f)     To  keep in good repair and order the Premises, subject to the
fire and condemnation provisions of this Lease, ordinary wear and tear excepted,
and so maintain such Premises and all improvements now or at any time during the
term  of this Lease situated within the Premises, and that it will not suffer or
permit  any  waste or injury thereto.  In case any damage shall be caused to the
Leased Premises by any third party and Lessee is required hereunder to make such
repairs occasioned thereby, Lessor agrees to and does hereby transfer and assign
unto  Lessee  any  and  all  claims,  rights, actions and causes of action which
Lessor  may  have  in consequence thereof.  Lessor agrees to execute any and all
further papers and instruments in reference to such assignment when requested to
do  so  by Lessee.  It is expressly agreed that Lessee shall replace, at its own
expense,  all  plate  glass  broken,  at  the  Premises.


                                        6
<PAGE>
                                                                    Exhibit 10.2

          (g)     To  indemnify  and save harmless Lessor of and from all fines,
suits,  claims,  demands  and  actions  of  any  kind  by  reason of any breach,
violation,  or  non-performance  of  any condition hereof on the part of Lessee.
Lessor  shall  not  be  liable  for  any  injury or damage to person or property
happening  on  or  about  the  Leased  Premises, howsoever caused or occasioned,
except  injuries or damages caused or occasioned by Lessor, its agents, servants
or  employees,  and Lessee agrees to indemnify and save harmless Lessor from any
such  liability therefor; and Lessee shall indemnify and hold harmless Lessor of
and  from any and all such damage or liability four anything arising from or out
of the occupancy of the Leased Premises by Lessee, including, but not limited to
acts  or  defaults  of  Lessee,  its  agents, servants, employees, customers, or
licensees,  but  excluding damage or liability caused or.  occasioned by Lessor,
its agents, employees or servants and except for duties and obligations required
of  or  assumed  by  Lessor  as  set  forth  in  this  Lease.

     9.     Lessor  Responsibilities.  If  Lessee  is  not in default under this
            ------------------------
Lease, Lessor shall not interfere with Lessee's quiet enjoyment of the Premises.
During the term hereof, Lessor shall maintain the roof and structural components
and  mechanical  components,  including air conditioning and plumbing (excluding
doors  and  glass)  in  good  order  and  repair,  except  as  any  of  such
responsibilities  and/or  costs  are  specifically  allocated  to Lessee in this
Lease,  any  damage  thereto as a result of the negligence or act of Lessee, its
agents,  servants,  or  employees,  in  which  event  the  costs  shall  be  the
responsibility  of  Lessee.

     10.     Mutual Waiver. Lessor and Lessee hereby mutually release each other
             -------------
from  any  and  all  liability or responsibility to the other or anyone claiming
through,  or  under them by a right of subrogation, or otherwise for any loss or
damage  to  property  caused  by  fire,  or  any  of  the  extended  coverage or
supplementary  contract casualties, event if such fire or other casualties shall
have  been caused by the fault or negligence of the other parties, or anyone for
whom  such  party may be responsible; provided, however, that this release shall
be  applicable  and  in  force  and effect duly and only with respect to lost or


                                        7
<PAGE>
                                                                    Exhibit 10.2

damage  occurring  during  such  time  as the respective parties' policies shall
contain  a  clause or endorsement to the effect that any such release shall riot
adversely  affect  or impair said policy or prejudice the rights of said parties
to  recover  thereunder.  Lessor  and  Lessee  mutually agree that its insurance
policy  shall  contain such a clause or endorsement so long as the same shall be
obtainable  without extra cost, or, if extra cost shall, be charged therefor, so
long  as  the  other  party  pays  such  extra  cost.

     11.     Alterations, Additions and Improvements. Lessee, at Lessee's option
             ---------------------------------------
can,  at  any  time during the term of this Lease, alter, add to and improve the
Leased  Premises.  Such  alterations, additions and improvements shall be at the
sole  expense  of the Lessee. Lessee shall have the right to erect and maintain,
at  their  own  expense,  a  sign  or signs on the building and elsewhere on the
leased premises, subject to the prior written consent of Lessor as to design and
placement,  and to equip, fixture, store and maintain and alter the arrangements
of  fixtures,  equipment  in  the  interior  of  said Premises at its discretion
without restriction provided that Lessee shall at all times comply with all laws
and  regulations applicable thereto. Lessee shall not permit the premises or any
part  thereof to be encumbered by any materialmen's, mechanics', contractors' or
other  liens,  and  if  any  such lien is filed against the Premises or any part
thereof  for  labor  or materials furnished or to be furnished to Lessee, Lessee
shall  discharge  the  same  of  record  within  ten (10) days after the date of
filing,  and hold the Lessor harmless against the liens claimed. If Leasee fails
to  discharge  any such mechanics' lien within such period, then, in addition to
any  other right or remedy of Lessor, Lessor may, but shall not be obligated to,
discharge  the  same  either  by  payment  of the amount claimed ox by procuring
discharge  of  such  lien  by  deposit in court or giving of security or in such
other manner as may be prescribed by law. Any amount paid by Lessor to discharge
any  such  lien,  including all necessary disbursements, expenses and reasonable


                                        8
<PAGE>
                                                                    Exhibit 10.2

legal  fees,  with interest thereon at the rate of twelve percent (12%) from the
date  of  any  payments,  shall  be repaid by Lessee to Lessor on demand and, if
unpaid,  may  be  treated as additional rent. Notice is hereby given that Lessor
shall  not  be liable for any labor or materials furnished or to be furnished to
Lessee  upon  credit,  and  that  no  lien for any such labor or materials shall
attach  to  or affect the reversionary or other estate or interest of Lessor .in
and to the premises or any part thereof or any of the appurtenances or equipment
and  Lessee  shall  execute  a notice under the Florida Statutes if requested by
Lessor  to  document  this.

          All furniture, appliances, machinery, tools, equipment and partitions,
and  in  addition  all  other  fixtures  and  improvements  which  have not been
permanently  incorporated  in  the  realty so as to be an integral part thereof,
which  have  been or will be installed by Lessee at its expense shall remain the
property  of  Lessee,  as the case may be, and may be removed at any time during
the term of this lease by Lessee.  Lessor hereby waives all its right, title and
interest to the aforementioned items, provided Lessee is not and has not been in
default  under  the  terms  of  this  Lease.

          If  the  Lessee  installs any electrical equipment which overloads the
lines  in  the  Premises  or the Building, the Lessee shall, at its own cost and
expense,  promptly  make whatever changes are necessary to remedy such condition
and  to  comply  with  all  requirements  of  the  Lessor  and the Board of Fire
Insurance  Underwriters  and  any  similar  body  and any governmental authority
having jurisdiction thereof.  For the purposes of this paragraph, any finding or
schedule  of  the Fire Insurance Rating Organization having jurisdiction thereto
shall  be  deemed  to  be  conclusive.


                                        9
<PAGE>
                                                                    Exhibit 10.2

     12.     Termination  of  Lease.  In the event that Lessee shall fail to pay
             ----------------------
the  rent,  or any part thereof, when it becomes due, within ten (10) days after
notice  by  Lessor  of delinquency thereof, Lessor may sue for same, may re-nter
the  said  Premises  and  take  possession,  may  have Lessee removed by summary
proceedings,  or  by  ejectment  or may resort to any other legal remedy. In the
event  the  Lessee  sublets  or assigns the Lease, written notice of any default
shall  be  given, to Lessee who shall have ten (10) days from notice to cure any
such  default.  If  the said premises at any time becomes vacant during the said
term  in  consequence of the removal of Lessee for non-payment of rent, by legal
process, or any other cause, Lessor may re-enter the same and use such force for
that  purpose  as  Lessor  shall think fit, without being liable for prosecution
therefor,  and  may  thereupon  treat  said  Lease  as terminated and re-let the
Premises  for  its  own  use;  or  re-let  the  Premises as the agent of Lessee,
applying  the  avails  thereof  first to the expense of re-renting the Premises,
including  reasonable  attorneys  fees,  and then to the payment of the rent due
hereunder,  and  the  balance  to  pay  over  to  Lessee.

          In  the event Lessee shall be adjudicated a bankrupt or make a general
assignment  for  the  benefit  of its creditors, Lessor may, at Lessor's option,
terminate this Lease by written notice, ten (10) days prior to such termination,
and  at the end of such period of ten (10) days, such Lease shall be terminated.

          In the event Lessee shall violate any condition, covenant or agreement
herein  contained,  and  if  Lessee  shall  not  promptly and diligently cure or
prosecute the cure of any such default within thirty (30) days after notice from
Lessor  specifying  the  violation,  Lessor  shall have the right thereafter, at
Lessor's  election to terminate this Lease on ten (10) days' written notice, and
this  Lease  shall  thereupon cease upon the expiration of said ten (10) days in
the  same  manner  and  to the same affect as if that were the expiration of the
original  term  of  this  Lease.


                                       10
<PAGE>
                                                                    Exhibit 10.2

     13.     Assignment and Sublease. Lessee may not assign this Lease or sublet
             -----------------------
the  Leased  Premises, or any part thereof, without the prior written consent of
lessor,  but  much  assignment or subletting shall not in any way release Lessee
from  any  of  its  liabilities  or  obligations  under the terms of this Lease.
One-half  (1/2) of any increase in the rent collected or charged by Lessee above
the  base  rent  as  provided  herein shall be deemed additional rent due to the
Lessor. Should the Lessee wish to be released from liability on this Lease after
an  approved assignment or subletting it shall so notify Lessor, in writing, and
all  increases  in  the  rent  receivable  shall  be  due  the  Lessor.

     14.     Prepayment  of  Rent.  There shall be no prepayment of any rent due
             --------------------
under  this  Lease,  other  than the current month, or any renewals thereof with
'the  written  consent  of the mortgagee or mortgagees, if any, now or hereafter
holding  mortgages  on  the  Lessor's  interest  in the Premises during the term
hereof  or  any  renewals  hereof.

     15.     Subordination of Lease. This Lease shall be subject and subordinate
             ----------------------
to  the  lien  of all mortgages now or hereafter placed oft the Leased Premises.
Lessee  hereby  appoints  Lessor  its  attorney  in  fact to execute any and all
documents  necessary to effectuate the subordination.  Lessor shall use its best
efforts  to  obtain  a  non-disturbance  clause from the existing and any future
mortgagee(s) which will provide that the Lessee will not be disturbed in its use
and  occupancy  of  the  Leased  Premises  in the event of a foreclosure, if the
Lessee  is  not  in  default  under  the  terms  of  this  Lease.

     16.     Right  of  First  Refusal.  The  Lessee,  in  consideration  of the
             -------------------------
execution  of  this  Lease  and  full  and  strict compliance and performance by
Lessee,  shall  have the first option to purchase the Premises at 540 N. Tamiami
Trail,  Sarasota,  Florida  and  purchase  or lease the adjacent building at 500
and/or  520 N. Tamiami Trail, Sarasota. Florida on the same terms and conditions
of  any  bona  fide  offer  to  Lessor  by  a  third  party.


                                       11
<PAGE>
                                                                    Exhibit 10.2

     Lessor  shall, within three (3) days of execution of an acceptable purchase
contract  on the premises at 540 N. Tamiami Trail, Sarasota, Florida or lease or
purchase  contract  on  500 and/or 520 N. Tamiami Trail, Sarasota, Florida, give
notice  in  writing  to Lessee of the contents of said contract or lease. Lessee
shall, within fifteen (15) days of giving of its notice to elect to purchase and
lease,  execute a purchase contract or lease on the same terms and conditions as
the  bona  fide  offer  to  purchase  540 N. Tamiami Trail, Sarasota, Florida or
purchase  or lease of 500 and/or 520 N. Tamiami Trail, Sarasota, Florida. Should
the  Lessee  not  execute a purchase offer or lease within said fifteen (15) day
period,  the  Lessee's  right  to purchase the Premises at 540 N. Tamiami Trail,
Sarasota, Florida or purchase or lease the property at 500 and/or 520 N. Tamiami
Trail,  Sarasota,  Florida  shall  be  waived.

     17.     Notices.  All notices, demands, offers and requests by either party
             -------
to the other, unless otherwise specifically provided herein, shall be in writing
and  sent  by first class mail, postage prepaid, addressed to the parties hereto
as  follows  or  at such other place as they may from time to time designate: by
written  notice:

     To  the  Lessor:                    540  N.  Tamiami  Trail  Corp.
     ---------------
                                         ATTN:  Barry  Karas
                                         1424 N. Crescent Heights Blvd. #47
                                         West  Hollywood,  CA  90046

                                                and

                                         c/o  Lawrence  M.  Hankin
                                         2033  Main  Street,  Suite  400
                                         Sarasota,  Florida  34237

     To  the  Lessee:                    Web  Partners,  Incorporated
     ---------------
                                         540  N.  Tamiami  Trail
                                         Sarasota,  Florida  34236


                                       12
<PAGE>
                                                                    Exhibit 10.2

     18.     Miscellaneous.  The covenants and agreements herein contained shall
             -------------
bind and enure to the benefit of the parties hereto, their legal representatives
and assigns. This Lease constitutes the entire agreement between the parties and
may riot be changed or terminated orally. The rights of the parties hereto shall
be  deemed  cumulative,  and  not  alternative.  The  obligations of the parties
constituting  the  Lessor  shall  be  joint  and  severable.  Waiver  of  strict
performance of any term or condition hereof by either Lessor Lessee shall not be
deemed  a waiver of the same or any other provision of this Lease, and any other
provision  of  this  Lease, and any waiver of consent to any breach shall not be
deemed to extend to any other breach or any subsequent breach of the same or any
other  provision. The headline words appearing in this Lease are intended merely
for  convenience  and  shall  not  be  determinative  of  the  construction  or
interpretation  of  the  paragraphs  to  which  they  refer.

     In  the  event  that  Lessee  fails  to make any payments or to do any acts
permitted or required of it hereunder which shall affect in any way any interest
Lessor may have in said Premises, Lessor shall give Lessee written notice of its
failure to make such payments or do such acts and in the event Lessee shall fail
to cure its default within ten (l0) days or thirty (30) days as the case may be,
after the date of such notice, Lessor shall have the right to cure such default.
Any  costs incurred by Lessor in curing such defaults shall be deemed additional
rent  and  shall  be  due and payable with the payment of rent next falling due,
together  with  interest  thereon  at  the  rate  of  12%  per  annum.

     Nothing  therein  shall,  be  construed or be deemed as making the Lessor a
co-partner  or  joint  venturer  with,  or  principal  of  Lessee.

     Lessor  covenants  that  Lessee  shall  hold  and  quietly enjoy the leased
premises  during the term of this Lease and any extensions and renewals thereof.


                                       13
<PAGE>
                                                                    Exhibit 10.2

     19.     Radon. Radon is a naturally occurring radioactive gas that, when it
             -----
has accumulated in a building in sufficient quantities, may present health risks
to  persons who are exposed to it over time. Levels of radon that exceed Federal
and  State  guidelines  have  been  found  in  buildings  in Florida. Additional
information  regarding  radon and radon testing may be obtained from your County
Public  Health  Unit.

     IN  WITNESS  WHEREOF,  the parties hereto have caused this Lease to be duly
executed  the  day  and  year  first  above  written.

                                               LESSOR


            /s/  [illegible]                   540  NORTH  TRAIL CORPORATION
---------------------------------

            /s/  [illegible]                   By:  /s/  Barry  Karas
---------------------------------                 ------------------------------
Witnesses  as  to  Lessor                         BARRY  KARAS,  President


                                               LESSEE


            /s/  [illegible]                   WEB  PARTNERS, INCORPORATED
---------------------------------

            /s/  [illegible]                   By:  /s/  Santu Rohatgi, CFO/COO
---------------------------------                 ------------------------------
Witnesses  as  to  Lessee
STATE  OF  CALIFORNIA
COUNTY  OF  LOS  ANGELES

     I  HEREBY  CERTIFY that the foregoing instrument was acknowledged before me
this 11th day of November, 1999, by BARRY KARAS, as President of 540 NORTH TRAIL
CORPORATION,  a  Florida  corporation,  who  produced  a  Driver's  License  as
identification:


                                                         /s/  [illegible]
                                           -------------------------------------
(NOTARIAL SEAL)                               [illegible]
                                           -------------------------------------
                                           (Type,  Print  or  Stamp  Name)
                                           I  am a Notary Public in and for the
                                           State of Florida and my commission
                                           expires:
                                           _________.


                                       14
<PAGE>
                                                                    Exhibit 10.2

STATE  OF  FLORIDA
COUNTY  OF  SARASOTA

     I  HEREBY  CERTIFY that the foregoing instrument was acknowledged before me
this  16th  day  of  November,  1999, by Santu Rohatgi, as     CFO/COO    of WEB
                                                           --------------
PARTNERS,  INCORPORATED,  a  Florida corporation, who is personally known to me.

                                                         /s/  [illegible]
                                           -------------------------------------
(NOTARIAL SEAL)
                                           -------------------------------------
                                           (Type,  Print  or  Stamp  Name)
                                           I  am a Notary Public in and for the
                                           State of Florida and my commission
                                           expires:
                                           _________.


                                       15
<PAGE>
                                                                    Exhibit 10.2

                                 LEASE ADDENDUM
                                 --------------

     THIS LEASE ADDENDUM is made and entered into by and between 540 NORTH TRAIL
CORPORATION,  a  Florida  corporation, (hereinafter referred to as "Lessor") and
WEB  PARTNERS,  INCORPORATED, a Florida corporation, (hereinafter referred to as
"Lessee").

     WHEREAS,  the  parties  wish  to  amend  said  Lease.

     NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable  consideration,  the  parties  agree  as  follows:

     1.     Paragraph 2 is amended to increase the term to three (3) years.

     2.     Paragraph  3  is  amended  to  add  the following: "The rent for the
second  Lease  year shall be $19.08 per square foot, or ONE HUNDRED TWENTY-SEVEN
THOUSAND  NINE  HUNDRED  FIFTY AND 48/100 DOLLARS ($12'7,950.00), per year, plus
sales  tax,  payable monthly in the amount of TEN THOUSAND SIX HUNDRED SIXTY-TWO
AND 54/100 DOLLARS ($10,662.54), plus sales tax, in advance, commencing November
15, 2000.  The rent for the third Lease year shall be $20.22 per square foot, or
ONE  HUNDRED  THIRTY-FIVE  THOUSAND  FIVE HUNDRED NINETY-FIVE AND 32/100 DOLLARS
($135,595.32), per year, plus sales tax, payable monthly in the amount of ELEVEN
THOUSAND  TWO  HUNDRED  NINETY-NINE  AND 61/100 DOLLARS ($11,299.61), plus sales
tax,  in  advance,  commencing  November  15,2001.  The  first  months  rent  of
$10,059.00,  plus sales tax, the last months rent of $11,299.61, plus sales tax,
and  a  $5,000.00  security  deposit  shall  be  paid  on  November  15,  1999.

          The  Lessee may terminate this Lease, after the first Lease year, upon
ninety  (90) days written notice to Lessor and the payment with the notice of an
amount  equal  to three (3) months rent, plus sales tax. The rental amount shall
be  determined  by  the  date  of  the  termination, hot the date of the notice.


<PAGE>
                                                                    Exhibit 10.2

     3.     Except  as  modified  herein, the Lease is in full force and effect.

     WITNESSES:                                       "LESSOR"


------------------------------             540  NORTH  TRAIL  CORPORATION
Print  Name:
            ------------------

------------------------------             By:
Print  Name:                                  ----------------------------------
            ------------------                BARRY  KARAS,  President


                                                      "LESSEE"


         /s/  [illegible]                  WEB  PARTNERS,  INCORPORATED
------------------------------
Print  Name:
            ------------------

         /s/  [illegible]                  By:  /s/  Santu Rohatgi,  CFO/COO
------------------------------                ----------------------------------
Print  Name:
            ------------------



STATE  OF  CALIFORNIA
COUNTY  OF  LOS  ANGELES

     The  foregoing  instrument  was  acknowledged  before  me  this 15th day of
November,  1999,  by BARRY KARAS, as President of 540 NORTH TRAIL CORPORATION, a
Florida  corporation,  who  produced  a  Driver's  License  as  identification:


                                                         /s/  [illegible]
                                           -------------------------------------
(NOTARIAL SEAL)
                                           -------------------------------------
                                           (Type,  Print  or  Stamp  Name)
                                           I  am a Notary Public in and for the
                                           State of Florida and my commission
                                           expires:
                                           _________.


<PAGE>
                                                                    Exhibit 10.2

STATE  OF  FLORIDA
COUNTY  OF  SARASOTA

     The  foregoing  instrument  was  acknowledged  before  me  this 16th day of
November,  1999,  by    Santu  Rohatgi      ,  as   CFO/CCO   of  WEB  PARTNERS,
                     ----------------------       ----------
INCORPORATED, a Florida corporation, who is personally known  to  me.


                                                         /s/  [illegible]
                                           -------------------------------------
(NOTARIAL SEAL)
                                           -------------------------------------
                                           (Type,  Print  or  Stamp  Name)
                                           I  am a Notary Public in and for the
                                           State of Florida and my commission
                                           expires:
                                           _________.


<PAGE>


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