<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>ex10-2.txt
<DESCRIPTION>EX-10.2
<TEXT>

<PAGE>

                                                                    Exhibit 10.2


                            Artwork and Beyond, Inc.
                               761-D Coates Avenue
                            Holbrook, New York 11741
                                  631-471-6700


To: Ross Galleries
From: Artwork & Beyond
Re: Rent


This memo will serve as the lease agreement between Ross Galleries, Inc. and
Artwork and Beyond. It is agreed that Artwork and Beyond will pay Ross Galleries
rent on a rent month to month basis in the amount of $2,2916,67.


Agreed and Accepted


ARTWORK AND BEYOND

By: /s/ Howard Blum
    ----------------------
Name: Howard Blum
Title:


ROSS GALLERIES,INC.

/s/Jay Camina
--------------------------
Name: Jay Camina
Title:

</TEXT>
</DOCUMENT>