EXHIBIT 10.31



Jake Miles
President/CEO
Urban Cool Network
1401 Elm St.
Suite 1955
Dallas, TX 75202

          Re: NaviSite, Inc. Alliance Partner Program

Dear Jake:

     I am pleased to invite  Urban Cool Network to  participate  as a Partner in
NaviSite's  Alliance Partner  Program.  The intent of the Alliance Program is to
provide a  cooperative  framework  within which the  companies  can promote each
other's complementary products and services to clients we feel will benefit from
them.  This letter sets forth the general  terms and  conditions of the Program.
Your  participation  in the Program is  acknowledged by signing this copy of the
letter to indicate your  acceptance of these terms and returning it to me at the
NaviSite  address  indicated  below.  Your  participation in the Program is also
subject to the terms of NaviSite's standard Non-Disclosure Agreement dated _____
______a copy of which is enclosed for your convenience.

                             Scope of Participation

     NaviSite  authorizes  your to promote,  market and  solicit  orders for its
products  and services on a  non-exclusive  basis.  No order will be  considered
binding  upon us unless and until it is accepted by us and we reserve the right,
in our sole  discretion,  to reject any order  placed by or  through  you and to
change  our  prices  for  products  and  services  without  notice to you or any
customers referred by you.

                             Your Responsibilities

     You will use  commercially  reasonable  efforts  to  successfully  promote,
market and solicit  orders for our products and services from  customers  during
your  participation in the Program.  You agree (a) to conduct your business in a
manner  that  reflects  favorably  at all times on  NaviSite  and our good name,
goodwill  and  reputation;  (b) not to engage in any  deceptive,  misleading  or
unethical  practice;  (c)  not  to  make  false  or  misleading  representations
regarding NaviSite or its products and services; (d) not to publish or employ or
cooperate  in the  publication  or  employment  or any  misleading  or deceptive
advertising  material;  and (e) not to make any  representations,  warranties or
guarantees to customers, potential customers or the trade generally with respect
to  NaviSite  which are  inconsistent  with those  contained  in the  literature
provided to you by NaviSite or distributed directly by NaviSite.  You also agree
to at  all  times  comply  with  all  applicable  laws  and  regulations  in the
performance of your  responsibilities  as a participant  in the Program.  During
your  participation in the Program,  you will not promote or market any products
or services which NaviSite deems to be competitive with its products or services
to a client of NaviSite (whether such client has been referred by you or not).

                              Our Responsibilities

     We will  provide  you with  marketing  information,  advertisements,  sales
literature, user documentation, training and other promotional materials for the
marketing and promotion of our products and services.

<PAGE>

     We will also identify you in a directory of Alliance  Program  participants
maintained  on our  website,  communicate  with  you on a  regular  basis  via a
newsletter  or other format of our  choosing,  and provide your with access to a
"Partners   only"   website   containing   product  and   service   information.
Additionally, we will offer you a discount of 25% off the standard list price of
the first server hosted by NaviSite for your own use.

                               Reciprocal Rights

     We will each  authorize the other to place Site Links to our Web pages more
fully  described  as to format,  location  and graphic  and  textual  content in
Exhibit A.

Textual and graphic content will be provided to the linking party, if necessary,
as a  computer-readable  file in a compatible  file format.  We will each retain
sole and exclusive right,  title and interest,  including but not limited to all
intellectual property rights in our respective trademarks and logos.

                               Your Compensation

     In return for your  participation  in the  Program,  NaviSite  will pay you
approximately  thirty  (30)  days  after  the end of each  calendar  quarter,  a
commission  equal to 10% of the  aggregate  amount  of all fees,  excluding  any
taxes,  actually  collected by NaviSite  during that quarter in connection  with
providing  standard  NaviSite  product and services (those on our Price List) to
each  customer  referred to us by your during the first twelve (12) month period
that NaviSite provides services to each such referred customer.  If we determine
that a customer referral is the result of your efforts combined with the efforts
of another  party,  we reserve the right to allocate a portion of the commission
to such other party in a  proportion  that we  determine  to be  equitable.  Our
decision  on the  allocation  of  commissions  will be final and  binding on all
parties  involved.  Additionally,  we will offer you a  discount  of 25% off the
standard list price of the first server hosted by NaviSite for your own use. Our
payment  obligations  are exclusive of, and you  shall be  responsible  for, all
sales,  use,  value-added,  privilege,  excise or similar duties or taxes levied
upon you.

                                  Termination

     Either of us may terminate  your  participation  in the Program at any time
upon  sixty (60)  days'  written  notice.  We will pay you  commissions  for any
customers you refer and who enter into an agreement with us to receive  NaviSite
products or  services  within  fifteen  (15) days of the  effective  date of the
termination of your  participation in the Program.  If you materially breach the
terms of the  Program,  you  will not be  entitled  to any  further  commissions
whether  earned  before,  on or after the date of such breach and  NaviSite  may
terminate your participation in the Program immediately.

                                 Miscellaneous

     The  terms  and  conditions  of  the  Alliance   Partner  Program  will  be
interpreted  and  governed  by the  laws of the  State  of  California,  without
reference to its conflict of law principles.  Our relationship  shall be that of
independent  contractors,  and nothing  contained  in this letter  shall for any
purpose  whatsoever  or in any  way or  manner  create  any  partnership,  joint
venture,  agency or other relationship  between us. Neither of us may assign our
rights relating to your  participation  in the Program without the other's prior
written consent, except to an entity which has succeeded to substantially all of
its business and assets to which the Program  relates,  and which has assumed in
writing or by operation of law its obligations relating to the Program.

<PAGE>


     We at NaviSite look forward to your participation in the Alliance Partner
Program and a long and mutually rewarding relationship with you.

                                                Very truly yours,

                                                Karen Schopp
                                                Channel Development Manager


Accepted and Agreed to:                         Authorized NaviSite Signature:

Date: 12/29/99                                  Date: 1-6-99
     --------------------------                      --------------------------


By: /s/ Jacob R. Miles                          By: /s/ Howard S. Brown
   ----------------------------                    ----------------------------

Name: Jacob R. Miles                            Name: Howard S. Brown
     --------------------------                      --------------------------

Title:   CEO                                    Title: DIR. OF SALES
      -------------------------                       -------------------------