EXHIBIT 10.30


                         ALLIANCE PARTNERING AGREEMENT

     This ALLIANCE  PARTNERING  AGREEMENT (the "Agreement"),  is entered into by
and between AKAMAI TECHNOLOGIES, INC., a Delaware corporation ("Akamai"), having
its  principal  place  of  business  as set  forth  on the  cover  page  of this
Agreement,  and URBAN COOL  NETWORK  INC. a  Delaware  corporation  ("Partner"),
having its  principal  place of  business as set forth on the cover page of this
Agreement, effective as of 12/30/99 (the "Effective Date").

                                   BACKGROUND

     Akamai  has  deployed  a  worldwide   network   dedicated  to  web  content
distribution  and developed  proprietary  technology to efficiently  deliver web
content from the Akamai network across the Internet.  Partner is in the business
of  providing  professional  services  to  businesses  that  require  assistance
identifying, developing and implementing Internet strategies. Akamai and Partner
desire  to enter  into  this  Agreement  whereby  Partner  will  facilitate  the
development  of business  relationships  with  potential  customers for Akamai's
FreeFlow and related services (the "Akamai  Services"),  and Akamai will provide
supplementary support to Partner in representing the Akamai Services.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained in this Agreement, and for other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  Akamai and Partner
agree as follows:

     1. AKAMAI  ACTIVITES  AND  OBLIGATIONS.  Akamai  shall place a hyperlink to
Partner's website presently located at www.urbancool.com ("Partner Website"). If
in the form of a logo  link,  such  link  shall be in the  form  and  format  of
Partner's  logo as provided to Akamai by Partner.  Akamai shall,  subject to the
availability of personnel and other resources,  provide (i) technical consulting
services to Partner,  including  general  training of Partner's sales staff with
respect to the  Akamai  products  and  services  and (ii)  sales,  marketing  or
promotional   literature,   brochures  and   documentation;   whitepapers;   and
presentations relating to the Akamai products and services.  Akamai's obligation
to provide technical  consulting services pursuant to this Section 1 relate only
to the  marketing  of  Akamai's  products  and  services.  Akamai  shall make no
representations  regarding  Partner or its business,  except as  explicitly  set
forth in this  Agreement or contained in the  marketing  literature  provided to
Akamai by Partner, without the prior written approval of Partner.

     2. PARTNER  ACTIVITIES AND OBLIGATIONS.  Partner shall place a hyperlink to
Akamai's website presently located at www.akamai.com  ("Akamai Website").  If in
the form of a logo link,  such link shall be in the form and format of  Akamai's
logo as  provided  to Partner by Akamai.  Partner  shall refer to Akamai any (i)
requests for or (ii) any offer to purchase or (iii)  orders for Akamai  products
or  services.  Partner  shall make no  representations  regarding  Akamai or its
business or the Akamai products and services,  except as explicitly set forth in
this Agreement or contained in the marketing  literature  provided to Partner by
Akamai, without the prior written approval of Akamai.

     3. AUTHORIZED  CONTACTS.  Akamai shall designate a dedicated contact person
(the "Akamai  Contact"),  who shall supervise all Akamai  activities  hereunder.
Akamai may change the Akamai  Contact from time to time upon  written  notice to
Partner. Partner shall designate an employee who shall be assigned by Partner to
coordinate  Partner's  involvement  in all  Partner  activities  hereunder  (the
"Partner  Contact").  Partner may change the Partner  Contact  from time to time
upon written notice to Akamai.

     4. OTHER AGREEMENTS OF THE PARTIES. Each party shall be responsible for any
and all expenses it incurs in connection with its performance of this Agreement,
unless otherwise expressly provided herein. All


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press releases, announcements and other forms of publicity made by either Akamai
or Partner concerning any joint activities or business relationships between the
parties must be mutually approved by the parties in writing, except as expressly
set forth  herein.  Partner  is not under any  obligation  to market  the Akamai
products and services on an exclusive  basis.  Either party may market and offer
its own or third party  products and services  (through any means) which are the
same as or similar to and which are competitive  with the other party's products
and services. The terms and conditions of the Confidential  Disclosure Agreement
executed by the  parties  and dated  12/30/99  shall be  incorporated  herein by
reference.

     5. TERM AND TERMINATION OF AGREEMENT. This Agreement shall become effective
as of the Effective Date and remain in full force and effect for an initial term
of one (1) year, unless terminated earlier as provided herein.  Either party may
terminate this Agreement for any reason on sixty (60) days written notice to the
other party.  This Agreement may be renewed for one or more  consecutive  annual
terms upon  mutual  written  agreement  of the parties no later than thirty (30)
calendar days prior to the expiration of the agreement  term then in effect.  In
the event this  Agreement  expires by lapse of time without  renewal as provided
above,  but the  parties  continue  to  operate  as if it were in  effect,  this
Agreement shall be deemed to have been renewed for a consecutive term of one (1)
year from the date of its expiration.

     6.   TRADEMARKS. Akamai hereby grants Partner a limited, worldwide,
non-exclusive, non-transferable, revocable license to utilize those Akamai
trademarks, logos, insignia, and symbols ("Akamai Marks") provided by Akamai in
a Akamai Link and otherwise on the Partner Website in the form and format
provided by Akamai in accordance with the terms hereof. Partner hereby grants
Akamai a limited, worldwide, non-exclusive, non-transferable, revocable license
to utilize those Partner trademarks, logos, insignia, and symbols (collectively,
the "Partner Marks") provided by Partner in a Partner Link and otherwise on the
Akamai Website in the form and format provided by Partner in accordance with the
terms hereof.

     7.   INDEMNIFICATION AND LIABILITY.

     7.1 Each party (the "Indemnifying  Party") agrees to indemnify,  defend and
hold the other party (the  "Indemnified  Party") and its  affiliates,  and their
respective officers,  directors, agents and employees, harmless from and against
any and all liabilities, damages, losses, expenses, claims demands, suits, fines
or judgments,  and costs and expenses  incidental thereto (including court costs
and reasonable  attorneys'  fees),  which may be suffered by,  accrued  against,
charged to or recoverable  from the Indemnified  Party or any of its affiliates,
or any of their respective officers, directors, agents or employees, arising out
of a claim either that the Akamai Services (in the case of Partner) or any other
materials  (tangible or intangible)  provided by the  Indemnifying  Party to the
Indemnified  Party  hereunder  or any  portion  or  use  thereof,  infringes  or
misappropriates any United States patent, copyright,  trade secret, trademark or
other  proprietary  right.  The  Indemnifying  Party's  duty  to  indemnify  the
Indemnified Party and its affiliates hereunder is subject to (i) the Indemnified
Party promptly notifying the Indemnifying  Party, in writing, of the suit, claim
or proceeding or a threat of suit,  claim or  proceeding;  (ii) at  Indemnifying
Party's  reasonable  request and expense,  the  Indemnified  Party providing the
Indemnifying Party with reasonable assistance for the defense of the suit, claim
or proceeding; and (iii) the Indemnifying Party having control of the defense of
any claim and all  negotiations  for  settlement or  compromise,  subject to the
Indemnified Party's approval, which may not be unreasonably withheld or delayed.
THE  PROVISIONS OF THIS SECTION 7 STATE THE SOLE AND EXCLUSIVE  OBLIGATIONS  AND
LIMITATION  OF LIABILITY OF EITHER PARTY FOR ANY PATENT,  COPYRIGHT,  TRADEMARK,
TRADE SECRET OR OTHER INTELLECTUAL  PROPERTY RIGHTS INFRINGEMENT AND ARE IN LIEU
OF ANY WARRANTIES OF NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED.

     7.2 EACH PARTY'S ENTIRE LIABILITY FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE
FROM ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT
OR TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR


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OTHERWISE, SHALL BE LIMITED TO DIRECT, PROVEN DAMAGES IN AN AMOUNT NOT TO EXCEED
TEN THOUSAND DOLLARS  ($10,000) PER INCIDENT AND TEN THOUSAND DOLLARS  ($10,000)
IN THE  AGGREGATE  FOR ALL SUCH CLAIMS,  EXCEPT THAT THIS  LIMITATION  SHALL NOT
APPLY TO EACH PARTY'S  INDEMNIFICATION  AND CONFIDENTIALITY  OBLIGATIONS.  IN NO
EVENT  SHALL  EITHER   PARTY  BE  LIABLE  TO  THE  OTHER  FOR  ANY   INCIDENTAL,
CONSEQUENTIAL,  OR ANY OTHER  INDIRECT LOSS OR DAMAGE,  INCLUDING  LOST PROFITS,
ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION RESULTING THEREFROM,  REGARDLESS
OF THE FORM OF ACTION,  WHETHER IN CONTRACT,  TORT (INCLUDING NEGLIGENCE) STRICT
LIABILITY OR OTHERWISE.

     8.  WARRANTY  DISCLAIMER.   NEITHER  PARTY  MAKES  ANY  REPRESENTATIONS  OR
WARRANTIES,  EITHER EXPRESS OR IMPLIED,  AND AKAMAI  SPECIFICALLY  DISCLAIMS ANY
IMPLIED WARRANTIES OF MERCHANTABILITY  AND FITNESS FOR A PARTICULAR PURPOSE WITH
RESPECT TO THE AKAMAI SERVICES.

     9.   MISCELLANEOUS.

     9.1  Independent  Contractor.   The  relationship  of  Akamai  and  Partner
established by this Agreement is that of  independent  contractors,  and nothing
contained  in this  Agreement  shall be  construed  to (i) give either party the
power to direct and control the  day-to-day  activities of the other;  (ii) deem
the parties to be acting as partners, joint ventures,  co-owners or otherwise as
participants  in a joint  undertaking;  or (iii) allow either party to create or
assume any obligation on behalf of the other party for any purpose whatsoever.

     9.2 Notices. Any notice required or permitted hereunder shall be in writing
and will be deemed  given when given or  deposited  in the mails or with  common
carriers.  All communications will be sent by mail, facsimile or electronic mail
to the receiving  party's contact person for notices listed on the cover page of
this Agreement.

     9.3  Assignment.  Partner  may not,  without the prior  written  consent of
Akamai,  assign this Agreement,  in whole or in part,  either  voluntarily or by
operation of law,  and any attempt to do so shall be a material  default of this
Agreement and shall be void.  Akamai's  rights and  obligations,  in whole or in
part, under this Agreement may be assigned or transferred by Akamai.

     9.4 Third Party Beneficiaries.  This Agreement is solely for the benefit of
the parties and their successors and permitted assigns,  and does not confer any
rights or penalties on any other person or entity.

     9.5 Governing  Law. This Agreement  shall be  interpreted  according to the
laws of the  Commonwealth of  Massachusetts  without regard to or application of
choice-of-law rules or principles.

     9.6 Entire  Agreement  and  Waiver.  This  Agreement  and the  Confidential
Disclosure  Agreement  executed by the parties  constitute the entire  agreement
between  Akamai and Partner  with respect to the subject  matter  hereof and all
other prior  agreements,  representations,  and  statement  with respect to such
subject matter are superceded hereby.

     9.7 Severability. In the event any provision of this Agreement is held by a
court of competent  jurisdiction  to be  unenforceable,  that  provision will be
enforced to the maximum extent  permissible  under applicable law, and the other
provisions of this Agreement will remain in full force and effect.

     9.8 Force Majeure.  If either party is prevented from performing any of its
obligations under this Agreement due to any cause beyond the party's  reasonable
control, including, without limitation, an act of God,


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fire, flood, explosion,  war, strike, embargo,  government regulation,  civil or
military  authority,  acts or omissions of  carriers,  transmitters,  providers,
vandals,  or  hackers  (a  "force  majeure  event")  the time  for that  party's
performance will be extended for the period of the delay or inability to perform
due to such  occurrence;  provided,  however,  that if a party suffering a force
majeure  event is unable to cure that event within  thirty (30) days,  the other
party may terminate this Agreement.

     9.9  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which, when so executed and delivered, shall be deemed an
original, and all of which shall constitute one and the same Agreement.

     9.10 Binding  effect.  This Agreement shall be binding upon and shall inure
to  the   benefit  of  the   respective   parties   hereto,   their   respective
successors-in-interest, legal representatives, heirs and assigns.

     9.11  Survival of  Obligations.  Sections 4.4 and 7 through 9 shall survive
any termination, cancellation or expiration of this Agreement for any reason.

     IN  WITNESS  WHEREOF,   each  of  the  parties,   by  its  duly  authorized
representative, has entered into this Agreement as of the Effective Date.

URBAN COOL NETWORK INC. (PARTNER)            AKAMAI TECHNOLOGIES, INC.

By: /s/ Jacob R. Miles                       By: /s/ Dennis J. Duckworth
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Name: Jacob R. Miles                         Name: Dennis J. Duckworth
     ----------------------------                 -----------------------------

Title: CEO                                   Title: Manager, Partner Programs
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