EXHIBIT 10.15

                     AFFILIATION AND CO-MARKETING AGREEMENT

         THIS AFFILIATION AND CO-MARKETING AGREEMENT (this "Agreement") is
effective as of the ___ day of May, 1999 (the "Effective Date") by and between
5th Avenue Channel Corp., a Florida corporation with its principal offices
located at 3957 N.E. 163rd Street, North Miami Beach, Florida 33160 ("5th
Avenue"), and KeyTrade, Inc., a Delaware corporation with its principal office
located at 534 Broadhollow Road, Suite 425, Melville, New York, 11747
("KeyTrade").

                              W I T N E S S E T H:

         WHEREAS, 5th Avenue owns and operates the 5thAvenueChannel.com Internet
site, which provides a variety of luxury lifestyle fashion and entertainment
content and markets related e-commerce products and services; and

         WHEREAS, KeyTrade owns and operates an online securities brokerage
service; and

         WHEREAS, 5th Avenue and KeyTrade desire to enter into a business
relationship pursuant to the terms and conditions of this Agreement to comarket
and promote each other's products and services through their respective Internet
sites and other marketing and broadcasting channels.

         NOW THEREFORE, in consideration of the foregoing recitals, the promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledges, the parties hereto, intending to be
legally bound, hereby agree as follows:

1. DEFINITIONS. The following terms, when used in this Agreement, shall have the
meanings indicated below:

         1.1 AFFILIATE means, with respect to any given Person, any other Person
directly or indirectly Controlling, Controlled by, or under common Control with,
such Person.

         1.2 BUSINESS DAY means a day that banks are open for business in North
Miami Beach, Florida.

         1.3 CONTROL over a Person means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities or other equity
interest, representation on its board of directors or body performing similar
functions, by contract or otherwise.

         1.4 DAMAGES means liabilities, damages, awards, settlements, losses,
claims and expenses, including reasonable attorney's fees and expenses and costs
of investigation.

         1.5 KEYTRADE CONTENT means the text, information, commentary, data,
images and any sound recordings that appear on KeyTrade's Internet Site.

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         1.6 KEYTRADE'S INTERNET SITE means the site located at
WWW.KEYTRADEONLINE.COM and any Mirror Site.

         1.7 INTELLECTUAL PROPERTY RIGHTS means any patent, design right,
copyright, trademark, service mark (and any application or registration
respecting the foregoing), database right, trade secret, know-how and/or other
present or future intellectual property right of any type, wherever in the world
enjoyable.

         1.8 LAWS means laws, regulations, rules or orders of any government,
administrative authority or court.

         1.9 MIRROR SITE means an Internet site which contains the exact form
and content (including identical pages) of another Internet site which (a) is
located at a different address from such other Internet site and (b) is created
for the purpose of improving performance and accessibility to such other site.

         1.10 PERSON means any individual, corporation, limited-liability
company, partnership, firm, joint venture, association, joint-stock company,
trust, or other entity or organization, including a government or political
subdivision or, an agency or instrumentality thereof.

         1.11 5TH AVENUE CONTENT means the text, information, data, images and
any sound recordings that appear on 5th Avenue's Internet Site.

         1.12 5TH AVENUE'S INTERNET SITE means the Internet site located at
www.5thAvenueChannel.com or any Mirror site.

2. AFFILIATION AND COMARKETING.

         2.1 KEYTRADE'S LICENSE TO LINK TO 5TH AVENUE'S INTERNET SITE. Subject
to the terms and conditions of this Agreement, 5th Avenue hereby grants to
KeyTrade during the term of this Agreement a non-exclusive, non-transferable
right to link KeyTrade's Internet Site to 5th Avenue's Internet Site such that
5th Avenue's Internet Site can be accessed by clicking on an identifier
appearing on KeyTrade's Internet Site. Except as set forth herein, no other
copying, dissemination, publication, display or distribution in any form of the
5th Avenue Content, in whole or in part, by KeyTrade is permitted without the
prior written consent of 5th Avenue. All other rights whatsoever, including
without limitation rights in respect of any other media, are expressly reserved
by 5th Avenue.

         2.2 5TH AVENUE'S LICENSE TO LINK TO KEYTRADE'S INTERNET SITE. Subject
to the terms and conditions of this Agreement, KeyTrade hereby grants to 5th
Avenue during the term of this Agreement a non-exclusive, non-transferable right
to link 5th Avenue's Internet Site to KeyTrade's Internet Site such that
KeyTrade's Internet Site may be accessed by clicking on an identifier appearing
on 5th Avenue's Internet Site. Except as set forth herein, no other copying,
dissemination, publication, display or distribution in any form of the KeyTrade
content, in whole or in part, by 5th Avenue is permitted without the prior
written consent of KeyTrade. All other rights whatsoever, including without
limitation rights in respect of any other media, are expressly reserved by
KeyTrade.



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         2.3 COLLABORATION AND MUTUAL APPROVAL OF LINKAGE. Each party's linkage
of its Internet site to the other party's Internet site will be in the form of
framing. The parties shall collaborate in the development of mutually acceptable
framing screen images and content, banner and other promotional messages and
joint home page images and content, and neither party shall commence its linkage
to the other party's Internet site until the other party has approved the form
and content of the foregoing images and content by indicating its written
approval on the printed screen images for same.

         2.4 EXCLUSIVE PROVIDERSHIP GRANTED TO KEYTRADE. 5th Avenue hereby
grants to Key Trade the right to be the exclusive provider of online brokerage
services on 5th Avenue's Internet Site for the period beginning on the Effective
Date and ending six (6) months thereafter (the "Exclusivity Period"), which
exclusivity may further extended by mutual agreement of the parties hereto.
Additionally, 5th Avenue agrees that it shall not accept or post advertisements
by securities brokerage firms other than KeyTrade during the Exclusivity Period,
and that if 5th Avenue launches its 5th Avenue Television Channel during the
Exclusivity Period, the foregoing exclusivity will be extended to apply to said
television channel as well.

         2.5 EXCLUSIVE PROVIDERSHIP GRANTED TO 5TH AVENUE. KeyTrade hereby
grants to 5th Avenue the right, during the term of this Agreement, to be the
exclusive provider of products and services on KeyTrade's Internet Site, with
the exception of securities brokerage services and related books and tapes.

         2.6 CO-MARKETING EFFORTS.

                  (a) 5TH AVENUE MARKETING EFFORTS. 5th Avenue agrees to
advertise the availability of KeyTrade's services to users of 5th Avenue's
Internet Site through e-mails to its subscribers, banner advertisements, and
through placement of KeyTrade logos on the home page and other sections of 5th
Avenue's Internet Site. The content of such advertising materials shall be
provided by KeyTrade, and shall be subject to the reasonable approval of 5th
Avenue. The frequency and quantity of such advertisements is specified in
Schedule 2 attached hereto.

                  (b) KEYTRADE MARKETING EFFORTS. KeyTrade agrees to advertise
the availability of 5th Avenue's products and services to users of KeyTrade's
Internet Site by including banner advertisements and other promotional messages
and 5th Avenue logos on the home page and other sections of KeyTrade's Internet
Site. Additionally, KeyTrade shall within thirty (30) days from the Effective
Date formulate a proposal to provide enhanced services, discounts and other
preferred benefits to subscribers to 5th Avenue's Internet Site, and shall
commence providing the items in such proposal upon approval by 5th Avenue. The
content of such advertising materials shall be provided by 5th Avenue and shall
be subject to the reasonable approval of KeyTrade. The frequency and quantity of
such advertisements is specified in Schedule 2 attached hereto.

                  (c) COLLABORATION IN DEVELOPMENT OF JOINT HOME PAGE. 5th
Avenue and KeyTrade shall collaborate in developing a joint home page to be
accessed by subscribers to 5th Avenue's Internet Site when seeking KeyTrade's
services.

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         2.7 COMPLIANCE AND RESTRICTIONS. Each party will operate its Internet
site and use the other party's Internet site in accordance with all applicable
Laws; display the other party's content in the exact form in which it is
received by the other party; and shall not modify or edit any of the other
party's content without the other party's prior written consent. In particular,
KeyTrade will ensure that KeyTrade's Internet Site is designed and operates in a
manner that complies with the provisions of this Agreement and Laws regulating
broker-dealers and securities.

         2.8 EDITORIAL CONTROL. Each party reserves to itself complete editorial
freedom in the form and content of its Site, and with respect to 5th Avenue, on
its television channel when launched, and may alter the same from time to time.

         2.9 WITHDRAWAL OF CONTENT. 5th Avenue may remove all or part of the 5th
Avenue Content if the provision of all or part of that 5th Avenue Content: (a)
becomes the subject of a claim that such content infringes the ownership rights
of any third person or that 5th Avenue otherwise does not have the right to
permit others to use such content; (b) depends on an agreement between 5th
Avenue and a third person, and that agreement is modified or terminated for any
reason or breached by the third person and as a result 5th Avenue is unable to
continue to provide all or part of the 5th Avenue content upon terms reasonably
acceptable to 5th Avenue; or (c) becomes illegal or contrary to any applicable
Law. 5th Avenue will make its best efforts to provide KeyTrade with notice of
any of the foregoing provisions.

3. TERM. This Agreement will take effect on the Effective Date and, unless
terminated earlier pursuant to Section 11, will have a term of two years from
the Effective Date. This Agreement shall be automatically renewed for successive
additional one-year terms unless either party provides written notice of
non-renewal to the other not less than 30 days prior to the end of the current
term.

4. BRANDING.

         4.1 NOTICES. Each party will maintain all copyright, trademark or other
proprietary notices or any credit-line on each screen that contains any
reference to the other party or its Internet site.

         4.2 BRANDING. Each Party will provide the other party with a graphics
file containing its logo. Unless otherwise agreed to in writing by the party
providing such logo will be inserted in every item referencing that party or its
Internet site in the exact form, and in the exact size that it is provided by
the party providing such logo.

         4.3 CROSS-LICENSE OF MARKS. Each party hereby grants to the other party
a non-exclusive, non-transfereable license throughout the Internet to use the
grantor party's trademarks and service marks identified in Schedule 2 attached
hereto and incorporated herein by this reference during the term of this
Agreement for site linking and marking pursuant to this Agreement.

         4.4 PROMOTION AND MARKETING. Neither party may make any statement
(whether oral or in writing) in any external advertising, marketing or promotion
materials regarding the other party's Internet site content without the prior
written consent of the other party, provided that


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<PAGE>

materials that are substantially identical to those previously approved need not
be submitted for re-approval.

         4.5 COOPERATION IN PREVENTING THIRD PARTY FRAMING. To the extent
technologically feasible, neither shall permit any third party Internet site or
on-line service to link by framing either party's Internet Site such that either
party's Internet site or content appears on the same screen as such third
party's Internet site or on-line service. To the extent that it is not
technologically feasible to prevent such framing, the parties shall cooperate in
causing such third party to cease and desist from such framing.

5. OWNERSHIP OF INTELLECTUAL PROPERTY OWNERSHIP OF INTELLECTUAL PROPERTY. Title
to the Intellectual Property Rights relating to 5th Avenue's Internet Site and
any materials supplied by 5th Avenue to KeyTrade under this Agreement, whether
relating to developments by 5th Avenue independently or as a result of
collaborative efforts with KeyTrade pursuant to this Agreement, shall remain
with 5th Avenue at all times, and to the extent developed by KeyTrade, shall be
deemed a "work made for hire" under copyright law. To the extent not deemed a
work made for hire, KeyTrade hereby assigns and agrees to assign through
appropriate instruments all its right, title and interest in and to such
Intellectual Property Rights to 5th Avenue. Title to the Intellectual Property
Rights relating to KeyTrade's Internet Site and any materials supplied by
KeyTrade to 5th Avenue under this Agreement, whether relating to developments by
KeyTrade independently or as a result of collaborative efforts with 5th Avenue
pursuant to this Agreement, shall remain with KeyTrade at all times, and to the
extent developed by 5th Avenue, shall be deemed a "work made for hire" under
copyright law. To the extent not deemed a work made for hire, 5th Avenue hereby
assigns and agrees to assign through appropriate instruments all its right,
title and interest in and to such Intellectual Property Rights to KeyTrade.

6. FEES AND OTHER COMPENSATION.

         6.1 FEE. KeyTrade will pay the monthly fee in accordance with the
payment schedule set forth in Schedule 1. Partial months shall be prorated based
on calendar days.

         6.2 ISSUANCE OF KEYTRADE COMMON STOCK. As additional consideration for
5th Avenue's promotional services under this Agreement, KeyTrade shall cause
certain of its principal shareholders to transfer to 5th Avenue an aggregate of
500,000 shares of KeyTrade's common stock $___ par value per share, 200,000
shares from Mr. Glenn Lanaia, and 100,000 shares from each of Michael Lake,
Salvatore Marasa and Anthony Imbo. The issuance of such shares shall occur in
equal quarterly installments of 62,500 shares during the initial term of this
Agreement, with the first installment to be issued on the Effective Date. Such
shares will bear a customary restrictive legend stating that they may not be
transferred without having been registered or there being an exemption from such
requirement. In the event that this Agreement is terminated prior to the
expiration of the Initial Term due to a breach by 5th Avenue, then the next
quarterly installment of shares to be issued shall be issued on a prorated basis
based on the fraction of calendar days elapsed in such quarter.



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<PAGE>

         6.3 LATE PAYMENTS. Time of payment is of the essence under this
Agreement. All amounts owed hereunder not paid when due and payable will bear
interest from the date such amounts are due and payable at the lesser of (a) 1.5
percent per month and (b) the maximum allowable rate of interest in the State of
Florida for transactions between sophisticated commercial parties.

         6.4 TAXES. In addition to the amounts set forth above, KeyTrade will
pay to 5th Avenue or to the relevant taxing authority, as appropriate, any
applicable sales, use, goods and services, value added or other taxes payable
under this Agreement (other than taxes levied or imposed on 5th Avenue income).
In all cases, the amounts due under this Agreement will be paid by KeyTrade to
5th Avenue in full without any right of set-off or deduction.

7. CONFIDENTIALITY. Each party acknowledges that it has or may, during the
course of this Agreement received information relating to the other party, its
assets, operations, clients, and past, present, and future businesses, including
but not limited to developments, technical data, specifications, designs, ideas,
product plans, research and development, personal information, financial
information, customer lists, business methods and operations, and marketing
programs, all of which are proprietary exclusively with such other party and
involve trade secrets, know-how, techniques, and combinations of known
information of a character regarded by such party as confidential (collectively,
"Confidential Information"). Each party acknowledges that all of the other
party's Confidential Information is material and confidential and greatly
affects the goodwill and the effective and successful conduct of such other
party and its businesses and operations, and that maintaining confidentiality of
the Confidential Information is reasonably necessary to protect the legitimate
business interests of such other party. Accordingly, each party hereby agrees to
receive all such Confidential Information in strict confidence and that neither
it nor any of its officers, directors, representatives, employees or agents
(including any consultants, subcontractors or advisors) shall, at any time,
directly or indirectly, divulge, reveal or communicate to any third party the
terms of this Agreement or any Confidential Information to any person, firm,
corporation or entity whatsoever, or use, pursue or exploit any Confidential
Information for its own benefit or for the benefit of others. Each party agrees
that, upon demand of the other party, it and its officers, directors,
representatives, employees or agents (including any consultants or advisors)
shall immediately return to such other party all tangible material pertaining to
Confidential Information in its possession or control. Each party shall disclose
and enforce in writing the confidentiality provisions of this Agreement with all
its officers, directors, representatives, employees or agents (including any
consultants, subcontractors or advisors).

8. LIMITATION OF LIABILITY.

         8.1 FORCE MAJEURE. Neither party will be liable for any failure to
perform any obligation (other than payment obligations) hereunder, or from any
delay in the performance thereof, due to causes beyond its control, including
industrial disputes of whatever nature, acts of God, public enemy, acts of
government, failure of telecommunications, fire or other casualty.

         8.2 EXCLUSION OF WARRANTIES. EXCEPT AS EXPRESSLY STATED IN THIS
AGREEMENT, THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS
RELATING TO THIS AGREEMENT OR EITHER PARTY'S INTERNET SITE OR PERFORMANCE
HEREUNDER. EACH PARTY EXPRESSLY


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DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND MADE BY EITHER PARTY WITH RESPECT TO ITS INTERNET SITE, PRODUCTS OR
SERVICES.

         8.3 LIMITATION OF LIABILITY. Under no circumstances will either party,
its Affiliates, or their respective officers, directors and employees be liable
to the other party for any indirect, incidental, special or consequential
damages, including lost profits regardless of whether such damages could have
been foreseen or prevented. Notwithstanding any provision contained herein to
the contrary, in no event will the aggregate liability of 5th Avenue or its
Affiliates, or their respective officers, directors and employees to KeyTrade or
to any third person for Damages, direct or otherwise, arising out of or in
connection with this Agreement exceed the total amount of Fees actually paid to
5th Avenue during the 12 months immediately prior to the date on which the
alleged damages were claimed to have been incurred, regardless of the cause or
form of action.

9. REPRESENTATIONS AND WARRANTIES.

         9.1 Each of KeyTrade and 5th Avenue hereby represents and warrants to
the other, as to itself and its own actions in entering into this Agreement, as
of the date hereof, that: (a) it is a corporation duly organized and validly
existing under the laws of its jurisdiction of incorporation and has all
corporate powers and all material governmental licenses, authorizations,
permits, consents and approvals required to carry on its business as now
conducted; (b) the execution, delivery and performance by it of this Agreement
are within its corporate powers and have been duly authorized by all necessary
corporate action on its part; (c) this Agreement constitutes a valid and binding
agreement of it enforceable against it in accordance with its terms, except as
(i) the enforceability hereof and thereof may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (ii) the availability of equitable remedies may
be limited by equitable principles of general applicability; (d) the execution,
delivery and performance of this Agreement by it require no action by or in
respect of, or filing with, any governmental body, agency or official; (e) the
execution, delivery and performance of this Agreement by it does not and will
not (i) violate its organizational documents, (ii) violate any applicable Law,
judgment, injunction, order or decree, or (iii) require any notice or consent or
other action by any person under, constitute a default under, or give rise to
any right of termination, cancellation or acceleration of any right or
obligation of it or to a loss of any benefit to which it is entitled under, any
agreement or other instrument binding upon it or any license, franchise, permit
or other similar authorization held by it; (f) there are no actions, suits,
claims, investigations or legal, or administrative or other proceedings pending
or to its knowledge threatened, which relate to its business, Internet site,
content or conduct, or alleging infringement by it of any third party's
Intellectual Property Rights.

                  Further, KeyTrade represents, warrants and covenants to 5th
Avenue that it has and will maintain all necessary licenses, permits and
approvals to operate an online brokerage service through the Internet, and that
KeyTrade and KeyTrade's Internet Site complies with and will at all times during
the term of this Agreement comply with all applicable securities and other Laws.

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<PAGE>

10. INDEMNIFICATION.

         10.1 INDEMNIFICATION BY KEYTRADE. KeyTrade will indemnify and hold 5th
Avenue and its Affiliates and their respective officers, directors and employees
harmless from and against any and all Damages resulting from or arising out of
(a) KeyTrade's Internet Site or any other activities of KeyTrade, including
infringement of any third person Intellectual Property Rights or violation of
any Law, including securities laws; (b) any misrepresentation or breach of
representation or warranty of KeyTrade contained herein; or (c) any breach of
any covenant or agreement to be performed by KeyTrade hereunder.

         10.2 INDEMNIFICATION BY 5TH AVENUE. 5th Avenue will indemnify and hold
KeyTrade and its Affiliates and their respective officers, directors and
employees harmless from and against any and all Damages resulting from or
arising out of (a) claims that 5th Avenue's Internet Site infringes any third
party's Intellectual Property Rights; provided, that (i) the relevant claim does
not arise from any modification to the 5th Avenue Content or 5th Avenue
tradenames or service marks made by KeyTrade or any person receiving the 5th
Avenue Content through KeyTrade; (ii) if the claim is based upon 5th Avenue
Content obtained from a third party provider, 5th Avenue's only obligation to
the KeyTrade will be to assign to the KeyTrade the indemnity, if any, which 5th
Avenue received from the third party provider, if such indemnity is assignable;
(b) any misrepresentation or breach of representation or warranty of 5th Avenue
contained herein; or (c) any breach of any covenant or agreement to be performed
by 5th Avenue hereunder.

         10.3 NOTICE OF INDEMNIFICATION. A party seeking indemnification
pursuant to this Section 10 (an "Indemnified Party") from or against the
assertion of any claim by a third person (a "Third Person Assertion") will give
prompt notice to the party from whom indemnification is sought (the
"Indemnifying Party"); provided, however, that failure to give prompt notice
will not relieve the Indemnifying Party of any liability hereunder (except to
the extent the Indemnifying Party has suffered actual material prejudice by such
failure).

         10.4 ASSUMPTION OF DEFENSE. Within 5 Business Days of receipt of notice
from the Indemnified Party pursuant to Section 10.3, the Indemnifying Party will
have the right, exercisable by written notice to the Indemnified Party, to
assume the defense of a Third Person Assertion. If the Indemnifying Party
assumes such defense, the Indemnifying Party may select counsel, which counsel
will be reasonably acceptable to the Indemnified Party.

         10.5 FAILURE TO DEFEND. If the Indemnifying Party (a) does not assume
the defense of any Third Person Assertion in accordance with Section 10.4; (b)
having so assumed such defense, unreasonably fails to defend against such Third
Person Assertion; or (c) has been advised by the written opinion of counsel to
the Indemnified Party that the use of the same counsel to represent both the
Indemnifying Party and the Indemnified Party would present a conflict of
interest, then, upon 5 days' written notice to the Indemnifying Party, the
Indemnified Party may assume the defense of such Third Person Assertion. In such
event, the Indemnified Party will be entitled under this Section 10 as part of
its Damages to indemnification for the costs of such defense.

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<PAGE>

         10.6 SETTLEMENT. The party controlling the defense of a Third Person
Assertion will have the right to consent to the entry of judgment with respect
to, or otherwise settle, such Third Person Assertion with the prior written
consent of the other party, which consent will not be unreasonably withheld;
provided, however, that such other party may withhold its consent if any such
judgment or settlement imposes a monetary obligation on such other party that is
not covered by the indemnification, imposes any material non-monetary
obligation, or does not include an unconditional release of such other party and
its Affiliates from all claims of the Third Person Assertion.

         10.7 PARTICIPATION. The Indemnifying Party and the Indemnified Party
will cooperate, and cause their respective Affiliates to cooperate, in the
defense or prosecution of any Third Person Assertion. The Indemnifying Party or
the Indemnified Party, as the case may be, will have the night to participate,
at its own expense, in the defense or settlement of any Third Person Assertion.

11. TERMINATION.

         11.1 GROUNDS FOR TERMINATION. In addition to any other remedy available
at law or in equity, either party may terminate this Agreement immediately,
without further obligation to the other party in the event of: (i) any breach of
this Agreement by the other party that is not remedied within 30 days' notice of
such breach in writing, or (ii) the other party's making an assignment for the
benefit of its creditors, the filing of a voluntary or involuntary petition
under any bankruptcy or insolvency law, under the reorganization or arrangement
provisions of the United States Bankruptcy Code, or under the provisions of any
law of like import in connection with the other party, or the appointment of a
trustee or receiver for the other party or its property.

         Either party may terminate this Agreement upon thirty (30) days written
notice to the other party if it reasonably disapproves of the quality, tone or
style of the other party's Internet site, or any content contained or service
provided thereon, unless representatives of 5th Avenue and KeyTrade are able to
resolve such issues during such 30 day period. The parties may also terminate
this Agreement at any time by mutual agreement.

         11.2 OBLIGATIONS UPON TERMINATION. Promptly upon termination of this
Agreement for any reason, each party will disable or otherwise discontinue the
linkage of its Internet site to the other party's Internet site and cease all
promotional efforts or any other references relating to the other party.

12. GENERAL.

         12.1 NO AGENCY. The parties hereto shall at all times be independent
contractors and shall so represent themselves to all third parties. The parties
hereto acknowledge and agree that this Agreement is intended to create and
further a cooperative business alliance relationship, but neither party has
granted to the other the right to bind it in any manner or thing whatsoever and
nothing herein shall be deemed to constitute either party the agent or legal
representative of the other nor to legally constitute the parties as partners,
agents or joint venturers of one another.

         12.2 ASSIGNMENT; BINDING NATURE. Neither party may assign this
Agreement or any of its respective obligations hereunder to any third party or
entity, and this Agreement may not be


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involuntarily assigned or assigned by operation of law without the prior written
consent of the other party, which consent shall not be unreasonably withheld.
Any attempted assignment in contravention of this Agreement shall be null and
void as to the alleged assignor and assignee. The provisions hereof shall be
binding upon and inure to the benefit of the parties, their successors and
permitted assigns.

         12.3 INSURANCE. Each party shall maintain insurance naming the other
party hereto as an additional insured and shall include errors and omissions
liability, products and intellectual property infringement liability coverage,
with limits of at least one million dollars ($1,000,000).

         12.4 PRESS RELEASES. Neither party will make or issue any external
press statement regarding the terms of this Agreement or the parties'
relationship hereunder unless (a) it has received the express written consent of
the other party, which will not be unreasonably withheld or (b) it is required
to do so by Law.

         12.5 ENTIRE AGREEMENT. This Agreement and any and all addenda,
schedules or exhibits attached hereto represent the entire agreement of the
parties regarding the subject matter hereof. There are no other oral or written
collateral representations, agreements, or understandings regarding the subject
matter hereof.

         12.6 NOTICES. All notices, requests and other communications to any
party hereunder will be in writing (including facsimile transmission or similar
writing) and will be given to such party at its address set forth below or at
such other address as such party may hereafter specify for such purposes. Each
such notice, request or other communication will be effective three days after
mailing 1st class mail through the U.S. Postal Service, or one day after being
sent by overnight courier service for next day delivery.

         12.7 HEADINGS. The section and subsection headings contained in this
Agreement are for purposes of convenience and reference only, and shall not
affect in any way the meaning or interpretation of this Agreement.

         12.8 GOVERNING LAW; PREVAILING PARTY RECOVERY. This Agreement shall be
governed by the laws of the State of Florida without application of conflicts of
law principles, and any action taken by any party resulting from a dispute
regarding the terms of this Agreement shall be heard exclusively in the local
Federal or State courts in the venue of Miami-Dade County, Florida and the
parties hereto consent to personal jurisdiction in such forum. If either party
hereto is required to engage in litigation against the other party hereto,
either as plaintiff or as defendant, in order to enforce or defend its rights
under this Agreement, and such litigation results in a final judgment in favor
of such party (the "Prevailing Party"), then the party against whom said final
judgment is obtained shall reimburse the Prevailing Party for all direct,
indirect and incidental expenses incurred, including, but not limited to, all
attorney's fees, court costs and other expenses incurred throughout all
negotiations, trials or appeals undertaken in order to enforce the Prevailing
Party's rights hereunder.

         12.9 AMENDMENTS; WAIVERS. This Agreement may not be amended, modified
or superseded, unless expressly agreed to in writing by both parties. No
provision of this Agreement may be waived except by an instrument in writing
executed by the party against


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whom the waiver is to be effective. The failure of either party at any time or
times to require full performance of any provision hereof will in no manner
affect the right of such party at a later time to enforce the same.

         12.10 SEVERABILITY. If any provision or term of this Agreement is held
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remainder of this Agreement will not be affected.

         12.11 SURVIVAL. The provisions of Sections 6,7, 8, 9, 10, 11.2 and 12
disclaimers of this Agreement will survive the termination of this Agreement.

         12.12 FURTHER ASSURANCES. The parties hereto agree to execute and
deliver such further instruments and do such further acts and things as may be
reasonably necessary or required to carry out the intent and purposes of this
Agreement.

                                       5th Avenue Channel Corp.


                                       By: /s/ MELVIN ROSEN
                                          --------------------------
                                       Name: Melvin Rosen
                                            ------------------------
                                       Title:
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                                       KeyTrade, Inc.


                                       By:
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                                       Name:
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                                       Title:
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