Exhibit 4.6

                               FINANCING AGREEMENT

THIS  AGREEMENT,  dated  for  reference  January  25,  2001,  is  among  Iwasaka
Investments Limited of, 12th Floor, 11 Duddel Street,  Central, Hong Kong (IIL),
and Shane Hackett (the Principal) and Hackett Media, Inc. (H.M.I.).

WHEREAS,  IIL has agreed to  organize up to a 2.5  million  financing  of H.M.I.
through a company publicly traded, and the Shareholders of H.M.I. have agreed to
exchange  all of their  shares in H.M.I.  for shares in the new  public  company
("Parent").

FOR  VALUABLE   CONSIDERATION,   the  receipt  and   sufficiency  of  which  are
acknowledged, the parties agree to the following:

INTERPRETATION

     1.   The definitions in the recital are part of this agreement

     2.   In this agreement:

          a.   "Acquisition Agreement" means the acquisition attached as Exhibit
               A.
          b.   "Acquisition  shares"  means  13,527,950  of the Parent shares as
               defined in the Acquisition Agreement.
          c.   "Business   Plan"  means  the   business   plan  of  the  H.M.I.,
               shareholders dated as of January 1, 2001.
          d.   "Closing"  means  February 1, 2001,  or later date in  accordance
               with the terms of this agreement.
          e.   "Escrow Agent" means 3rd party escrow for the H.M.I. shareholders
               shares
          f.   "Financial  Statements" means the  management-prepared  financial
               statements  of  H.M.I.  dated  December  31,  2000,  prepared  in
               accordance  with  accounting  principles and practices  generally
               accepted in the United States.
          g.   "Financing"  means 2.5  million  dollars for the  development  of
               H.M.I.  as described in the Business Plan and for the development
               of H.M.I.
          h.   "Parent"  means a company  whose  shares are quoted and  publicly
               traded.
          i.   "Principals'  Shares"  means the  Principals  entire  interest in
               H.M.I.
          j.   "Restricted  Shares" means 5,000,000  common shares of the Parent
               owned by principals  subject to the trading  restrictions of Rule
               144 and escrow.
          k.   "Rule 144" means Rules 144 of the United States securities Act of
               1933.
          l.   "Term" means thirty six months from Closing.  m. "$" means United
               States dollars.

TERMS AND CONDITIONS OF THE FINANCING

The Parent



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     3.   I.I.L. will organize the Parent for the purpose of this agreement, and
          will  ensure  that the  Parent has an  authorized  capital of at least
          20,000,000  shares,  has  no  liabilities  or  potential   liabilities
          exceeding  $5,000  dollars,  and is in good  standing in, and complies
          with the laws of its incorporation jurisdiction.

     4.   The Parent will have approx.  15.5 million shares outstanding when the
          reorganization  is completed,  not accounting for the finance  shares.
          IIL will  arrange to have the  Restricted  Shares  transferred  to the
          parties set out in Exhibit B of this Agreement.

     5.   The parent will  change its name  following  the Closing to H.M.I.  or
          other name adopted by Parent's Board of Directors.

     6.   The parent must apply to Standard and Poor's for a manual exemption as
          soon as possible if applicable.

Advancing and Financing

     7.   I.I.L.  will provide equity capital by arranging for  subscriptions to
          the finance shares at a price of $.50 per share using only  accredited
          investors.

     8.   I.I.L.  will arrange for the Financing to be advanced to the Parent in
          the minimum  increments  set out in Table 1. The Parent will issue the
          appropriate  number  of  Shares  as each  stage  of the  Financing  is
          completed.

          100,000 February 15, 2001  (Loan) can convert to common @.50 per share
          150,000 March 30, 2001     (Loan) at lenders diccression

          Table No. 1                             Table No. 2
          100,000 April 30th 2001                 1,500,000 per expansion
          100,000 May 30th 2001                   needs based on review of
          100,000 June 30th 2001                  H.M.I.'s performance and
          100,000 July 30th 2001                  on a best efforts basis
          100,000 August 30th 2001
          100,000 September 30th 2001
          100,000 October 30th 2001
          50,000 November 30th 2001

          TOTAL 1,000,000


     9.   If the closing is  delayed,  then each date of  forwarding  capital in
          Table 1 is delayed by the same number of days,  and the payment due on
          Closing is due three business days after the Closing.

     10.  The  Company  will give  I.I.L.  the right of  refusal  to  provide an
          additional three million dollars of Financing at 1/3 of the prevailing
          market  price for a term of two  years.  If more  than that  amount of
          financing is needed, the Company will give a


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<PAGE>


          written  notice of the terms and  conditions of its  requirements  and
          it's  proposed use of proceeds at least two months  before it requires
          the  financing  I.I.L.  must notify the Company in writing  within two
          weeks of its  receipt of the  Company's  notice  whether it intends to
          exercise  its right to  provide  the  financing.  This  right of first
          refusal ends if I.I.L. refuses to provide a specific financing.

     11.  Should the forwarding of capital,  as described in table 1, be delayed
          I.I.L.  must notify H.M.I. in writing two weeks prior to the due date.
          If H.M.I.  has not  received  the capital per schedule two weeks after
          due date, as described in table 1, it will be considered in accordance
          with this  agreement a breech of the agreement and shall revoke I.I.L.
          first right of refusal.

INVESTOR RELATIONS

     12.  I.I.L.  will conduct the Parent's investor and public relations during
          the Term under a Consulting Agreement to be mutually agreed upon.

     13.  The Principals will make themselves  available to appear on reasonable
          notice before  investment  groups in North  America,  Europe and Asia,
          will provide the  information  and material that the  Financing  Group
          requests during the Term.

DIRECTORS AND OFFICERS OF THE PARENT

     14.  The  Principal,  namely Shane  Hackett,  will become a director of the
          parent, and will hold the offices indicated as of the Closing day. The
          principals  will  add the  appropriate  person(s)  at the  appropriate
          time(s) to the Board of Directors by mutual consent.

     15.  Until H.M.I. becomes profitable, principal's salaries shall not exceed
          $120,000 for Shane Hackett and $80,000 for all other  officers for the
          first  year,  and will  increase  by no more than 10% of total  H.M.I.
          gross revenues at the end of the first and second year.  Hackett shall
          receive 3 years employment agreement attached.

     16.  As  conditions  precedent to the advancing of the Financing as set out
          in table 1

          a.   H.M.I.  will  deliver  true  copies of its charter  documents  to
               I.I.L.

          b.   H.M.I. and Principal will sign the Acquisition  Agreement and the
               Principals will deliver the Principals' Shares and I.I.L.  Shares
               to the Escrow Agent,  duly endorsed for transfer to the parent in
               accordance  with the terms of this agreement and the  Acquisition
               Agreement.

          c.   H.M.I.  will deliver the  Restricted  Shares and the  Acquisition
               Shares to the Escrow  Agent,  duly  endorsed  for transfer to the
               Parent in accordance with terms of this agreement found under the
               heading "Share Transfer."

          d.   The representations and warranties of the Principals must be true
               and correct in all material respects.


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THE SHARE TRANSFER

     17.  As  consideration  for the Principals'  making this agreement,  I.I.L.
          will arrange for the Restricted  Shares to be transferred to the order
          of the Principals,  when the Principals' Shares are transferred to the
          Parent.  The  Principals  will instruct the Escrow Agent in writing of
          the names of the transferees to receive the Restricted Shares.

     18.  The Escrow Agent will  deliver the  Principals  5, million  Restricted
          Shares,  owned by the principals,  as indicated of which 2.5,  million
          will be held in escrow per the following schedule:

          2,500,000 shares released at closing for Principals;

          1,000,000 shares released when H.M.I. reaches sales of 7 million;

          1,000,000 shares released when H.M.I. reaches sale of 14 million; and

          500,000 shares released when H.M.I. reaches sales of 21 million.

     19.  H.M.I.  will make the  corporate  changes  necessary to complete  this
          agreement and the Acquisition Agreement, if the forms of the corporate
          organizations  do  not  permit  the  transfers  contemplated  by  this
          agreement and the Acquisition Agreement.

POSITIVE COVENANTS

     20.  During the Term, the parent, H.M.I. will;

          a.   Maintain their corporate existence,

          b.   Conduct  their  business  in a prudent,  reasonable  and  ethical
               businesslike  manner in accordance with good business  principles
               and practices,  prudently  manage their cash resources,  and keep
               proper books or account in  accordance  with  generally  accepted
               accounting principles and practices.

          c.   Deliver  to  I.I.L.  at the end of each  month a  written  report
               describing  any  strategic  or  material   modifications  of  the
               Business  Plan,  which  I.I.L.  agrees not to disclose to a third
               party without the prior authorization of H.M.I.

          d.   Deliver  to  I.I.L.  by the  twentieth  day of each  month  their
               consolidated   financial  statements  for  the  preceding  month,
               consistence  of  a  balance   sheet,   statement  of  operations,
               statement of changes in shareholders'  equity,  statement of cash
               flow,  and notes to the  financial  statement,  all  prepared  in
               accordance with the accounting principles and practices generally
               accepted in the United States and

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          e.   I.I.L.   will  be  granted  the   privilege  of  hiring   outside
               bookkeeping  services if mutually agreed to by the board and will
               bear the cost of such services.

          f.   Deliver to I.I.L. any other information,  which I.I.L. reasonably
               requests.

THE PRINCIPALS

     21.  In the capacity of officers and directors the Principals  will, at all
          times use their best efforts during the currency of the agreement;

          a.   devote  their best  efforts  to the  business  of H.M.I.  and the
               Parent as full time employees,

          b.   ensure that all of H.M.I.  assets and  liabilities are limited to
               H.M.I.  and that  the  parent  has no  liabilities  or  potential
               liabilities   except  those  that  relate  to  the  Parent's  own
               administration  and the  liabilities  that the parent must assume
               under this agreement, and

          c.   if the  principals  are directors of the parent,  ensure that the
               parent  does  everything  that  it  is  rightfully  and  lawfully
               obligated to do under this agreement.

     22.  Neither H.M.I. nor Parent during the Term, without the written consent
          of I.I.L. will;

          a.   authorize  the  issuance  of or issue any of its  shares or other
               securities except those authorized by this agreement,

          b.   authorize any changes to the Parent's charter documents.

          c.   Cause any of its assets to be encumbered in excess of $250,000 as
               required by corporate leases etc.

          d.   Grant any options to directors,  officers and employees  that may
               be  exercised  during the Term  without  the  written  consent of
               I.I.L.

REPRESENTATIONS AND WARRANTIES

I.I.L.

     23.  I.I.L.  represents  and  warrants  that  it  has  the  experience  and
          expertise  required to negotiate  and finalize  the  Financing  and to
          perform the Consulting Agreement.

     24.  The principals represent and warrant that:

          a.   Nothing in the Business Plan is  proprietary to any other person,
               and the  principal's  expertise and services to either H.M.I.  or
               the  parent  are not an  infringement  of  intellectual  property
               rights owned by any person or company.


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<PAGE>


          b.   The business Plan truly and  accurately  reflects the business of
               H.M.I. and the intention of the Principals.

     25.  The  Principals  represent  and warrant that they own the  Principals'
          Shares  free of any claim by any person and have the right to transfer
          them as described  in this  agreement  and have not granted  rights to
          acquire additional  interest in H.M.I. to any other person or company.
          I.I.L.  will  provide  H.M.I.  with a  written  monthly  report on the
          progress of Company share  issuance and purchases as it is relative to
          H.M.I.

THE PRINCIPALS

H.M.I.

     26.  H.M.I. represents and warrants that:

          a.   It is a company  formed  and in good  standing  under the laws of
               Florida.

          b.   The only  persons  with any  interest  or  potential  interest in
               H.M.I.  are the Principals,  and no person has a right to acquire
               an interest that is outstanding.

          c.   It has the legal  capacity and authority to make and perform this
               agreement.

          d.   Will conduct no other business.

          e.   No claims  against it or any of its  members are before any court
               or regulatory authority, or are pending or threatened,  and it is
               not aware of any ground for any claim that might succeed.

OTHER PROVISIONS

     27.  The Principals and H.M.I. acknowledge that this agreement was prepared
          for them,  and that it may  contain  terms and  conditions  onerous to
          them.  They  expressly  acknowledge  they  have had  adequate  time to
          thoroughly review this agreement,  and to seek and obtain  independent
          legal  advice,  and they  represent  that they have in fact sought and
          obtained independent legal advice and are fully satisfied with all the
          terms and conditions of this agreement.

     28.  The Parent will pay out of the proceeds of the Financing all-legal and
          other  costs in  connection  with the  making  and  performing  of the
          Agreement.

     29.  This is the  entire  agreement  among the  parties  and  replaces  any
          earlier understandings and agreements  whatsoever,  whether written or
          oral.

     30.  Time is of essence of this agreement.


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     31.  This  agreement  is  governed  by the laws of  California  and must be
          litigated in the courts of California.

     32.  Any notice that must be given or delivered  under this  agreement must
          be in writing, and delivered by hand to the address, or transmitted by
          fax to the fax number given for the party on page 1. Further, any such
          notice is deem3ed to have been received when it is either delivered by
          hand or transmitted  by fax,  unless the delivery or  transmission  is
          made after 4:00 p.m. or on a non-business day where it is received, in
          which case it is deemed to have been  delivered or  transmitted on the
          next business day. Any payments of money must be delivered by hand, or
          wired as instructed in writing by the receiving party. Any delivery of
          anything,  other than  written  notice or money,  must be delivered by
          hand receiving party's address.

     33.  Neither the  Principals  nor H.M.I.  may assign this  agreement or any
          part thereof to another party.

     34.  Any amendment to this  agreement  must be in writing and signed by the
          parties.

     35.  This  agreement  ensures to the  benefit of, and binds the parties and
          their respective successors, heirs and permitted assignees.

     36.  No  failure  or delay by I.I.L.  in  exercising  any right  under this
          agreement  operates  as a  waiver  of the  right.  Rights  under  this
          agreement  are  cumulative,  and do not  preclude  I.I.L.  from either
          relying on or enforcing any legal or equitable right or remedy.

     37.  If any provision of this agreement is illegal or  unenforceable  under
          any  given  law,  the  remaining  provisions  remain  legal  and fully
          enforceable.

     38.  This  agreement  may be signed on  counterparts  and  delivered to the
          parties via fax,  and the  counterparts  together are deemed to be one
          original document.


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          The Parties' signatures below are evidence of their agreement.





          /s/ M. Yussuf                      /s/ Shane Hackett
          Iwasaka Investments                Hackett Media, Inc.
          Limited                            Shane Hackett
          Muhammad Yussuf


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-Exhibit `B'

Lytec Systems Inc
Suite 103, Beaumont House, Baystreet, Nassau, Bahamas

Colt Holdings Limited
DeCastro Street, Road Town Tortola, British Virgin Islands

Bowater Trading Limited
32 Butterfield Square, Providenciales, Turks and Caicos Islands

Blackstone Management Inc
P.O. Box 1572, Georgetown, Capital Place, Grand Cayman, Cayman Islands

Saxton Corp
International Commercial Centre, Casemates Square, Gibralta

Mahindra and Mahindra Limited
24 Raffles Place, 26-04 Clifford Centre, Singapore 048621

Aerodata Networks Ltd
Happy World House, sir William Newton Street, Port Lewis, Republic of Mauritius

Minoan Shipping Limited
84 Kolokotroni Street, 18535 Piraeus, Greece

Khan Metals and Sundries Limited
P.O. Box 12965, Kampala Uganda

Far Horizon Enterprises Ltd.
Level 23, CP Tower, 313 Silom Road, Bangkok, 10500 Thailand

Stanley Management Limited
Level 23, CP Tower, 313 Silom Road, Bangkok, 10500 Thailand

Ripley Associates Limited
Level 23, CP Tower, 313 Silom Road, Bangkok, 10500 Thailand




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Exhibit `B'

Lytec Systems Inc                         700,943 shares
P.O. Box 339, 9121 Atlanta Avenue, Huntington Beach CA 92646
Suite 103, Beaumont House, Baystreet, Nassau, Bahamas

Colt Holdings Limited                     650,000 shares
P.O. Box 320, 16787 Beach Blvd, Huntington Beach CA92647
DeCastro Street, Road Town Tortola, British Virgin Islands

Bowater Trading Limited                   725,000 shares
32 Butterfield Square, Providenciales, Turks and Caicos Islands

Blackstone Management Inc                 630,000 shares
P.O. Box 1572, Georgetown, Capital Place, Grand Cayman, Cayman Islands

Saxton Corp                               678,000 shares
International Commercial Centre, Casemates Square, Gibralta

Mahindra and Mahindra Limited             700,000 shares
24 Raffles Place, 26-04 Clifford Centre, Singapore 048621

Aerodata Networks Ltd                     680,000 shares
Happy World House, sir William Newton Street, Port Lewis, Republic of Mauritius

Minoan Shipping Limited                   590,943 shares
84 Kolokotroni Street, 18535 Piraeus, Greece

Khan Metals and Sundries Limited          595,000 shares
P.O. Box 12965, Kampala Uganda

Far Horizon Enterprises Ltd.              675,000 shares
Level 23, CP Tower, 313 Silom Road, Bangkok, 10500 Thailand

Stanley Management Limited                720,000 shares
Level 23, CP Tower, 313 Silom Road, Bangkok, 10500 Thailand

Ripley Associates Limited                 501,886 shares
Level 23, CP Tower, 313 Silom Road, Bangkok, 10500 Thailand




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