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                                                                    EXHIBIT 10.2


              THIS AGREEMENT made as of the 1st day of July, 1999.


BETWEEN:

               CKNW/CFMI, A DIVISION OF WIC RADIO LTD. a company having its
               business offices at 2000-700 West Georgia Street Vancouver, B.C.

               ("CKNW/CFMI")

 AND

               BLUE ZONE ENTERTAINMENT, INC., a company having its registered
               office at 52 Water Street, Vancouver, B.C. V6B 1A4

               ("BZE")

A.             BZE specializes in strategic interactive development, web site
               design and other internet services.

B.             CKNW/CFMI specializes in radio production and promotion.

C.             CKNW/CFMI have developed individual Web Sites but desire such Web
               Sites to be re-designed, enhanced, hosted and maintained by Blue
               Zone

C.             The parties desire to enter into this Agreement on the terms and
               conditions hereinafter set forth.

               NOW THEREFORE THIS AGREEMENT WITNESSES that it is agreed by and
               among the parties hereto as follows:

                                    ARTICLE 1
                                   DEFINITIONS

1.1            In this Agreement, the following expressions shall have the
               following meanings:

               a) "CKNW" means CKNW, a division of WIC RADIO Ltd.;

               b) "ROCK101" means ROCK101/CFMI, a division of WIC RADIO Ltd.;

               c) "BZE" means Blue Zone Entertainment, Inc.;

               d) "AGREEMENT" means this agreement, including any written
                   amendments hereafter made to this agreement;

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               e) "WEB SITES" means CKNW and ROCK101's internet world wide Web
                  Sites, with the Universal Resource Locator addresses
                  www.CKNW.com and www.ROCK101.com.

                                    ARTICLE 2
                                ENGAGEMENT OF BZE

2.1            CKNW/CFMI hereby engages BZE to design, maintain and operate the
               Web Sites on the terms and conditions set forth herein.

2.2            The parties acknowledge that all remuneration provided herein,
               including monthly fees, commissions and net revenue distributions
               are for the period commencing July 1, 1999.


2.3            CKNW/CFMI shall:

               a) pay an initial production fee of $20,000 (plus applicable
                  taxes) to towards a $100,000 development budget to BZE for its
                  know-how and effort in creating the Web Sites, 100% of such
                  fee to be payable upon execution of this contract as a deposit
                  prior to commencing production of the Web Sites, and the
                  balance ($80,000) to be provided in the form of commercial
                  air-time during the first 12 months of the contract, in
                  accordance with Article 8.3.

               b) pay BZE a monthly fee starting July 1, 1999 of $4,000 (plus
                  applicable taxes) to be applied toward the monthly maintenance
                  of the Web Sites.

               c) provide, during the life of this agreement but without
                  transfer of any ownership, all equipment, software,
                  connectivity, hosting fees and out of pocket expenses which
                  CKNW/CFMI and BZE mutually agree are necessary for BZE's
                  activities relating to the ongoing maintenance of the Web
                  Sites;

               d) collect and distribute Web Sites revenue in accordance with
                  Article 3; and

               e) provide BZE full access to CKNW/CFMI's news, sports and other
                  proprietary content (and, where permissible, content purchased
                  by CKNW/CFMI, with a cost allocation against revenue to cover
                  royalties, mutually agreed upon by CKNW/CFMI and BZE) for use
                  only on the Web Sites, subject always to CKNW/CFMI's right and
                  discretion to exclude any content which, for any reason, it
                  does not wish to appear on the Web Sites.

               f) make its best efforts to sell advertising on the Web Sites and
                  pursue other interactive media and internet business for the
                  benefit of the Web Sites and CKNW/CFMI and BZE;

               g) provide BZE with a license to publish and broadcast CKNW/CFMI
                  content online.

               h) provide BZE with contra air-time to offset BZE development
                  costs in accordance with Article 8.

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               i) Invite and include a representative of BZE in all internal
                  strategic meetings pertaining to the development and
                  commercialization of the Web Sites including meetings
                  facilitated by CKNW/CFMI with 3rd parties.

2.4            BZE shall:

               a) re-design, maintain, and operate, the Web Sites at a leading
                  level of aesthetic and technical quality and content;

               b) act as an advertising representative for the Web Sites and
                  make its best efforts to sell advertising on the Web Sites and
                  associated streaming media feeds and to pursue other
                  interactive media and internet business for the benefit of the
                  Web Sites and CKNW/CFMI;

               c) provide exclusive site hosting and streaming media hosting for
                  the CKNW/CFMI Web Sites.

               d) provide exclusive ad management, whether facilitated by BZE or
                  a third party and content sales support for the Web Sites.

               e) remain in good corporate standing and provide, at its own
                  expense, all know-how, management and personnel necessary to
                  carry out BZE's obligations herein.

2.7            Nothing in this Agreement shall be construed as transferring or
               diminishing ownership of any interest in any assets, including
               intellectual property rights, or altering the ownership structure
               of CKNW/CFMI or BZE in any way, or to entitle BZE to any interest
               whatsoever in CKNW/CFMI's broadcasting business or entitle
               CKNW/CFMI to any interest whatsoever in BZE's interactive
               business

2.8            This Agreement will commence on August 1, 1999 and terminate on
               the earlier of:

               a) an agreement in writing of the parties to terminate;

               b) three years from the date hereof, unless renewed or extended
                  by written agreement of the parties after making good faith
                  efforts to negotiate a renewal or extension hereof;

               c) for any reason, upon 6 months' notice from CKNW/CFMI to BZE or
                  from BZE to CKNW/CFMI;

               d) in the event of default in accordance with Article 6.

2.9            In the event of termination for any reason other than default by
               BZE, CKNW/CFMI agrees to provide BZE with a positive letter of
               reference.

2.10           The parties agree that during the term of this Agreement their
               relationship is exclusive, meaning CKNW/CFMI shall not employ any
               other third party to maintain, design, host or alter CKNW/CFMI's
               Web Sites CKNW/CFMI or stream/host CKNW/CFMI's media feeds
               online. Blue Zone will not engage

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               directly or indirectly in website design services for - radio
               stations based in British Columbia, without the prior written
               consent of CKNW/CFMI, such consent not to be unreasonably
               withheld.

2.11           The parties acknowledge that CKNW/CFMI are the sole owners of the
               domain names www.cknw.com and www.rock101.com and all content
               originally provided by CKNW/CFMI including text, graphics,
               pictures, sounds or moving images placed on the Web Sites, and
               digitized or coded by BZE for placement on the Web Sites. With
               respect to all code developed and owned by BZE which is required
               to run the Web Sites, BZE hereby grants an irrevocable and
               non-transferable, non-exclusive license to CKNW/CFMI to retain
               and use such code. On the event of default by CKNW/CFMI per
               Article 6.1, there will be immediate termination of license. All
               trademarks and logos of BZE, which may be used on the Web Sites
               from time to time are owned by BZE, but will be included in back
               ups of the Web Sites.

2.12           All code, graphics, audio and video on the Web Sites must be
               backed up at least once every quarter and once after every major
               change. A copy of this tested backup will be presented to
               CKNW/CFMI within ten working days of its creation. This code
               cannot be altered, re-purposed, sold, shared, distributed or
               transmitted in any way without the prior written consent of BZE,
               unless this agreement has been terminated per Article 2.8.



                                    ARTICLE 3
                     ACCOUNTING AND DISTRIBUTION OF REVENUE

3.1            Web Sites revenue shall consist of the fees paid by advertisers
               who pay for a presence on the Web Sites and exclusively placed
               within associated streaming media feeds, e-commerce, content
               sales and additional revenue sources which the parties may agree
               in writing to include. Such revenue, after deduction of Web Site
               expenses which shall, hereunder, be charged against Web Sites
               revenue, are referred to herein as "Net Web Site Revenue".

3.2            The parties acknowledge CKNW/CFMI and BZE are each making certain
               proprietary assets or goodwill available to assist business. It
               is intended that net revenue which is attributable principally to
               a proprietary asset or goodwill of one party shall be divided
               75%/25% in favour of that party. More particularly, the parties
               agree:

3.3            Advertising revenue, meaning revenue from advertisers who pay for
               a presence on the Web Sites, shall be distributed, after payment
               of related expenses which shall not exceed ten (10) % of net
               revenue unless both parties agree to such costs, 75% to CKNW/CFMI
               and 25% to BZE.

3.4            In determining what expenses shall be charged against Web Sites
               revenue for the determination of Net Web Site Revenue, both
               CKNW/CFMI and BZE will assign job numbers to each category of
               expense, allocate hourly and monetary costs against such
               categories in an accurate and timely fashion, and such

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               allocations will be reviewed and approved by CKNW/CFMI and BZE
               prior to any distributions.

3.5            BZE will be entitled to a commission of 15% of the money paid to
               CKNW/CFMI for any Web Sites advertisements sold by BZE after July
               1, 1999, to be paid at the time of net revenue distributions, and
               such commissions shall be charged as an expense against Gross Web
               Sites revenue

3.51           CKNW/CFMI will be entitled to a commission of 15% of the money
               paid to CKNW/CFMI for any Web Sites advertisements sold by
               CKNW/CFMI after July 1, 1999, to be paid at the time of net
               revenue distributions, and such commissions shall be charged as
               an expense against Gross Web Sites revenue

3.6            Subject only to a reasonable holdback agreeable to the parties
               for anticipated expenses, CKNW/CFMI shall distribute all Net Web
               Sites Revenue at the end of each quarter, or so soon thereafter
               as the approval process under Article 3.3 permits, for the
               accounting period beginning July 1, 1999.

3.7            CKNW/CFMI shall prepare and distribute financial reports within
               60 days after each quarter.

3.8            If any financial report shows that in the period covered by such
               report a party has retained or been paid an amount which exceeds
               or is less than its entitlement for such period then that party
               shall forthwith repay such excess or be paid such deficiency.

                                    ARTICLE 4
                             LIABILITY AND INSURANCE

4.1            Each party covenants and agrees with the others to indemnify and
               save harmless the others from any and all liability, obligations,
               claims or losses resulting from any liability arising from
               content it alone has created, from its unauthorized acts and from
               its failure to comply with its obligations hereunder.

4.2            BZE will carry:

               a) a Comprehensive General Liability policy with all normal
               extensions including, but not limited to, products, completed
               operations, broad form property damage, non-owned automobile,
               personal injury, contingent employers' liability, and a cross
               liability clause with a limit of not less than $2,000,000.

               b) an errors and omissions liability policy with a limit of not
               less than $2,000,000 and this policy will include a cross
               liability clause. Coverage will include protection in respect of
               libel and slander and defamation of character.

4.3            The policies outlined in (a) and (b) above will include
               CKNW/CFMI, a division of WIC Radio Ltd. as an additional insured.
               A certificate of insurance evidencing (a) and a complete copy of
               (b) will be provided. All coverages must be in a form acceptable
               to and approved by our insurance advisor.

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                                      -6-

4.4            BZE shall indemnify and save harmless CKNW/CFMI from any
               deductible, insured's contribution or uninsured claims or
               liabilities arising from the activities of BZE except as
               described in article 4.5.

4.5            Notwithstanding Article 4.4, CKNW/CFMI shall bear its own
               liability for damages or other claims incurred:

               a) as a result of the willful act or omission or the gross
                  negligence of CKNW/CFMI or its employee(s);

               b) in connection with or in the course of the performance or
                  purported performance by a party of any work or service
                  related to BZE's operations carried out solely by CKNW/CFMI or
                  its employees; or

               c) arising from any content produced by CKNW/CFMI and merely
                  reproduced (with necessary formatting and coding by BZE) on
                  the Web Sites.

4.5            Notwithstanding Article 4.4, BZE shall bear its own liability for
               damages or other claims incurred:

               a) as a result of the willful act or omission or the gross
                  negligence of BZE or its employee(s);

               b) in connection with or in the course of the performance or
                  purported performance by a party of any work or service
                  related to BZE's operations carried out solely by BZE or its
                  employees; or

               c) arising from any content produced by BZE alone.

                                          ARTICLE 5
                           DECISION MAKING AND INSPECTION OF BOOKS

5.1            Except as expressly provided herein, all decisions regarding the
               maintenance, design, content, and alterations to the Web Sites,
               and all decisions regarding the pursuit and conduct of other
               business by BZE shall be subject to CKNW/CFMI's ongoing approval,
               in CKNW/CFMI's discretion, not to be reasonably withheld.

5.2            A designated representative from each of CKNW/CFMI and BZE shall
               meet monthly or on such further occasions as any one of them
               requests, to review any issues pertaining to the Web Sites or
               this Agreement.

5.3            CKNW/CFMI shall keep complete and accurate books of account,
               accounting and banking records, corporate documents and records,
               and any other records necessary to the proper operation of the
               Web Sites. Such records will be kept in accordance with generally
               accepted accounting and business procedures, and in full
               accordance with all requirements of law. BZE shall have the right
               at all reasonable times (but at its own expense) to examine and
               make copies of or extracts from all such documents and books.
               Such right may be exercised through any agent or employee of BZE
               designated by it or by an independent chartered accountant or
               lawyer designated by BZE.

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                                    ARTICLE 6
                                     DEFAULT

6.1            In this Article, the following expressions shall have the
               following meanings:

        a)     "Default" means:

               i)   failure to promptly and honestly honour any financial
                    obligation herein;

               ii)  any action or omission which causes the Web Sites to cease
                    to exist;

               iii) any assignment for the benefit of creditors, appointment of
                    a trustee or receiver of any assets, or institution of any
                    bankruptcy proceedings which is acquiesced in or is not
                    dismissed within ninety days of the bringing of such action;

               iv)  the dissolution, winding-up or termination of a party; or

               iiv) a breach of any other provision of this Agreement of which
                    the party is advised by notice in writing from another
                    party, which failure continues for fourteen days after the
                    said notice. The party who is in receipt of such a notice
                    may request that the validity of the notice be determined by
                    a single arbitrator appointed pursuant to the provisions of
                    the Commercial Arbitration Act (B.C.). The costs of the
                    arbitrator so appointed shall be borne by the party
                    requesting arbitration, and if it is determined that the
                    notice is invalid, the requesting party shall be repaid the
                    cost of the arbitration by the party who issues the notice.

6.2            In the event of a Default by any party, a non-defaulting party
               may do any one or more of the following:

               a) terminate this agreement immediately without giving up any
                  claim for damages arising from the default;

               b) pursue any remedy available to it in law, equity or by
                  statute, it being acknowledged by each party that specific
                  performance, injunctive relief (mandatory or otherwise) or
                  other equitable relief may be the only adequate remedy for a
                  default;

               c) take all steps and make all payments as may reasonably be
                  required to cure the default, in which event all payments,
                  costs and expenses incurred therefore shall be payable by the
                  defaulting party to the non-defaulting party on demand;

               d) waive the default provided, however, that any waiver of a
                  particular default shall not operate as a waiver of any
                  subsequent or continuing default and shall not bind the other
                  non-defaulting party.

                                          ARTICLE 7
                                       PROMOTION OF BZE

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7.1            CKNW/CFMI will promote BZE without charge in the following ways:

               a) CKNW/CFMI shall permit BZE to include reasonable promotional
                  logos, hyperlinks and design credits, on each and every page
                  of the Web Sites.

               b) After termination of this Agreement, CKNW/CFMI shall ensure
                  that an acknowledgment of BZE's design of the Web Sites
                  appears at the bottom of the main page of the Web Sites for a
                  period of five years after termination, or until the majority
                  of the Web Sites, including the front end design and back-end
                  programming/database is redesigned by someone else, whichever
                  happens first.

               c) CKNW/CFMI will actively promote the Web Site content,
                  services, features and the URL(s) with on-air promotional
                  spots. Each of the CKNW/CFMI stations will broadcast these
                  promotions on a regular basis to assist in attracting traffic
                  to the Web Site. CKNW/CFMI will give BZE a design credit
                  within those promotional broadcasts. These credits will
                  include a BZE mention and a "SITE DESIGNED BY BLUE ZONE" or
                  alternative credit to be determined by BZE within all such
                  promotional broadcasts. CKNW/CFMI will include a credit and
                  reasonable promotion of BZE on all promotional ads CKNW/CFMI
                  broadcasts or prints for the Web Site;

               d) CKNW/CFMI will make good faith efforts to ensure its sales and
                  other staff refers all requests it receives for internet ad
                  designs, web design or other services of an interactive media
                  or internet nature to BZE.



                                    ARTICLE 8
                                     CONTRA

8.1            The parties agree that the value of the Web Sites at launch (Fall
               1999) is Fifty Thousand Dollars ($50,000) per Web Site for a
               total value of One Hundred Thousand Dollars ($100,000). This
               total development cost represents approximately 1000 hours at
               BZE's book rate of $100.00 per hour. This development budget to
               BZE for its know-how and effort in creating the Web Sites, minus
               the initial deposit will place a value of $80,000 on the Web
               Sites at public launch. CKNW/CFMI will provide to BZE commercial
               air-time of equal value ($80,000) during the first 12 months of
               the contract, in accordance with Article 8.3.

8.2            After the public launch of the Web Sites, the parties will
               collectively assign a monthly value for ongoing interactive
               development by BZE beyond that covered by the basic maintenance
               fee, and provide BZE with additional contra commercial air time
               of equal value.

8.3            Blue Zone will have the right to choose which station(s) and
               times to place such commercial air time, and have full creative
               control over such commercials. CKNW/CFMI has the right to approve
               the suitability for broadcast of all creative. Such approval will
               not be unreasonably withheld. All commercials will be booked
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               on a pre-emptible basis, subject to air time availability. BZE
               agrees to pay CKNW/CFMI for all out of pocket costs incurred in
               producing these commercial announcements. The commercials are
               intended for the sole use of BZE to advertise its products or
               services, and are not to be used either directly or indirectly
               for any other product or service.

                                    ARTICLE 9
                        ACKNOWLEDGMENTS UPON TERMINATION

9.1            Upon termination of this Agreement, CKNW/CFMI shall perform a
               final distribution in accordance with the terms hereof, and
               thereafter BZE shall not be entitled to any further payments,
               remuneration or share of revenue. In that event, all equipment
               and software purchased by CKNW/CFMI, together with incidental
               documentation, as well as all copyright to Web Sites content, and
               all design, HTML, Web page and database coding, is owned by
               CKNW/CFMI and shall be relinquished to CKNW/CFMI forthwith.

9.2            BZE is the sole owner of all of its proprietary, patented and
               copyrighted technology, equipment, chattels or software created
               by BZE, and all such items shall be relinquished to BZE forthwith
               except code which is subject to the license granted under Article
               2 herein.

                                   ARTICLE 10
                                   ARBITRATION

10.1           All disputes or differences whatsoever which shall at any time
               hereafter (whether during the continuance in effect of this
               Agreement or upon or after its discharge or termination) arise
               between the parties concerning this Agreement, its construction
               or effect or as to the rights, duties and liabilities of the
               parties hereto, under or by virtue of this Agreement, or
               otherwise, as to any other matter in any way connected with or
               arising out of or in relation to the subject matter of this
               Agreement shall be referred to arbitration pursuant to the
               provisions of the Commercial Arbitration Act (B.C.).

                                   ARTICLE 11
                                    NOTICES

11.1           Any notice or demand or other document required or permitted to
               be given under the terms of this Agreement shall be sufficiently
               given to the party to whom it is addressed if delivered or
               forwarded by registered mail or facsimile to the parties hereto
               at the addresses set forth below.

               a) CKNW/CFMI:
                             -------------------------------------------

               b) BZE:
                       --------------------------------------------

               or to such other address as either party or parties may furnish
               to the other from time to time. Every such notice shall be deemed
               to have been received and
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               given at the time when, in the ordinary course of transmission,
               it would have been delivered at the address to which it was sent.

                                   ARTICLE 12
                                 INTERPRETATION

12.1           The headings to the paragraphs of this Agreement are inserted
for convenience of reference only and shall not affect the construction or
interpretation of this Agreement.

12.2           Where the context of this Agreement requires, all pronouns and
any variations thereof shall be deemed to refer to the masculine, feminine or
neuter, or singular or plural, as the identity of the person, persons, entity or
entities may require.

12.3           In the event that any provision of this Agreement or any part
thereof is invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions shall not in any way be affected
thereby.

                                    ARTICLE
                                  RELATIONSHIP

               The parties agree and acknowledge that their relationship is an
               Interactive Partnership designed to commercialize the Web Sites
               and generate revenue. Nothing contained in this agreement shall
               be deemed or construed to constitute a relationship or
               partnership, joint venture, or agency relationship between BZE
               and CKNW/CFMI.

               BZE has the right to represent the Web Sites in accordance with
               Article 2.4.

               Each party represents that it is and shall be during the currency
               of this Agreement a "resident of Canada" within the meaning of
               the Income Tax Act (Canada).

                                    ARTICLE
                                  MISCELLANEOUS

1.1            The parties shall execute and deliver such further documents, and
               do such further acts and things as may be required to implement
               the intent and provisions of this Agreement and shall not act
               unreasonably or arbitrarily in respect of any matter hereunder.

14.2           Time shall be of the essence of each of the provisions of this
               Agreement.

14.3           This Agreement may be executed by the parties hereto in any
               number of counterparts with the same effect as if the parties
               hereto had all signed the same document. All counterparts of this
               Agreement shall be construed together and constitute one
               instrument.

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14.4           The termination of this Agreement will not affect the rights or
               obligations of any party arising pursuant hereto prior to the
               date of termination.

14.5           No party shall assign this Agreement or any part of it to any
               other person without the written consent of the remaining parties
               hereto.

14.6           This Agreement shall ensure to the benefit of and be binding upon
               the parties hereto and their respective successors and permitted
               assigns.

14.7           This Agreement shall be construed and enforced in accordance
               with, and the rights of the parties shall be governed by, the
               laws of the Province of British Columbia and laws of Canada
               applicable therein excluding any conflicts of law, rule or
               principle which might refer such construction to the laws of
               another jurisdiction.

14.8           Each of the Owners acknowledges that it has obtained such
               independent legal advice with respect to this Agreement and the
               matters contemplated thereby as it determined appropriate or
               necessary.

               IN WITNESS WHEREOF the parties hereto have executed this
Agreement to take effect as of July 1, 1999


Authorized Signatory of                         )
CKNW/CFMI, a division of WIC RADIO LTD.         )
                                                )
                                                )
                                                )
                                                )
                   /s/                          )
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Authorized Signatory                            )
                                                )
                   /s/                          )
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Authorized Signatory                            )



The Corporate Seal of                           )
BLUE ZONE ENTERTAINMENT, INC.                   )
was hereunto affixed in the                     )
presence of:                                    )
                                                )
                                                )
        /s/ Bruce Warren                        )
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Authorized Signatory                            )                            c/s
                                                )
       /s/ Jamie Ollivier                       )
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Authorized Signatory