EXHIBIT 10.11

                       RESEARCH AND DEVELOPMENT AGREEMENT

This Research and Development Agreement ("the Agreement") is entered into by and
between iTVr, Inc. ("iTVr"), a Delaware corporation, and Swan Magnetics, Inc.
("Swan"), a California corporation, as of November 15, 2000.

     A.  iTVr has developed certain technology for a device that is intended to
         record, play back and time-shift certain broadband electronic
         transmission events ("Broadband Internet Set Top Box" or "BISTB") such
         as live television, video email, and music videos,

     B.  Swan wishes to help fund further development of the technology,
         including the BISTB product having the specifications set forth in
         Exhibit A.

     C.  The parties previously entered into a binding Letter of Intent, dated
         November l0, 2000, regarding the same subject matter as this Agreement.
         This Agreement is intended to supplement, not replace, the Letter of
         Intent.

In consideration of the following, the parties agree to the following terms and
conditions:

     1.  INITIAL DEVELOPMENT FEE. Swan agrees to make available to iTVr a total
         of $250,000 to continue development of the BISTB. This amount will be
         paid in two or more installments at Swan's discretion between November
         15, 2000 and December 31, 2000. It is anticipated that this funding
         will allow iTVr to meet its employee payroll and otherwise to continue
         developing the technology through at least December 31, 2000.

     2.  ADDITIONAL DEVELOPMENT FEE. The parties anticipate that Swan will make
         an additional $500,000 available to iTVr in one or more installments,
         starting on approximately January 12, 2000 to complete development of
         the BISTB. Such funding shall be at Swan's discretion pursuant to terms
         and conditions described more fully below in section 5.

     3.  SUBSEQUENT FINANCING. The parties agree that they shall each use
         their best efforts to pursue Subsequent Financing of up to $2,000,000
         after the payment of the Initial Development Fee the Additional
         Development Fee.

     4.  CONVERSION OF DEVELOPMENT FEES. The parties agree that the payment of
         the Initial Development Fee, the Additional Development Fee and any
         Subsequent Financing shall be convertible, at the option of Swan for a
         period of sixty (60) days after the completion of each development
         phase, into the common stock of iTVr as follows:

         a.       The initial capitalization of iTVr shall be a total of
                  3,500,000 shares of common stock not inclusive of an employee
                  stock option plan of 2,000,000 shares of common stock.

         b.       The initial Development Fee of $250,000 shall be convertible
                  into 2,000,000 shares of common stock of iTVr, at the time of
                  conversion, as Swan may elect.

         c.       The Additional Development Fee of $500,000 shall be
                  convertible into an additional 1,000,00 shares of common stock
                  of iTVr, at the time of conversion, as Swan may elect and a
                  warrant to purchase an addition 1,000,000 shares if an
                  additional investment of at least $2,000,000 is arranged as
                  set forth in section d below.

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         d.       The Subsequent Financing of $2,000,000 shall be convertible
                  into 2,500,000 shares of common stock of iTVr, at the time of
                  conversion, as the investor of the Subsequent Financing may
                  elect.

     5.  DEVELOPMENT WORK. iTVr agrees to perform development work on the
         technology and to use its best efforts to complete the BISTB within a
         reasonable time and to deliver to Swan the deliverables as set forth in
         Section 6, below. The BISTB developed by iTVr shall conform to the
         specifications attached hereto as Exhibit A unless the parties agree in
         writing to modify or revise the specifications. Except as set forth
         elsewhere in this Agreement, iTVr shall be responsible for and bear all
         personnel, materials and equipment costs incurred by it in connection
         with performance of the development work.

      6. INITIAL -DELIVERABLES. On or before December 31, 2000, iTVr shall
         deliver to Swan the following Initial Deliverables:

         a. Two (2) Physical Demonstration Units. At least two (2) working BISTB
         devices, i.e., devices that are able:

                  i.       To record and play live broadband electronic
                           transmission events or transmissions from A DVD
                           ("Digital Video Disk"), such as live television
                           events, video e-mail and music videos, in which both
                           audio and video signals are recorded on a Hard Disk
                           Drive ("HDD").

                  ii.      To time shift the data stream from the video. The
                           device shall include time shift functions that will
                           be operable and displayed on the device are: Play and
                           Record, Rewind, Stop Motion, Fast Forward, and
                           Frame-by-Frame.

                  iii.     To display and operate the device with a fully
                           operational menu driven internet browser.

                  iv.      To have the Video perform at variable bit rate with
                           DVD quality.

                  v.       To be able, but not required, to will use as
                           fundamental platforms, Wind River's Vx works as OS
                           and C-cube C-ware, which technologies are
                           non-transferable.) The mechanical enclosure will not
                           include a fan, and will operate at low temperature
                           and be shock resilient. The primary HDD will be a
                           fixed HDD, although a design for a removable HDD will
                           be prepared for the next phase. The screen
                           GraphicsUser Interface (GUI) will be controlled by an
                           Infra-Red remote.

         b. The physical deliverables will consist of the following Hardware:

                  i.       Two (2) boards working at these levels;

                  ii.      Two (2) mechanical systems acting as an enclosure and
                           having capability to be used by a TV with NTSC
                           system; and
                  iii.     Two (2) Infra-Red remote systems to interact with
                           these functions.

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         c. The software deliverables will consist of the following Software
         items:

                  i.       Copies of all developed, non-licensed software;
                           operational user interface software;
                  ii.      Internet browser software.

         d. The documentation deliverables will consist of the following
         documentation:

                  i.       Schematics;
                  ii.      Bill of materials;
                  iii.     Mechanical drawings;
                  iv.      Specifications; and
                  v.       Product Requirements documents.

     7.  EVALUATION AND SUBSEQUENT DELIVERABLES. Upon receipt of the initial
         deliverables, Swan shall conduct an engineering evaluation of the
         BISTB. Based on its evaluation and in its sole discretion, Swan will
         decide whether or not proceed to the next phase of the development,
         including whether to provide additional funding. The parties shall
         attempt to agree on the delivery schedule and deliverable items for
         future delivery, if any.

     8.  USE OF INITIAL PAYMENT. iTVr agrees to use the initial payment to fund
         its development of the BISTB and for no other purpose. iTVr shall give
         priority to labor/engineering expenses, materials costs and equipment
         costs. The parties understand that certain licenses may be purchased
         with some of the initial payment, but only upon the mutual agreement of
         the parties.

     9.  SWAN'S DEVELOPMENT OBLIGATIONS. Swan agrees to make its physical
         facilities available to iTVr to use in developing the BISTB. Swan also
         agrees to use commercially reasonable efforts to arrange for iTVr
         (and/or its employees) to be employed, and/or to have their payroll
         administered through, the Professional Employment Organization
         operations of Swan's affiliates, such as Internet Venture Group, Inc.,
         Swan's parent company. Except for these items, Swan shall have no
         obligations to support or participate in the development of the BISTB.

     10. OWNERSHIP OF INTELLECTUAL PROPERTY. The parties agree that the Project
         Technology for the BISTB shall be jointly owned by iTVr and Swan. For
         purposes of this Agreement, such technology means any inventions,
         technical know-how, or proprietary information that is developed by or
         on behalf of iTVr during the BISTD development project, including all
         technology developed before this Agreement is entered into. Such
         technology does not include any licenses used by or granted to iTVr or
         any third party's technology.

     11. BOARD OF DIRECTORS OF ITVR. The parties agree that the initial board
         of directors of iTVr shall consist of three (3) members, two (2)
         appointed by iTVr and one (1) appointed by Swan and shall serve for an
         initial term of one (1) year. Upon payment of the Additional
         Development Fee, Swan shall have the right to appoint one (1)
         additional member. Upon funding of the Subsequent Financing, the
         investing party shall have the right to appoint one (1) additional
         member to the board of directors.

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     12. REPRESENTATION AND WARRANTY. iTVr hereby represents and warrants that
         it is the sole developer and owner of the BISTB technology and that it
         has not assigned, transferred, or encumbered such any interest in such
         product or technology.

     13. NO LICENSSES. This Agreement does not attempt to grant or transfer any
         license rights from or to either party. The parties have discussed and
         understand that certain license rights held by one party or the other
         may be necessary to the commercialization of the BISTB and that the
         parties may need to negotiate for the transfer of license rights before
         the BISTB development is completed.

     14. TERM AND TERMINATION. This Agreement shall commence on the effective
         date set forth above and shall remain in full force and effect until it
         expires or is terminated. Swan shall have the right to terminate this
         Agreement for convenience by giving 30 days written notice to Aura. In
         addition, either party may terminate this Agreement for cause based on
         a material breach of the terms of this Agreement. Specifically, this
         Agreement shall automatically terminate if a party materially breaches
         this Agreement and fails to cure that breach within 30 days after
         receiving written notice to cure from the other party

     15. CONTROLLING LAW. This Agreement and the performance of the parties
         shall be construed in accordance with, and governed by, the laws of the
         State of California.

     16. AMENDMENT. This Agreement may be amended, modified or supplemented
         only by a writing that specifically refers to this Agreement and signed
         by authorized representatives of both parties.

     17. NOTICES. All notices allowed by this Agreement shall be deemed given
         when sent by confirmed facsimile and/or telecopy or upon receipt by the
         other party if sent by some other means.

     18. COUNTERPARTS. This Agreement may be signed in one or more
         counterparts.

Executed this 27th day of November, 2000 by and between.

For iTVr by:


/S/ JOHN SCOTT
--------------
Dr. John Scott
iTVr, Inc.

For Swan Magnetics, Inc. by:


/S/ EDEN KIM
------------
C. Kim
Swan Magnetics, Inc.

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