Exhibit 10.13


                            INTERCREDITOR AGREEMENT

      This  Intercreditor  Agreement (this "Agreement") dated as of February 29,
2004 by and among a21, Inc.  (the  "Purchaser")  and Capital  Crossing Bank (the
"Bank").

                                   BACKGROUND

      First Union  National  Bank made  certain  loans to  SuperStock,  Inc.,  a
Florida corporation (the "Company") evidenced by that certain Revolving Note (as
defined herein) and that certain Mortgage Note (as defined herein).  Bank is the
current holder of the loans and such loans are secured by a Lien (as hereinafter
defined ) on substantially  all of the assets (the "Assets") of the Company.  As
of the execution  hereof,  it is understood that the Bank has sold the Revolving
Note to the Purchaser and has retained  ownership of the Mortgage Note. The Bank
and the  Purchaser  have  agreed to enter into this  Agreement  to set forth the
relative priorities on the Assets.

                                   AGREEMENTS

      NOW, THEREFORE,  for good and valuable consideration,  receipt of which is
hereby acknowledged, the parties hereto agree as follows:

      1. Definitions.

            1.1.  General Terms.  For purposes of this Agreement,  the following
terms shall have the following meanings:

            "Bank"  shall  have  the  meaning  set  forth  in  the  introductory
paragraph to this Agreement.

            "Collateral"  shall  mean  all  of the  property  and  interests  in
property,  tangible or  intangible,  real or  personal,  now owned or  hereafter
acquired by  Company,  and  including,  without  limitation,  all  proceeds  and
products of such property and interests in property.

            "Company" shall mean Company and its successors and assigns.

            "Creditors" shall mean,  collectively,  the Purchaser,  the Bank and
their respective successors and assigns.

            "Lien"   shall   mean  any   mortgage,   deed  of   trust,   pledge,
hypothecation,  assignment, deposit arrangement,  security interest, encumbrance
(including,  but not limited to,  easements,  rights of way and the like),  lien
(statutory  or other),  security  agreement  or transfer  intended as  security,
including  without  limitation,  any  conditional  sale or other title retention
agreement, the interest of a lessor under a capital lease or any financing lease
having substantially the same economic effect as any of the foregoing.

            "Mortgage Note" shall mean the Real Estate  Promissory Note dated as
of the December 5, 1997,  made by Company in favor of First Union National Bank,
as  predecessor  in interest to the Bank,  in the original  principal  amount of
$5,175,000, as amended, restated, modified or supplemented from time to time.

            "Person"  shall mean an  individual,  a  partnership,  a corporation
(including a business trust), a joint stock company,  a trust, an unincorporated
association,  a joint venture,  a limited liability company, a limited liability
partnership  or other entity or a government or any agency,  instrumentality  or
political subdivision thereof.

            "Revolving Note" shall mean that certain  Revolving  Promissory Note
dated  May 21,  1999 in the  original  principal  amount of  $2,000,000  made by
Company in favor of First Union National Bank,  which note was later sold to the

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Bank and  subsequently  sold by the Bank to  Purchaser,  as  amended,  restated,
modified or supplemented from time to time.

            "Real  Property"  shall mean the real property  owned by Company and
located at 7660 Centurion Parkway, Jacksonville, Florida.

            "Secured Lender Remedies" shall mean any action which results in the
sale, foreclosure,  realization upon, or a liquidation of any of the Collateral,
including,  without limitation, the exercise or any of the rights or remedies of
a "secured party" under the UCC, such as, without  limitation,  the notification
of account debtors.

      1.2.  Certain Matters of  Construction.  The terms "herein",  "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular  section,  paragraph or subdivision.  Any pronoun used
shall be deemed to cover all genders. Wherever appropriate in the context, terms
used herein in the singular also include the plural and vice versa.

      2. Intercreditor Provisions

      2.1.  Acknowledgment  of  Lien(s).  (a) The  Purchaser  hereby  agrees and
acknowledges that in order to secure Company's obligations and liabilities under
the  Mortgage  Note and the  Revolving  Note,  Company  granted  to Bank a first
priority Lien upon the  Collateral  and (b) Bank hereby agrees and  acknowledges
that  upon the  simultaneous  purchase  of the  Revolving  Note,  the  Purchaser
obtained a Lien upon the Collateral  which, but for the terms of this Agreement,
would be pari passu with the Liens of Bank on the Collateral.

      2.2.  Priority.  Notwithstanding  the order or time of attachment,  or the
order,  time or  manner  of  perfection,  or the  order  or time  of  filing  or
recordation of any document or instrument,  or other method of perfecting a Lien
in favor of each Creditor in any Collateral, and notwithstanding any conflicting
terms or  conditions  which may be contained  in any  agreement,  instrument  or
document  evidencing  any such Lien of any Creditor in any  Collateral,  (a) the
Liens of the Bank on the Collateral  have and shall have priority over the Liens
upon the  Collateral of Purchaser  and such Liens of Purchaser,  if any, are and
shall be, in all  respects,  subject  and  subordinate  to the Liens of the Bank
therein;  provided,  however,  that the Liens of the Purchaser on the Collateral
other than the Real Property  shall be subject and  subordinate  to the Liens of
Bank  therein  only up to the  principal  amount  of  $2,000,000  (the  "Maximum
Amount",  which amount shall be exclusive of interest,  fees and other costs and
expenses which may become part of or be added to such principal  amount) and the
Liens of Purchaser on the  Collateral  other than the Real Property in excess of
the Maximum  Amount have and shall have  priority  over the Liens of the Bank on
such  Collateral and such Liens of the Bank, if any, on such  Collateral are and
shall be, subject and subordinate to the Liens of the Purchaser (b) until ninety
(90) days  following the  occurrence of a "default" or "event of default"  under
the Revolving  Note,  Purchaser  shall not exercise any remedies with respect to
such  "default"  or "event of default" or exercise any Secured  Lender  Remedies
with respect to the Collateral without the prior written consent of the Bank.

      2.3. No Alteration of Priority.  The Lien  priorities  provided in Section
2.2  hereof  shall  not be  altered  or  otherwise  affected  by any  amendment,
modification,  supplement, extension, renewal, restatement or refinancing of the
indebtedness  payable under the Revolving Note or any indebtedness payable under
the Mortgage Note, nor by any action or inaction which either  Creditor may take
or fail to take in respect of the Collateral.

      2.4. Perfection.  Each Creditor shall be solely responsible for perfecting
and maintaining the perfection of its Lien in and to each item  constituting the
Collateral  in which  such  Creditor  has been  granted  a Lien.  The  foregoing
provisions of this Agreement are intended  solely to govern the respective  Lien
priorities  as between the  Creditors  and shall not impose on any  Creditor any
obligations  in respect of the  disposition  of proceeds of  foreclosure  on any
Collateral  which would conflict with prior perfected claims therein in favor of

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any  other  Person.  Each  party  hereto  agrees  that it will not  contest  the
validity, perfection, priority or enforceability of the Liens of the other party
hereto in the Collateral.

      2.5. Management of Collateral.  The Bank shall have the exclusive right to
manage,  perform and enforce the terms of the its  agreements  with Company with
respect to the  Collateral and to exercise and enforce all privileges and rights
thereunder  according  to its  discretion  and  the  exercise  of  its  business
judgment,  including,  without  limitation,  the  exclusive  right to enforce or
settle insurance claims,  take or retake control or possession of the Collateral
and to hold, prepare for sale,  process,  sell, lease,  dispose of, or liquidate
the Collateral. In connection therewith,  Purchaser waives any and all rights to
affect the method or challenge the  appropriateness of any action by Bank or its
designee.

      2.6.  Sale of  Collateral.  Only Bank shall have the right to  restrict or
permit, or approve or disapprove, the sale, transfer or other disposition of the
Collateral  by the  Company,  except  for the sale of  Company's  assets  in the
ordinary course of Company's business. The Bank covenants and agrees to act in a
commercially reasonable manner in exercising the foregoing rights.

      2.7. Receipt of Proceeds. In the event Purchaser shall receive any payment
or distribution of any kind representing proceeds of any Collateral,  before the
Mortgage Note shall have been paid in full, such sums, up to the Maximum Amount,
shall be held in trust by  Purchaser  for the benefit and on account of Bank and
such  amounts  shall  be  paid  to  Bank  for  application  to the  then  unpaid
indebtedness due and owing under the Mortgage Note

      2.8.  Marshaling.  In the event  that Bank  commences  exercising  Secured
Lender Remedies,  Bank hereby agrees that it will make  commercially  reasonable
efforts to take any action that may result in the sale, foreclosure, realization
upon or  liquidation  upon that portion of the  Collateral  comprising  the Real
Property prior to any action upon any other portion of the Collateral.

      3. Miscellaneous.

      3.1. Amendments to Lending Agreements. No renewals, waivers,  forbearance,
consents, amendments,  extensions,  indulgences, releases of Collateral or other
accommodations granted by Bank to Company from time to time, shall in any manner
affect or impair the relative Lien priorities and  subordination  established by
this  Agreement.  Bank shall not,  without  the consent of  Purchaser,  make any
additional loans to the Company that are secured by the Collateral.

      3.2.  Bankruptcy  Financing Issues.  This Agreement shall continue in full
force and effect  after the filing of any petition by or against  Company  under
the United States  Bankruptcy Code (an "Insolvency  Event") and all converted or
succeeding cases in respect thereof.  All references  herein to Company shall be
deemed to apply to Company as debtor-in-possession and to a trustee for Company.
Notwithstanding  anything contained herein to the contrary,  upon the occurrence
of an Insolvency Event, the Purchaser may file claims and proofs of claim in any
statutory or  non-statutory  proceeding and take such other actions,  in its own
name as Purchaser may deem necessary or advisable.

      3.3.  Insurance  Proceeds.  Proceeds of the Collateral  include  insurance
proceeds,  and  therefore,  the  priorities  set forth in Section 2.2 govern the
ultimate disposition of casualty insurance proceeds.

      3.4.  Notice of  Default  and  Certain  Events.  Purchaser  and Bank shall
undertake  in good  faith to notify  the other of the  occurrence  of any of the
following as applicable:

            (a) the  obtaining  of actual  knowledge  of the  occurrence  of any
"default" or "event of default"  under the Revolving  Note or the Mortgage Note,
as applicable;

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            (b) the  granting by  Purchaser  of any waiver of any  "default"  or
"event of  default"  under the  Revolving  Note or the  granting  by Bank of any
waiver of any "default" or "event of default" under the Mortgage Note;

            (c)  the  payment  in  full  by  Company  (whether  as a  result  of
refinancing  or otherwise) of all amounts due and owing under the Revolving Note
or the  payment  in full by  Company  (whether  as a result  of  refinancing  or
otherwise) of all amounts due and owing under the Mortgage Note; or

            (d) the sale or liquidation of, or realization upon, any Collateral.

      The failure of any party to give such notice shall not affect the relative
Lien priorities as provided in this Agreement.

      3.5.  Provisions Define Relative Rights. This Agreement is intended solely
for the purpose of defining the relative  rights of the Bank on the one hand and
the Purchaser on the other, and no other Person shall have any right, benefit or
other interest under this Agreement.

      3.6.  No  Agency  or  Fiduciary  Obligation.  Nothing  contained  in  this
Agreement  or  otherwise  shall in any event be deemed to create  any  fiduciary
relationship  between the Purchaser  and the Bank or to constitute  either party
hereto the agent of the other for any purpose.

      3.7.  Notices.  Any notice or other  communication  required or  permitted
pursuant to this Agreement shall be deemed given (a) when  personally  delivered
to any  officer  of the party to whom it is  addressed,  (b) on the  earlier  of
actual receipt thereof or three (3) days following  posting thereof by certified
or registered mail,  postage prepaid,  (c) upon actual receipt thereof when sent
by a recognized  overnight  delivery  service or (d) upon actual receipt thereof
when  sent  by  telecopier  to  the  number  set  forth  below  with  electronic
confirmation of receipt,  in each case addressed to each party at its address or
telecopier  number set forth below or at such other address or telecopier number
as has been furnished in writing by a party to the other by like notice:


        If to Purchaser:                A21, Inc.
                                        c/o Loeb & Loeb LLP, 345 Park
                                        Avenue, New York, NY 0154
                                        Attention: Lloyd Rothenberg, Esq.
                                        Telephone:  (212) 407-4000
                                        Telecopier:  (212) 407-4990


        If to Bank:
                                        Capital Crossing Bank
                                        101 Summer Street
                                        Boston, MA
                                        Attention: Donald F. Letty
                                        Telephone:
                                        Facsimile:

      3.8.  Binding  Effect;   Other.  This  Agreement  shall  be  a  continuing
agreement,  shall be binding  upon and shall inure to the benefit of the parties
hereto from time to time and their respective  successors and assigns,  shall be
irrevocable  and shall  remain in full force and effect until the earlier of the
occurrence  of the payment in full of the Revolving  Note or the Mortgage  Note.
The headings in this Agreement are for  convenience of reference only, and shall
not alter or otherwise  affect the meaning  hereof.  Each of the parties to this
Agreement  may assign or otherwise  transfer its rights  and/or  obligations  in
whole or in part without the written consent of the other parties hereto.

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      4.  Representations  and  Warranties.  (a) Bank represents and warrants to
Purchaser  that Bank is the holder of the Liens which  secure or will secure the
indebtedness  payable  under the  Mortgage  Note.  Bank agrees that it shall not
assign or  transfer  any of the Liens  without (i) prior  notice  being given to
Purchaser and (ii) such  assignment or transfer being made expressly  subject to
the terms of this Agreement. Bank further warrants to Purchaser that it has full
right,  power and authority to enter into this Agreement and, to the extent Bank
is an Purchaser or trustee for other parties,  that this  Agreement  shall fully
bind all such other parties.

            (b) Purchaser  represents and warrants to Bank that Purchaser is the
holder of the Liens which  secure or will secure all amounts due and owing under
the Revolving Note. Purchaser agrees that it shall not assign or transfer any of
the  Liens  without  (i)  prior  notice  being  given to Bank (it  being  hereby
acknowledged  that  Purchaser has delivered  notice to Bank that it shall assign
the Revolving Note immediately  following the execution of this Agreement to the
various  former  shareholders  of the  Purchaser)  and (ii) such  assignment  or
transfer  being  made  expressly  subject  to the terms and  provisions  of this
Agreement.  Purchaser further warrants to Bank that it has full right, power and
authority  to enter  into this  Agreement  and,  to the extent  Purchaser  is an
Purchaser or trustee for other parties, that this Agreement shall fully bind all
such other parties.

      5. Waiver Of Jury Trial.  EACH PARTY HERETO  HEREBY  EXPRESSLY  WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY  CLAIM,  DEMAND,  ACTION  OR CAUSE OF  ACTION  (A)
ARISING  UNDER THIS  AGREEMENT  OR ANY OTHER  INSTRUMENT,  DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION  HEREWITH,  OR (B) IN ANY WAY CONNECTED WITH
OR RELATED OR  INCIDENTAL  TO THE  DEALINGS OF ANY CREDITOR OR COMPANY OR ANY OF
THEM WITH  RESPECT  TO THIS  AGREEMENT  OR ANY OTHER  INSTRUMENT,  DOCUMENTS  OR
AGREEMENT  EXECUTED  OR  DELIVERED  BY  THEM  IN  CONNECTION  HEREWITH,  OR  THE
TRANSACTIONS  RELATED  HERETO OR THERETO,  IN EACH CASE  WHETHER NOW EXISTING OR
HEREAFTER  ARISING,  AND WHETHER  SOUNDING IN CONTRACT OR TORT OR OTHERWISE  AND
EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY CLAIM,  DEMAND,  ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL  WITHOUT  JURY,  AND THAT ANY OF
THEM MAY FILE AN ORIGINAL  COUNTERPART  OR A COPY OF THIS SECTION WITH ANY COURT
AS WRITTEN  EVIDENCE  OF THEIR  CONSENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.

      6. Counterparts;  Facsimile. This Agreement may be executed by the parties
hereto in one or more  counterparts,  each of which  shall be deemed an original
and all of  which  when  taken  together  shall  constitute  one  and  the  same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.

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      IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of
this ___ day of February, 2004.


                                         A21, INC.

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------




                                         CAPITAL CROSSING BANK

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

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