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                                                                  Exhibit 10.45


                          AKOO.COM/ENTERTAINMENT BOULEVARD
                                     AGREEMENT

     This is an agreement dated as of January 10th, 2000, between
Entertainment Boulevard, Inc. a Nevada corporation located at 12910 Culver
Boulevard, Suite I, Los Angeles, CA 90066 ("EBLD"), and Akoo.com ("Akoo"), an
Illinois corporation, located 2500 N. Harlem Ave., Elmwood Park, IL 60707. In
consideration of the mutual premises and undertakings stated herein and
Exhibit A attached hereto and made a part hereof, the parties hereto agree as
follows (the "Agreement"):

1.     TRADEMARKS

       1.1     EBLD IDENTITIES ON AKOO SITE. EBLD hereby grants a
non-exclusive cost-free license (without the right of sublicense)
throughout the Term of this Agreement to Akoo to use the EBLD name and logo
and other proprietary identities of EBLD (collectively, "EBLD Mark(s)" in
connection with Akoo's website called "Akoo.com" ("Akoo.com") currently
located at http://www.Akoo.com, solely as stated in Exhibit A.

2.     CONTENT

       2.1     LICENSE. EBLD hereby grants a non-exclusive cost-free license
(without the right of sublicense) throughout the Term of this Agreement to
Akoo to use the certain content owned and/or controlled by EBLD, as described
on Exhibit A (collectively, "EBLD Content") in connection with Akoo, solely
as stated on Exhibit A.

       2.2     CREATION OF CONTENT. Each party will be responsible for the
creation, development and publication of its respective Content. Neither
party will use the Content of each other's site in any way whatsoever
without the other party's prior approval.

       2.3     QUALITY CONTROL. Each party agrees to maintain the quality of
the content of its site to at least the same level as has existed
heretofore. If either party, in its reasonable discretion, determines that
the content of the other party's site falls below this pre-existing standard
of quality and does not otherwise meet the editorial standards and quality
of its own site, that party will notify the other party to that effect in
writing giving specific details of the failure to meet such standards and
the party receiving that notice will remedy the deficiencies specified in
such notice within 30 days after the date of its receipt of that notice. If,
following such 30-day period, the quality of the applicable site has not
sufficiently improved, the party that gave the original notice may terminate
the Agreement effective immediately upon the receipt by the other party of
notice of termination.

       2.4     LIMITATION OF RIGHTS. Each party's use of the other party's
Marks and Content, as well as the use of the any links described on Exhibit
A, is strictly limited to the uses stated in this Agreement. Neither party
acquires any rights in or to the other party's Marks and/or the goodwill
inherent therein by this Agreement or otherwise. All rights granted under
this Agreement, including the right to use the other party's Marks or
Content, or to link to the other party's Content shall revert to the granting
party upon termination.

3.     FINANCIAL

       3.1      PRODUCTION EXPENSES. Each party will be solely responsible for
its own expenses incurred in undertaking its rights and responsibilities under
this Agreement and otherwise in operating its website.

       3.2      ADVERTISING


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                (a)     RETAINED RIGHTS. Each party will have the right to
                        continue to transact advertising and promotional
                        programs for its own website, to retain all
                        advertising inventory, set all packaging and pricing,
                        and retain all revenue generated for any advertising
                        thereon. No such arrangements by a party can allow for
                        any third-party use of the other party's Marks or
                        Content without the prior written approval of that
                        other party. Notwithstanding the foregoing, the parties
                        hereby acknowledge and agree that EBLD shall have the
                        exclusive right to transact advertising and promotional
                        programs related to, to retain all advertising
                        inventory, set all packaging and pricing, and retain
                        all revenue generated by any advertising on any Players
                        developed pursuant to this Agreement. Notwithstanding
                        the foregoing, the parties hereby acknowledge and agree
                        that Akoo shall have the exclusive right to transact
                        advertising and promotional programs related to, to
                        retain all advertising inventory, set all packaging
                        and pricing, and retain all revenue generated by any
                        advertising on any co-branded pages developed pursuant
                        to this Agreement.

                (b)     ADVERTISING REFERRALS. Each party may, from time to
                        time, refer leads to the other party for advertising
                        relating to the co-branded Player or co-branded pages
                        developed pursuant to this Agreement. All referrals
                        will be confirmed in writing (via e-mail to
                        adam@entertainmentblvd.com for EBLD or tammi@akoo.com
                        for Akoo or such other e-mail addresses as the parties
                        may designate) to the other party within 24 hours
                        following the referral. The parties agree that the
                        referring party will receive a payment of 50% of the
                        proceeds (less sales commissions) of any advertising
                        relating to the co-branded Player or co-branded pages
                        sold by the party to whom the lead was referred.
                        Payments will be remitted to the referring party within
                        30 days following receipt by the other party.

                (c)     CUSTOMER DATA. Akoo shall own and retain all right,
                        title and interest in all names, addresses and other
                        identifying information of users of Akoo, including,
                        without limitation, any co-branded pages developed
                        hereunder and EBLD will have no right to use any such
                        customer data.

       3.3      PRODUCT SALES.  EBLD will offer Player users the opportunity
                to purchase products through EBLD's deal with CheckOut.com
                ("CO") as follows:

                (a)     LINKS.  The Player will include a button to link to
                        CO in a mutually agreed upon design.

                (b)     ORDER PROCESSING.  CO will process product orders
                        placed by customers who follow these links from the
                        Player to the CO site. CO reserves the right to
                        reject orders that do not comply with any
                        requirements that CO periodically may establish. CO
                        will be responsible for all aspects of order
                        processing and fulfillment, including without
                        limitation: preparing order forms; processing
                        payments, cancellations, and returns; and handling
                        customer service, CO will track sales made to
                        customers who purchase products using the links from
                        the Player to the CO site and will send EBLD reports
                        summarizing this sales activity.

                (c)     CUSTOMER DATA.  CO shall own and retain all right,
                        title and interest in all names, addresses and other
                        identifying information of users of CheckOut.com.



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          (d)     REFERRAL FEES. EBLD will pay Akoo referral fees on qualified
                  product sales to third parties. For a product sale to
                  generate a referral fee, the customer must follow a link
                  from the Player to the CO site; purchase a qualified
                  product using CO's automated ordering system; accept
                  delivery of the product at the shipping destination; and
                  remit full payment to CO. CO will not, however, pay
                  referral fees on any products that are added to a
                  customer's Shopping Cart after the customer has re-entered
                  CO's site (other than through a link from the Player), even
                  if the customer previously followed a link from the Player
                  to the CO site. Products that are entitled to earn referral
                  fees under the rules set forth above are hereinafter
                  referred to as "Qualifying Products."

          (e)     FEE SCHEDULE. Referral fees will be earned based on the sale
                  price of Qualifying Products (as defined above), according
                  to the fee schedule set forth below. As used below, "sale
                  price" means the sale price listed in CO's catalog, and
                  excludes costs for shipping, handling, gift-wrapping, and
                  taxes. The established base fee schedule is four percent
                  (4%) of the sale price for sales of Qualifying Products.
                  EBLD will pay referral fees on a quarterly basis.
                  Approximately thirty (30) days following the end of each
                  calendar quarter, EBLD will send Akoo a check for the
                  referral fees earned on Qualifying Products that were
                  shipped during that calendar quarter, less any taxes
                  withheld. However, if the fees payable to Akoo for any
                  calendar quarter are less than $100.00, those fees will be
                  held until the total amount due is at least $100.00 or
                  unitl this Agreement is terminated. If a product that
                  generated a referral fee is returned by the customer, the
                  corresponding fee will be deducted from the next payment.
                  If there is no subsequent payment, a bill for the fee will
                  be sent.

          (f)     POLICIES AND PRICING. Customers who buy products through CO
                  will be deemed to be CO's customers. Accordingly, all CO
                  rules, policies, and operating procedures concerning
                  customer orders, customer service, and product sales will
                  apply to those customers. CO will determine the prices to
                  be charged for products sold under this Program in
                  accordance with CO's pricing policies. Product prices and
                  availability may vary from time to time.

          (g)     PROMOTIONS AND INCENTIVES. During the Term of the Agreement,
                  CO will provide special promotions to EBLD users at least
                  six (6) times per year. These promotions will be mutually
                  agreed upon by EBLD and CO and will be provided to Akoo
                  users as well.

4.     APPROVALS

       4.1     PRIOR APPROVAL REQUIRED. All uses by either party of the other
party's Marks and Content and links to each other's Content must be submitted
to and approved by the other party prior to their use, with such approval not
to be unreasonably withheld. Failure to so seek and receive prior approval
will be grounds for immediate termination of this Agreement, and such
termination right will not constitute a waiver of any other rights available
to a party as a result thereof.

       4.2     NO PUBLICITY WITHOUT CONSENT. Neither party will issue or
permit issuance of any press release regarding the other party or this
Agreement without prior coordination with and approval by the other party.

       4.3     LINK TO AKOO.COM. EBLD agrees to include a link to Akoo.com
from the page on its Web site listing alliance partners.


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5.     TERM

       5.1     TERM. This Agreement shall be effective as of the date of this
Agreement, and will continue for one (1) year (the "Term"). Both parties
shall have the right to terminate this Agreement upon thirty (30) days
written notice during the first three months of the Term.

       5.2     EARLY TERMINATION. Each party shall have the right to
terminate this Agreement immediately on notice: (a) upon a breach of any
material obligation hereunder by the other party other than those specified
in section 4.1, if such breach is not cured within 30 days following the date
the breaching party receives notice from the non-breaching party describing
in reasonable detail the elements of such breach; (b) in the event the other
party becomes insolvent (I.E., unable to pay its debts in the ordinary course
as they come due); or (c) pursuant to sections 4.1 or 5.1 above.

       5.3     EVENTS UPON TERMINATION. Upon the expiration or termination of
this Agreement for any reason, both parties shall immediately remove all
links to the other party's Content and website(s) and cease all use of the
other party's Marks and any and all use of any kind whatsoever of the other
party's Content.

       5.4     SURVIVAL. Sections 2.4, 4.2, 7 and 8 will survive the
termination or expiration of this Agreement.

6.     REPRESENTATIONS AND WARRANTIES

       Each party to this Agreement represents and warrants to the other
       that: (a) such party has all necessary right, power and authority to
       enter into this Agreement and to perform the acts required of it
       hereunder; (b) the execution of this Agreement by such party and its
       performance of its obligations hereunder do not and will not violate
       any agreement by which such party is bound; (c) such party has (and
       will have throughout the Term) all necessary rights in and to its
       Marks, content links and Content described in this Agreement to allow
       it to make those indicia and materials available to the other party
       and users of that party's website as contemplated by this Agreement
       without violating the rights of any third party; and (d) it has (and
       will have throughout the Term) all necessary rights in and to all
       underlying technology (including both hardware and software) utilized
       in connection with its website and all such underlying technology does
       not infringe on any patent, copyright, trademark, trade secret or
       other intellectual property or proprietary right of any third party.

7.     INDEMNIFICATION

       7.1     MUTUAL INDEMNIFICATION. Each party hereby agrees to indemnify
       and hold harmless the other party, its parent and subsidiary companies
       and their respective officers, agents, directors, employees and
       authorized representatives from and against any costs, losses,
       liabilities and expenses, including court costs, reasonable expenses
       and reasonable attorney's fees that any of them may suffer, incur or
       be subjected to by reason of any legal action, arbitration or other
       claim by a third party arising out of or as a result of a breach of
       the indemnifying party's representations and warranties made
       hereunder, the operations of the indemnifying party's website as
       authorized by this Agreement or otherwise, any allegations that the
       use of the indemnifying party's Marks, Content, links and/or content on
       its violates any intellectual property rights of any third party, any
       allegation that any content on its website is defamatory or violates
       any privacy or publicity rights of any third party, and/or any of its
       other obligations under this Agreement.


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       7.2     INDEMNIFICATION PROCEDURES. If either party entitled to
       indemnification hereunder (an "Indemnified Party") makes an
       indemnification request to the other, the Indemnified Party shall
       permit the other party (the "Indemnifying Party") to control the
       defense, disposition or settlement of the matter at its own expense;
       provided that the Indemnifying Party shall not, without the consent
       of the Indemnified Party enter into any settlement or agree to any
       disposition that imposes an obligation on the Indemnified Party that
       is not wholly discharged or dischargeable by the Indemnifying Party, or
       imposes any conditions or obligations on the Indemnified Party other
       than the payment of monies that are readily measurable for purposes of
       determining the monetary indemnification or reimbursement obligations
       of Indemnifying Party. The Indemnified Party shall notify Indemnifying
       Party promptly of any claim for which Indemnifying Party is responsible
       and shall cooperate with Indemnifying Party in every commercially
       reasonable way to facilitate defense of any such claim; provided that
       the Indemnified Party's failure to notify Indemnifying Party shall
       not diminish Indemnifying Party's obligations under this Section except
       to the extent that Indemnifying Party is materially prejudiced as a
       result of such failure. An Indemnified Party shall at all times have
       the option to participate in any matter or litigation through counsel
       of its own selection and at its own expense.

8.     CONFIDENTIALITY. The parties acknowledge that, in the course of their
       dealings hereunder, each may acquire information about the other, its
       business activities and operations, its technical information and its
       trade secrets, all of which are proprietary and confidential (the
       "Confidential Information"). Each party agrees that the terms of this
       Agreement shall be deemed the Confidential Information of each party.
       During the Term of this Agreement (including any Extension Terms) and
       for a period of two (2) years after the expiration or termination of
       last Extension Term, each party hereby agrees that: (i) all
       Confidential Information shall remain the exclusive property of the
       disclosing party; (ii) it shall maintain, and shall use prudent
       methods to cause its employees, agents and its Affiliates to maintain,
       the confidentiality and secrecy of the Confidential Information; (iii)
       it shall use prudent methods to ensure that its employees, agents and
       its Affiliates do not copy, publish, disclose to others or use (other
       than pursuant to the terms hereof) the Confidential Information; and
       (iv) it shall return or destroy all copies of Confidential Information
       upon request of the other party. Notwithstanding the foregoing,
       Confidential Information shall not include any information to the
       extent that it: (i) is or becomes a part of the public domain through
       no act or omission on the part of the receiving party; (ii) is
       disclosed to third parties by the disclosing party without similar
       restriction on such third parties; (iii) is in the receiving party's
       possession without the receiving party's actual or constructive
       knowledge of an obligation of confidentiality with respect thereto, at
       or prior to the time of disclosure under this Agreement; (iv) is
       disclosed to the receiving party by a third party having no obligation
       of confidentiality with respect thereto; (v) is independently
       developed by the receiving party without reference to the disclosing
       party's Confidential Information; or (vi) is released from
       confidential treatment by written consent of the disclosing party.

9.     GENERAL

       9.1     COSTS. Each party shall be responsible for all costs and
       expenses incurred by it in connection with the performance of its
       obligations under this Agreement.

       9.2     ASSIGNMENT. None of the rights and obligations of the parties
       to this Agreement may be assigned by either party, except (a) to the
       transferee of substantially all of the business operations of such
       party (whether by asset sale, stock sale, merger or otherwise) or (b)
       to any entity that is controlled by, or is under common control with,
       such party.


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                   EXHIBIT A - DESCRIPTION OF LICENSED CONTENT

A. CO-BRANDED MUSIC VIDEO INDEX PAGE

a)     This video index page will be hosted by Akoo and will be promoted from
       the Akoo.com homepage. EBLD will provide indexing information for
       selections of its music video library in digital format so that Akoo
       can include the information in its database in a searchable format with
       links to the co-branded Player.

b)     Includes links to Akoo's top ten music videos, updated weekly or
       bi-weekly.

c)     Links open co-branded Entertainment Boulevard Music/Akoo Music Video
       Player, with streaming content and Player pages served by EBLD.

d)     Player shall include embedded music videos, navigation links, and an
       advertisement as well as any additional content to be mutually agreed
       upon. The Player shall contain both parties' logos. The videos will be
       available in 28k, 56k, 80k, and 300k transfer rates or through any
       mutually agreed upon technology that becomes available during the Term.

B. CO-BRANDED MOVIE TRAILER INDEX PAGE

   a)  This movie trailer index page will be hosted by Akoo and will be
       promoted from the Akoo.com homepage. EBLD will provide indexing
       information for its entire movie trailer library in digital format so
       that Akoo can include the information in its database in a searchable
       format with links to the co-branded Player.

   b)  Links open co-branded Entertainment Boulevard Movies/Akoo Movie
       Trailer Player, with streaming content and Player pages served by EBLD.

   c)  Player shall include embedded movie trailers, navigation links, and an
       advertisement as well as any additional content to be mutually agreed
       upon. The Player will contain both parties' logos. The Content will be
       available in 28k, 56k, 80k, and 300k transfer rates or through any
       mutually agreed upon technology that becomes available during the Term.

   d)  Page and/or Player includes links to Entertainment Boulevard Movies'
       subsections: Coming Soon, Now Playing, and On Video.



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                                 EXHIBIT B
                         AKOO ADVERTISING GUIDELINES

EBLD shall not place any ads on the co-branded player from the following:

1)     Web sites or companies promoting or selling sexually explicit
       materials; or

2)     The following competitors of Akoo.com:

       a)     Streamsearch
       b)     Scour.Net
       c)     Channelseek
       d)     Yack.com
       e)     Streambox
       f)     Global Streams
       g)     Warpradio.com
       h)     Sonicbox
       i)     Kerbango

Akoo.com reserves the right to update this list on a monthly basis.



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                                 EXHIBIT C

                                COMPETITORS

1.    Launch.com
2.    JamTV.Com/Tunes.Com/RollingStone.com
3.    Sonicnet.com/atm.com/mtv.com
4.    Hollywood.com
5.    Reel.com



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     9.3     RELATIONSHIP OF PARTIES. This Agreement does not create a joint
     venture, partnership or principal/agent relationship between the parties
     hereto, nor imposes upon either party any obligations for any losses,
     debts or other obligations incurred by the other party except as
     expressly set forth herein.

     9.4     ENTIRE AGREEMENT. This Agreement states the entire agreement
     between the parties with respect to its subject matter and supersedes
     any prior oral or written agreements. This Agreement may not be amended
     except in writing signed by both parties.

     9.5     APPLICABLE LAW. This Agreement will be construed according to
     the laws of the State of California, without regard to principles of
     conflicts of law.

     9.6     INVALIDITY OF PROVISIONS. If any provision of this Agreement is
     declared or found to be illegal, unenforceable, or void, in whole or in
     part, then the parties will be relieved of all obligations arising under
     such provision, but only to the extent that it is illegal, unenforceable,
     or void, it being the intent and agreement of the parties that this
     Agreement be deemed amended by modifying such provision to the
     extent necessary to make it legal and enforceable while preserving its
     intent or, if that is not possible, by substituting therefor another
     provision that is legal and enforceable and achieves the same objectives.

     9.7     NOTICE. Any notice due by one party to the other will be given
     to the address listed above and marked to the attention of the signatory
     specified below, unless a party hereafter designates a successor address
     or contact person. All notices will be transmitted by private courier or
     facsimile transmission, and will be deemed given as of the date of a
     written courier's receipt or electronic facsimile confirmation report.


ACKNOWLEDGED AND AGREED                  ACKNOWLEDGED AND AGREED

ENTERTAINMENT BOULEVARD, INC.            AKOO, INC.



By: /s/ Stephen Brown                    By: /s/ Tammi K. Franke
   ---------------------------------        ---------------------------------

Name:     Stephen Brown                  Name:  Tammi K. Franke
     -------------------------------          -------------------------------

Title:    CEO                            Title: V.P. Business Development
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