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                                                                   EXHIBIT 10.50

                                    DEAL MEMO


The following memorializes the agreement between WhatsHotNow.com, Inc., (WHN")
and Stan Lee Media, Inc. ("Client") as of August 1, 1999, regarding the creation
of the Client's official online store, according to the following terms and
conditions:

    1.  Design, Host & Operate Online Stores. WHN shall design and host an
        electronic, online store ("Client Store") that shall be accessible from
        Client's official website and WhatsHotNow.com. Client shall have
        approval over the use and placement of Client's name, likeness,
        trademarks and other intellectual property. WHN shall be responsible for
        the information architecture of the site. WHN shall: (i) provide secure
        transaction processing; (ii) fulfill and ship all orders, (iii) provide
        customer service support, (iv) provide Client with sales data; and (v)
        be responsible for maintaining the design and functionality of the
        stores.

    2.  Creation of Unique Merchandise. Subject to Client's approval in each
        instance, and existing third party licenses, WHN shall have the
        non-exclusive right to utilize Client's image, likeness, characters and
        brand identity for the manufacture and sale of consumer products in the
        Client Stores.

    3.  Third Party Products. Client shall provide any and all merchandise owned
        or controlled by Client to WHN on consignment. Client shall use best
        efforts to enable WHN to acquire merchandise from licensees on the best
        terms possible including but not limited to: consignment, and with an
        exclusive window to sell new releases.

    4.  Collectibles and Memorabilia. Client shall provide WHN with collectibles
        and memorabilia suitable for sale, auction, or promotion in the Client
        Store.

    5.  Exclusivity. The Client Store shall be Client's only official online
        store. The Client Store shall, subject to pre-existing agreements, be
        the only exclusively online retailer authorized to sell Client
        merchandise.

    6.  Revenue Sharing and Link Commission.

        o  On merchandise acquired by WHN, WHN shall pay Client 100% of the Net
           Proceeds after deducting a management fee equal to 23% of Gross
           Retail sales.

        o  On merchandise consigned to WHN by Client, WHN shall pay Client 100%
           of the Net Proceeds after deducting a management fee equal to 18% of
           Gross Retail Sales.

        o  On unique consigned merchandise (signed, exclusive, or limited
           editions): WHN shall pay Client 100% of the Net Proceeds after
           deducting a Management Fee equal to 9% of Gross Retail Sales.


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        o  WHN shall pay Client a 10% affiliate commission according to WHN's
           standard affiliate terms for all sales of non-Client Store
           merchandise directly attributable to links from Client's website to
           WhatsHotNow.com.

        o  Net Proceeds is based on the actual amount charged the customer less
           tax, actual shipping and handling, credit card processing, cost of
           goods if applicable, third party commissions if applicable, and the
           WHN management fee.

        o  Gross Retail Sales is the actual amount charged the consumer and
           collected by WHN.

        o  All accounting shall be made within 30 days of the end of each
           calendar quarter.

        o  Client shall have approval over pricing for all consigned
           merchandise.

    7.  Marketing and Promotion. Client shall use its best efforts to promote
        and drive traffic to Client's official website and the Client Store. On
        a minimum of 10 days per year, the Client Store shall be featured on the
        home page of WhatsHotNow.com, and on a minimum of 10 days per year, one
        or more products from the Client Store shall be featured on the home
        page of WhatsHotNow.com. On the confirmation email confirming any
        purchase consisting exclusively of Stan Lee Products, such email shall
        include a promotional link to the Stan Lee community home page. The
        Client Store shall promote and link to the home page of WHN and Client's
        official website in a manner to be mutually approved by the parties.

    8.  Term. The first 90 days of this Agreement shall be considered a trial
        period wherein either party may terminate at any time, thereafter the
        term shall be 1 year and renew automatically for additional one-year
        periods unless either party notifies the other in writing of its
        intention not to renew 90 days prior to the then-current termination
        date.

    9.  Customer Database. Client shall own the customer database created by
        sales generated in the Client Store from Client's Website; provided,
        however, that WHN shall have the perpetual right to use and exploit such
        customer database created hereunder in connection with stores owned
        and/or managed by WHN. WHN agrees that it shall not have the right to,
        and shall not, sell, rent, lease, license or otherwise disseminate such
        customer database to any third party or otherwise exploit the customer
        database except as permitted pursuant to this Agreement.

    10. Audit. Client shall have the right to audit WHN's books and records
        relating directly to the Client Store. No such audit shall occur more
        than once in any twelve-month period, and shall be at Client's sole
        expense and only during WHN's regular business hours after giving WHN
        reasonable notice. If, after an audit, it is determined that there is a
        greater than five percent (5%) difference in WHN's favor between what
        was paid to Client and what should have been paid to Client, then WHN
        shall pay the cost of the audit, including reasonable accountant and
        attorney fees. If, after completion of an audit, Client does not
        commence an action within 90 days in connection with the audited
        statements, such statements shall be deemed correct, conclusive and
        binding.


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    11. Press Releases. Client and WHN shall have mutual approval over any press
        releases by either of them relating specifically to Stan Lee Media
        and/or WhatsHotNow.com. Notwithstanding the foregoing, neither company
        shall be restricted from incidental mentions of the other in its
        marketing or publicity materials as part of a listing of its clients or
        vendors.

    12. More Formal Agreement. The parties anticipate entering into a more
        formal agreement. Until such time, this Deal Memo Agreement shall
        legally bind the parties and govern the relationship.

Understood and Agreed

WHATSNOTNOW.COM, INC.                       STAN LEE MEDIA, INC.



By: /s/                                     By /s/ GILL CHAMPION
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   Its                                         Its  Chief Operating Officer
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