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                                  AGREEMENT

This Agreement is dated as of December 3, 1999, between Entertainment
Boulevard, Inc., a Nevada corporation located at 12910 Culver Boulevard,
Suite I, Los Angeles, CA 90066 ("EBLD"), and Youthline USA, Inc., a Delaware
corporation, located at 4581 US9, Howell, New Jersey 07731 ("YUSA"). In
consideration of the mutual premises and undertakings stated herein, the
parties hereto agree as follows:

1.     TRADEMARKS

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

2.     DEVELOPMENT OF YUSA WEBSITE

       2.1     RESPONSIBILITIES OF EBLD. EBLD shall be responsible for the
               development and enhancement of the YUSA website, all in
               accordance with the specifications, and to the satisfaction of
               YUSA. All changes with respect to the YUSA website shall be
               made by EBLD. EBLD acknowledges that the YUSA site must be
               relaunched no later than January 3, 2000. After the YUSA site
               is relaunched, EBLD shall be required to provide weekly
               services (for no additional charges) of no less than 20 hours
               nor more than 40 hours (as requested by YUSA).

       2.2     EBLD SERVER. EBLD shall host the YUSA website ans shall provide
               access through its server at a site agreed upon by YUSA. YUSA
               may, at its sole discretion, decide to host the website and
               provide an alternate server for same.

3.     CONTENT

       3.1     SITE PRODUCTION. EBLD shall build, serve, and produce the
               Youthline-USA.com website. EBLD shall give YUSA a pass code in
               order for YUSA to upload content to the Youthline-USA.com
               website. All content contained on the Youthline-USA.com will
               be approved exclusively by YUSA.

       3.2     MULTIMEDIA CONTENT. EBLD will provide YUSA the right to add
               any of EBLD's content, products or services on the YUSA
               website. YUSA will have sole and absolute authority to provide
               such content, products or


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               services to the YUSA website. In addition, EBLD shall provide
               new multimedia products as requested by YUSA.

       3.3     LICENSE. (a) EBLD hereby grants a non-exclusive cost-free
               license (without the right of sublicense other than to YUSA
               customers or Schools) throughout the Term of this Agreement to
               YUSA to use the certain content owned and/or controlled by
               EBLD, as described on Exhibit A (collectively, "EBLD Content")
               in connection with YUSA, solely as stated on Exhibit A. YUSA
               will not establish any direct hypertext links between
               Youthline-USA.com and the site of an EBLD competitor as
               outlined in Exhibit B.

               (b) All content on the website as of the termination date of
               this Agreement shall be the property of YUSA. All streaming
               content (audio and video) shall continue to remain on the YUSA
               website (for no charge) so long as same is still licensed
               (including renewals thereof) to EBLD.

               (c) EBLD may not publish any of the YUSA website content on
               its own site but may only provide a hypertext link to the YUSA
               site. Nor can EBLD license any of such content to any third
               party. None of the EBLD sites may contain any educational
               childrens programming (other than the reference to the YUSA
               site), unless YUSA decides not to provide such specific
               content on its own site. EBLD may not offer its services,
               content or products to any other childrens
               educational/entertainment company during the term of this
               Agreement. EBLD may not establish hypertext links between EBLD
               sites and the sites of any YUSA competitor as outlined on
               Exhibit C (which may be updated from time to time by YUSA).

       3.4     PROMOTION. EBLD shall actively promote the YUSA website within
               its own site.

       3.5     PUBLICATION OF CONTENT. Neither party will use the Content of
               the other's site in any way without the consent of the other.
               All content, technology, systems, etc. developed by EBLD on
               behalf of YUSA, shall belong to YUSA at the termination of
               this Agreement.

       3.6     QUALITY CONTROL. EBLD agrees to maintain the quality of the
               site of the Youthline-USA.com site to a level satisfactory to
               YUSA. If YUSA, in its reasonable discretion, determines that
               the Youthline-USA.com site falls below its expectations and
               does not otherwise meet its editorial standards, YUSA will
               notify EBLD to that effect in writing giving specific details
               of the failure to meet such expectations or standards, and
               EBLD 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
               Youthline-USA.com site has not sufficiently improved, YUSA
               may


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             terminate the Agreement effective immediately upon the receipt by
             the other party of notice of termination. EBLD shall be responsible
             to cure any material malfunctions or problems with the site within
             24 hours of notice of same.

       3.7   LIMITATION OF RIGHTS. YUSA's use of the EBLD's Marks and Content
             as well as the use of the any content 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, other than as set forth herein.

4.     FINANCIAL

       4.1   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.

       4.2   PRODUCTION FEE. YUSA shall pay to EBLD a one-time fee of two
             hundred thousand dollars ($200,000). One hundred thousand
             dollars ($100,000) shall be due upon signature of this
             Agreement, and the additional one hundred thousand dollars
             ($100,000) shall be due upon the re-launch of the
             Youthline-USA.com website. The relaunching of the YUSA site
             shall be no later than January 3, 2000. If same is not completed
             at such date, EBLD shall return the $100,000 payment referred to
             above.

       4.3   ADVERTISING.

             (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 and set all
             packaging and pricing 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. The parties acknowledge that both
             YUSA and EBLD are entitled to sell advertising on the YUSA site,
             PROVIDED, HOWEVER, all such advertising is pre-approved by YUSA
             to ensure appropriateness of same.

             (b) ADVERTISING GUIDELINES. YUSA will not sell any advertising for
             Youthline-USA.com to the parties listed on Exhibit B attacthed
             hereto. EBLD will not sell advertising for EBLD sites to the
             parties listed on Exhibit C attached hereto.

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             (c) PAYMENTS. Each party shall pay to the other with respect to all
             advertising revenues generated a sum equal to that percent of the
             gross revenues actually received on behalf of the Youthline-USA.com
             website hereunder. For the purposes hereof, the Revenue Split will
             be as follows: EBLD 50%, YUSA 50%.

             (d) PAYMENT SCHEDULE. Each party shall pay the other
             its share of revenue within thirty (30) days after the end of each
             month.

             (e) AUDITS. EBLD or EBLD's designated representative shall have
             the right, at YUSA's usual place of business, during business
             hours and on reasonable notice to YUSA (but in no event more
             than once annually), to examine and copy at EBLD's sole expense
             (provided EBLD keeps such copies confidential and uses them
             solely in connection with EBLD's audit rights hereunder, in any
             proceeding hereunder, or in any necessary business disclosures
             to a third party subject to such third party's agreement to
             retain such confidentiality) YUSA's books and records to confirm
             the accuracy of any such statmenets not otherwise deemed
             accepted. In the event that such audit reveals a discrepancy in
             the amounts owed EBLD from what was actually paid, YUSA shall
             pay EBLD the amount of such discrepancy. If such discrepancy is
             in excess of five percent (5%) of the amounts actually paid to
             EBLD, YUSA shall reimburse EBLD for the cost of such audit. YUSA
             or YUSA's designated representative shall have the right, at
             EBLD's usual place of business, during business hours and on
             reasonable notice to EBLD (but in no event more than once
             annually), to examine and copy (provided YUSA keeps such copies
             confidential and uses them solely in connection wtih YUSA's
             audit rights hereunder, in any proceeding hereunder, or in any
             necessary business disclosures to a third party subject to such
             third party's agreement to retain such confidentiality) EBLD's
             books and records to confirm the accuracy of any such statements
             not otherwise deemed accepted. In the event that such audit
             reveals a discrepancy in the amounts owed YUSA from what was
             actually paid, EBLD shall pay YUSA the amount of such
             discrepancy. If such discrepancy is in excess of five percent
             (5%) of the amounts actually paid to YUSA, EBLD shall reimburse
             YUSA for the cost of such audit.

     4.4     PRODUCT SALES. EBLD and YUSA will offer users the opportunity to
             purchase products through an online retail stor (the "Store") as
             follows: (it being understood that EBLD shall be exclusively
             responsible for development and build-out of the Store).

             (a) LINKS. Youthline-USA.com will include a button to link to the
             Store in a mutually agreed upon design.

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             (b) PRODUCTS. YUSA shall have sole and absolute discretion to
             determine the products to be available from the Store.

             (c) ORDER PROCESSING. The Store will process product orders
             placed by customers who follow these links from
             Youthline-USA.com to the Store site. The Store reserves the
             right to reject orders that do not comply with any requirements
             that the Store periodically may establish. The Store 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. The Store will track sales made to customers who
             purchase products using the links from Youthline-USA.com and
             will send EBLD and YUSA reports summarizing this sales activity.

             (d) CUSTOMER DATA. EBLD and YUSA shall both own and retain all
             right, title and interest in all names, addresses and other
             identifying information of users of the Store. EBLD and YUSA
             shall agree upon any future uses (and limitation to same) to
             such data base.

             (e) FEE SCHEDULE. EBLD and YUSA will share equally in the net
             revenue of the Store. "Net Revenue" shall be defined as sales of
             product less cost of product and costs for shipping, handling,
             gift wrapping and taxes. All funds generated by the Store will
             be deposited into a separate bank account of EBLD. The account
             will require that all checks, wires, etc. will need two
             signatures (one each from EBLD and YUSA).

             (f) PRICING. EBLD and YUSA will determine the prices to be
             charged for products sold in the Store, other than items
             purchased through IFill.

             (g) TERMINATION. Upon termination, the Store will be the exclusive
             property of YUSA.

5.   APPROVALS

     5.1     PRIOR APPROVAL REQUIRED. All uses by either party of the other
             party's Marks and 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.

     5.2     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.

6.   TERM


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     6.1     TERM. This Agreement shall be effective as of the date of this
             Agreement, and will continue for two (2) years (the "Term").

     6.2     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
             5.1 or 6.1 above.

     6.3     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, other than as
             set forth herein.

     5.4     SURVIVAL. Sections 3.7, 5.2, 8 and 9 will survive the
             termination or expiration of this Agreement.

7.   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 an 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.



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8.     INDEMNIFICATION

       8.1     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.

       8.2     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.

9.     CONFIDENTIALITY. All information about the development of the EBLD
       Site and the development and launch of Youthline-USA.com disclosed to
       YUSA, its officers, directors, employees and/or agents shall be
       treated as confidential. All information about the development and
       launch of Youthline-USA.com disclosed to EBLD, its officers,
       directors, employees and/or agents shall be treated as confidential.
       Such confidentiality is of the essence to this Agreement.


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10.    GENERAL

       10.1    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.

       10.2    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.

       10.3    RELATIONSHIP OF PARTIES. This Agreement does not create a
               joint venture, partnership or principal/agent relationship
               between that 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.

       10.4    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.

       10.5    APPLICABLE LAW. This Agreement will be governed by and
               construed in accordance with the laws of the State of New
               Jersey, without regard to principles of conflicts of law. Each
               of the parties hereto irrevocably consents to the jurisdiction
               and venue of the federal and state courts located in the State
               of New Jersey.

       10.6    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.

       10.7    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.


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ENTERTAINMENT BOULEVARD, INC.          YOUTHLINE USA, INC.


By: /s/ Stephen Brown                  By: /s/ Saki Dodelson
   -------------------------              -------------------------
Name:  Stephen Brown                   Name:  Saki Dodelson
Title: CEO                             Title: President

















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