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                                                                   EXHIBIT 10.46


                              Stan Lee Media, Inc.
                             15821 Ventura Boulevard
                                    Suite 675
                                Encino, CA 91436

February 2, 2000

KBNHA Enterprises, Inc.
c/o The Firm
9100 Wilshire Blvd.
Suite 400W
Beverly Hills, CA 90212

      RE: BackStreet Boys/Stan Lee Media

Gentlemen:

      The following will set forth the agreement between Stan Lee Media ("SLM")
and KBNHA Enterprises, Inc. ("KBNHA ") f/s/o Nicholas Carter, Alexander J.
McLean, Howard Dorough, Kevin Richardson and Brian Thomas Littrell,
professionally collectively known as "The Backstreet Boys" with respect to that
certain property tentatively entitled "The Backstreet Project" which features
superhero-type versions of the actual members of the Backstreet Boys (the
"Property"):

1.    KBNHA has prepared and submitted a written proposal for the Property
      (herein such proposal being referred to as the "Assigned Material"). SLM
      shall develop the Property including, without limitation, add or enhance
      the story lines, scripts, characters, art, etc. (collectively, the
      "Enhancements"). The Assigned Material together with the Enhancements are
      referred to as the Property.

2.    KBNHA and SLM will share equally, subject to paragraph 9 below, in all
      rights of every kind and nature in and to the Property including, without
      limitation, the right to exploit same in all manner and media, as well as
      all merchandising rights, etc. (the "Rights").

3.    The parties mutually shall approve all creative elements of the Property;
      provided, KBNHA shall designate one person as its approval liaison.
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      a)    SLM shall submit each project (such as an individual Webisode or
            comic book, defined as a "Project") for KBNHA 's approval in the
            form of scripts, storyboards or otherwise. KBNHA shall notify SLM of
            any reasonable, required changes within 10 business days. So long as
            SLM complies with such requested changes, KBNHA shall be deemed to
            have approved the particular element.

      b)    With respect to the first Project produced by SLM (e.g., the initial
            Webisode or comic book), if SLM fails or refuses to comply with
            changes requested by KBNHA within a reasonable period, KBNHA shall
            have the right to terminate this agreement by written notice, in
            which event all rights to the Assigned Material shall revert to
            KBNHA and all rights to the Enhancements will vest with SLM, it
            being understood that the Enhancements cannot be exploited to the
            extent same are identified with The Backstreet Boys.

      c)    After creation of the first Project, KBNHA shall not have the right
            to terminate this agreement unless:

            i)    SLM ceases without consent to continue to produce new Projects
                  within 30 days after written notice from KBNHA ; or

            ii)   SLM produces Webisodes or comic books which shall not have
                  reasonably been approved by KBNHA as set forth in
                  sub-paragraph (a) above.

            iii)  SLM terminates its relationship with Stan Lee.

4.    Stan Lee and Nick Carter shall share "created by" credit with respect to
      the Property and Enhancements; provided, neither shall receive any
      additional compensation in connection therewith.

5.    SLM shall produce an initial twelve (12) "Webisodes" based on the
      Property, consisting of animated episodes of approximate five (5) minute
      duration for initial exploitation over the Internet at websites mutually
      designated by the parties but including in all events any websites owned
      or operated by SLM and, if SLM and KBNHA can work out a mutually
      acceptable agreement with Shockwave, via the "Shockwave" website. It is
      understood that a mutually acceptable deal with Shockwave will include
      equity in Shockwave. At SLM's discretion, SLM shall have the right
      initially to produce more or less than 12 Webisodes of more or less than 5
      minutes duration, with the intention that the total, initial minutes of
      production shall approximate one hour. SLM shall have the right, at its
      sole discretion, to produce additional


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      Webisodes featuring the Property, totalling no more than 120 minutes per
      year (each such year of production being deemed a "Production Year", with
      the first such year commencing on execution hereof), for a period of four
      Production Years from execution hereof. Notwithstanding the foregoing,
      KBNHA shall have the right upon written notice to SLM no less than 90 days
      prior to the close of the second Production Year of the term to elect not
      to proceed with the third and fourth Production Years of the term.

6.    KBNHA will use best efforts to provide that a majority of the members of
      The Backstreet Boys, personally, will participate with Stan Lee in a press
      conference to launch this agreement and to otherwise cooperate in
      publicizing the Webisodes. It also is agreed that there shall be a
      hyperlink at all official Backstreet Boys website(s), including
      Backstreetboys.com, and the official website for the Backstreet Boys'
      then-current management company, which is presently The Firm, which will
      enable visitors to that site to go directly to the pages at which the
      Webisodes are available for viewing (which pages shall be on a site with
      the URL "Backstreetproject.com" which shall be hosted by SLM); provided,
      SLM agrees that such pages may be viewed within the frame of the
      applicable Backstreet Boys website(s). SLM shall provide KBNHA with
      database information pertaining to persons who view the Webisodes and
      KBNHA and The Firm shall provide database information pertaining to
      visitors to their official websites who view the Webisodes, it being
      understood that neither party shall have the right to sell or license the
      other party's database information to third parties, but shall solely have
      the right to use same for each party's own marketing purposes.

7.    SLM shall have the right to license the Property in all other manner and
      media on such terms as SLM shall determine, but with KBNHA 's consultation
      and approval in respect of each such license; provided, KBNHA shall not
      withhold its approval in a manner to frustrate the purposes of this
      agreement or the ability of SLM to recover its investment in the
      Webisodes. SLM has been advised that KBNHA has a outstanding merchandising
      agreement with Winterland which agreement affects merchandising rights in
      the names and likenesses, and certain other identification related to The
      Backstreet Boys.

8.    SLM shall cause one comic book based on the property to be produced before
      the release of the first Webisode hereunder, subject to KBNHA 's
      reasonable approval. SLM shall cause additional comic books featuring the
      Property to be produced and commercially exploited, in such number as the
      number and content of the produced Webisodes merits, with the intention
      that there will be one comic book for each 30 minutes of Webisodes
      produced.


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9.    All consideration derived from the exploitation of the Property (cash,
      stock, etc.) shall be collected by SLM and allocated and paid in the
      following sequence:

      a)    First, for SLM to recover any and all reasonable out-of-pocket costs
            specifically incurred in connection with production and exploitation
            of the Webisodes, Comic Books and other approved Projects (including
            reasonable allocations for a portion of any SLM internal costs such
            as salaries of SLM employees [other than Stan Lee] to the extent
            that same are rendering specific services on a Project) plus 15% of
            all costs as a services fee in lieu of any costs not associated with
            persons rendering specific services on a Project; and

      b)    Second, 35% to SLM and 65% to KBNHA.

      c)    KBNHA shall receive detailed breakdowns of all of the costs referred
            to in (a) above, and shall have the right to review appropriate
            back-up for any of the allocations addressed therein. It is
            understood that without KBNHA approval the recoupable costs of a
            single Webisode will not exceed $69,000 and of the initial creation
            costs of a single comic book will not exceed $23,000 (not including
            manufacturing and distribution costs). By way of clarification, once
            SLM shall have recouped the costs referred to in 9(a) above, as
            limited by this subparagraph (c), payments under 9(b) above shall
            become payable on a prospective basis.

10.   The term of the agreement shall continue in perpetuity with respect to all
      produced Webisodes and the Property; provided, SLM shall not license the
      Webisodes or Property for new exploitation after the date five years after
      release of the last such Webisode without KBNHA 's reasonable approval.

11.   KBNHA will not authorize any other superhero exploitations of the
      Backstreet Boys during the term. KBNHA shall not otherwise be restricted
      hereunder.

12.   Pursuant to the Stock Option Agreement annexed hereto as an exhibit, so
      long as KBNHA shall not be in material breach of its obligations
      hereunder, KBNHA will receive warrants for 300,000 shares of SLM stock at
      an exercise price of $7.00 per share, which warrants will vest as follows:
      75,000 on execution hereof, 25,000 upon the initial webcast of the first
      Webisode (but not later than 6 months after execution hereof unless KBNHA
      shall have failed to approve the first Webisode by such date), 50,000 upon
      the


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      commencement of the 13th month of the term, 50,000 upon the commencement
      of the 19th month of the term, and (so long as KBNHA shall not have
      exercised its option not to proceed with the third Production Year) 50,000
      shares on the commencement of the 25th month of the term hereof and a
      final 50,000 shares on the commencement of the 37th month of the term
      hereof. The vesting of applicable portions the foregoing shares shall be
      contingent on KBNHA having approved the production of all required
      Webisodes during the prior Production Years of the term.

13.   SLM will compute Gross Revenues as of each March 31, June 30, September 30
      and December 31 for the prior three (3) months. Within ninety (90) days
      after each calendar quarterly period concerned, SLM will send KBNHA a
      statement covering Gross Revenues and will pay KBNHA KBNHA 's share of
      Gross Revenues due.

      a)    SLM will maintain accurate books and records which report the
            recognition of Gross Revenues. KBNHA may, at its own expenses,
            examine and copy those books and records, as provided in this
            paragraph. KBNHA may make such an examination for a particular
            statement within three (3) years after the date when the other party
            sends the examining party the statement concerned. KBNHA may make
            those examinations only during SLM's usual business hours, and at
            the place where it keeps the books and records. Such books and
            records shall be kept at the SLM office in Los Angeles, California,
            unless otherwise notified. KBNHA will be required to notify SLM at
            least ten (10) days before the date of planned examination.

14.   Each party agrees to take all action and cooperate as is reasonably
      necessary, at the other party's request and expense, to protect the
      other's respective rights, titles, and interests, and further agrees to
      execute any documents that might be necessary to perfect each party's
      ownership of such rights, titles, and interests.

15.   WARRANTIES; REPRESENTATIONS; INDEMNITIES:

      a)    KBNHA represents and warrants that:

            i)    it has full power and authority to enter into this Agreement.

            ii)   it has sufficient right and authority to grant to SLM all
                  licenses and rights granted by KBNHA hereunder.


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            iii)  the Assigned Material and the use thereof as permitted
                  pursuant to this Agreement shall not violate any law or
                  infringe upon or violate any rights of any Person.

      b)    SLM represents and warrants that:

            i)    it is has the full power and authority to enter into and fully
                  perform this Agreement.

            ii)   the Enhancements developed or furnished by SLM hereunder and
                  the use thereof shall not violate any law or infringe upon or
                  violate any rights of any Person.

      c)    Each party shall at all times indemnify, hold harmless and defend
            the other party from and against any and all claims, losses,
            liability, costs and expenses (including but not limited to
            attorneys' fees) to the extent arising from or relating to any
            breach or alleged breach of this agreement by the indemnifying
            party.

16.   GENERAL:

      a)    Neither party may assign this Agreement, or their respective rights
            and obligations hereunder, in whole or in part without the other
            party's prior written consent. Any attempt to assign this Agreement
            without such consent shall be void and of no effect ab initio.
            Notwithstanding the foregoing, either party may assign this
            Agreement to any entity controlling, controlled by or under common
            control with, the assignor, or to any entity that acquires the
            assignor by purchase of stock or by merger or otherwise, or by
            obtaining substantially all of the assignor's assets, provided that
            any such assignee, or any division thereof, thereafter succeeds to
            all of the rights and is subject to all of the obligations of the
            assignor under this Agreement.

      b)    This Agreement, along with the Exhibits hereto, contains the entire
            agreement and understanding between the parties hereto with respect
            to the subject matter hereof and supersedes all prior agreements and
            understandings relating to such subject matter. Neither party shall
            be liable or bound to any other party in any manner by any
            representations, warranties or covenants relating to such subject
            matter except as specifically set forth herein.


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      c)    This Agreement may be executed in one or more counterparts, all of
            which shall be considered one and the same agreement, and shall
            become effective when one or more such counterparts have been signed
            by each of the parties and delivered to each of the other parties.

      d)    This Agreement may not be amended except by an instrument in writing
            signed on behalf of each of the parties hereto. By an instrument in
            writing, any two parties hereto may waive compliance by the third
            party with any term or provision of this Agreement that such third
            party was or is obligated to comply with or perform.

      e)    This Agreement shall be governed by and construed in accordance with
            the internal laws of the State of California applicable to
            agreements made and to be performed entirely within such State,
            without regard to the conflicts of law principles of such State.

      f)    Each party shall comply in all material respects with all laws and
            regulations applicable to its activities under this Agreement.

      g)    If any provision of this Agreement (or any portion thereof) or the
            application of any such provision (or any portion thereof) to any
            Person or circumstance shall be held invalid, illegal or
            unenforceable in any respect by a court of competent jurisdiction,
            such invalidity, illegality or unenforcability shall not affect any
            other provision hereof (or the remaining portion thereof) or the
            application of such provision to any other Persons or circumstances.

      h)    All notices or other communications required or permitted to be
            given hereunder shall be in writing and shall be delivered by hand
            or sent, postage prepaid, by registered, certified or express mail
            or reputable overnight courier service and shall be deemed given
            when so delivered by hand, or if mailed, three days after mailing
            (one business day in the case of express mail or overnight courier
            service), to the addresses set forth above.

      i)    The parties to this Agreement are independent contractors. There is
            no relationship of partnership, joint venture, employment,
            franchise, or agency between the parties. Neither party shall have
            the power to bind the other or incur obligations on the other's
            behalf without the other's prior written consent.


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      j)    No failure of either party to exercise or enforce any of its rights
            under this Agreement shall act as a waiver of such right.

17.   ZIFFREN, BRITTENHAM, BRANCA & FISCHER: The parties hereto acknowledge that
      the Ziffren, Brittenham, Branca & Fischer law firm has, with the prior
      consent of the parties, represented both Stan Lee Media and certain
      interests in KBNHA Enterprises, Inc. (together with other unrelated
      counsel) in connection with the negotiation and documentation of this
      agreement. Annexed hereto is a copy of a letter agreement affirming such
      consent which is (or shall prior to the execution hereof) executed by the
      parties hereto.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first above written.

AGREED TO AND ACCEPTED

STAN LEE MEDIA                          KBNHA ENTERPRISES, INC.


By:     /s/ Gill Champion               By:    /s/ Kevin Richardson
        ---------------------------            ---------------------------------
Its:    Vice President-COO              Its:
        ---------------------------            ---------------------------------
DATED:  February    2000                DATED:
        ---------------------------            ---------------------------------

      The undersigned acknowledge that they have read the foregoing agreement,
consent to its execution and agree to be bound by the terms thereof as same may
affect them. The undersigned further acknowledge that KBNHA Enterprises, Inc.
has the right to enter into said agreement and, accordingly, guarantee the
performance of KBNHA Enterprises, Inc. of all of its undertakings thereunder.
The undersigned agree to look solely to KBNHA Enterprises, Inc. for any
compensation payable to them in connection with the foregoing.

/s/ Nicholas Carter                     /s/ Alexander J. McLean
------------------------------          ----------------------------------------
Nicholas Carter                         Alexander J. McLean

/s/ Howard Dorough                      /s/ Kevin Richardson
------------------------------          ----------------------------------------
Howard Dorough                          Kevin Richardson

/s/ Brian Thomas Littrell
------------------------------
Brian Thomas Littrell


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