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                                                                    EXHIBIT 10.2


                                    AGREEMENT
                      BETWEEN STAN LEE MEDIA AND MACROMEDIA
                         DATED AS OF __________________

1.    PARTIES AND PURPOSE: Macromedia ("Macromedia") and Stan Lee Media, Inc.
      ("SLM") enter into this agreement for Macromedia to distribute episodic
      super-hero series produced by SLM (the "SLM Series") comprised of
      flash-animated episodes of approximate five minutes duration created for
      initial exploitation over the Internet (Webisodes") for possible
      exhibition on Macromedia's "Shockwave" Internet site or any other site
      established by Macromedia as its premiere site for delivering content on
      the Internet ("Shockwave"). The parties will discuss in good faith the
      possibility of altering the format of the Webisodes (duration, etc.) to
      the extent that it is believed that another format may be more successful;
      provided, neither party can change the format of an Accepted Project
      (defined below) without the consent of the other.

2.    TERM OF AGREEMENT: The Term shall commence on execution hereof and
      continue for five years. If all Webisodes deliverable hereunder have not,
      in fact, been delivered by the end of the Term, then the Term shall be
      extended until the delivery of the last such contractually required
      Webisode. During the term, Macromedia agrees that it intends that
      Shockwave shall be its main website for the delivery of original animated
      entertainment content on the Internet. If, during the term, Macromedia
      shall have a site other than Shockwave as such main site, then SLM shall
      have the option to require Macromedia to place the content produced
      hereunder on such other site, as well as on Shockwave, and, if such option
      is exercised, then all references herein to Shockwave shall thereafter
      refer to both such other site and to Shockwave.

3.    SHOCKWAVE AND THE SLM CHANNEL:

      a)    The parties agree to use reasonable best efforts to find ways in
            which SLM content shall be featured and promoted by Macromedia and
            Shockwave, and SLM and Stan Lee shall promote Macromedia and
            Shockwave. Without limiting the foregoing, for no less than the
            initial six months from webcast of the first Webisode hereunder,
            Shockwave shall establish and maintain a separate "first tier" SLM
            Channel (i.e. a channel primarily accessible directly from the home
            page, as distinct from a so-called "sub-channel", which are
            primarily accessed from first tier channels or other sub-channels)
            within Shockwave (the "SLM Channel"). After the initial six months,
            Macromedia shall have the right to enable access to the SLM Channel
            via a generic link (eg, "superhero" or "comics") on the Shockwave
            home page. Further without limitation, SLM shall use reasonable
            efforts to include references to the SLM Channel URL in all of its
            marketing and advertising activity.


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      b)    During at least the four (4) weeks following its launch, the SLM
            Channel and the first SLM/Shockwave Series (defined in paragraph 4
            below) shall be displayed and promoted ("Featured") more prominently
            than any other content and channels of content on Shockwave.
            Thereafter, the SLM Channel and each SLM/Shockwave Series (defined
            in paragraph 4 below) shall be Featured no less prominently than any
            other content and channels of content on Shockwave; provided,
            however, that during the first four weeks following the launch of
            another series on Shockwave, such series may be Featured in a manner
            more prominent than the SLM/Shockwave Series are then Featured In
            any event the SLM Channel and each SLM/Shockwave Series shall
            continue to be Featured in a very prominent manner at all times, and
            each additional SLM/Shockwave Series (after the first) shall
            prominently be Featured during its launch. The SLM Channel and any
            SLM/Shockwave Series will receive prominent credit in ads and
            publicity issued by Macromedia or under Macromedia' control for
            Shockwave ("Shockwave Ads"), the SLM Channel and any SLM/Shockwave
            Series. To the extent that Shockwave Ads Feature other content and
            not the SLM/Shockwave Series, then Macromedia shall within a period
            of 6 weeks cause to be produced and distributed a substantially
            equal number of ads of substantially equal quality Featuring
            SLM/Shockwave Series without reference to other non-SLM content. In
            the event of an alleged breach by Macromedia of the foregoing, SLM
            shall accord Macromedia written notice and Macromedia shall have 30
            days within which to cure such alleged breach.

      c)    Macromedia shall give good faith consideration to offering SLM the
            first right to produce, for reasonable fees to be mutually agreed,
            additional content to be featured on Shockwave as well as on any
            other age- and theme-appropriate sites and communications owned or
            controlled by Macromedia. The additional content may include, for
            example, interstitial material and material used to entertain a user
            during a download of Macromedia files.

      d)    The SLM Channel shall feature additional content as determined by
            SLM and Macromedia in order to "enhance" the SLM Channel, including
            chat, games, e-commerce, and other community building activities
            ("Enhancements").

      e)    SLM shall have the right to maintain other SLM-branded websites
            which may include Enhancements of SLM/Shockwave Series, archived
            Webisodes of SLM/Shockwave Series and any other programming and
            products, subject to the exclusivity described in 5(b) below.

      f)    Macromedia has reviewed SLM's agreement with AcmeCity and will
            comply with any applicable requirements contained therein. In this
            regard, SLM has represented to Macromedia that the requirement
            applicable to linkage from the SLM/Shockwave Channel is a
            requirement to link to the SLM home page,


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            which, in turn, will provide linkage to AcmeCity. Macromedia will
            rely on such representation in providing such linkage and SLM will
            indemnify Macromedia in connection therewith as described in 13,
            below.

4.    FIRST LOOK:

      a)    The parties agree that the first SLM Series for Shockwave shall be
            "7th Portal" (which shall substantially follow the presentations
            previously given by SLM to Macromedia).

      b)    During the Term, prior to any submission thereof to a third party,
            SLM will submit to Macromedia on a 15 day "first look" basis, any
            project owned or controlled by SLM (or any affiliated entity) which
            SLM desires to develop or produce as a series of Webisodes for the
            Internet. During the first year of the Term, SLM shall make 10 such
            submissions at an average rate of at least one submission every 2
            months; provided that no further submissions shall be required as a
            result of this sentence if SLM no longer has a first look obligation
            hereunder (e.g. 5 have been accepted as described in (c) below). Any
            submission shall include a brief description and tentative character
            designs of the "Key Characters" (as defined below), the universe of
            the series and ideas for possible future episodes, as well as the
            contemplated per-Webisode budget (the "Budget") for the applicable
            Series. Each submission shall be deemed to meet the submission
            requirements unless Macromedia shall, within 3 business days of
            receipt thereof, inform SLM, in writing, of the specific manner in
            which such submission is deficient. To the extent that SLM has
            expenses which benefit more than one project, SLM shall make a good
            faith allocation of such expenses between projects. The budget (and
            the actual costs if a series is, in fact, produced) shall identify
            and include the allocations of such expenses as determined by SLM in
            good faith. If Macromedia is interested in webcasting a submitted
            project on Shockwave and so advises SLM in writing during the
            aforesaid 15 day period, then the project will be deemed an
            "Accepted Project" and Macromedia will pay for each Webisode, within
            5 business days of the SLM's delivery thereof, the amount described
            in the Budget as submitted. Any Accepted Project shall be defined as
            an "SLM/Shockwave Series". The terms hereof applicable to 7th Portal
            shall apply to any such SLM/Shockwave Series. Each Webisode of an
            Accepted Project shall, absent information to the contrary provided
            to Macromedia as part of its submission of such project, be of a
            quality substantially consistent with that of the previously
            delivered Webisodes.

      c)    SLM's duty to submit projects on a first look basis to Macromedia
            shall not apply at any time during which Macromedia shall have
            accepted five (5) projects (subject to the exclusions described in
            the penultimate sentence of this paragraph (c)). Notwithstanding the
            foregoing, if SLM elects at its


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            discretion to cease producing Webisodes of a particular
            SLM/Shockwave Series, it shall have the right to do so, by written
            notice to Macromedia, provided, Macromedia shall again have a first
            look at subsequent projects owned or controlled by SLM (or any
            affiliated entity) which SLM desires to develop or produce as a
            series of Webisodes for the Internet until it has replaced said
            SLM/Shockwave Series. To the extent that any new SLM project is
            either (i) a revival of a prior SLM/Shockwave Series (i.e. new
            Webisodes of such series) which SLM (as distinct from Macromedia)
            has elected to cease producing, or (ii) which has as Key Characters
            one or more Key Characters from existing SLM/Shockwave Series, then
            Macromedia shall have a first look, as described above, regardless
            of the number of SLM/Shockwave Series previously accepted. As used
            herein "Key Character" means any character that has appeared in at
            least 5/13 of the Webisodes of a specific SLM/Shockwave Series for
            any production year, and that was not publicly exploited (on more
            than merely an incidental basis) prior to its inclusion in the
            applicable SLM/Shockwave Series (SLM agrees that no such previously
            exploited character shall be included in more than 5/13 of the
            Webisodes without Macromedia's approval).

      d)    As to any submitted projects that Macromedia rejects or is deemed to
            have rejected (including all SLM/Shockwave Series for which
            Macromedia has failed to exercise its option for additional
            Webisodes as described in 6(a) below ), SLM will be free to set it
            up with a third party, with no further obligation to Macromedia
            (subject, however, if the project has any changed material elements
            (including the Key Characters and the budget) since last passed on
            by Macromedia, to SLM again submitting to Macromedia for a first
            look as described above, the project containing such changed
            elements). SLM's services on such outside projects will not
            interfere with the timely delivery of SLM/Shockwave Series.

      e)    The Budget (as initially submitted by SLM) for each Webisode of a
            SLM/Shockwave Series shall be based on SLM's good faith estimate of
            the costs (prorated over 22 Webisodes or such other number as the
            parties may agree shall be produced with respect to an Accepted
            Project) of producing such Series and shall include an allowance of
            15% for SLM overhead and 10% for SLM profit (with no overhead on
            profit and no profit on overhead). After delivery of the last of
            each block of 22 Webisodes of a particular SLM/Shockwave Series, SLM
            shall deliver a statement of the actual costs incurred in the
            production of such episodes plus overhead and profit as aforesaid.
            If the actual costs (plus overhead and profit thereon) were less
            than the aggregate fees actually paid by Macromedia for said 22
            Webisodes, then Macromedia shall be entitled to a credit equal to
            the difference against future Webisode license fees. Macromedia
            shall have the right to audit SLM's actual costs once per year and
            once per 22 Webisode block within 12 months


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            after submission of the statement referred to above; provided,
            Macromedia shall not have the right to contest SLM's good faith
            allocation of actual costs.

5.    EXCLUSIVITY:

      a)    SLM's services shall be exclusive to Macromedia and Shockwave only
            as specifically set forth herein. For example, it is understood that
            SLM shall have the right to produce programming such as Webisodes
            featuring elements it does not own or control for and with third
            parties outside of this agreement and to maintain other SLM-branded
            websites, without any obligation to Macromedia.

      b)    Each Webisode of a SLM/Shockwave Series shall be available
            exclusively to Macromedia for a period of six months (the "Exclusive
            Webcast Period") from the Initial Webcast Date (as defined in the
            next two (2) sentences). The Initial Webcast Date with respect to
            the first Webisode of a SLM/Shockwave Series shall be mutually
            agreed between the parties but shall be no later than ten (10)
            business days after delivery by SLM of the first three Webisodes of
            such SLM/Shockwave Series unless SLM otherwise agrees. The Initial
            Webcast Date of each subsequent Webisode of a SLM/Shockwave Series
            shall be two weeks after the Initial Webcast Date of the prior
            Webisode of such SLM/Shockwave Series so long as SLM shall have
            timely delivered such Webisode to Macromedia.. SLM shall endeavor,
            in good faith, to deliver the first Webisode of SLM/Shockwave Series
            (in a form reasonably required by Macromedia for exploitation of
            same on the Internet) within 60 days of Macromedia's acceptance
            thereof (or, in the case of a series in years after the first year,
            after Macromedia's exercise of its option for such subsequent year)
            and to deliver the remaining episodes for each production year at
            the rate of approximately one episode each two weeks. SLM shall keep
            Macromedia fully apprised of any material schedule delays as soon as
            SLM is aware of same.

      c)    After each respective 6-month Exclusive Webcast Period, SLM shall
            consult with Macromedia with respect to the subsequent exploitation
            of such Webisodes, with SLM having the final decision with regard
            thereto. All such Webisodes also shall be archived non-exclusively
            on the SLM Channel of Shockwave without additional charges to
            Macromedia, except for the Contingent Compensation described in 10,
            below; provided, however, that if Macromedia shall fail to exercise
            its option for further Webisodes, as described in 6(a) below, and if
            SLM shall thereafter cause new Webisodes of such Series to be
            available on the Internet from a non-Macromedia source, then, after
            the end of the exclusivity period for the Webisodes of such series
            previously delivered hereunder, Macromedia shall no longer have a
            right to authorize any third party to exhibit any past Webisodes of
            such series, all


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            such rights thereafter, as between the parties hereto, being vested
            solely in SLM.

      d)    Macromedia's Webisode exclusivity extends to made-for-the-Internet
            use of Key Characters (but not where such Internet use is primarily
            for the purpose of advertising and marketing non-Internet
            exploitation of such Key Characters) in each SLM/Shockwave Series,
            so long as any Webisodes of such Series are exclusive to Macromedia
            hereunder. Notwithstanding the foregoing such exclusivity shall not
            apply to either (i) Key Characters where Macromedia has elected to
            cancel the applicable SLM/Shockwave Series, (ii) the appearance of
            any Key Characters as "guest stars" on any non-Shockwave series
            owned or controlled by SLM, but in no event may any such third party
            "guest star" appearance of a Key Character exceed 4 Webisodes in
            each calendar year; provided that SLM has obtained a comparable
            right for itself for analogous "guest star" appearances by Key
            Characters from such non-Shockwave series on SLM/Shockwave Series or
            (iii) Webisodes not originally produced in the English language.
            Macromedia agrees that it will not authorize, on sites controlled by
            it, any parody of any character owned by SLM, whether part of an
            SLM/Macromedia Series or otherwise, including, without limitation,
            any character which is intended to trade off the good will of any
            such SLM character (e.g. similar overall look or powers).

      e)    In the event that at the time that SLM initially submits an SLM
            Series for Macromedia's consideration and Macromedia accepts same,
            Macromedia advises SLM in writing that (a) Macromedia is desirous of
            acquiring specific denominated foreign language versions of
            Webisodes of such Series and (b) Macromedia has or will at all
            relevant times have --- established versions of the Shockwave
            website in each such denominated foreign language (i.e., such
            language is the main language of such site), then Macromedia rights
            hereunder shall include the applicable foreign language rights along
            with the English language rights to such Webisodes during the
            applicable Exclusive Webcast Period. In such event, Macromedia shall
            be required to produce (or to have SLM produce) versions of each
            such Webisode translated, dubbed and otherwise re-purposed in and
            for each such foreign language, at Macromedia's expense (and with
            SLM's creative approval under paragraph 7 below), and webcast such
            foreign language version at such site commencing on about the same
            date that such Webisode is webcast in the English language and
            otherwise on the same terms applicable to the equivalent English
            language Webisode subject to any additional laws and regulations
            applicable to the foreign-language version of such Webisode outside
            the United States. With respect to successive production years for
            each SLM/Shockwave Series, at the time Macromedia elects to exercise
            its option to extend under 6(a) below, Macromedia shall again have
            the right to acquire


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            specific denominated foreign language rights on the same terms as
            outlined above.

6.    SLM/SHOCKWAVE SERIES: The terms and conditions of the license fee
      agreement between SLM and Shockwave shall include the following:

a)    With respect to subsequent production years for each SLM/Shockwave Series,
      SLM shall submit to Macromedia, at least 105 days prior to the end of the
      one (1) year period commencing on delivery of the first Webisode for the
      each production year, for the next subsequent production year: (i) any
      required change in the budget, and, (ii) to the extent known as of the
      date of submission, (aa) new character designs (if any) and (bb)
      contemplated story arcs. Macromedia shall have four (4) consecutive annual
      options to have SLM deliver new Webisodes, exercisable in writing no later
      than 90 days prior to the end of the one (1) year period commencing on
      delivery of the first Webisode for the preceding production year, but in
      no event earlier than the date 20 days following the delivery of the
      elements referred to in (i) and (ii) above. Shockwave shall webcast all
      Webisodes of a SLM/Shockwave Series produced, including a minimum of 22
      Webisodes per production year. If Macromedia does not make each such
      Webisode available for viewing at Shockwave on the Initial Webcast Date
      and throughout the entire Exclusive Webcast Period, after notice from SLM,
      then such exclusive period shall end and SLM shall have the right to make
      each such Webisode available at any other websites, at its sole
      discretion; provided, Macromedia shall not be relieved of its obligations
      with respect to all Webisodes for which Macromedia shall have exercised
      its option.

      b)    License Fee:

            i)    SLM/Shockwave Series: For each Webisode of a SLM/Shockwave
                  Series, Macromedia shall pay SLM a license fee equal to the
                  average Webisode budget, as more fully described in 4(e)
                  above.

            ii)   Subject to 8(a) below, Macromedia shall have a credit of
                  $535,500 against the first sums payable to SLM as license fees
                  for Webisodes of the 7th Portal; provided such credited sums
                  shall not be repayable to Macromedia.

7.    CREATIVE CONTROLS: SLM shall have absolute creative control and "final
      cut" with respect to the SLM Series as well as any non-series exploitation
      of any Key Character. "Creative controls" will be deemed to extend to the
      selection of scripts, writers, writing staff, directors, other producers
      (including executive, co-executive, supervising, associate and
      co-producers), consultants, cast and key post-production personnel. To the
      extent that Macromedia shall, with SLM's consent, create or cause


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      the creation of any materials not delivered by SLM hereunder containing
      any Key Character or other SLM element, Macromedia shall submit same to
      SLM, and if SLM has not disapproved same within 10 business days
      (reducible for exigent circumstances, but to no fewer than 3 business
      days) of its receipt, then such submitted material shall be deemed
      approved. SLM agrees that all Webisodes, and all other content delivered
      hereunder shall endeavor to conform to Macromedia's written Standards and
      Practice rules and Quality Assurance Processes applicable to all
      Macromedia Internet Activities and required technical protocols for, so
      long as a copy of such rules and protocol requirements have been delivered
      to SLM prior to the commencement of production of the applicable Webisode.
      If a Webisode that has been approved for exhibition thereafter fails to
      meet Macromedia's Quality Assurance Process standards, the parties
      mutually shall agree on a method to effect any needed corrections. Neither
      party's rights of approval hereunder shall be exercised in a manner so as
      to frustrate the purposes of this agreement.

8.    ADVERTISING AND CREDIT:

      a)    SLM shall pay $178,500 of the advertising costs for the launch of
            the SLM Channel and 7th Portal during or prior to the 4 week period
            referred to in 3(b) above, which costs shall be reviewed and
            reasonably approved by Macromedia.

      b)    The parties shall co-host major media events to announce this
            agreement and the launch of 7th Portal and the SLM Channel.

      c)    All ads and publicity for the SLM Channel and any SLM/Shockwave
            Series, and any press release relating to this agreement, shall
            require SLM's and Macromedia's reasonable approval. No ad under the
            direct or indirect control of or authorized by Macromedia appears in
            conjunction with any SLM/Shockwave Series Webisode or any other use
            of any Key Character (including, without limitation, any ad created
            by a third party which is authorized by Macromedia to appear on a
            Macromedia or Shockwave website containing any SLM/Shockwave Series
            Webisode or any other use of any Key Character) shall advertise a
            product which is inappropriate (using general national US community
            standards) for use by children between the ages of 10 and 18,
            including, without limitation, ads for tobacco, alcohol, drugs
            (whether or not prescription or "over-the counter" drugs), sexually
            related services, gambling and any illegal activity. In the event of
            a breach by Macromedia of the foregoing, SLM shall notify Macromedia
            and Macromedia shall have 24 hours within which to cure such breach
            by removing the applicable ad.

      d)    SLM shall use reasonable efforts to cause Macromedia or its
            individual designee to receive co-production credit or a
            co-executive producing credit in


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            connection with the ancillary exploitation of SLM/Shockwave Series
            elements.

9.    OWNERSHIP: SLM shall own in perpetuity all rights in and to the SLM Series
      and the SLM Channel, including the Webisodes themselves as well as the
      underlying characters and other elements, including all copyright,
      trademark and other rights of every kind and nature, subject only to the
      express rights granted herein, including, without limitation, the right to
      continue exploiting Webisodes after the exclusive period as described and
      subject to 5(b) above.

10.   CONTINGENT COMPENSATION: Macromedia shall receive the following contingent
      compensation in respect of the exploitation of all SLM/Shockwave Series
      and all Key Characters therefrom:

      a)    Internet Licenses: Macromedia shall be entitled to receive 50% of
            all adjusted gross income ("AGI") derived from the following:

            i)    Licenses of English-language Webisodes of a SLM/Shockwave
                  Series to other Internet sites. Macromedia shall be
                  responsible for such licenses during the Exclusive Webcast
                  Period of the applicable Webisode (for no additional fee);
                  provided any such licenses shall require SLM's reasonable
                  approval. After the initial six months, SLM shall be
                  responsible for such licenses.

            ii)   Licenses to Internet sites of non-English language versions of
                  the Webisodes. Subject to 5(e) above (i.e, if Macromedia does
                  not acquire such rights for its own foreign language website),
                  SLM shall be responsible for all such licenses; provided,
                  Macromedia shall have the right reasonably to approve the
                  licensee of any such webcast rights during the Exclusive
                  Webcast Period of the English-language version of the
                  applicable Webisode. In addition to the foregoing, and again
                  subject to Macromedia's rights under 5(e) above, to the extent
                  that SLM desires to license to a third party for webcast
                  during Macromedia's Exclusive Webcast Periods more than a
                  single season's block of non-English language versions of
                  Webisodes (i.e., 22 Webisodes) of an SLM/Shockwave Series,
                  then Macromedia shall have the right reasonably to approve the
                  terms of such a license. Further, and again subject to
                  Macromedia's rights under 5(e) above, to the extent that SLM
                  desires to license to a third party for webcast during
                  Macromedia's Exclusive Webcast Period non-English language
                  Webisodes (i.e., 22 Webisodes) of an SLM/Shockwave Series for
                  which no license fee is denominated but instead SLM is
                  receiving consideration in another form (eg, a purchase of
                  stock in


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                  SLM), then Macromedia also shall have the right reasonably to
                  approve the terms of such a license.

            iii)  Sales of the right to view or download Webisodes from the SLM
                  Channel via the Shockmachine or otherwise. Macromedia shall be
                  responsible for any such sales from Shockwave (for no
                  additional fee); provided that Macromedia shall consult in
                  good faith with SLM as to specific pricing and selection of
                  Webisodes for such sale purposes. After such consultation,
                  Macromedia's decision with regard to pricing for any public or
                  other unrelated third party arms-length sale shall be final.
                  Any sale to a Macromedia related party and any "bundling" in a
                  single sale with non-SLM product shall be subject to SLM's
                  prior written approval.

            iv)   Advertising and Sponsorships on pages on Shockwave exhibited
                  SLM/Shockwave Series, and other uses Key Characters in
                  connection with other Macromedia products. Macromedia shall be
                  responsible for all such advertising and sponsorship sales and
                  shall have the right to designate third parties as its agents
                  for such purposes; provided, the fee charged by Macromedia for
                  such purposes (inclusive of any third party fee) shall not
                  exceed 30%.

            v)    The parties agree that each new Webisode of a SLM/Shockwave
                  Series shall be available for free viewing at Shockwave for a
                  period of no less than three months during the Macromedia six
                  month exclusive period for such Webisode.

      b)    Other Exploitation: Macromedia shall be entitled to receive 10% of
            all AGI received by SLM from all other exploitation of the
            SLM/Shockwave Series and any elements thereof (including, without
            limitation, any Key Characters) including, without limitation,
            advertising on SLM sites, merchandising, ancillary media
            productions, etc. SLM shall be responsible for all such exploitation
            or shall have the right to designate third parties as its agents for
            such purposes; provided, the fee charged by SLM for such purposes
            (inclusive of any third party fee) shall not exceed 30%. SLM shall
            consult in good faith with Macromedia with respect to such
            exploitation. In the event that income is derived from the
            exploitation of SLM/Shockwave Series together with other SLM owned
            properties, SLM shall make a good faith allocation.

      c)    AGI shall be defined as gross sums received by SLM or Macromedia (or
            their respective affiliates) after deducting the following in the
            following order:


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            i)    Any sums included in such gross monies which are contractually
                  required by the payor (e.g., the financier of a television
                  series being produced by SLM) to be expended to create the
                  materials or elements for which the gross monies are paid (eg,
                  a license fee for an episode of a television program which fee
                  includes, in part, the cost of producing the program);

            ii)   Distribution/service/sales fees (described above);

            iii)  Third party participations (which shall be included in the
                  submitted budget or otherwise approved, in writing, by
                  Macromedia); and

            iv)   Costs borne/advanced by SLM, including, by way of example,
                  unreimbursed costs of materials or programming created by SLM
                  to the extent such materials or programming are approved or
                  accepted by Macromedia, and distribution expenses.

      d)    All income shall be collected directly by the party responsible for
            the applicable exploitation, and shall be accounted to the other
            party on a quarterly basis. Each party shall have the right to audit
            the books and records of the other party with respect to sums
            payable hereunder on reasonable notice, no more than one per year or
            once with respect to any accounting period.

      e)    Notwithstanding anything to the contrary contained hereinabove, in
            the event that Macromedia fails to order and exhibit in accordance
            with this agreement 22 episodes of an SLM/Shockwave Series (other
            than due to SLM's actions or omissions), then Macromedia shall not
            be entitled to any share in Contingent Compensation.

11.   ECOMMERCE: Macromedia may from time-to-time establish eCommerce
      businesses. SLM shall endeavor to offer Macromedia's eCommerce businesses
      the first opportunity to provide services to SLM, the SLM Channel and the
      SLM/Shockwave Series. In the event SLM desires to utilize the services of
      any such eCommerce business, the parties shall negotiate in good faith the
      appropriate consideration therefor.

12.   REMEDIES: Excepting only in the case of exploitation of the SLM/Shockwave
      Series Webisodes or the Key Characters which is prohibited hereunder, the
      parties hereto agree that, in the event of a purported breach hereof, the
      party claiming said breach shall be limited to recovering actual damages
      caused by such breach, and in no event shall such party have any right to
      collateral, consequential or punitive damages, or any right to seek
      injunctive or equitable relief.


                                      -11-
<PAGE>   12
13.   INDEMNITY: Each party agrees to indemnify the other from and against any
      and all costs, damages liabilities and expenses (including, without
      limitation reasonable attorneys' fees and expenses) in connection with any
      breach by such party of any obligation or representation hereunder,
      including, without limitation, any claim that the representation contained
      in 3(f) above is incorrect. Upon receiving any third party claim, the
      party receiving same will promptly inform the other party thereof, and the
      indemnifying party shall be solely responsible for all responses to any
      such claim, including, without limitation, any legal responses and
      defenses with regard thereto and the direction of all lawyers in
      connection therewith. If the indemnifying party shall fail to defend
      against such claim, and shall continue to do so for a period of thirty
      (30) days after notice of such failure from the indemnified party, then
      the indemnified party shall have the right to set up a reasonable reserve
      for such claim and to cease making payments or deliveries hereunder until
      such reserve has been filled or the indemnifying party has commenced such
      defense, and such failure to make payment or delivery shall not be a
      breach hereof or extend any dates hereunder.

15.   CLEAR RIGHTS: SLM represents and warrants that (except to the extent where
      there was notification in the original submission or where otherwise
      approved in writing by Macromedia) the Webisodes and other material
      delivered by SLM shall be solely owned by SLM and free and clear of any
      third party claims or encumbrances, or violate the rights of any third
      party (including, without limitation, copyrights, trademarks and the right
      to be free from defamation) when used by Macromedia in the manner
      authorized hereunder.

16.   OTHER TERMS: This agreement is deemed to include other customary terms as
      are set forth in agreements of this nature (e.g., warranties and
      indemnities, E&O, etc.), as same may be negotiated in good faith. Unless
      and until a more formal agreement is signed, this shall constitute a
      binding agreement between the parties.

17.   ENTIRE AGREEMENT; AMENDMENTS: This Agreement supersedes all other prior
      oral or written agreements between the parties, their affiliates and
      persons acting on their behalf with respect to the matters discussed
      herein, and this Agreement and the instruments referenced herein contain
      the entire understanding of the parties with respect to the matters
      covered herein and therein and, except as specifically set forth herein or
      therein, neither party makes any representation, warranty, covenant or
      undertaking with respect to such matters. For purposes of interpretation,
      this agreement will be deemed to have been drafted by both parties. No
      provision of this Agreement may be amended other than by an instrument in
      writing signed by the Company and the Investor, and no provision hereof
      may be waived other than by an instrument in writing signed by the party
      against whom enforcement is sought.


                                      -12-
<PAGE>   13

AGREED AND ACCEPTED:
-------------------

STAN LEE MEDIA, INC.                      MACROMEDIA, INC.


By:  /s/ Gill Champion                    By:  /s/ Loren E. Hillberg
     -----------------------------             ---------------------------------
Its: VP-Chief Operating Officer           Its: Vice President/General Counsel


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