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                                                                   Exhibit 10.31


           2001 SUNDANCE ONLINE RESOURCE CENTER (SORC) - JANUARY 18-28

                                 INTERNETSTUDIOS
                         PRINCIPAL SPONSORSHIP PROPOSAL

                          "PROGRAM DESCRIPTION" - SORC

The Sundance Institute ("Sundance") and InternetStudios.com, Inc.
("InternetStudios") agree to a one (1) year sponsorship of the Sundance Online
Resource Center for a cash contribution of $100,000 (as outlined in Section I.j.
below) from InternetStudios to the Sundance Institute, a not-for-profit arts
organization. InternetStudios and Sundance may each be referred to herein as a
"Party" or collectively, as the "Parties". The contribution of InternetStudios
supports the 2001 Sundance Film Festival and the Institute's core programs.

Whereas, each Party warrants and represents that it is free to enter into and
fully perform the terms and conditions of this Agreement and it has the full and
unconditional right and power to enter into this Agreement under the following
terms and conditions.

Whereas, InternetStudios agrees to support Sundance by creating the Sundance
Online Resource Center (SORC), commencing online in December 2000 and on-site at
the 2001 Sundance Film Festival in Park City.

Whereas, the Parties agree to share revenue derived from SORC as set forth
herein.

Whereas, the Sundance acknowledges that InternetStudios will serve as and be
recognized as the "Principal Sponsor" or the SORC.

Whereas, the Parties agree any and all third party sponsor agreements
specifically pertaining to the SORC must be approved by Sundance and
InternetStudios.

Therefore, in consideration of the mutual covenants herein contained, and other
good and valuable consideration, receipt and sufficiency of which are
acknowledged, the Parties agree as follows:

I.    InternetStudios agrees to:

      a.   Create, execute, and implement the SORC and provide technical
           maintenance for the SORC web site, including all hosting and
           streaming services for over 200 filmmaker web pages for Festival
           films, at no charge to Sundance filmmakers. Web pages will consist
           of press/production notes, filmmakers biography, artwork, stills,
           clips/trailers and other materials produced by the filmmakers in
           support of their projects that will be of a technical quality to the
           standards of the website. Data will be provided by Sundance and the
           filmmakers and InternetStudios will update the data on the site in
           accordance with the information provided until January 28, 2001 at
           which time the burden of updates will be upon the individuals

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           filmmakers. Sundance will be responsible for all editorializing of
           the information provided by the filmmakers throughout the life of
           the website.

      b.   Promote the SORC on its web site and distribution network through
           existing resources.

      c.   Host an On-Site Resource Center at the Sundance Digital Center
           during the 20001 Sundance Film Festival. Logistics for the
           Sundance Digital Center including location, dates, activities,
           branding, and additional sponsors or partners for the SORC space
           will be determined by the Sundance Development Team.

      d.   Suggest technical and non-technical sponsors to support this
           endeavor, subject to the reasonable approval by Sundance which shall
           not be delayed or withheld.

      e.   Maintain links and related materials for the SORC.

      f.   Develop and provide Sundance with database reports on films and user
           statistics (including demographic and geographic information) solely
           for Sundance and InternetStudios' internal use.

      g.   Design and create a unique SORC template to be used for Sundance
           filmmaker web pages. All web pages shall be accessible through the
           Sundance Institute web site (page) (WWW.SUNDANCE.ORG) using the SORC
           template. Links from the Sundance Film Festival web pages and the
           SORC pages will be established between Sundance and InternetStudios.

      h.   Design the web page(s) for the SORC site, subject to final approval
           by Sundance. Web pages will include "Powered by InternetStudios" or
           similar credit as mutually agreed upon. The site will go live in
           mutually agreed upon stages but in no event any later than January
           10, 2001 and will remain active for 30 days or longer as mutually
           agreed.

      i.   Develop industry services such as online directories, calendars of
           events, and online screening schedules, as approved by Sundance.

      j.   Be recognized by Sundance as the "Principal Sponsor" of the SORC for
           a one-year sponsorship contribution of $100,000. InternetStudios
           will be granted first right of refusal the following year. Financial
           commitment is not predicated on additional promotional/sponsorship
           generated by Sundance/InternetStudios. First payment of $50,000 is
           due by December 1, 2000 or execution of the Sponsorship Agreement
           whichever is later. Second payment of $50,000 is due by January 5,
           2001.

II.   Sundance agrees to:

      a.   Provide film contact information, exclusive to InternetStudios
           (except for an existing agreement with Sundance Channel or other
           sponsors), until such information has been made public.


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      b.   Handle all correspondence among the filmmakers and assist in the
           delivery of materials to InternetStudios for streaming and hosting.

      c.   Place a limited number of computer terminals to be determined by
           space considerations but in no event fewer than 5 terminals at the
           Sundance Digital Center Exhibit Area on Main Street, in a room
           designated as the SORC. Additionally, 2-4 systems will be placed on
           the main floor of the Sundance Conference Area at the Prospector in
           Park City. Terminals placed within the SORC space, the Sundance
           Digital Center Exhibit Area and Conference Areas at the Main Street
           Mall or Prospector Square will be supplied by InternetStudios and
           shall display the SORC web pages and links to other Sundance sites.
           Terminals in other locations throughout the Sundance Festival will
           be supplied by Sundance or other affiliated sponsors.

      d.   Host a presentation at the Sundance Digital Center during the
           Sundance Film Festival for InternetStudios to showcase the SORC and
           InternetStudios' technical services and resources.

      e.   Make all commercially reasonable best efforts to promote the SORC.

      f.   Announce the Sundance Online Resource Center in press announcements
           including mention of InternetStudios as the co-producer of the SORC
           with the Sundance Institute. InternetStudios must approve the text
           of each announcement prior to release.

      g.   Publish and disseminate printed material on the SORC to filmmakers,
           press and festival attendees at the Sundance Film Festival.

      h.   Dedicate at least two Sundance staff members or volunteers for the
           purpose of gathering, preparing, and delivering data to
           InternetStudios.

      i.   Additional benefits and guidelines to be determined by the Sundance
           Development Team and as defined in the official sponsorship benefits
           as outlined below.

III.  The Parties jointly agree to:

      a.   Announce and create awareness for the Sundance Online Resource
           Center through website promotions, press announcements, and
           additional materials produced by Sundance. Additional costs shall be
           mutually approved and payments shall be determined in good faith.

      b.   Operate in good faith to further the success and awareness of the
           SORC.

      c.   Develop a unique SORC sponsorship page (the "SORC Sponsorship
           Page"), subject to the creative control of Sundance and pre-approval
           of both Parties. The Parties will work in good faith to cultivate
           sponsors for the SORC.


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      d.   Share any and all revenue from sponsorships and advertising as
           outlined below following the recoupment of an initial $50,000 to
           InternetStudios for development costs. Revenue will be split as
           follows:

           i.    Technical Sponsors: The Parties will equally split (50/50) the
                 revenue from any and all SORC sponsorships paid by firms that
                 provide services related to the functionality, design, or
                 exhibition of the SORC online and offline. Such revenue will be
                 above and beyond the services provided. The services shall not
                 be counted as revenue.

           ii.   Non-technical Sponsors: The Parties will equally split (50/50)
                 the revenue from any and all SORC sponsorships paid by
                 entities that do not provide any services for the SORC.

           iii.  Costs to create the banners or related advertising or
                 sponsorship materials including but not limited to website
                 development shall be considered production costs and will be
                 recouped prior to splitting the revenue or applying to the
                 initial development costs as outlined above.

      e.   Work in conjunction with each other to offer the new sponsorship
           opportunities for the SORC to Sundance Film Festival's existing base
           of sponsors.

      f.   All sponsorship and advertising fees shall be split and paid to each
           other within 7 business days of receipt unless otherwise notified.
           The Parties shall complete a final reconciliation no later than
           March 30, 2001.

IV.   Other Terms and Conditions:

      a.   InternetStudios shall supply a detailed breakdown of anticipated
           functionality and anticipated launching schedule for approval by
           Sundance.

      b.   The design and functionality of the website shall be owned by
           InternetStudios.

      c.   It is contemplated that the content of the website will be expanded
           for day to day use by filmmakers after the Sundance Film Festival.
           Sundance and InternetStudios will mutually determine such direction
           in good faith during the course of development.

                              SPONSORSHIP BENEFITS

In consideration of this contribution, InternetStudios will be named the
"Principal Sponsors" of the 2001 Sundance Online Resource Center. As such,
InternetStudios will receive the package of promotional and entertainment
opportunities outline below, to include the following sponsorship benefits.

    I.    Principal Sponsor Special Promotional Opportunities


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           A.    MARKETING IDENTITY: InternetStudios will enjoy abranding
                 opportunity in association with the 2001 Sundance Online
                 Resource Center. The Sundance Film Festival shall develop the
                 presence of an Online Filmmakers Resource Center to compliment
                 the pre-existing programs of the Institute. The SORC will
                 assist filmmakers in promoting their projects to potential
                 buyers and the press. The SORC would play host to individual
                 web sites for each film including promotional information such
                 as press kits, still images, trailers/interviews, etc. as well
                 as information on cast and crew listings, biographies, contact
                 information, rights availabilities, genre, length and other
                 pertinent information to buyers and foreign sales agents.
                 During the course of the Festival, attendees will be able to
                 access the SORC web site from their own computer screens and
                 from terminals the terminals at the Festival. The SORC onsite
                 presence will be located in a strategic high-traffic venue,
                 including but not limited to Prospector Square, the Shadow
                 Ridge Lodge, The Digital Media Center, the House of Docs, the
                 Gen Y area, and Box Office/Will Call if applicable.

           B.    SUNDANCE ONLINE RESOURCE CENTER: InternetStudios will
                 participate in SORC activities from January 18 -January 28,
                 2001 at WWW.SUNDANCE.ORG. The Festival pages are the most
                 highly trafficked areas of the Sundance Institute website with
                 high repeat traffic during the months preceding the Festival
                 as well as during the month of January. From January - March
                 2000, more than 380,000 distinct hosts were served on the 2000
                 Festival website. Because this is the official site of the
                 Sundance Film Festival, it is linked to many other popular
                 sites, including Yahoo!, The New York Times, CNN, BBC, Wired,
                 MSNBC, Variety.com and E! Online.

                 1.  SORC Online Presence:

                     a)   Electronic Sponsor Acknowledgement: InternetStudios
                          will be prominently acknowledged (logo in leadership
                          position) on the official SORC Sponsorship web page,
                          dedicated to the promotion of the Sundance Digital
                          Center and related activities including the Sundance
                          Online Resource Center, for the duration of the 2001
                          Sundance Film Festival;

                     b)   Company Profile: InternetStudios will be prominently
                          acknowledged in leadership position on the SORC web
                          pages through company profile (250-word editorial and
                          logo or picture);

                     c)   Visitors to the Festival website will be able to
                          access the Principal Sponsor's website by a "hot
                          link" connected to


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                          the Sponsor's logo on SORC web pages and traditional
                          Festival sponsor acknowledgment web pages.

                     d)   SORC shall have a link on all other Sundance Film
                          Festival related sites, including but not limited to
                          Sundance.org, and the Sundance Film Festival web site.

                 2.  SORC Onsite Presence:

                     a)   Sponsor Acknowledgement Board: InternetStudios will
                          be prominently acknowledged (logo) with other
                          sponsors on an official Festival sponsor board (24"
                          by 36"), designed and produced by the Festival staff,
                          and prominently positioned at the official SORC venue
                          in Park City.

                     b)   Sponsor Banner: In addition, InternetStudios may also
                          display a banner in the exhibition space according to
                          the following guidelines.

                          (i)    Banner content limited to corporate logo and/or
                                 appropriate reference to the Festival
                                 sponsorship association; banner content may
                                 not represent other partnerships;

                          (ii)   InternetStudio's affiliated companies OFTVS
                                 and reporterTV shall have a presence at the
                                 Sundance Digital Center in the onsite SORC and
                                 may display their distinct branding and
                                 promotional items.

                          (iii)  Banner content to be pre-approved by Sundance
                                 Institute Management Staff;

                          (iv)   Banner size not to exceed the exhibition space
                                 dimensions, maximum banner size (29" by 72");

                          (v)    Banner may represent InternetStudios corporate
                                 colors or coordinate with the official
                                 Festival color: Red/PMS 187;

                          (vi)   Banner placement and mounting to be approved
                                 and facilitated by the Sundance Online
                                 Resource Center Coordinator. InternetStudios
                                 to ship banner to Development Team Coordinator
                                 per Festival guidelines.

                 3.  Merchandise Distribution at the Sundance Online Resource
                     Center: As a sponsor of the Sundance Online Resource
                     Center, InternetStudios will be given the opportunity to
                     create and


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                     distribute merchandise at the event. InternetStudios will
                     incur all costs associated with the creation, production,
                     display and/or distribution of merchandise. All
                     merchandise/material to be distributed requires
                     pre-production approval by Sundance Institute Management
                     Staff according to established deadlines. Use of the
                     official Festival name must adhere to established
                     guidelines. Refer to "Promotion of Festival Association as
                     described below.

           C.    SUNDANCE DIGITAL CENTER: InternetStudios will participate in
                 Sundance Digital Center activities from January 19, 26, 2001,
                 9:00 a.m. to 6:00 p.m. daily.

                 1.  Onsite Venue Presence:

                     a)   Exhibition Space: InternetStudios will have a
                          designated exhibition space for the duration of the
                          2001 Sundance Film Festival in the Sundance Digital
                          Center Exhibit site. Sponsor is responsible for
                          set-up and take down of any promotional materials or
                          booth.

                     b)   Presentation/Panel Participation: InternetStudios may
                          be asked to participate in schedule presentations
                          and/or discussion panel events as appropriate.

                     c)   Sponsor Acknowledgement Board; InternetStudios will
                          be acknowledged (logo) with other sponsors on an
                          official Festival sponsor board (24" by 36"),
                          designed and produced by the Festival staff, and
                          prominently positioned at a Sundance Digital Center
                          site.

                     d)   Sponsor Banner: In addition, InternetStudios artwork
                          (not including affiliated companies OFTVS and
                          reporterTV) may also display a banner in the
                          exhibition space according to the previously stated
                          guidelines.

                     e)   Volunteers: Sundance will provide volunteers to work
                          with the SORC space and be directed by
                          InternetStudios staff. The number and job
                          descriptions shall be mutually determined.

                 2.  Panel/Presentation Tickets: InternetStudios will receive 4
                     tickets total, to be used for any panel or presentation.

                 3.  Merchandise Distribution at the Sundance Online Resource
                     Center: As a sponsor of the Sundance Digital Center,
                     InternetStudios will be given the opportunity to create
                     and distribute merchandise as per the previously stated
                     guidelines.


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           D.    FESTIVAL VIP RECEPTION: A private reception, hosted by the
                 Sundance Institute Board of Trustees, will be scheduled
                 exclusively for key Festival sponsors and their guests to meet
                 each other and socialize on the first Sunday of the Festival.

                 1.  Onsite Event Recognition:

                     a)   Sponsor Acknowledgement Board: InternetStudios will
                          be acknowledged (logo) with other sponsors on an
                          official Festival sponsor board (24" by 36"),
                          designed and produced by the Festival staff, and
                          prominently positioned at the VIP Reception entry.

                     b)   Event Tickets: InternetStudios will receive 4 tickets
                          to the VIP Reception. InternetStudios will be asked
                          to submit names and position titles of attending
                          guests to the Sundance Development Team Coordinator
                          upon request.

           E.    PROMOTION OF FESTIVAL ASSOCIATION: All printed and electronic
                 (i.e., on-air and online) materials developed for the purpose
                 of promoting and characterizing the Sundance Film Festival and
                 the sponsorship relationship require PRE-PRODUCTION APPROVAL
                 by Sundance Institute Management Staff according to
                 established approval deadlines and the following guidelines:

                 1.  InternetStudios may not use the official trademark
                     "Sundance Film Festival" (logo or line type);

                 2.  InternetStudios may use the name "Sundance Film Festival"
                     restricted to the designated exact working as established
                     for given year (i.e., 2001 Sundance film Festival).
                     Variations (i.e., Sundance Independent Film Festival 2001,
                     Sundance 2001, etc.) will not be approved and are in
                     violation of Sundance trademarks;

                 3.  Use of the name "Sundance Film Festival: restricted to
                     promotional items produced by InternetStudios; promotional
                     items may not represent other partnerships;

                 4.  InternetStudios to submit reasonable rendering of Festival
                     references within context of print and/or electronic
                     format. Sundance Institute Management Staff PRE-PRODUCTION
                     APPROVAL of "Sundance Film Festival" usage on all
                     promotional material is required.

                 5.  Use of the word "Sundance" may never be used alone to
                     characterize the Film Festival or any related experience
                     or entity. The word "Sundance" may only be used as part of
                     the full-designated name "Sundance Film Festival."


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           F.    FESTIVAL SPONSOR PARTICIPATION IN UNOFFICIAL ACTIVITIES: The
                 Sundance Institute will monitor Festival activities and
                 associations (i.e., sponsors with sponsors and/or sponsors
                 with non-sponsors) to evaluate activities and alliances that
                 may misrepresent or negatively impact the Sundance Institute
                 mission and Festival experience or compromise the official
                 status of Festival sponsors. As such, the Sundance Institute
                 has established the following guidelines:

                 1.  Sponsor participation in 2001 Sundance Film Festival
                     unofficial activities (i.e., pre-Festival, Festival, and
                     post-Festival promotions, and Festival onsite activities)
                     require review and pre-approval by the Vice President of
                     the Sundance Institute. Unofficial activities are defined
                     as promotions/activities not included in InternetStudios
                     contract and/or promotions/activities not created, managed
                     and promoted by the Sundance Institute in Festival
                     promotional materials. Festival sponsors to fully disclose
                     in writing their intent to participate alone or with
                     identified parties in unofficial Festival activities, for
                     review and approval prior to contract signing.
                     Unauthorized participation in unofficial activities, via
                     the sponsor or other sources, at the signing of the
                     contract will constitute a breach of contract. The actual
                     amount of the damages upon such breach would be extremely
                     difficult to fix. Accordingly, the sponsorship fee will be
                     immediately due and payable upon notification of breach,
                     and the Sundance Institute shall have the right to
                     terminate the sponsorship agreement, canceling allocation
                     of all remaining redeemable sponsor benefits while
                     retaining all paid sponsorship fees and the right to all
                     unpaid sponsorship fees.

                 2.  The Vice President of the Sundance Institute will review
                     the written disclosure and respond in writing within 10
                     business days from the date of receipt in the Sundance
                     Institute Salt Lake City office. Evaluations will be based
                     on the best interests of the official Festival community.

                 3.  Festival sponsors may not sub-contract sponsor benefits as
                     included in the Sponsor Contract to any other Festival
                     sponsor or "non-sponsor" party.

           G.    PRE-FESTIVAL RECEPTION: Sundance will arrange an informal
                 gathering in New York City for key Festival sponsors and a
                 select group of participating filmmakers in early January.

                 1.  Event Tickets: InternetStudios will receive 4 tickets to
                     the Pre-Festival Reception. InternetStudios will be asked
                     to submit names and position titles of attending guests to
                     the Sundance Development Team Coordinator upon request.


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    II.    PRINCIPAL SPONSOR PRINT AND ENTERTAINMENT BENEFITS

           A.    PRINT AND SIGNAGE RECOGNITION

                 1.  Festival Print Promotional Materials: Principal Sponsors
                     receive recognition on the Sundance Film Festival print
                     promotional materials as follows:

                     a)   Prominent sponsor logo recognition and editorial
                          space (250-word editorial and logo or picture) in
                          special Digital Publication featuring the Sundance
                          Online Resource Center, and other Digital
                          Initiatives, at the Sundance Film Festival circulated
                          to 10,000 Festival participants, top industry
                          professionals, and national and international press
                          during and after the Festival;

                     b)   One full-page 4-color acknowledgement/advertisement
                          in the Digital Publication. Artwork to be provided by
                          InternetStudios;

                     c)   One full-page 4-color acknowledgment in the Film
                          Catalogue. Artwork to be provided by InternetStudios
                          and will be a screen shot of the SORC home page with
                          the urls listed;

                     d)   Prominent sponsor logo recognition in association
                          with the Sundance Online Resource Center in the
                          Sundance Film Festival Film Guide, circulated to
                          40,000 individuals via mailings nationwide and local
                          retail outlets during December and January;

                     e)   Prominent sponsor logo recognition in association
                          with the Sundance Online Resource Center in the
                          Sundance Film Festival Catalogue and prominent line
                          listing recognition on a page dedicated to the
                          Sundance Online Film Festival in the Festival
                          Catalogue circulated to 10,000 Festival participants,
                          top industry professionals, and national and
                          international press during and after the Festival;


                     f)   Most prominent sponsor line listing recognition as
                          the Principal Sponsor in a press release created to
                          promote the Sundance Online Resource Center and
                          disseminated by the Festival;

                     g)   Sponsor logo recognition in "Thank you from Sundance
                          Institute" ad in a national select film industry
                          publication post-Festival and in The New York Times;


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                     h)   Alphabetical sponsor line listing recognition on the
                          Sundance Institute Contributors List printed in
                          select program and event publications throughout the
                          year.

           B.    SPECIAL TICKET PACKAGES: The ten-day Festival offers many
                 exciting entertainment opportunities for your executives and
                 clients. Principal Sponsors receive the following package of
                 tickets for preferred guests to special events and parties at
                 the Festival:

                 1.  4 tickets - Pre-Festival Reception

                 2.  14 tickets - Official Sundance Film Festival Sundance
                     Online Film Festival Party

                 3.  4 tickets - VIP Reception during the Festival

                 4.  Pre-Festival ticket selection for 2 company
                     representatives. Additional tickets will be provided for
                     these individuals per on-site ticket requests through the
                     Sundance Development Team Coordinator or the Sundance
                     Press Office.

                 5.  15 Festival Badges - offering unlimited access to the
                     Hospitality Suite, House of Docs, and the Music Cafe.

                 6.  12 Tickets - "Best of the Festival" Post-Festival Event in
                     L.A.

                 7.  12 Tickets - "Best of the Festival" Post-Festival Event in
                     N.Y.

           C.    AFTER THE FESTIVAL:

                 1.  Future Projects: The Institute will give first right of
                     refusal to Principal Sponsors for new technology
                     initiatives.

The Sundance Institute is a multidisciplinary arts organization dedicated to the
development of artists of independent visions, both national and international.
Filmmakers, writers, theatre artists, and composers are among the creative
individuals supported by Sundance. The Institute seeks to offer the artistic and
professional resources that will best realize new talent in an atmosphere of
encouragement, collaboration, freedom of expression, and freedom to experiment.

Through its mission to explore the artistic possibilities of filmmaking, and its
emphasis on supporting films with unique stories and rich characters, the
Institute promotes aesthetic diversity in contemporary filmmaking. It nurtures
creativity and innovation in artists from other disciplines and encourages the
infusion of perspectives from a range of art forms into filmmaking. The
Institute's newest endeavor is the Sundance Documentary Film Program. The
mission of this new program is to nurture the growth of nonfiction filmmakers,
encourage the exploration of innovative nonfiction storytelling, and promote
documentary exhibition to a broader public. Additionally, Sundance fosters the
development of new work for the American theatre. Its theatre program has a
long-term interest in the creation of work for children and


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offers teacher-training programs in the arts. Another project recently
inaugurated by the Institute is the Sundance Collection at UCLA, an archive
dedicated to the collection and preservation of independent film. The Sundance
Institute provides a meeting ground, a place where inspiration and discussion
lead to action.

The provisions contained herein constitute the entire agreement between the
parties hereto with respect to the subject matter hereof, an no statement or
inducement with respect to the subject matter hereof by either party hereto or
by any agent or representative of either party hereto which is not contained in
this Agreement shall be valid or binding between the parties

No provision of this Agreement may be modified, waived or amended except by a
written instrument duly executed by each of the parties hereto. Any such
modifications, waivers or amendments shall not require additional consideration
to be effective.

It is understood that Sundance Institute qualifies as a 501(c)(3) non-profit
organization under rules established by the Internal Revenue Service, and that
InternetStudios is entitled to deduct a percentage of the grant allowable by
law. Sundance Institute will provide InternetStudios with documentation
verifying the value of their contribution on or before March 31st, 2001.


AGREED AND ACCEPTED


Nicole Guillemet                           Heidi Lester
For the Sundance Institute                 CEO
Its Vice President                         InternetStudios

                                           Date

                                           INTERNETSTUDIOS
                                           1351 4th Street, Suite 227
                                           Santa Monica, CA 90401
                                           (310) 394-4025

Ian Calderon
Director of Digital Initiatives

Date

SUNDANCE INSTITUTE
307 West 200 South
Salt Lake City, UT 84101
(801) 328-3456


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