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                                                                   Exhibit 10.21


                                   [GRAPHIC]
                                      tpm


Thursday, December 06, 2001


Mr. Steven Lampert

PowerChannel Holdings Inc.
20 Squadron Blvd.
New City, NY 10956


Dear Steven:

The following letter shall constitute the points of agreement between Target
Promotions & Marketing, Inc. (TPM) and PowerChannel Holdings, Inc. (PC) with
regards to marketing services offered by TPM.

         1.       Term. The term of this agreement is for four (4) months
                  beginning December 1, 2001 and ending on March 31, 2002.

         2.       Duties. TPM has been retained to provide marketing services
                  for PC, specifically:

                  a.       Develop marketing strategies to help launch PC in the
                           US Hispanic market.

                  b.       Research marketing alliances/cross-partnerships
                           among appropriate partners.

                  c.       Provide TPM sales contacts and resources to help
                           secure these relationships.

                  d.       Represent PC to appropriate partners and sponsors.

                  e.       Provide ongoing PR, coordination, partnership sales
                           and management support for the project after launch.

                  f.       Submit and execute media/marketing plans and budgets.

                  g.       Perform services, as required, to support the above
                           efforts.

         3.       Compensation. PC agrees to pay TPM a monthly fee of Eighteen
                  Thousand Five Hundred Dollars ($18,500) per month on the first
                  day of each month beginning December, 2001 and running through
                  March, 2002.

         4.       Expenses. PC agrees to reimburse TPM within 15 days of invoice
                  for any pre-approved expenses, such as travel, hotel,
                  entertainment, phone, faxes, supplies that are required to

                        8991 SUNSET BOULEVARD, SUITE 309
                        WEST HOLLYWOOD, CALIFORNIA 90069
                       [p] 310-276-8944 o [f] 310-276-9934

                                jim@tpmgroup.com

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                  fulfill the above obligations. Any expense under $250 will not
                  require pre-approval. Any pre-approved expense not paid within
                  15 days is subject to a 10% penalty.

         5.       Additional Materials and/or Services. Any additional materials
                  and/or other services, which are not specifically delineated
                  herein that are authorized by PC shall be billed to PC for
                  payment in advance.

         6.       The Agreement and the rights and obligations of the parties
                  shall be construed in accordance with and be governed by the
                  laws of the State of California. The venue for any arbitration
                  or litigation related to this Agreement shall be Los Angeles
                  County - California.

         7.       This Agreement cannot be amended or modified without a writing
                  executed by both parties.

Steven, thank you for your continued belief in our work.

Sincerely,


Jim Hampton
Chairman

cc.  Robert Nieto
     Michael A. Mathews

AGREED TO AND ACCEPTED BY:

/s/ Steven Lampert
------------------------------------
for PowerChannel Holding, Inc.


------------------------------------
for Target Promotions & Marketing, Inc.


                        8991 SUNSET BOULEVARD, SUITE 309
                        WEST HOLLYWOOD, CALIFORNIA 90069
                       [p] 310-276-8944 o [f] 310-276-9934

                                jim@tpmgroup.com