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Exhibit 10.4

AGREEMENT BETWEEN RYAN TUNNICLIFFE AND MEDIATELEVISION.TV INC.

THIS AGREEMENT is made as of October 15, 2000

BETWEEN:
              Mediatelevision.tv, Inc., a company duly incorporated under the
              laws of the State of Delaware, with a registered record office at
              Suite 400, 2711 Centerville road, Wilmington, Delaware 19808 ("the
              Company")
                                                               OF THE FIRST PART
AND:
              Ryan Tunnicliffe, an individual resident at 4 - 345 West 11th
              Avenue, Vancouver, BC V5Y 1T3 ("Ryan")
                                                              OF THE SECOND PART
WHEREAS:

    A.   The Company is in the business of producing and distributing episode
         video Series including FASHIONFREAKZ and several others in development
         (together the "Series") and interactive websites including the sites
         www.fashionfreakz.com, www.mediatelevision.tv, and www.daxula.com
         (together the "Websites").

    B.   The Company wishes to utilize the services of Ryan in connection with
         the Series and the Websites.

    ACCORDINGLY, IT IS AGREED AS FOLLOWS:

    1.   TITLE: Ryan is and independent contractor and his title is VP,
         Production of Mediatelevision.tv, Inc.

    2.   DUTIES: Ryan's duties include overseeing all production activities,
         overseeing all creative activities, hiring production crews, acting as
         director, post-production supervisor and editor of FashionFreakz,
         overseeing development and production of the Series and the Websites,
         and any and all other activities reasonably required to build the
         company.

    3.   NOTICE: Ryan will cease work as an independent contractor on 2 weeks
         notice of termination of Ryan's services from either the Company or
         Ryan.

    4.   PRODUCTION FACILITIES: Ryan allows the Company access to and use of his
         production studio which includes digital video cameras, digital still
         cameras, lighting, microphone and other sound recording equipment, full
         editing suite, special effects facilities, sound editing and music
         production software and equipment and compression facilities basis for
         a period of one year (beginning in October, 2000).
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    5.   COMPENSATION: Ryan is paid as an independent contractor the sum of
         CDN$500 a week, which will increase if the company brings in
         significant revenues. Ryan will be paid 1,000 common shares in
         Mediatelevision.tv, Inc. each month for access to his production
         facility for a total of 12,000 common shares.

    6.   RESULTS AND PROCEEDS: The Company shall own all results and proceeds of
         Ryan's services hereunder, whether such rights results and proceeds
         consist of literary, dramatic, musical, motion picture, mechanical or
         any other forms of works, themes, ideas, compositions, creations or
         production, including all intellectual property rights thereof and
         shall have rights. Ryan hereby expressly waives any moral rights or
         "droit morale" in and to any material created by or contributed to the
         Series or the Websites by Ryan including all of Ryan's performance
         including but not limited to the right to add to, subtract from,
         arrange, revise, adapt, rearrange, make variations of the property, to
         translate the same into any and all languages, change the sequence,
         change the characters and the descriptions thereof contained in the
         property, and to change the title of the same, record and photocopy the
         same with or without sound (including spoken words, dialogue and music
         synchronously recorded), use this title or any of its components in
         connection with works or motion pictures wholly or partially
         independent of said property, and to use all or any part of the
         property in new version, adaptation and sequels in any and all
         languages, to fictionalize persons or events including Ryan and to
         obtain copyright therein throughout the world, and Ryan does assign and
         transfer to the Company in perpetuity to the fullest extent permitted
         by law all the foregoing without reservation, condition, or
         limitations, and no right of any kind, nature or description is
         reserved by Ryan. Nothing contained herein shall obligate the Company
         to use any results and proceeds of Ryan's services hereunder in or in
         connection with the Series or the Websites and the Company and its
         assignees and licensees, at their sole election, may refrain from
         exercising any or all rights granted by Ryan herein entirely, or from
         time to time, or in particular media or territories, without incurring
         liability of any kind to Ryan.

    7.   CREDIT: Ryan shall receive credit on FashionFreakz as "Director" and as
         "Post Production and Compression by Ryan Tunnicliffe" and Ryan shall
         receive appropriate credits on any work he does for the Series, the
         Websites any other productions for the Company.

    8.   INCLUSIVE PAYMENTS: All prior payments and consideration to Ryan shall
         be deemed to be equitable and inclusive remuneration for all services
         rendered by Ryan in connection with the Series or the Websites and are
         being paid by way of a complete buy-out of all rights granted to the
         Company hereunder an no further sums shall be payable to Ryan by the
         Company by reason of the exploitation of the Series and the Website and
         all results and all proceeds of Ryan's services rendered hereunder in
         any and all media throughout the universe pursuant to any collective
         bargaining agreement, if any, or otherwise, by way of residuals, repeat
         fees, pension contributions, or any other monies whatsoever.

    9.   NO INJUNCTION: Ryan acknowledges and agrees that if at any time the
         Company or its assignees or licensees are alleged to be in breach or
         default of any provision of this agreement, the sole remedy of Ryan
         with respect to such breach or default shall be limited to a claim for

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         money damages in an action at law an neither Ryan nor any party
         claiming in the place of or through Ryan shall be entitled to rescind
         or terminate this agreement or to apply for, obtain or enforce any
         injunctive, equitable or other relief of any nature whatsoever which
         would in any manner prohibit, prevent, restrict, impede, delay, or
         otherwise interfere with the complete and unfettered exercise by the
         Company and its assignees and licensees of all rights and licenses
         granted herein including the production, distribution, advertising and
         general exploitation of the Series and the Website and all elements and
         rights therein.

    10.  ASSIGNMENT: the Company shall have the right to assign this agreement
         and any of the rights granted herein, in whole or in part, to any
         person, firm, corporation or entity and nothing contained herein shall
         imply anything to the contrary.

    11.  FURTHER DOCUMENTS: Ryan undertakes and agrees to execute, deliver and
         acknowledge such further documents, instruments and assurances as may
         be reasonably required in order to carry out and implement fully the
         terms of this agreement.

    12.  BINDING ON ESTATE: This agreement shall enure to the benefit of and be
         binding upon the parties hereto and their respective heirs, executors,
         successors, administrators and permitted assigns.

    13.  NO LIMIT ON RIGHTS: Termination of this agreement or of Ryan's services
         rendered, for any reason whatsoever, shall not extinguish or limit any
         of the Company's rights, interests or property in, or title to, the
         results and proceeds of Ryan's services.

    14.  TERM: The term of this agreement is 12 months beginning October 15,
         2001.

    15.  RENEWAL: This agreement will automatically be renewed for a one year
         term at the conclusion of this agreement unless otherwise stated in
         writing by the parties within 2 months of the termination of this
         agreement.

AGREED TO AND ACCEPTED:

/s/ Ryan Tunnicliffe        (signature)
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Ryan Tunnicliffe ("Ryan")

AGREED TO AND ACCEPTED:

Mediatelevision.tv, Inc.

By: /s/ Penny O. Green      (signature)
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    Penny O. Green, C.E.O.