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EXHIBIT   10.d1

                                  MARKETSHARE
                                    PARTNERS

BRAND DEMAND CREATION

MARKETSHARE PARTNERS (MSP) is a Strategic Marketing firm that devises, develops
and oversees execution of unique marketing strategies, with a "skin-in-the-game
approach". We are focused on establishing true partnerships with our clients
through:

     o    OBJECTIVITY: Today's competitive and rapidly altering brand
          environment requires critical, empirical, dispassionate and honest
          appraisals in order to effectively meet or beat goals and objectives,
          and sustain brand vitality. Objectivity reduces risks and
          uncertainties in order to lead the market and arrive on, or ahead of
          trend. MarketShare Partners derives its strategic inspiration from
          seeking and understanding measurable, quantifiable truths - provided
          via tools like the cutting edge marketing econometrics analytics, or
          the study of customer loyalty data.

     o    ACCOUNTABILITY: Unlike a consulting firm or an ad agency, MSP marries
          world-class strategy, creative and the ability to bring the solutions
          to life, all with a performance-based, `skin in the game' philosophy
          that perfectly aligns our goals with your goals. We're leading the
          trend toward risk sharing and objectivity and as a result, are working
          with some of the world's most respected brands who are eager for fresh
          ideas, committed partners with deep experience, and partners willing
          to stand by their convictions.

     o    OPPORTUNITY CREATION: We're guided by the principle that intellectual
          capital for brands represents value-based investments to be
          proactively developed, and managed as assets for growth. Through both
          intellectual analysis and informed intuition, we identify appropriate,
          high-impact opportunities that maximize our partner's brand equity,
          reinforce existing markets and identify new, high-yield markets.

The result is the firm corporate CEOs would design for their ideal growth
partner: innovative thinkers and creators who are motivated financially as
strategic partners, not vendors. True partners, finally, through objectivity and
goal congruence. Innovative accountable and breakthrough Brand Demand Creation.

ROADMAP TO PROFIT MAXIMIZATION

MarketShare has developed a series of proven and proprietary analytic and
strategic services that work in tandem to identify the highest profit potential
initiatives and practices:

The best way to escape a problem is to solve it. Here's how we solve problems:

o    CRITICALANALYSIS BRAND NAVIGATION SYSTEM(TM), the most sophisticated market
     response model available to best allocate marketing dollars that drive
     customer acquisition, retention and cross-sell. To ensure objectivity,
     we've created a partnership with a team at UCLA to create the latest in
     marketing optimization. Indeed, the basis of CriticalAnalysis won the
     University of California system the Nobel Prize in Economics this year. It
     doesn't stop with analysis -- our interpretation of the findings in to an
     action plan, followed by the creation of a full-loop system for
     accountability, ensures the learnings and optimization will make a positive
     impact.

o    MARKET-MAKING STRATEGIC PLANNING: fresh strategic and creative concepts to
     help brands expand into new offerings, as well as improve results of
     current initiatives. From brand extensions to branded business ventures, to
     recommended partnership with other brands, to M&A or investment
     recommendations to solve brand or market challenges, we are focused on
     driving growth in new ways. Labeled by some of our partners as 'Corporate
     Entrepreneurs', MSP is creating market-making demand solutions to drive
     growth


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o    BRANDED ENTERTAINMENT 2.0: Content is omnipresent. But CONTEXT is what
     gives sense-making abilities... what makes brands useful, entertains us,
     and changes our lives. There are many entertainment, media, and advertising
     execs trying to connect these dots, each trying to repurpose an old and
     existing business model to get to a larger share of your budget, but none
     doing so strategically or with full econometric accountability. MSP is
     strategically developing context in the quest to touch the increasingly
     difficult consumer. By being based in Los Angeles, the undisputed center of
     entertainment worldwide, we can naturally drive deals that can't be done
     remotely via our deep relationships and brand know-how.

WE CREATE SUCCESS

MSP's team has a rich and illustrious history, both together and prior to
forming MSP. Team and member successes include:

o    SONY PICTURES: creation of econometric analysis that optimizes marketing
     investment for Or, title releases, derived via a top to bottom analysis of
     key performance metrics

o    VIRGIN: creation and launch of Virgin Digital, Virgin's answer to Apple
     iTunes. Responsible for business offering, capital raising, creative
     positioning and launch oversight as equity participant.

o    GREEN FINANCIAL: equity participant in the creation, formulation and launch
     of an entirely new financial services offering. Responsible for offering,
     positioning, launch strategy and distribution solutions.

o    TIME WARNER: equity participant in the creation of a television series
     bringing to life Time Magazine covers of the past several decades.
     Responsible for concepting, strategy, creative and distribution.

o    IMAX: equity partner in the creation of several branded releases.
     Responsible for creation, production, identification of brand partners and
     launch marketing.

o    PLAYBOY: development of an entirely new channel of distribution - direct to
     consumer. Responsible for strategic planning, brand asset evaluation,
     content, infrastructure creation {fulfillment/telemarketing}, program
     execution management and oversight

o    BUILD-A-BEAR WORKSHOP: assisted in the successful migration of a large
     retailer into an entertainment brand by overseeing merchandising, licensing
     and entertainment deals, as well as a conducting a comprehensive marketing
     econometrics analysis to help in "strategic marketing and retail rollout
     strategies

o    WARNER BROS: full strategic audit and plan development to exploit global
     brand assets via new branded business ventures.

o    ROBERT MONDAVI: identification of a new brand and category that Mondavi
     would fund and launch to extend its brand and category reach.


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o    PFIZER: innovative B213 and 82C solutions to drive knowledge and demand for
     various product

o    EARTHLINK: enormous impact on B2B and B2C market expansion efforts, helping
     grow the brand from 100,000 to over 5 million in just 3 years

o    SAMSUNG: market-making strategic plan that became the framework for a
     global relaunch of the company

o    XM RADIO: the strategic planning and direct marketing solutions to launch
     and grow the country's first paid radio service, now with over 1,000,000
     subscribers

o    DIRECTV: development of breakthrough direct marketing solutions to drive
     subscriptions, cross-sell and retention of content purchasers, including
     adult D RFCTY. entertainment, sports and new service tiers.

o    MCDONAIDS: oversaw the creation and rollout of a market-making partnership
     with Walt Disney Company that had global implications and impact

THE TEAM
MarketShare Partners has assembled a team that comes from a variety of worlds to
tackle strategic marketing challenges, and each person brings a unique set of
experiences and recommendations to the team.

BRAD BALL joins the Market5hare team from Warner Bros. Studios, where he held
the highest marketing roles (Executive Vice President, Corporate Marketing and
President of Domestic Theatrical Marketing), strategically guiding the Company's
cross-divisional brand marketing efforts involving film, television, home video,
animation and consumer products and developing major third-party promotion
opportunities and franchises. Brad was overseeing the team charged with
integrating marketing initiatives across all AOL Time Warner companies,
utilizing the content strength of Warner Bros, and served as chairman of the AOL
Time Warner Marketing Council and was a member of Warner Bros. Brand Council.

Under his leadership, Warner Bros. launched a string of successes including
You've Got Mail, Analyze This, Three Kings, The Whole Nine Yards, the
record-breaking Pokemon the First Movie and its equally successful sequel,
Pokemon the Movie 2000, The Green Mile, the Academy Award-winning blockbuster
The Matrix, Any Given Sunday, the box-office record-breaking The Perfect Storm,
Space Cowboys, Miss Congeniality, A.I., Training Day, Ocean's 11, and the box
office phenomenon Harry Potter and the Sorcerer's Stone, which made motion
picture history by becoming the second highest-grossing film of all time. During
his tenure, Warner Bros. Pictures twice crossed the $1 billion mark in annual
revenue at the domestic box office.

Brad previously was Senior Vice President, Marketing USA at McDonaid's, based at
the company's corporate headquarters in Chicago. There, he oversaw the
development and execution of strategies to market product for the world's
largest and most successful fast-food company. During his tenure, he helped
negotiate the 10-year worldwide alliance between Disney and McDonald's,
introduced the first-ever Ronald McDonald video series and the phenomenon known
as Beanie Babies. The highly memorable campaign "Did Somebody Say McDonald's?"
was created and launched under his direction.


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Prior to joining McDonald's in 1995, Brad was a partner in the ad agency Davis,
Ball & Colombatto. There, his clients included McDonald's, ABC-TV, Toyota, and
KFWB radio. Under his leadership, DBC grew to over $150 million in billings and
won the first Clio Award ever bestowed on a laundry-product campaign, as well as
numerous other Clios and similarly prestigious industry honors. A native of
California, Ball is a graduate of the University of Southern California with a
degree in television and radio communications.

JOHN CLAYTON brings more than 25 years of direct marketing acquisition and
retention experience to MarketShare Partners. John acts as the Program Chief on
a variety of brand partner initiatives.

Prior to MSP, John was General Manager for fnterpublic Group's McCann
Relationship Marketing (MRM), a global marketing services network. At McCann,
John had overall management responsibility for MSN, Honeywell Aerospace and
Peach Direct (Household Finance). John was a pioneer in integrated marketing
communications efforts for McCann, having directed cross-divisional efforts for
Nestle, Mexico Tourism, JTI, Day Software and Microsoft.

Prior to MRM, John was the Group Account Supervisor for Grey Direct on the AAA
(P&C Insurance, Membership & Travel), Edison Security and TAM Brazilian Airlines
accounts, building membership and growing the existing customer bases.

John was also one of the founding partners of Brierley & Partners, a
relationship management agency specializing in frequent flyer programs for
airlines (United, Continental), hotels (Hyatt, Hilton) and other service &
product companies with retention goals (Neiman Marcus, Epson).

Prior to his involvement in advertising, John created and managed marketing
programs at United Airlines, Continental Airlines, and the American Express
Company.

John is also a part-time university professor, teaching marketing management for
California International. University. John has an MBA, with honors, from the
Wharton School and a B.A. in economics from Duke University.

DR. DOMINIQUE HANSSENS is the Bud Knapp Professor of Management at the UCLA
Anderson Graduate School of Management, where he has been on the faculty since
1977. He has served as the school's faculty chair, associate dean, and marketing
area chair. His research focuses o strategic marketing problems, in particular
marketing productivity, to which he applies his expertise in data-analytic
methods such as econometrics and time-series analysis.

Mike's experience covers a range of strategic marketing problems such as
marketing resource allocation, product-line pricing, database marketing and
new-product strategy. His approach emphasizes the new opportunities for
developing a sustained competitive advantage, offered by sophisticated market
information and marketing intelligence.

He has conducted assignments for Agilent Technologies, British Telecom, HP, Home
Savings of America, Hughes, Johnson & Johnson, Mattel Toys, Pacific Telesis and
Wells Fargo, among others. Mike serves on the advisory boards of Deutsche
Telekom and several entrepreneurial high-technology firms.

Mike has served as an area editor for Marketing Science and an editor for
Management Science. His papers have appeared in the leading academic and
professional journals in marketing, economics and statistics. The 2nd edition of
his book, Market Response Models, was published by in 2041.

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Mike won distinguished teaching awards in the UCLA MBA and Executive MBA
programs. He studied econometrics at the University of Antwerp (B.S., 1874) in
his native Belgium. He then pursued graduate study in marketing at Purdue
University's Krannert Graduate School of Management, where he obtained an M.S.
in 1976 and a Ph.D. in 1977.

JOHN MEYER is a seasoned creative strategist with a rich 22-year career in brand
and direct marketing. Prior to joining MSP, John was SVP, Creative Director at
Deutsch, where he headed the creative development for DIRECTV, Mitsubishi
Motors, JD Edwards and Sun America.

Prior, he was in San Francisco at Executive Principal, Chief Integration Officer
of Publicis and Hai Riney, where he was responsible for the integrated efforts
for brands like Nestle USA, Off iceMax, Whirlpool and numerous others. And as
EVP, Executive Creative Director of Wunderman in San Francisco, John created
results-oriented, award winning solutions for Apple, Sony, AT&T, Mattel and MGM.

Prior to a stint as SVP, Group Creative Director of Hill Holiday, John was SVP,
Group Creative Director at Foote, Cone and Belding, where he was responsible for
global brands like Levi Strauss & Co., HP, and Pacific Bell.

John is well recognized in the creative industry, with awards from the
International Echo Awards, John Caples Award (for results), The One Show, London
International Awards, and the New York Festival, among others. He is an Art
Center College of Design graduate as well as a graduate with a BFA from
University of Arizona.

WES NICHOLS, co-founder of MarketShare Partners, is one of the industry's most
respected experts in strategic marketing and direct, one:one marketing, with an
18 year track record of launching and growing successful businesses, as well as
helping companies come to life like EarthLink, DIRECTV, Apple, XM Radio,
Electronic Arts, E*TRADE, Nissan, Mars Inc., Capital One, MBNA America and
numerous others.

An area of unique rich expertise is creating unique approaches to creating
'recurring monthly revenue' streams, evidenced by his work that helped to
launch, grow or fix brands like DIRECTV, EarthLink, Comcast, XM Radio, Sony
PlayStation, TiVo, OnStar, Nextel, Charter Communications and numerous others.

Prior to creating MarketShare Partners, Wes was asked by the company who had
acquired his marketing network, Omnicom Group (NYSE: OMC), to take the lead of
TEQUILA\, a global marketing services network, where he served as President/CEO
of North America and co-CEO Worldwide. Founded in Paris 18 years ago, TEQUILA\
is a $1.4 billion, 1400 person marketing services network in 40 countries. Wes
was brought in to 'jump start' the network and create a competitive market
positioning as well as build out the all-important North American network, which
was non-existent. After managing the merger and integration of 9 groups to form
the North American network, TEQUILA\ now works globally with Apple, Sony
PlayStation, Pfizer, Nextel, adidas, Comcast, Nissan and numerous other key
brands.

Prior he was the founder and CEO of Direct Partners, building the agency from
scratch to one of the largest and most respected marketing networks, with
offices in three countries and over $400 million in billings, selling to Omnicom
Group in 1999, serving clients like EarthLink, Pfizer, Nissan, DIRECTV, and
Disney. A winner of the Inc. 500 Fastest Growing Companies award, DP is known as
one of the most innovative direct marketing networks around. And the industry
innovator in marrying brand, direct and interactive marketing principles for
large brands.

Prior, Wes was a member of the executive management team of NDMC, managing the
efforts of this innovative venture capital marketing firm partly owned by DLJ
and GE Capital.


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responsible for analyzing investment opportunities and structuring partner-based
marketing programs funded by NDMC for a number of blue chip clients including
American Express, Exxon, Time Warner and others.

Wes was one of 3 judges for this year's Cannes Advertising Festival, as well as
the Direct Marketing Association's ECHO Awards, honoring campaigns based on
effectiveness. An active YPO member, Wes attended and matriculated from
Randolph-Macon College, The Johns Hopkins University and Harvard Business
School, with degrees in Psychology, Business and post-graduate studies in
Professional Services Management, respectively. Wes is on the board of Boy
Scouts of America, PIVX Solutions, and Wilton Publishing.

DANE SOLOMON is a creative and entrepreneurially inspired marketing executive
and brings a strategically driven focus and a proven track record of
accomplishments in creating unique market value for brands. With marketing
experiences ranging from package goods to automobiles, Dane has worked with blue
chip Fortune 500 companies as well as successful, aggressive young companies.
Dane specializes in what he refers to as "market-making,,, developing
proprietary competitive advantages and marketing strategies that meet the market
and consistently on trend.

Prior to joining MarketShare Partners, Dane was Executive Vice President,
Managing Director of New York-based Amell Group, a preeminent brand consulting
company (purchased by Omnicom Group) specializing in deep integrated marketing,
branding, communications, and brand asset development. Dane led the highly
acclaimed market relaunch of Arnell's largest client, Samsung, with branding
efforts in the US and a first ever global image campaign. He also led the
branding launch of Samsung Telecommunication in the US, helping to establish
Samsung as a major competitor in the telecom industry. Dane's other clients
included M&M Mars, Gap Inc., Philip Morris, Progressive Insurance, Movado Group,
Sara Lee Corporation (Hanes), Fila, Marui Department Stores (largest department
Store Chain in Tokyo) and Seagram, among others. He also was responsible for
innovating and structuring deals for several breakthrough strategic alliances
for his clients with NASA, Amblin Entertainment, AOL, Creative Artists Agency,
NYC Board of Edu cation, Sony Music Entertainment, The Walt Disney Company,
among others.

He was responsible for establishing the company's technology and innovation
branding group, which included developing marketing and creative strategic
tracks, building internal core competencies, the client base, and revenue
streams. He developed company competencies in the areas of anthropological
research, interactive content development, graphic design, industrial design,
and entertainment marketing. Dane orchestrated these talents to fulfill
strategies he developed for Arnell clients. He also led this group to winning
over $60MM in billings from Samsung Electronic, Samsung Telecommunications,
Polaroid, and Casio (G-Shock timepieces).

Prior, Dane was part of the founding team that a very successful new advertising
agency named Kirshenbaum & Bond. There he was instrumental for new business,
growing the company's gross billings from zero to over $40MM, in under 3 years.

Dane began his career when he was recruited into the prestigious Management
Training Program of Doyle Dane Bernbach, in New York. While there he worked side
by side with many of the legends in the business, including William Bembach.
During his years at DDB, he was responsible for the development of marketing
communications strategies and advertising for Volkswagen, Porsche and Audi,
Mobil Oil Corp., and Bristol Myers (Excedrin).

Dane holds a B.A. from McGill University, Montreal, and attended graduate
classes at Columbia University School of Business, through DDB. Mr. Solomon was
an instructor at The School of Visual Arts, NYC, and is a frequent speaker at
corporations, groups and organizations. Mr. Solomon is also an Honorary
Battalion Chief of the Fire Department, City of New York.


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JACK SPEYER is MSP's database marketing and econometrics expert. With 12 years
of experience with marketers like Time-Life, Warner Bros, Deutsch and Phillips
Publishing, Jack has created and implemented numerous strategic marketing
approaches, ranging from continuity clubs to solo marketing initiatives to
affinity group marketing and lifetime value systems. He has been the primary
architect on numerous data capture, database, analytic and tracking systems.

Prior to joining MSP, Jack was responsible for creating direct marketing
strategic solutions at Warner Bros., where he designed an integrated marketing
database, a comprehensive analytics system and reporting structure.
Additionally, he worked on corporate level loyalty programs, marketing
communications and cross channel entertainment initiatives.

Prior to Warner, Jack worked at Deutsch Advertising, designing strategic
marketing, acquisition and retention programs for a variety of clients such as
DIRECTV, Mitsubishi, and Aid for AIDS.

During his tenure at Discovery Communications, Jack envisioned and executed a
new corporate database that incorporated into one view the total customer
experience; this data included all registrations, interactions and purchases
from every business unit, all email contacts via newsletters, a uniform system
for viewing product trends across business lines, response tracking within and
across campaigns and business units and an overall holistic customer vantage.
This revolutionized the company's view and marketing to their customers in that
it allowed them to communicate more effectively within and across media and
track cross channel sales.

Jack worked for 8 years at Time-Life, where he was instrumental in the design
and execution of continuity video and music programs that included
data-intensive CRM, Lifetime Value systems, statistical customer modeling,
creative testing systems, system and tracking automation, profiling and multiple
contact strategies across media, divisions and product groups.

JON VEIN, co-founder of MarketShare Partners, has a distinguished track record
of identifying, packaging and creating breakthrough solutions with entertainment
content. He has also managed a diverse collection of businesses in the
entertainment and media worlds.

Jon served as Chief Operating Officer of Michael Ovitz's AMG (Artists Management
Group) and APG (Artists Production Group), overseeing all divisions, including
talent, literary, animation, sports, music, publishing, and feature film
production. AMG managed talent like Cameron Diaz, Leonardo DiCaprio, Robin
Williams, Samuel L. Jackson, and Martin Scorcese.

Jon also engineered AMG's sale to The Firm, which he joined as co-head of the
M&A/Strategic Advisory Services Division prior to departing and forming
MarketShare Partners.

Before joining AMG, Jon was Chief Operating Officer of Film Roman, the premier
animation production company in the United States, where he oversaw all
production, development, sales, human resources, finance, and business affairs
in addition to helping to bring in private equity to facilitate growth as well
as planning and executing the company's initial public offering. Film Roman
produced shows like The Simpsons, King of the Hill, The Critic, and numerous
others.

An Emmy Award winner, Jon produced numerous film and television productions.
Prior, Jon co-founded noted entertainment law firm Dern & Vein, partnering with
one of Hollywood's most respected attorneys, Dixon Dem. Prior to returning to
law school and then joining the media world, Jon was a practicing engineer on
the space program at Hughes Electronics.

Jon is a board member of Shawn Fanniing's (Napster creator) new company, Snocap,
as well as the task force for Entertainment Industry Foundation. Jon graduated
from the University of California at Berkeley with a double B.S. in Material
Sciences & Engineering and Electrical


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Engineering-Computer Science with high honors, and received his J.D. cum laude
from Harvard Law School.

TEAM RESOURCES

KEITH FERRAZZI is a strategic marketer and 6213 expert on the MSP team.
Positioned by both Forbes and Inc. magazines as one of the world's most
networked individuals, Keith Ferrazzi has developed his personal style into a
sophisticated methodology that others can learn. His new book, You Can't Get
There Alone, is scheduled for publication by Doubleday in late 2004. This book,
along with the establishment of the Networking Institute, is the fulfillment of
Keith's belief that building quality relationships increases company sales,
advances personal careers, and provides individual fulfillment.

Keith recently served as Chief Executive Officer for YaYa Media, Inc., one of
the world's leading interactive entertainment consultancies. Before joining
YaYa, Keith was served as Chief Marketing Officer for Starwood Hotels & Resorts
Worldwide and held the distinction of being the youngest CMO in a Fortune 500
company. Keith oversaw marketing activities for Starwood's brands including
Sheraton, Westin, The Luxury Collection, St. Regis, and W Hotels.

Keith also served as Chief Marketing Officer of Deloitte Consulting, a global
management consulting firm, where he developed and managed the industry's first
globally integrated marketing organization. His creative marketing strategy
drove Deloitte's "Consulting" brand recognition from the lowest in the industry
to the second position and saw the highest featured growth rate in the industry
at that time.

Ferrazzi was an early leader in the quality movement as the youngest examiner of
the Malcolm Baldrige National Quality Award. He is a frequent commentator on CNN
and CNBC, and has authored a number of articles for business publications
including the Wall Street Journal and the Harvard Business Review.

Keith is active in many civic and charitable organizations, focusing on economic
development, education, and human rights, chairing organizations including the
Equality Forum and Equality 1st. He also served on Yale University's board of
Alumni Governors. Keith holds a BA degree from Yale University and an MBA from
Harvard Business School.

ERIK ROTH is a MarketShare Partners consultant and a senior engagement manager
in the Boston Office of McKinsey & Co., a leading management consulting firm.
While at McKinsey, Roth has focused his client work his client work in consumer
packaged goods, retail and telecommunications industries.

Erik has co-authored. SEEING WHAT'S NEXT, published by HBS Press and will be
released in Fall of 2004. The book demonstrates how theories of innovation can
be used to analyze and predict the course of industry change. Case studies
include innovation within the telecom, semi-conductor, education and aviation
industries. Prior to joining McKinsey, Roth worked with Clayton M. Christensen
at the Harvard Business School, where he helped further Christensen's research
on innovation. He authored a number of case studies and working papers.

Previously, Roth spent several years as marketing and new product development
manager for OnStar, General Motors' in-vehicle wireless telecommunications
service. He was instrumental in the development and launch of new technology
platforms and services while working to grow the subscriber base to 1 million.

Before OnStar, he worked for a number of years as a consultant for the Marketing
Corporation of America, where he advised Fortune 500 clients on marketing and
strategic growth issues focusing on consumer packaged goods and the high-tech
industries.

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Roth received an MBA from the Harvard Business School. He also received a
Bachelor of Arts degree cum laude from Middlebury College with high honors in
international politics and economics.

FRED SIEGEL is an accomplished brand-builder with recognized successes in
diverse categories including entertainment, media, technology, retail, and
consumer products. Fred is co-founder of a MarketShare Partners affiliate,
Antsnpants, a marketing and merchandising company that builds brands based on
credible personalities, such as chef Rocco DiSpirito and magician David Blaine,
to resurrecting brands such as Halston.

Hired by Excite as SVP Marketing Fred oversaw all marketing and communications
activities for Excite, and then for Excite@Home, post-merger. Fred also was
responsible for forging strategic marketing partnerships and television
programming firsts with MTV, Fox, the WB and Universal Television, created
breakthrough alliances with the Emmy Awards, Cosmetic Executive Women, and
Christie's Auction house, and ultimately built Excite into one of the top 5
Internet brands.

Prior, Fred was Chief Marketing Officer for QVC with Barry Diller, as well as
after Barris departure, taking QVC from the number two market position in
electronic retailing to the dominant number-one category-defining brand-- making
QVC synonymous with televised shopping. Acting as a key member of QVC's
management team, Fred's responsibilities included all Advertising, Promotions,
Public Relations, Corporate Communications, "Marquee" product development, and
creative services. He also was integral to the creation of iQVC, QVC's
successful on-line venture. At QVC, Fred created a host of groundbreaking, news
generating retail programming events. From the "Sale" of the Brooklyn Bridge, to
the star-studded "Shoes on Sale" event featuring top-brand designer footwear
sold to benefit Breast Cancer research, to "Cure by the Shore" with Lilly
Tartikoff from Cannes Film Festival, to broadcasting the first live telecast
from the Russian Space Station, Mir, Fred created many headline-grabbing events
that put QVC top-of- mind for millions.

Prior, Mr. Siegel held positions including EVP/Executive Creative Director of
Ketchum Advertising, and, prior, SVP/Group Creative Director at. McCann Erickson
Advertising. Fred has won numerous industry awards for such recognized
advertising campaigns as Miller Brewing, Atka-Seltzer, Sony, Coca-Cola, Cosmair
Fragrances, ESPN, and Nintendo. Fred is a Board member of The Entertainment
Industry Foundation, a founding Board member of CuresNow and advisory board
member of Starbright Foundation.

TODD SMITH joined MSP after 20 years in integrated marketing communications,
focused primarily on the hi-tech sector. Prior to joining MSP, Todd was heading
client services for Kern Direct, a direct marketing agency serving clients like
Hitachi, Nextel and others, Prior, Todd was the Director of Client Services at
Siltanen/Keehn and managed all the integrated marketing efforts for Gateway
Computers.

Prior to joining Siltanen/Keehn, Todd was a co-managing director of THINK New
Ideas/Los Angeles and was responsible for overseeing the Account Service,
Account Planning and Media groups. While at THINK, Todd managed the integrated
marketing efforts for clients including Oracle, Network Associates, JB Oxford
and the Entertainment Industry Foundation. The integrated campaign Todd led for
the National Colorectal Cancer Research Alliance was voted the "most important
campaign of the year" by the National Ad Council.

Todd began his career at Ogilvy & Mather and worked in the Houston, Los Angeles
and New York offices over his 14 years with the agency. Todd ran the IBM
Software and Lotus businesses where he led the worldwide teams that won two
consecutive Gold Effies for the "best software campaign of the year,, in both
1996 and 1997. While at Ogilvy, Todd led integrated marketing efforts for
clients including IBM, Lotus, Tivoli, Shell Oil Company, Compaq Computer,
Microsoft Corporation and the Automobile Association of America.


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Pivx Systems
Multi-Phase Action Plan
October 6, 2004

MarketShare Partners is pleased to propose assisting Pivx Systems by becoming
its marketing partner. MSP shall be engaged as the exclusive strategic marketing
partner for Pivx and its off-shoot initiatives on all aspects of advertising,
marketing services and promotion. MSP will be responsible for the following
services:

STRATEGIC MARKETING DEVELOPMENT AND PLANNING
o    Development of brand positioning solution for Pivx that includes logo,
     positioning (answering the 'what's after mitigation' positioning), brand
     'DNA' that permeates the business
o    Develop marketing blueprint for the launch that will cost-effectively
     launch Pivx and help drive trial and adoption, as well as leads from CTOs,
     CIOs and others concerned with network security
o    Oversight of focus group planning and execution if necessary

STAGED PROGRAM EXECUTION
o    Creation of marketing materials and collateral design
o    Creation of website - design and build
o    Oversight of brand efforts, advertising and direct marketing material
     creation as well as the responsibility and oversight over the creation, of
     all marketing executions, including direct mail, direct response radio,
     email, interactive, co-marketing materials and the like to test and drive
     trial and conversion to the software. Production and creative development
     costs to be estimated on a project to project basis.
o    Development of tracking tools to study effectiveness of marketing efforts
     and individual media
o    Development of staged rollout based on test results

CONSIDERATION
Our objective is to create full goal congruence - and create short, mid and
longterm incentives. We've set up such a scenario as seen below:

o    SHORT/FIXED COMPENSATION: For short-terra compensation, which gets added
     back to Pivx's project expenses prior to further compensation to MSP (as
     seen below), MSP will be compensated the amount of $38,0001month for the
     duration of the Term (24 months). This is substantially below a standard
     retainer for comparable services, and MSP has shifted its upside to be
     primarily based on results. Pivx will forbear its payment of short-term
     compensation for 120 days after the execution of this agreement, or until
     the date of receipt of investor financing at or above $500,000, whichever
     comes first.

o    MID/CONTINGENT COMPENSATION: In order to create a mid and long terra
     incentive, as well as to compensate MSP for lowering its Fixed
     Compensation, MSP will receive 2.5% of Pivx's Adjusted Gross Revenues.
     "Adjusted Gross Revenues" shall equal Pivx's gross revenues during the
     Term, or every twelve (12) months thereafter if the contract is extended
     beyond the Term, less MSP's fixed compensation paid hereunder.

o    LONG/PARTNERSHIP: MSP shall receive a warrant to purchase shares equal to
     2.5% of the fully diluted common stock of Pivx on the date of execution of
     this agreement, subject to the following general terms and conditions: (i)
     purchase price of $0.01; (ii) exercise price at 80% of market close the
     first business day immediately preceding the execution of this agreement;
     (iii) five year term; (iv) shares will vest on a monthly basis over 24
     months in 1124 increments; and (v) shares will not be registered.



                                    Page 10
<PAGE>

TERM/TERMINATION
MSP envisions a long and mutually prosperous relationship with Pivx and team,
and will work hard to help make your business an enormous success. To start, we
recommend a term that will be twenty-four months and then continue on an annual
basis thereafter by mutual written consent.

MSP and Pivx shall each have the right to terminate the contract with thirty
days written notice to the other in the event of a material breach of its terms,
including failure of MSP to perform as reasonably expected. Notwithstanding the
foregoing, if Pivx desires to terminate this agreement due to a material breach
of this agreement by MSP, Pivx shall first provide MSP with written notice of
its intent to do so, with the specific allegations for such breach. MSP shall
have thereafter 15 business days to cure such breach, failing which the
termination shall occur at the conclusion of the thirty day period set forth in
the written notice of such termination. In the event of termination of the
contract, MSP has the right to accrued Fixed Compensation as of the date of
termination, and the right to accrued plus sixty days of Contingent Compensation
as of the date of termination, and the right to the vested portion of the
Warrant as of the date of termination.


TIMELINE:

MSP would recommend a rapid ramp up so work is completed early January since
that is when Corporate America is awash in budget and focused on new
initiatives. This is when they'll be listening the hardest for solutions related
to proactive security solutions.

This timing works well considering we finalize partnership documents and begin
the research and creative development work, with production beginning mid
October.

Thank you--- you know how much of a believer l am in the business, and my team
is excited about the opportunity to help grow Pivx into a world class brand
together.


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


MARKETSHARE PARTNERS LLC                     PIVX SOLUTIONS, INC.


By: /s/ signature                            By: /s/ signature
    ----------------------------                 -------------------------------
Date: 10/6/04                                Date: 10/06/04





                                    Page 11
<PAGE>

                ADDENDUM TO OCTOBER 6, 2004 CONSULTING AGREEMENT
                                    BETWEEN
                  MARKETSHARE PARTNERS AND PIVX SOLUTIONS, INC.

This addendum, effective as of February 24, 2005, modifies the Consulting
Agreement entered into by Marketshare Partners ("MSP") and PivX Solutions, Inc.
("PivX") on October 6, 2004.

The modifications are intended to clarify and replace the relevant sections of
the Consulting Agreement and are as follows:

     o    SHORT/FIXED COMPENSATION: MSP will be paid $38,000/month for the
          duration of the Term (Term is 24 months), and $8,500/month for the
          services of MSP employee Todd Smith for the months he works for PivX's
          account.

     o    MID/CONTINGENT COMPENSATION: MSP will receive 2.5% of PivX's Adjusted
          Gross Revenues during the Term ("Revenue Compensation"). The Revenue
          Compensation total paid to MSP shall be lessened by the aggregate
          amount paid as Short/Fixed Compensation above. "Adjusted Gross
          Revenues" are PivX's gross revenues, not including gross revenues PivX
          gains directly from an acquired or merged entity, however it does
          include incremental gross revenues gained by PivX post-acquisition or
          merger. If the Agreement is extended, Revenue Compensation will be
          calculated by the Adjusted Gross Revenues for each successive 12 month
          period, or pro rata periods of less than 12 months, as appropriate.

Accepted and agreed:

Marketshare Partners                        PivX Solutions

By:                                         By: /s/ signature
    -------------------------------             --------------------------------
Title:                                      Title: General Counsel and Secretary