EXHIBIT 10.33
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                                    AGREEMENT
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         This Agreement is made and entered into the 25th day of May, 2000 by
and between Valueflash.Com, Inc., a Delaware corporation with an office at 250
West 57th Street, New York, New York 10019 ("V-Flash) Value Flash Japan Inc., a
Japanese corporation with offices at 5th Floor, Meguro Kowa Building, 14-9
Karni-Osaka 2 chome, Shingawa-ku, Tokyo, JAPAN ("VFJAPAN").

         1.   (a) VFJAPAN will pay an initial agency fee of US$1,000,000 payable
as follows: US$500,000 within 75 days from the execution hereof, US$250,000 by
no later than August 21, 2000, and US$250,000 by no later than November 20,
2000. Payment is to be made by certified or bank check (drawn on a United States
bank) or wire transfer of available funds.

              (b) VFJAPAN will pay an annual fee as follows:
                        US$1,000,000 for 20001
                        US$2,000,000 for 2002
                        US$3,000,000 for 2003
                        US$4,000,000 for 2004
                        US$5,000,000 for 2005
                        US$5,000,000 for each year thereafter

Each such annual fee is payable in two equal payments no later than July 10 and
December 31 of each such year. Payment is to be made by certified or bank check
(drawn on a United States bank) or wire transfer of available funds.

In the event that VFJAPAN becomes listed on a stock exchange in Japan, then,
during the period in which VFJAPAN continues to be listed, the annual fee
requirement terminates as of the date of such listing, with a payment of the
annual fee for the period up to such listing to be prorated on a daily basis
against the year in which the listing takes place and being payable upon such
closing.

         2.   VFJAPAN shall have the right to make, have made, render services
in relation to, distribute or otherwise deal with, exclusively in Japan, any and
all products which are, or will be, developed, acquired or otherwise dealt with
by V-Flash currently or in any future, including without limitation the V-Flash
module and the Value Flash Solution, ("V-Flash Products"), under any and all
patent applications or issued patents in the United States of America and/or
Japan owned or controlled by V-Flash and any and all technology, know-how, trade
secret, data and other confidential and/or proprietary information developed or
acquired by V-Flash relating to the V-Flash Products (collectively, "V-Flash
Technology"). For avoidance of doubt it is confirmed by both parties that the
services to be rendered by VFJAPAN in relation to the V-Flash Products include
hosting, graphic design and client data base management in connection with the
V-Flash Technology (collectively, "V-Flash Hosting Services"). Software
maintenance is the responsibility of, and will be rendered by, V-Flash. It is
further agreed by both parties that any doubt about the scope of the exclusivity
for the VFJAPAN's dealing with the V-Flash
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Products will be solved through a good faith discussion of both parties to the
maximum benefit enjoyable mutually.

         3.   V-Flash will provide training for VFJAPAN's personnel at the
V-Flash offices (each such company will be responsible for the costs and fees
incurred by their employees in connection with such training). VFJAPAN agrees to
employ such employees in connection with the provision of V-Flash Hosting
Services as will have the requisite skills and experience to be able to perform
at high quality once trained. VFJAPAN agrees that it will not take any action in
connection with the provision of V-Flash Hosting Services that will result in
any actions or disrepute against V-Flash or any of the companies utilizing such
services. Any and all initial and future capital requirements for VFJAPAN will
not require a contribution by V-Flash and will not result in any dilution of
V-Flash's interest in VFJAPAN.

         4.   Twenty (20%) percent of shares of stocks of VFJAPAN will be
acquired by V- Flash; however, VFJAPAN ensures that its other shareholders will
not be able to sell, dispose, transfer, encumber, assign or otherwise alienate
any of their eighty percent interest in VFJAPAN without the prior written
consent of V-Flash. Provided, however, that VFJAPAN shall be able to increase
its stocks by issuance of new stocks to be allotted to any of such other
shareholders as VFJAPAN deems appropriate, and that V-Flash shall take any and
all such actions of a shareholder as VFJAPAN necessary for implementation of
said increase in stocks. Provided, further, that V-Flash's shareholding
percentage in VFJAPAN shall not be diluted by any further issuance or offering
by VFJAPAN of equity less than twenty (20%) percent of shares of stocks of
VFJAPAN outstanding any time prior to the public listing of VFJAPAN. VFJAPAN
will deliver monthly reports to V-Flash detailing the gross revenues collected,
expenses paid and incurred, invoices and/or purchase orders sent or received and
agreements entered into (all agreements will be based on business models and
prices mutually agreed between VFJAPAN and V-Flash). Such reports will be
delivered by no later than the fifteenth (15) day of the following month.
VFJAPAN hereby grants to V-Flash the right to audit the books and records of
VFJAPAN, upon two (2) business day's notice, in order to verify the accuracy and
completeness of the monthly reports.

         5.   Within five (5) business days from the execution of this Agreement
V-Flash shall disclose or deliver most appropriate in the manner VFJAPAN for the
purpose of licensing of the V-Flash Technology all such V-Flash Technology
necessary for VFJAPAN to start up the business in relation to the V-Flash module
and the V-Flash Solution in Japan, including rendition of the AV-Flash Hosting
Services. It is explicitly agreed that the above disclosure of the V-Flash
Technology shall include, without limitation, the disclosure and transfer of
documents and materials titles of which are listed in the Appendix "List of
V-Flash Technology initially disclosed". It is further agreed that V-Flash shall
dispatch its qualified technicians to VFJAPAN's office to assist VFJAPAN in
starting up above business for a period of time to be determined by V-Flash in
its discretion, at the cost and expense of V-Flash, including without limitation
expenses for airfares and hotel accommodations for such technicians. Thereafter,
and from time to time, V-Flash shall disclose or deliver VFJAPAN such part of
V-Flash Technology necessary for its continuation or further development of the
business relating to the V-Flash Products. V-Flash shall keep VFJAPAN informed
of any development of addition to or other changes in the V-Flash Products
and/or the V-Flash Technology.

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         6.   (a) This Agreement shall be effective upon the date of execution
of this Agreement and continue to be valid for a period of ten years (subject to
early termination as provided for in this agreement) and shall be automatically
renewed for another ten years unless either party gives to the other one year
prior notice to not renew upon the end of the initial ten year period.

              (b) Either party may, at its option, terminate this Agreement for
cause in the event the other party shall commit a material breach of this
Agreement and shall fail to cure such breach within thirty (30) days of notice
of such breach from the non-breaching party. After the end of the applicable
cure period the party who has the right of termination may exercise its
termination option by giving the breaching party written notice of at least
fifteen (15) days of its election to terminate. Any termination of this
Agreement shall not release the breaching party from any obligations incurred
hereunder.

              (c) In the event that a party is subject to any proceeding under
the bankruptcy laws or to the appointment of a receiver, trustee or liquidator
of its business or substantially all of its assets and such proceeding, if
involuntary, is not dismissed or discharged within ninety (90) days after such
proceeding is instituted, or upon the liquidation, dissolution, or winding up of
its business, then this Agreement shall be terminated in its entirety for cause
upon a notice of at least fifteen (15) days in writing to that party from the
party who is not bankrupt or insolvent.

              (d) VFJAPAN, shall be free to use and to register a license to use
in a any trademark office in Japan any trademark for use with the V-Flash
Products during the term of this Agreement.

              (e) The parties agree to abide by the U.S. laws and regulations
governing exports and re-exports of the V-Flash Products and the V-Flash
Technology or any other technology or software developed or disclosed as a
result of this Agreement. The V-Flash represents and warrants to VFJAPAN that,
as of the date of the execution of this Agreement, none of performance under
this Agreement is subject to any restrictions which may be imposed by the United
States laws and regulations governing exports and re-exports.

              (f) V-Flash represents and warrants to VFJAPAN that none of the
V-Flash Products or the V-Flash Technology infringes any patent, copyrights or
other proprietary rights of any third party.

         7.   VFJAPAN may not assign any of its rights to any of V-Flash's
competitor or potential rival, technology providers, nor to any person or entity
who might bring disrepute to V-Flash (for example, a pornography site or a
criminal). No permitted assignment may be made unless V-Flash receives no less
than five (5) business days prior written notice of such assignment.

         8.   All notices permitted, required or provided for this Agreement
shall be made in writing , and shall be deemed adequately delivered if delivered
by hand or by mailing of the notice in the [U.S.] mail, prepaid certified or
registered mail, return receipt requested, or by

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priority overnight by a nationally recognized overnight courier service that
regularly maintains records of its pick-ups and deliveries, or by facsimile
followed by one of the other means of delivery, to the parties at their
respective addresses as stated first above or to any other address designated by
a party hereto by written notice of such address change, with a copy of any and
all such notices to Moritt, Hock, Hamroff & Horowitz, LLP, 400 Garden City
Plaza, Suite 202, Garden City, New York 11530 (facsimile number (516) 873-2010),
Attention: Steven A.Horowitz, Esq. and Koga & Partners, Suite 401, Shuwa Daini
Shiba-koen 3 chome Bldg., 22-1, Toranomon 3 chome, Minato-ku, Tokyo, 105-0001,
Attention: Isomi Suzuki, Esq. Notices delivered personally shall be deemed
communicated as of the date of actual receipt, mailed notices shall be deemed
communicated as of the date five (5) business days after mailing, couriered or
faxed notices as of the date two (2) business days after delivery to the courier
or the faxing, as appropriate.

         9.   This Agreement may not be modified or amended, except by an
instrument in writing signed by the party or parties against whom enforcement of
any such modification or amendment is sought.

         10.  Each of the parties hereto hereby agrees to execute and deliver
any further instruments, certificates and documents as may be reasonably
requested by any other party hereto to carry out the terms and conditions of
this Agreement.

         11.  Any term or provision of this Agreement which is invalid or
unenforceable in any Jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement in any
other jurisdiction. Further, to the extent that any term or provision hereof is
deemed invalid, void or otherwise unenforceable, but may be made so that the
same shall, nevertheless, be enforceable to the fullest extent permissible under
the laws and public policies applied in any such jurisdiction in which
enforcement is sought.

         12.  This Agreement shall be interpreted, construed and performed, and
the rights and liabilities of the parties hereto determined, in accordance with
the laws of the State of New York, without regard to any conflicts of law
principles. Any legal action resulting from, arising under, out of connection
with, directly or indirectly, this Agreement shall be commenced in the Federal
or State Courts located in the State of New York, County of Nassau, if initiated
by VFJAPAN or the Japanese District Court located in Tokyo, if initiated by
V-Flash. All parties to this Agreement hereby submit themselves to the
jurisdiction of any such court, and agree that service of process on them in any
such action, suit or proceeding may be effected by the means by which notices
are to be given under this Agreement.

         13.  The parties hereby agree that any remedy at law for a violation of
any of the provisions of this Agreement is not, in itself, adequate to protect
the parties hereto, and each party therefore shall be entitled to specific
performance or any other mode of injunctive and/or other equitable relief to
enforce his or its rights hereunder or any other relief a court may award.

         14.  Any waiver of any of the provisions of this Agreement, or of any
inaccuracy in or non-fulfillment of any of the representations, warranties or
obligations hereunder contemplated

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hereby, shall not be effective unless made in writing and signed by the party
against whom the enforcement of any such waiver is sought. A waiver given in any
case shall only apply with respect to that particular act, omission or breach,
and shall not be effective as to any further or subsequent act, omission or
breach, regardless of whether they be of the same or similar nature.

         15(a). This Agreement sets forth the entire agreement and understanding
of the parties hereto in respect of the subject matter contained herein, and
supersedes all prior agreements, promises, understandings, letters of intent,
covenants, arrangements, communications, representations or warranties, whether
oral or written, by any party hereto or by any related or unrelated third party.

         (b). All exhibits and schedules attached hereto, and all certificates,
documents and other instruments delivered or to be delivered pursuant to the
terms hereof are hereby expressly made a part of this Agreement as fully as
those set forth herein, and all references herein to the terms this Agreement,
hereunder, herein, hereby and hereto shall be deemed to refer to this Agreement
and to all such writings.

         16.  This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate originals, by their respective officers thereunto duly authorized, the
day and year herein written.


VALUE FLASH.COM, INC.                           VALUE FLASH JAPAN, INC.

By _____________________                        By _____________________

Name____________________                        Name____________________

Title___________________                        Title___________________


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