Exhibit 10.3

     July 9, 2004

     Riddle Records
     9595 Wilshire Boulevard
     Suite 700
     Beverly Hills, CA  90212

         Re: "Rap Battle"

     This  letter  shall  confirm the  agreement  ("Agreement")  between  Riddle
     Records,  Inc. ("Riddle") and NT Media Corporation of California  (referred
     to herein as "NT"),  regarding the grant to Riddle in perpetuity of any and
     all  rights  that NT may  have in the  aforementioned  Property,  currently
     entitled "Rap Battle", as that term is defined in Paragraph 1 below.

1.   Property:

     The term Property,  as used herein,  shall include any and all intellectual
     property  and/or   materials,   including  but  not  limited  to,  material
     photographed  (in all media and  formats),  treatments,  name and  likeness
     releases  (including  those  attached  hereto as Exhibit  "A"),  all names,
     titles, characters,  representations,  artwork, music, habitat, devices and
     possessions  depicted in or associated with such characters,  including all
     existing and future  versions of all the  foregoing  and all material  upon
     which the foregoing are based.

2.   Acquisition of the Property:

     In  consideration  of a payment  to NT of  Twelve  Thousand  Seven  Hundred
     Seventeen  Dollars  ($12,717.00)  which  shall be  payable  not later  than
     December 31, 2005 (the "Purchase  Price"),  Riddle hereby  acquires from NT
     all of NT's right, title and interest in and to the Property in perpetuity.
     NT hereby  acknowledges  that  Riddle  may  exploit  the  Property  (or any
     component thereof)  throughout the universe in all languages and in any and
     all media, now known or hereafter devised, in any manner or form including,
     without  limitation,  exploitation  by  way  of  television,  film,  video,
     internet and the World Wide Web.  Riddle shall be the  exclusive  worldwide
     owner, from inception,  in perpetuity,  of the copyrights,  trade marks and
     related  proprietary  rights  in  any  audio-visual  program  based  on the
     Property and in all elements of such programs. NT further acknowledges that
     Riddle may freely  merchandise the Property  throughout the universe in any
     manner or form.


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3.   Results and Proceeds:

     In  consideration  of Riddle's  payment to NT of the  Purchase  Price,  all
     right,  title  and  interest  in and to any  materials  that may have  been
     written or created by NT in  connection  with the  Property  ("Materials"),
     which  Materials for the purposes of U.S.  copyright law shall be on a work
     for hire  basis,  shall be  granted  to  Riddle  and  shall be the sole and
     exclusive property of Riddle from the time of their creation.  Riddle shall
     be the author  and sole owner and  proprietor  of  copyright  and any other
     rights in and to the Materials throughout the universe in perpetuity and NT
     shall  have no  right,  title  or  interest  in the  Materials.  NT for the
     avoidance of doubt,  hereby irrevocably assigns and transfers to Riddle all
     of  NT's  entire  right,  title  and  interest  in and  to  the  Materials,
     including, without limitation,  copyright and so-called "rights of authors"
     and all  other  rights  NT may have in the  Materials,  including,  without
     limitation,  the rights to authorize,  prohibit and/or control the renting,
     lending,  fixation,  reproduction  and/or other  exploitation  of any audio
     visual program by any media or means now known or hereafter  devised as may
     be conferred upon NT under any applicable laws,  regulations or directives,
     including,  without limitation,  any so-called "Rental" and Lending Rights"
     pursuant to any  European  Economic  Community  ("EEC")  directives  and/or
     enabling or implementing  legislation  enacted by the member nations of the
     EEC.  NT  hereby  acknowledges  that  the  compensation  payable  hereunder
     includes  adequate and  equitable  remuneration  for the Rental and Lending
     Rights and constitutes a complete buy-out of all Rental and Lending Rights.

4.   Representations and Warrantees; Indemnification:

     (a)  Representations

          (i)  NT warrants and represents that it has the full right,  power and
               authority to enter into this Agreement and to grant Riddle all of
               the rights granted herein;

          (ii) NT warrants and represents  that no additional  audiovisual  work
               based in whole or in part upon the Property has been  produced or
               authorized by, or with the knowledge or consent of NT, and

          (iii)NT warrants and represents  that it has not done or omitted to do
               and shall not do or omit to do any act or thing, by license grant
               or  otherwise,  which shall or may impair or encumber  any of the
               rights  herein  granted or interfere  with the full  enjoyment of
               those rights.

     (b)  Indemnification:

          Both parties  shall  defend,  indemnify,  save,  and hold harmless the
          other, its successors and its assigns and licensees,  from and against
          any claims, demands, suits, losses, damages, expenses, costs, charges,
          reasonable outside legal fees and disbursements,  recoveries, actions,
          judgments,  penalties,  and any other  loss  whatsoever,  which may be
          obtained  against,  imposed upon,  incurred,  or suffered by the other
          party,  its  successors  and assigns and  licensees,  by reason of the
          breach by one party of any  agreement,  representation,  or warranties
          made herein by such Party.

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5.   No Obligation to Produce:

     Nothing herein obligates  Riddle to produce any audio-visual  program or to
     exploit or continue to exploit any of the rights granted hereunder.

6.   Assignment:

     Either  party  may  freely  assign  this  Agreement  or any  of its  rights
     hereunder without the prior approval of the other.

7.   No Joint Venture:

     Nothing herein  contained shall  constitute a partnership  between or joint
     venture by the parties hereto,  and neither party is the trustee,  agent or
     employee of the other.

8.   Notices and Payments:

     All notices,  payments,  statements or other  documents  which either party
     shall be required or shall desire to give to the other  hereunder  shall be
     in writing to the address set forth as follows:

          To Riddle:        9595 Wilshire Blvd., Suite 700
                            Beverly Hills, CA 90212
                            Attn:   Chief Executive Officer

          To NT:            8899 Beverly Blvd., Suite 624
                            Los Angeles, CA 90048
                            Attn:   Chief Executive Officer

9.   Further Documents:

     NT agrees to execute and  deliver to Riddle any  documents  or  instruments
     necessary  or  appropriate  to  confirm  or  effectuate   Riddle's   rights
     hereunder.  If NT fails to so execute  and deliver  any such  documents  or
     instruments  after being afforded a reasonable  opportunity to review same,
     then Riddle is hereby irrevocably appointed NT's attorney-in-fact with full
     right, power and authority to execute,  acknowledge and deliver the same in
     the name of and on behalf of NT. NT  acknowledges  that the  authority  and
     agency given Riddle is a power coupled with an interest.

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10.  General Provisions:

     (a) Headings:  Headings are used herein are for  reference  only and do not
     form a part of this Agreement.  (b) Currency:  All funds referred to herein
     are in United States dollars.11. Governing Law:

     This Agreement, its interpretation,  administration and enforcement and any
     and all statements made hereunder shall be governed and construed according
     to the laws of the State of  California.  Each of the  parties  irrevocably
     submits  to  the  exclusive  jurisdiction  of the  laws  of  the  State  of
     California.

12.  Entire Agreement:

     This Agreement  constitutes the entire agreement and understanding  between
     the parties and may not be modified except by a written  instrument  signed
     by the parties.  The parties  acknowledge that neither the WGA, WGC nor any
     other collective bargaining agreement apply to the terms of this Agreement.
     This Agreement may be executed in any number of counterparts  with the same
     effect as if all parties signed the same document.

     Please  acknowledge  your  acceptance  by signing  each copy of this letter
     where indicated below and return one original to the sender.

     Yours very truly,

     Riddle Records, Inc.                           NT Media of California, Inc.


     By:  /s/ Jacques Tizabi                        By: /s/ Chris Briggs
         --------------------------                     -----------------------
     Its: President                                 Its: President


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                                    EXHIBIT A

                              SHORT FORM ASSIGNMENT


     For good and valuable  consideration,  the receipt and adequacy of which is
     hereby acknowledged,  NT Media Corporation of California, Inc. ("Assignor")
     hereby irrevocably  grants,  transfers and assigns to Riddle Records,  Inc.
     ("Assignee") and Assignee's successors and assigns, solely and exclusively,
     all rights in all media  throughout the world,  in perpetuity in and to the
     property,  as set forth in and subject to the terms of the agreement  dated
     as of July 9, 2004 between Assignor and Assignee ("Agreement").

     Assignor hereby appoints Assignee its irrevocable Attorney-in-Fact with the
     right (but not the obligation) to enforce and protect all rights,  licenses
     and  privileges  granted  herein or pursuant to the  Agreement  and granted
     under any and all  copyrights  (and  renewals  and  extensions  thereof) to
     prevent any infringement of such rights,  licenses and privileges using the
     name of  Assignor  (in the  discretion  of  Assignee).  Assignor  agrees to
     cooperate  with Assignee in any such suit or action  instituted by Assignee
     hereunder at Assignee's expense.

     Assignor  agrees  to  execute  and  deliver  and cause to be  executed  and
     delivered  to Assignee any and all  documents  and  instruments  reasonable
     necessary  for  copyright  and chain of title  purpose  and to  effect  and
     complete  the  transfer to Assignee  of all rights  heretofore  acquired or
     intended to be acquired by Assignee. In the event Assignor fails to execute
     and deliver  such other  documents  and  instruments  promptly  upon demand
     therefore  by  Assignee,   Assignee  is  hereby  authorized  and  appointed
     Attorney-In-Fact  of and for Assignee to make,  execute and deliver any and
     all  documents,  certificates  and other  instruments  in  connection  with
     obtaining, securing and extending said copyright.

     It is understood that Assignee's  aforementioned powers as Attorney-In-Fact
     of the Assignor are powers coupled with an interest.

     This Short Form Assignment and the provisions  hereof shall be binding upon
     Assignor,  its successors and assigns.  This Short Form Assignment shall be
     subject to the terms and conditions of the Agreement.

     IN WITNESS  WHEREOF,  THE ASSIGNOR HAS DULY EXECUTED THIS  ASSIGNMENT AS OF
     THIS 9th DAY OF SEPTEMBER, 2004.


                                        NT MEDIA CORPORATION OF CALIFORNIA, INC.


                                        By: /s/ Chris Briggs
                                           ----------------------------------

                                        Its: President
                                           ----------------------------------

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