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                                                                   EXHIBIT 10.47

    AGREEMENT BETWEEN INTELEFILM CORPORATION, F/K/A CHILDREN'S BROADCASTING
                     CORPORATIONAND LAWFINANCE GROUP, INC.

                  This Agreement is made and entered into as of December 14,
2001 by and between: INTELEFILM CORPORATION, FORMERLY KNOWN AS CHILDREN'S
BROADCASTING CORPORATION, c/o Mr. Mark A. Cohn, CEO, 6385 Old Shady Oak Road,
Eden Prairie, Minnesota, 55344 (hereafter, "SELLER"); and LAWFINANCE GROUP,
INC., a California corporation, 1000 Sansome Street, Suite 250, San Francisco,
California 94111 (hereafter "PURCHASER").

    THE PARTIES AGREE, AS FOLLOWS:

1.       DEFINITIONS. The following definitions shall apply to terms used in
         this Agreement:

         1.1.     "ADVERSE PARTY" - refers, individually or collectively, to THE
                  WALT DISNEY COMPANY, and ABC RADIO NETWORKS, INC., and any
                  other or later added party(ies) in the Litigation, whose
                  interests are or may become adverse to SELLER.

         1.2.     "AGREEMENT" - refers to this agreement, all documents
                  described herein as Exhibits and documents referred herein as
                  part of this agreement.

         1.3.     "APPEAL" - refers to the appeal of the Lawsuit recently
                  resolved in the UNITED STATES COURT OF APPEALS FOR THE EIGHTH
                  CIRCUIT and any further appeals related thereto.

         1.4.     "ASSIGNED PORTION" - refers to the sum of One Million Dollars
                  ($1,000,000.00), (U.S.).

         1.5.     "ASSIGNMENT" - refers to the document entitled Assignment of
                  Litigation Proceeds/Acknowledgement of Assignment, attached
                  hereto as Assignment, Exhibit 2 and incorporated herein by
                  this reference, and all those other or related documents
                  evidencing and acknowledging assignment of an interest in the
                  Judgment to PURCHASER executed by SELLER and SELLER'S
                  successors and assigns.

         1.6.     "ATTORNEY" - refers to Judite Fluger, General Counsel,
                  Intelefilm Corporation, f/k/a Children's Broadcasting
                  Corporation, 6385 Old Shady Oak Road, Eden Prairie, Minnesota,
                  55344, Tel. No. (952) 925-8848/ Fax No. (952) 925-8875, and
                  such other attorneys as may be consulted or engaged by SELLER
                  in connection with the Appeal and the Litigation.

         1.7.     "CLOSING DATE" - refers to that date on which the PURCHASER
                  remits the Purchase Price to SELLER.

         1.8.     "COURT" - refers to the UNITED STATES DISTRICT COURT FOR THE
                  DISTRICT OF MINNESOTA.

         1.9.     "DISCOUNT" - refers to Fifty percent (50%), which is the
                  percentage by which the Assigned Portion has been reduced to
                  establish the Purchase Price

         1.10.    "JUDGMENT" - refers to: (i) the judgment for the SELLER as to
                  liability to be re-entered by the Court after re-trial of
                  damages, only in the Lawsuit, or settlement arrangement; (ii)
                  any later amended, modified, augmented, supplemental or other
                  judgment and judgment on appeal; and (iii) any and all rights
                  of SELLER and their successors and assigns to Proceeds, as
                  defined below, from the Litigation, as defined below.

         1.11.    "JUDGMENT AMOUNT ASSIGNED" - refers to the Assigned Portion
                  plus the interest accruing on the Judgment, allocable to the
                  Assigned Portion, commencing on the Closing Date January 3,
                  2002, Provided, however, if




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                  the Judgment is set aside and remanded for Further
                  Proceedings, and if interest is ultimately awarded as to any
                  claim for the period on or after the Closing Date ("Accrual
                  Period"), the "Judgment Amount Assigned" shall be the Assigned
                  Portion plus the portion of the interest awarded or later
                  accruing that is allocable to the Assigned Portion for the
                  Accrual Period. In addition, should SELLER, or either of them,
                  be in default or breach of this Agreement, there shall be
                  added to the Judgment Amount Assigned, all expenses, costs
                  (including reasonable attorneys fees), and the amount of all
                  damages sustained by PURCHASER on account of any such default
                  or breach.

         1.12.    "JUDGMENT COLLATERAL" - refers to: (i) the bond or other
                  undertaking lodged with the Court to secure payment of the
                  Judgment; (ii) any other bond or other undertaking, serving as
                  collateral for the Judgment (including all interest, income or
                  proceeds accruing or paid thereon); and (iii) any additional
                  or substitute security, guaranty, bond, surety, segregated
                  account or other undertaking given on account of the Judgment.

         1.13.    "JUDGMENT DEBTOR(S)" - refers to the Adverse Party and any
                  affiliate, successor, surety or guarantor, as may assume or be
                  bound by the Judgment or other obligations to SELLER arising
                  out of the Litigation.

         1.14.    "LAWSUIT" - refers to the case of Children's Broadcasting
                  Corporation v. The Walt Disney Company, et al., Civil Action
                  No. 3-96-907 DDA/FLN.

         1.15.    "LITIGATION" - refers to the (i) Lawsuit; (ii) all appellate
                  proceedings, proceedings on remand re-trial proceedings,
                  enforcement, ancillary, parallel or alternate dispute
                  resolution proceedings and processes arising out of or related
                  to the Lawsuit; (iii) any other proceedings founded on the
                  underlying facts giving rise to the Lawsuit, in which SELLER
                  or SELLER'S successor in interest is a party; and (iv) all
                  arrangements made with SELLER by or among any Adverse Party
                  having the effect of resolving any of SELLER'S claims against
                  any Adverse Party.

         1.16.    "LITIGATION PROCEEDS" - refers to all Proceeds of the
                  Litigation.

         1.17.    "PURCHASE PRICE" - refers to the sum of Five Hundred Thousand
                  Dollars ($500,000.00), (U.S.).

         1.18.    "PROCEEDS" - refers to cash, negotiable instruments, contract
                  rights, annuities, and any other rights to payment of cash and
                  transfer of things of value or other property.

         1.19.    "RECEIPT" - refers to the SELLER'S Acknowledgment of Receipt
                  of Purchase Price, the form of which is attached hereto as
                  Receipt, Exhibit 3, and incorporated herein by this reference.

         1.20.    "SELLER'S LITIGATION PROCEEDS" - refers to all of SELLER'S
                  legal and/or equitable rights, title and interest in and to
                  the Litigation Proceeds thereof, whether in the nature of
                  ownership, lien, security interest or otherwise, on account of
                  Clients' claims against the Adverse Party, Attorney's fees and
                  costs, or any other agreement with one or more SELLER.

2.       UNDERLYING FACTS. SELLER represents and acknowledges the following
         underlying facts as true and correct and on which PURCHASER has placed
         material reliance in entering and which form the factual foundation for
         this Agreement:

         2.1.     SELLER is a party to the Lawsuit.

         2.2.     SELLER obtained a jury verdict against the Adverse Party(ies)
                  in the Lawsuit. The jury verdict was set aside by the trial
                  judge, who entered a judgment in favor of the Adverse
                  Party(ies) and, in the alternative, ordered a new trial.
                  SELLER appealed the trial judge's order. The Court of Appeals
                  reversed the trial judge's order, affirmed the verdict as to
                  liability of Adverse Party(ies) and remanded the Lawsuit to
                  the Court for a re-trial as to damages, only.

         2.3.     The following documents in the Lawsuit, provided to PURCHASER,
                  (i) are complete, accurate and genuine, (ii) remain in full
                  force and effect as of the date hereof, and to the best of
                  SELLER'S knowledge after due



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                  inquiry to Attorney, have not been and (except as to issues
                  that may be raised on appeal), are not currently proposed by
                  any party to be modified or superseded (unless copy of the
                  modifying, superceding or amended document(s) or written
                  notice thereof have been provided to PURCHASER):

                  2.3.1.   Reference Documents Exhibit, the Judgment and Bond,
                           Undertaking or other Judgment collateral, if any;

                  2.3.2.   The Appellate Briefs, Notice(s) of Appeal and other
                           documents filed in the Appellate Court;

                  2.3.3.   If all briefs have not been filed; all trial briefs
                           and related points and authorities filed in the
                           Lawsuit; the verdict, all post-trial motion papers
                           and rulings, if any;

                  2.3.4.   All other papers and documents supplied by Attorney
                           with respect to the Appeal and the Lawsuit.

         2.4.     ATTORNEY IS SELLER'S GENERAL COUNSEL. SELLER HEREBY
                  IRREVOCABLY INSTRUCTS ATTORNEY AND ALL OTHER ATTORNEYS
                  HEREAFTER ENGAGED BY SELLER IN THE LITIGATION TO DO THE
                  FOLLOWING: (I) PROVIDE ALL DOCUMENTS REQUESTED BY PURCHASER
                  RELATING TO THE APPEAL, THE LITIGATION, SETTLEMENT OF THE
                  LITIGATION, SELLER'S ATTORNEY'S, OR OTHER PERSONS' INTEREST IN
                  OR CLAIM AGAINST THE JUDGMENT AND THE SUBJECT MATTER OF THIS
                  AGREEMENT; (II) WHEN REQUESTED BY PURCHASER, TO PROVIDE
                  FACTUAL INFORMATION WITHIN THE KNOWLEDGE OF ATTORNEY; AND
                  (III) TO PERFORM ALL THOSE ACTION(S) TO BE TAKEN BY ATTORNEY,
                  AS AGENT OF SELLER, PROVIDED FOR IN THIS AGREEMENT. PROVIDED,
                  HOWEVER, NOTHING IN THIS AGREEMENT SHALL: A) REQUIRE THE
                  DISSEMINATION OF INFORMATION TO PURCHASER OR OTHER PERSONS,
                  WHICH IS SUBJECT TO ATTORNEY-CLIENT OR OTHER EVIDENTIARY
                  PRIVILEGE, UNLESS IT IS DONE IN A MANNER THAT DOES NOT
                  CONSTITUTE A WAIVER OF THE APPLICABLE PRIVILEGE; OR B) GIVE
                  PURCHASER ANY RIGHT TO DIRECT OR CONTROL THE SELLER OR
                  ATTORNEY IN PURSUING OR SETTLEMENT OF THE LITIGATION. ANY
                  INFORMATION DISCLOSED TO PURCHASER SHALL BE TREATED AS
                  CONFIDENTIAL BY PURCHASER AND MAY BE USED BY PURCHASER SOLELY
                  FOR PURPOSES RELATED TO OR ARISING OUT OF THIS AGREEMENT.

         2.5.     The transaction provided for in this agreement involves
                  substantial economic risk to PURCHASER.

3.       PURPOSES.

         3.1.     SELLER is in need of funds to provide for SELLER'S obligations
                  and to accomplish SELLER'S current economic objectives. The
                  parties have entered into this Agreement for the underlying
                  purpose of providing SELLER the opportunity to receive cash
                  now on account of the Litigation, without regard to the
                  outcome of the Litigation. PURCHASER acquires partial
                  assignments of civil money judgments and litigation proceeds
                  for cash. Being a purchase, PURCHASER is at risk as to the
                  outcome of the litigation. In arriving at the Purchase Price,
                  the Litigation Proceeds to be purchased under the Agreement
                  have been discounted, taking into account PURCHASER'S risks in
                  buying a portion of the Litigation Proceeds when an appeal has
                  been taken or a re-trial ordered, among other things.

         3.2.     PURCHASER has offered to pay SELLER the Purchase Price in
                  exchange for an assignment of the Litigation Proceeds in the
                  amount of the Judgment Amount Assigned. SELLER has accepted
                  PURCHASER'S offer and the parties intend to set forth their
                  contract in this Agreement. The Purchase Price and Judgment
                  Amount Assigned have been agreed to on an arms' length basis.

4.       NATURE OF TRANSACTION. The parties recognize and acknowledge that the
         rights granted PURCHASER will be purchased and an ownership interest
         will be sold, transferred and assigned by SELLER to PURCHASER. This
         transaction is not a loan. It is not intended as collateral for any
         loan. Unless otherwise stated in this Agreement, SELLER has no personal
         obligation to pay any amount to PURCHASER.

5.       AGREEMENT TO SELL AND BUY/NON-ASSUMPTION BY PURCHASER.


         5.1.     Under and subject to the terms and conditions of this
                  Agreement and in exchange for the Purchase Price, SELLER
                  agrees to and, upon remittance of the Purchase Price by
                  PURCHASER, shall, sell, transfer, assign and deliver to
                  PURCHASER, SELLER'S legal and equitable rights, title and
                  interest in and to the SELLER'S



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                  Litigation Proceeds, the Judgment Collateral and all Proceeds
                  and or other rights and property SELLER has the right to
                  recover on account of the Litigation or that arise therefrom
                  in and up to the amount of the Judgment Amount Assigned.
                  PURCHASER agrees to buy all of said rights and interests from
                  SELLER and to pay the Purchase Price under and subject to the
                  terms and conditions of this Agreement.

         5.2.     In making this Agreement and purchasing a portion of SELLER'S
                  Litigation Proceeds, PURCHASER is not otherwise acquiring or
                  assuming any responsibility, obligation or liability of SELLER
                  or arising out of any rights or interests of SELLER being
                  purchased including, but not limited to, any duty or
                  obligation to the Judgment Debtor(s), the Client or any
                  obligation or expense with regard to the Litigation, the
                  Appeal or any retrial of the subject matter of the Litigation
                  or issues related thereto (including court costs or
                  sanctions).

         5.3.     It is acknowledged and agreed that, this Agreement does not,
                  and shall not be interpreted so as to, affect any rights of
                  SELLER to make such claims against SELLER's Attorney, as may
                  be otherwise permitted by law or rule of professional conduct.
                  Attorney and SELLER having disclosed to PURCHASER the material
                  provisions of their fee agreement with outside counsel, and in
                  reliance thereon by PURCHASER, it is understood that the
                  agreement of SELLER to permit the sale and assignment to
                  PURCHASER a portion of SELLER'S Litigation Proceeds for cash
                  hereunder shall in no way supersede, amend, modify, or
                  otherwise detract from or expand SELLER's rights or
                  obligations under Attorney's existing contract with SELLER for
                  legal representation.

6.       RIGHTS IN PROCEEDS.

         6.1.     That portion of the Litigation Proceeds and the rights to the
                  Judgment Collateral and the Litigation assigned to PURCHASER
                  shall be satisfied and paid to PURCHASER in full, on a
                  priority basis, prior to any Proceeds or other consideration
                  paid to or received by SELLER, or any other assignee(s) of
                  SELLER. Neither SELLER nor any other assignee(s) of SELLER
                  shall be entitled to receive any recovery or any rights or
                  interests on account of the Litigation, unless and until the
                  full Judgment Amount Assigned has been received by PURCHASER.

         6.2.     PURCHASER'S rights in the Litigation Proceeds and Judgment
                  Collateral shall be satisfied at such time as PURCHASER has
                  received the full Judgment Amount Assigned.

         6.3.     The rights of SELLER to recover and receive amounts due under
                  the Judgment and Judgment Collateral and the Litigation, in
                  excess of the Judgment Amount Assigned, are and shall remain
                  the property of SELLER.

         6.4.     Notwithstanding Section 6.1, it is understood and acknowledged
                  that the rights purchased by PURCHASER hereunder are subject
                  to: the liens, if any, identified in Rights In Judgment,
                  Exhibit 1.a., or approved in writing by PURCHASER in
                  accordance with the provisions of this Agreement; and the
                  rights of Attorney to costs and attorneys' fees under the
                  presently existing fee agreement between SELLER and outside
                  counsel Attorney, as described in Rights In Judgment, Exhibit
                  1.d., herein.

7.       REPRESENTATIONS. SELLER hereby represents, warrants and agrees with
         PURCHASER as follows:

         7.1.     The documents and information provided by SELLER to PURCHASER,
                  including but not limited to the Funding Application and
                  Reference Documents Exhibits, attached hereto, are accurate
                  and complete and, as of the date hereof, have not been
                  superseded or altered as to legal effect, validity or amount
                  by the Court, stipulation or otherwise. As of the date of this
                  Agreement, no action has been taken and, as of the Closing
                  Date, no action shall have been taken which has the effect of
                  settling or resolving the Litigation or which materially
                  alters or changes the legal validity, effect of or amounts
                  stated in said documents and information or the value of
                  SELLER'S Litigation Proceeds, the Judgment or Judgment
                  Collateral.

         7.2.     The representations and warranties of SELLER contained in this
                  Agreement shall be true and correct in all material respects
                  on and as of the Closing Date with the same force and effect
                  as though such representations and warranties had been made on
                  and as of that date. Notwithstanding any other provision of
                  this Agreement, should the case be settled or decided in whole
                  or in part or all representations or



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                  warranties not be fully true and correct at the time SELLER
                  receives the Purchase Price, the sale shall not close and
                  PURCHASER'S rights under Section 20, below will apply. SELLER
                  shall not be entitled to accept the Purchase Price without
                  first giving written notice to PURCHASER and obtaining
                  PURCHASER'S written consent.

         7.3.     Except as set forth in Rights In Judgment, Exhibit 1.c.,
                  SELLER has not assigned, transferred or given, as collateral
                  to any party other than PURCHASER, any right or interest of
                  SELLER in the Litigation, the Litigation Proceeds, the
                  Judgment, the Judgment Collateral, or any Proceeds thereof.
                  SELLER shall not: make any assignment or transfer or give, as
                  collateral, any right or beneficial interest of SELLER in the
                  Litigation, the Litigation Proceeds, the Judgment, the
                  Judgment Collateral or any Proceeds thereof or rights therein,
                  or take any other action that could have the effect of
                  impairing or delaying PURCHASER'S receipt of the Judgment
                  Amount Assigned. It is intended and understood that any
                  assignment or transfer of right or beneficial interest in the
                  Litigation, the Litigation Proceeds, the Judgment, the
                  Judgment Collateral, or any Proceeds thereof or rights therein
                  shall be subordinate to and shall not adversely affect any
                  right or interest of PURCHASER in the Litigation, the
                  Litigation Proceeds, the Judgment, the Judgment Collateral or
                  any Proceeds thereof or rights therein. Except as disclosed by
                  SELLER in Rights In Judgment, Exhibit 1, or otherwise agreed
                  to by PURCHASER in writing, all Proceeds to which SELLER is
                  entitled on account of Litigation, the Litigation Proceeds,
                  the Judgment and the Judgment Collateral shall be paid first
                  to PURCHASER, until the full Judgment Amount Assigned has been
                  paid to PURCHASER.

         7.4.     Except as set forth in Rights In Judgment, Exhibit 1.a., there
                  are no persons who have liens against amounts to which SELLER
                  may be entitled on account of the Litigation. SELLER agrees to
                  refrain from causing or permitting any other liens to be
                  placed against the Judgment, without the prior written consent
                  of PURCHASER, which consent may not be withheld unless a
                  proposed lien materially impairs the rights, value, priority
                  or collectability of the rights assigned to PURCHASER
                  hereunder.

         7.5.     Except as set forth in Rights In Judgment, Exhibit 1.c.,
                  SELLER is not aware of any asserted or unasserted claims,
                  liens or judgments against the SELLER which would materially
                  impair the rights, value, priority or collectability of the
                  rights assigned to PURCHASER hereunder.

         7.6.     SELLER has the power, authority, right and competence to enter
                  into this Agreement, and does so willingly and freely. All
                  approvals, actions and consents required to authorize SELLER
                  to enter into this Agreement have been obtained and taken and,
                  upon execution by SELLER, this Agreement and all documents
                  contemplated to be signed by SELLER herein shall be valid and
                  binding obligations and undertakings of SELLER. Entering into
                  this Agreement and carrying out the actions provided for in
                  this Agreement and the Exhibits will not cause SELLER to be in
                  breach or violation of any other agreement or legal obligation
                  to which SELLER is a party or subject.

         7.7.     SELLER shall use best efforts and exercise good faith to
                  pursue SELLER'S rights in the Litigation; to bring the
                  Litigation to good faith settlement or final judgment; and to
                  enforce collection of all money and other Proceeds due on
                  account of the Litigation, including any settlement with
                  Judgment Debtor(s).

         7.8.     SELLER has not and shall not, directly or indirectly, delay,
                  seek to prevent, impair, or frustrate the rights granted to
                  PURCHASER under this Agreement, or payment of the Judgment
                  Amount Assigned to PURCHASER, in any way.

         7.9.     SELLER shall vigorously:

                  7.9.1.   Omitted.

                  7.9.2.   Pursue SELLER'S underlying claims in the Litigation,
                           unless advised by Attorney that pursuit of such
                           claims would be fruitless or not economically
                           feasible, in light of the likely cost and risks in
                           doing so.

                  7.9.3.   Pursue collection of the Judgment and promptly
                           exercise collection rights against the Judgment
                           Collateral.
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         7.10.    SELLER shall notify PURCHASER and keep PURCHASER advised
                  regarding: the name(s), address(es), telephone and fax numbers
                  of SELLER and of all legal counsel engaged to represent SELLER
                  in the Litigation; and the nature and scope of representation
                  of all such legal counsel and any change therein.

         7.11.    SELLER shall give PURCHASER prompt written notice of any
                  material change in any of the information contained in the
                  representations and warranties or Exhibits to this Agreement.

8.       LITIGATION DOCUMENTATION. Unless otherwise requested in writing by
         PURCHASER and subject to Section 2.4, SELLER shall, and SELLER hereby
         instructs Attorney, as SELLER'S agent, to promptly provide and continue
         to provide PURCHASER with:

         8.1.     All future Court documents, including but not limited to any
                  Notices, Orders, Briefs, Verdicts, or Judgments, presented to
                  any party to the Litigation or filed with any court.

         8.2.     All future correspondence, written proposals or agreements,
                  and notice of any oral proposals or agreements between SELLER
                  and Judgment Debtor(s) relating to the Litigation, the
                  Judgment Collateral, settlement, alternative dispute
                  resolution procedures, or collection and payment of the
                  Judgment or the Litigation.

         8.3.     Any proposed assignment by SELLER of any interest in the
                  Judgment, Judgment Collateral or rights in the Litigation, and
                  written notice of any other similar proposed action on the
                  part of SELLER. Unless waived in writing by PURCHASER, such
                  proposed assignment or notice shall be provided to PURCHASER
                  not less than 7 days prior to SELLER making the proposed
                  assignment or taking the proposed action.

         8.4.     Notice of and documents relating to payment or receipt of any
                  money, consideration or other Proceeds by SELLER or Attorney
                  on account of the Judgment, the Judgment Collateral or the
                  Litigation, settlement or payment of the Judgment, and all
                  accountings of the application of said money or other things
                  of value received.

         8.5.     Information requested by PURCHASER relating to the status of ,
                  the Litigation, settlement, alternative dispute resolution
                  proceedings and any efforts to enforce the Judgment.

9.       ASSIGNMENT OF LITIGATION PROCEEDS. It is understood and agreed that the
         Assignment evidences the transfer of the Judgment Amount Assigned and
         PURCHASER'S right to receive payment hereunder and shall remain in full
         force and effect until the entire Judgment Amount Assigned has been
         received by PURCHASER. Upon PURCHASER'S remittance of the Purchase
         Price to SELLER, PURCHASER shall be the sole and absolute owner of the
         first except as provided for in6.4 above Litigation Proceeds which
         SELLER is entitled to collect or receive on account of the Judgment,
         the Judgment Collateral and the Litigation, up to the full Judgment
         Amount Assigned, whether by way of enforcement of the Judgment,
         compromise and settlement of SELLER'S rights arising out of the
         Judgment and Litigation, or otherwise. As collateral for and to secure
         SELLER'S representations, warranties, undertaking and agreements made
         or given under this Agreement, SELLER hereby grants PURCHASER a
         security interest in all of SELLER'S Litigation Proceeds and interests
         in the Judgment, the Judgment Collateral and the Litigation not
         otherwise assigned and transferred to PURCHASER under this Agreement
         (the "Collateral"). This shall constitute a security agreement between
         SELLER and PURCHASER for that purpose. It shall not in any way affect
         or impair any rights or fee lien of Attorney in and to the Judgment,
         the Judgment Collateral, or the Litigation, absent an express written
         agreement with Attorney to the contrary. SELLER shall execute, and
         PURCHASER may file, one or more UCC-1 Financing Statement Forms for the
         purpose of perfecting PURCHASER'S security interest in the Collateral,
         and as notice to third parties that SELLER has conveyed an interest in
         the SELLER'S Litigation Proceeds.

10.      ACKNOWLEDGMENT/ASSIGNMENT OF LITIGATION PROCEEDS. It is understood and
         agreed that the Assignment is intended to serve as evidence and notice
         of the Assignment. Upon PURCHASER'S remittance of the Purchase Price,
         PURCHASER is fully authorized to and shall insert the Closing Date on
         the Assignment. The Assignment may be filed by PURCHASER with the
         Court, on or after the Closing Date, pursuant to the provisions of
         applicable laws, court rules or local custom, and served upon such
         persons as may be deemed necessary by PURCHASER to perfect and give
         effect to PURCHASER'S ownership of and right to receive the Judgment
         Amount Assigned.
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11.      ACKNOWLEDGMENT OF RECEIPT OF PURCHASE PRICE. The Acknowledgment of
         Receipt of Purchase Price (hereafter the "Receipt") is attached hereto
         as Receipt, Exhibit 3 and incorporated herein by this reference. Seller
         agrees to deliver the signed and dated Receipt to Purchaser immediately
         upon SELLER'S receipt of the Purchase Price.

12.      BREACH. SELLER understands and acknowledges that PURCHASER is relying
         on all of SELLER'S agreements, representations and warranties in
         entering into this Agreement and in purchasing the Judgment Amount
         Assigned. The parties agree that, if SELLER breaches any material part
         of this Agreement or if any of SELLER'S representations or warranties
         fail to be correct in any respect, SELLER will be in breach of this
         Agreement.

         12.1.    If SELLER breaches any material part of this Agreement, and
                  SELLER fails to cure said breach within seven (7) days of
                  PURCHASER'S notice to SELLER of such breach, PURCHASER is
                  granted the right to immediately recover from the SELLER all
                  amounts due under this Agreement and the Judgment Amount
                  Assigned. This right of PURCHASER is in addition to any other
                  rights to which PURCHASER is entitled by law because of any
                  breach by SELLER, including PURCHASER'S rights in and to
                  Collateral given by SELLER. Any breach or failure of the
                  representations and warranties of Section 7.2, above, shall
                  not be subject to cure and SELLER shall have no rights to
                  receive any payment absent the expressed written approval of
                  PURCHASER.

         12.2.    Should SELLER fail to adhere to the representations and
                  warranties set forth in Section 7.9, above, or if Attorney
                  dies, becomes incompetent or otherwise abandons the SELLER and
                  Attorney or any other SELLER'S lawyer (including the members
                  of Attorney's firm, if any) ceases or is otherwise unable to
                  represent SELLER in connection with the Litigation, then
                  PURCHASER is fully authorized and permitted, but not
                  obligated, on behalf of SELLER and PURCHASER and subject
                  always to the rights and informed consent of the SELLER to
                  engage a new Attorney, to prosecute, enforce and resolve the
                  rights of SELLER and PURCHASER in furtherance of the
                  Litigation, to the fullest extent as if done by the SELLER.
                  SELLER hereby appoints PURCHASER as SELLER'S attorney-in-fact,
                  in the event of such default or breach under this sub-section,
                  to do all things and take all actions in its own name and as
                  attorney-in-fact for SELLER to pursue such actions and to
                  engage such legal counsel for the account of SELLER and
                  PURCHASER, subject always to the rights and informed consent
                  of the SELLER, as PURCHASER shall, in its good faith judgment,
                  deem to be in the best interests of the PURCHASER, SELLER and
                  Attorney. In such event, any amounts recovered on account of
                  the SELLER'S interests in the SELLER'S Litigation Proceeds,
                  shall be applied except as provided for in 6.4 above: (i)
                  first, to recoup all fees and expenses incurred in exercise of
                  said authority (including attorneys fees and costs); (ii)
                  next, to PURCHASER on account of the Judgment Amount Assigned;
                  (iii) the balance to SELLER, as SELLER'S interests may appear
                  and as SELLER may direct.

13.      INDEMNIFICATION.

         13.1.    PURCHASER agrees to indemnify, defend and hold SELLER harmless
                  from and against any and all losses, costs, damages, claims
                  and expenses (including reasonable attorneys' fees) which
                  SELLER may sustain at anytime by reason of: (a) any debt,
                  liability or obligation incurred by PURCHASER, (b) any
                  liability or obligation of any kind for prosecution or defense
                  thereof, or (c) the breach of, inaccuracy of, or failure to
                  comply with, or the existence of any facts resulting in the
                  inaccuracy of, any of the warranties, representations, or
                  covenants of PURCHASER contained in this Agreement or in any
                  Exhibits or documents delivered pursuant hereto or in
                  connection with the subject matter of this Agreement.

         13.2.    SELLER agrees to indemnify, defend and hold PURCHASER harmless
                  from and against any and all losses, costs, damages, claims
                  and expenses (including reasonable attorneys' fees) which
                  PURCHASER may sustain at anytime by reason of: (a) any debt,
                  liability or obligation incurred by SELLER, (b) any liability
                  or obligation of any kind for prosecution or defense of such
                  debt, liability or obligation incurred by SELLER, and (c) the
                  breach of, inaccuracy of, or failure to comply with, or the
                  existence of any facts resulting in the inaccuracy of, any of
                  the warranties, representations, or covenants of SELLER
                  contained in this Agreement or in any Exhibits or documents
                  delivered pursuant hereto or in connection with the subject
                  matter of this Agreement.


<PAGE>

         13.3.    Any party who receives notice of a claim for which it will
                  seek indemnification ("Indemnified Party") hereunder shall
                  promptly notify the party from which the Indemnified Party
                  will see indemnification ("Indemnifying Party") of such claim
                  in writing. The Indemnifying Party shall have the right to
                  assume the defense of such action at its cost with counsel
                  reasonably satisfactory to the Indemnified Party. The
                  Indemnified Party shall have the right to participate in such
                  defense with its own counsel at its cost.

14.      ATTORNEY - CLIENT RELATIONSHIP.

         14.1.    NOTHING IN THIS AGREEMENT IS INTENDED TO REQUIRE ACTION THAT
                  MAY IMPAIR THE ATTORNEY-CLIENT PRIVILEGE, OR OTHER EVIDENTIARY
                  PRIVILEGE AS MAY EXIST IN FAVOR OF SELLER IN CONNECTION WITH
                  THE LITIGATION. THIS AGREEMENT SHALL NOT BE INTERPRETED OR
                  ENFORCED IN A MANNER THAT WOULD HAVE THE EFFECT OF LOSS OF ANY
                  SUCH PRIVILEGE. IF REDACTING PORTIONS OF ANY WRITING, REQUIRED
                  TO BE GIVEN PURCHASER IN THIS AGREEMENT, WOULD AVOID WAIVER OR
                  LOSS OF ANY SUCH PRIVILEGE: THE WRITING SHALL BE REDACTED BY
                  ATTORNEY SO AS TO AVOID WAIVER OR LOSS OF PRIVILEGE AND
                  PROVIDED TO PURCHASER. PURCHASER SHALL BE NOTIFIED THAT THE
                  WRITING WAS REDACTED FOR THAT PURPOSE AND SHALL BE ADVISED OF
                  THE GENERAL SUBJECT MATTER OF THE REDACTED MATERIAL. FURTHER,
                  NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT OR IMPAIR
                  SELLER'S AND ATTORNEY'S ABILITY TO VIGOROUSLY CONDUCT THE
                  LITIGATION IN SUCH MANNER AS THEY DEEM IN GOOD FAITH AND IN
                  THEIR SOLE DISCRETION WILL BENEFIT SELLER, WITHOUT
                  INTERFERENCE FROM PURCHASER. PROVIDED, HOWEVER, NOTHING SHALL
                  BE INTERPRETED AS RESTRICTING PURCHASER'S EXERCISE OF ITS
                  DISCRETION IN ANALYSIS OF THE RESULTS OF ITS DUE DILIGENCE
                  UNDER SECTION 16, BELOW, OR ENFORCEMENT OF PURCHASER'S RIGHTS
                  UNDER THIS AGREEMENT AND THE ASSIGNMENT, IN THE EVENT OF A
                  BREACH OF THE TERMS OF THIS AGREEMENT.

         14.2.    Should a dispute arise at anytime between SELLER and Attorney
                  regarding payment or application of any sums recovered on the
                  Judgment, which dispute may delay, reduce or otherwise affect
                  payment or retention of the Judgment Amount Assigned to
                  PURCHASER, SELLER shall promptly notify PURCHASER in writing
                  and shall nevertheless immediately pay, on a pro rata basis,
                  any undisputed portion of the sums recovered. The Notice shall
                  state the facts of the dispute in order that PURCHASER may
                  fully assert its rights. In order to allow PURCHASER to become
                  fully aware of the dispute, SELLER hereby authorizes Attorney
                  to provide PURCHASER all facts and information related to the
                  dispute. Notwithstanding any other provisions of this
                  Agreement, including Section 14.1, above, SELLER expressly
                  waives attorney-client privilege as to information requested
                  by PURCHASER under these limited circumstances and for this
                  limited purpose. Should the dispute delay payment of any
                  amount otherwise due or payable to PURCHASER, all amounts due
                  or payable to PURCHASER shall begin to bear interest at the
                  rate of 18% per annum, or such lesser rate as shall be the
                  maximum rate permitted by applicable law, from the date any
                  amounts are paid or payable by the Adverse Party until said
                  sums due or payable to PURCHASER have been paid in full.

15.      COOPERATION. SELLER will, and will so instruct Attorney to, keep
         PURCHASER fully advised about and will cooperate and consult with
         PURCHASER in connection with any and all matters relating to the
         Litigation including, but not limited to, matters with regard to
         SELLER'S and Attorney's legal positions, briefs and oral arguments,
         settlement negotiations, alternate dispute resolution proceedings, and
         engagement of counsel.

16.      CONTINGENCIES. This Agreement is expressly conditioned upon PURCHASER
         conducting and completing its due diligence with regard to the subject
         matter of this Agreement and providing SELLER with PURCHASER'S written
         approval of its intent to complete the purchase. PURCHASER'S approval
         and intention to complete the purchase shall be determined in
         PURCHASER'S sole and absolute discretion. PURCHASER shall have 30 days
         from the receipt of all documents and Exhibits, properly signed and
         witnessed, to provide SELLER and Attorney with written approval of its
         intention to complete the purchase.

17.      PURCHASER'S DUE DILIGENCE/SELLER'S REIMBURSEMENT. SELLER UNDERSTANDS
         THAT PURCHASER WILL INCUR COSTS AND EXPENSES IN CONNECTION WITH THE
         CLOSING OF THE TRANSACTION AND WITH THE COMPLETION OF PURCHASER'S DUE
         DILIGENCE REFERRED TO HEREIN ABOVE. IT IS UNDERSTOOD THAT UPON RECEIPT
         OF THE SIGNED AGREEMENT, PURCHASER WILL INCUR EXPENSES FOR A CREDIT AND
         LIABILITIES INVESTIGATION AND REPORT. IT IS FURTHER UNDERSTOOD THAT
         UPON RECEIPT OF THE SIGNED AGREEMENT, PURCHASER WILL ENGAGE AN
         ATTORNEY, FOR THE PURPOSE OF REVIEWING THE LAWSUIT AND ADVISING
         PURCHASER AS PART OF PURCHASER'S DUE DILIGENCE. SHOULD PURCHASER BE
         SATISFIED WITH THE RESULTS OF PURCHASER'S DUE DILIGENCE AND NOTIFY
         SELLER IT INTENDS TO CONCLUDE THE



<PAGE>

         ASSIGNMENT, AS AGREED SELLER WILL REIMBURSE PURCHASER THE SUM OF
         $5,000.00 OR 1% OF THE PURCHASE PRICE, WHICHEVER IS GREATER, ON ACCOUNT
         OF THE PURCHASER'S DUE DILIGENCE, AND CLOSING COSTS AND EXPENSES.
         PURCHASER SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO DEDUCT FROM
         THE PURCHASE PRICE THE AMOUNT TO WHICH PURCHASER IS ENTITLED TO PAYMENT
         OR REIMBURSEMENT FROM SELLER. IT IS ACKNOWLEDGED THAT ANY ANALYSIS OR
         OPINION RECEIVED BY PURCHASER FROM LEGAL COUNSEL ENGAGED TO REVIEW AND
         EVALUATE THE LITIGATION: (I) IS LEGAL ADVICE RENDERED SOLELY FOR
         PURCHASER'S BENEFIT IN COMPLETING ITS DUE DILIGENCE; (II) IS SUBJECT TO
         CERTAIN PRIVILEGES IN FAVOR OF PURCHASER AND SAID ATTORNEY; (III) AND
         IN NO WAY CONSTITUTES LEGAL ADVICE TO, NOR MAY IT BE RELIED UPON BY
         SELLER OR ATTORNEY, SHOULD INFORMATION RELATING TO SAID ATTORNEYS'
         ADVICE BE MADE AVAILABLE TO SELLER OR ATTORNEY, ABSENT PRIOR WRITTEN
         CONSENT FROM THE INDIVIDUAL ATTORNEY ENGAGED BY PURCHASER.

18.      DELIVERY BY PURCHASER/CLOSING. PURCHASER shall pay SELLER the Purchase
         Price (less any amounts deductible therefrom) within ten (10) business
         days after it has completed its due diligence and approved of and
         expressed its intention, in writing, to complete the purchase. Except
         as hereafter provided, upon PURCHASER'S tender of the Purchase Price to
         SELLER: the PURCHASER'S rights in the SELLER'S Litigation Proceeds, the
         Judgment Proceeds, the Judgment Amount Assigned, and the Litigation,
         and all of PURCHASER'S rights, as provided for in this Agreement, shall
         be fully vested; SELLER'S assignment shall be absolute and irrevocable
         by SELLER; and PURCHASER shall be entitled to file with the Court and
         serve the Exhibit(s) evidencing SELLER'S Assignment and the form UCC-1
         giving effect to the parties agreements hereunder.

19.      MISCELLANEOUS.

         19.1.    Entire Agreement. This Agreement, including the Exhibits
                  hereto, sets forth the entire agreement and understanding
                  between the parties as to the subject matter hereof and merges
                  and supersedes all prior discussions, agreements and
                  understandings of every kind and nature between them. No party
                  hereto shall be bound by any term, condition, warranty or
                  representation other than as expressly provided for in this
                  Agreement, or as may be on a date on or after to the date
                  hereof duly set forth in writing signed by the party hereto
                  which is to be bound thereby. This Agreement shall not be
                  changed, modified or amended except by a writing dated and
                  signed by the party to be charged.

         19.2.    Governing Law. This Agreement and its validity, construction
                  and performance shall be governed in all respects by the laws
                  of the State of California, without giving effect to
                  principles of conflicts of laws.

         19.3.    Severability. If any provision of this Agreement or the
                  application of any provision hereof to any person or
                  circumstance is held invalid, the remainder of this Agreement
                  and the application of such provision to other persons or
                  circumstances shall not be affected unless the provision held
                  invalid shall substantially impair the benefits of the
                  remaining portions of this Agreement.

         19.4.    Benefits of Parties. This Agreement shall be binding upon, and
                  inure to the benefit of the parties hereto, individually and
                  to each and all their agents, attorneys, beneficiaries,
                  representatives and its respective successors, spouses, heirs,
                  legal representatives and assigns. No assignments by any party
                  shall relieve the assigning party from any obligation, duty,
                  representation, warranty or agreement absent an express
                  written release given by the non-assigning party.

         19.5.    Headings Singular/Plural. The headings in the section of this
                  Agreement are inserted for convenience or reference only and
                  shall not constitute a part hereof. Where context so permits,
                  the singular form of a word shall include the plural and the
                  plural form shall include the singular.

         19.6.    Notices. All notices, requests, demands and other
                  communications provided for by this Agreement shall be in
                  writing and, unless otherwise specifically provided for
                  herein, shall be deemed to have been given upon transmission
                  by telecopy, with receipt confirmed, upon hand delivery or
                  delivery by air freight or courier service, or three (3) days
                  after the time when deposited with the United States Postal
                  Service, enclosed in a registered, certified or other
                  postage-paid envelope, addressed to the address of the parties
                  stated below or to such changed address as such party may have
                  fixed by notice:


<PAGE>

<TABLE>
<CAPTION>
                          IF TO SELLER:                                        IF TO PURCHASER:
                          --------------                                       ----------------
<S>                                                                            <C>
                          Intelefilm Corporation, f/k/a Children's             LawFinance Group, Inc.
                          Broadcasting Corporation
                          c/o Mr. Mark A. Cohn, CEO                            1000 Sansome Street, Suite 250
                          6385 Old Shady Oak Road, Suite 290                   San Francisco, CA  94111
                          Eden Prairie, , MN  55344                            Fax: (415) 617-9201/Tel.: (415) 617-9200
                          Fax: (952) 925-8875/Tel.: (952) 925-8848
</TABLE>



                  provided, however, that any such change of address shall be
                  effective only upon receipt.

         19.7.    Attorney's Fees. In the event that any action or proceeding is
                  brought to enforce or interpret any provision, covenant or
                  condition contained in the Agreement on the part of PURCHASER
                  or SELLER, the prevailing party in such action or proceeding
                  shall be entitled to recover from the party not prevailing its
                  expenses therein, including reasonable attorneys' fees and
                  allowable costs.

         19.8.    Disputes Between The Parties. At the request of any party, any
                  dispute between the parties arising out of the transaction
                  provided for in this Agreement, and the Exhibits to this
                  Agreement, shall be submitted to final and binding arbitration
                  in Minneapolis, Minnesota, by a three (3) member panel, under
                  the Commercial Arbitration Rules of the American Arbitration
                  Association then in effect. The Association shall be requested
                  to provide a panel of prospective arbitrators consisting of
                  persons experienced in business law matters. Prior to
                  appointment of the arbitrator, either party may commence
                  judicial proceedings, in either the state or federal court
                  having jurisdiction over the party against whom relief is
                  sought, to obtain preliminary relief, including injunctive
                  relief, for the purposes of: (i) enforcement of this
                  arbitration provision; (ii) obtaining appointment of
                  arbitrator(s); (iii) preserving the status quo; (iv)
                  preventing the disbursement by any person of disputed funds;
                  and (v) preserving and protecting the rights of either party
                  pending the outcome of the arbitration. Any party may have
                  judgment entered on the arbitration award. Section 19.7,
                  above, shall apply to any arbitration or court proceeding
                  between the parties.

         19.9.    Further Assurances. Each party agrees to execute and file or
                  caused to be filed such other or further documents as may be
                  requested by the other party to give effect to the purposes of
                  the Agreement. Such further documents shall include, but not
                  be limited to: (i) documents intended to perfect PURCHASER'S
                  ownership of and power to exercise the rights herein granted
                  by SELLER; (ii) if the Judgment is modified, vacated and there
                  are further proceedings, a replacement Assignment in order to
                  give effect to PURCHASER'S rights in and to the Litigation
                  Proceeds, the Judgment Collateral, Judgment and this
                  Agreement.

20.      RESOLUTION OF LITIGATION PRIOR TO CLOSING. In the event the Appeal is
         resolved, whether by settlement, judicial decision, or otherwise, on or
         before Closing Date, PURCHASER'S obligation to purchase and SELLER'S
         obligation to sell under this Agreement shall cease. In such event,
         SELLER shall pay PURCHASER out of any proceeds of the Litigation the
         sum of $5,000.00, on account of PURCHASER'S administrative and due
         diligence activities and expenses incurred by PURCHASER in connection
         with this Agreement.

21.      THE PARTIES EACH ACKNOWLEDGE AND AGREE THAT: (I) THIS AGREEMENT HAS
         BEEN ENTERED INTO VOLUNTARILY AND FREELY; AND (II) THE PURCHASE PRICE
         HAS BEEN DETERMINED AT ARM'S LENGTH AND IS REASONABLE IN LIGHT OF THE
         RISKS ASSUMED BY PURCHASER.

22.      SELLER ACKNOWLEDGES THAT SELLER HAS READ THIS AGREEMENT, INCLUDING ALL
         OF EXHIBITS ATTACHED HERETO. SELLER IS AWARE THAT THIS AGREEMENT
         AFFECTS SELLER'S LEGAL RIGHTS. PRIOR TO SIGNING THIS AGREEMENT, SELLER
         HAS CONSULTED WITH ATTORNEY AND/OR OTHER LEGAL COUNSEL, CONCERNING THIS
         TRANSACTION. ATTORNEY HAS REVIEWED THE TERMS AND CONDITIONS OF THE
         ENTIRE AGREEMENT. SELLER UNDERSTANDS THE MEANING AND EFFECT OF THE
         TERMS AND CONDITIONS CONTAINED IN THE AGREEMENT. SELLER HAS RECEIVED NO
         LEGAL ADVICE WITH RESPECT TO THIS AGREEMENT OR THE LITIGATION FROM
         PURCHASER OR ANYONE ASSOCIATED WITH PURCHASER.

<PAGE>

SELLER'S INITIALS:    /S/ MAC       ATTORNEY'S INITIALS:          /S/ JF
                   --------------                         ----------------------


IN WITNESS WHEREOF, the parties have entered into this Agreement at San
Francisco, California.


Dated:  Deceber 17,  2001



SELLER:


/s/ Mark A. Cohn
------------------------------------------------------
Intelefilm Corporation, f/k/a Children's Broadcasting Corporation
By: Mark A. Cohn, CEO

                                 ACKNOWLEDGMENT


STATE OF          Minnesota                                   )
         -----------------------------------------------------
COUNTY OF         Hennepin                                    )
          ----------------------------------------------------


On Dec. 17, 2001 before me, Judite P. Fluger, personally appeared Mark A. Cohn
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.


         WITNESS my hand and official seal.
                                                    /s/ Judite P. Fluger
                                                --------------------------------
                                                 Notary's Signature


PURCHASER:


Dated:  December 21,  2001
                    ---------

LAWFINANCE GROUP, INC.:

<PAGE>

a California corporation


By:   /s/ Michael Blum
   -------------------------------



                                 ACKNOWLEDGMENT


STATE OF California                )
COUNTY OF San Francisco            )


On 12/12/01 before me, Dawn Bui, personally appeared Michael Blum , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.


         WITNESS my hand and official seal.
                                                    /s/Dawn Bui
                                                   -----------------------------
                                                       Notary Public