Exhibit 4.13


                             McKim and Company, LLC.
                           730 5th Avenue - Suite 2102
                            New York, New York 10022


                                                                  August 1, 2005


Donald Taylor,
President
Branded Media Corporation
425 Madison Avenue - Penthouse
New York, New York 10017

Dear Mr. Taylor:

     Pursuant to our discussions, the purpose of this letter is to confirm our
agreement regarding the scope and terms for the retention of McKim Capital, Inc.
("McKim") as the non-exclusive financial advisor to Branded Media Corporation,
and any subsidiaries and affiliates ("Branded Media" or the "Company"). McKim
will assist the Company, on a best efforts basis, with regard to the sale by the
Company of up to $6 million of Preferred Stock to institutional or accredited
investors (as defined in Regulation D of the Securities Act of 1933) in
connection with the execution of Branded Media's business plan (the "Offering").
Said Preferred Stock shall be in a form and shall contain the terms as
negotiated between McKim and Branded Media. The term of this Agreement shall be
until the closing date of the Company's Offering or until October 31, 2005,
whichever occurs first.

     As an advisor to the Company pursuant to this Agreement, McKim will provide
the services necessary to assist the Company and its agents including the
following:

A.   Assisting in the evaluation of the Company's current and prospective
     financial condition;

B.   Assisting in the performance of such financial or business analyses as are
     needed to properly advise the Company in its sale of the Preferred Stock
     (all legal analysis and opinions are the sole responsibility of the
     Company);

C.   Assisting in the introduction and negotiation of potential institutional
     and individual investors for the Preferred Stock financing being offered
     and sold by the Company.

     Any additional services shall be subject to further negotiation and
agreement between the Company and McKim, including a provision for additional
fees.

     In conjunction with the steps outlined above, the Company agrees to provide
McKim with necessary assistance and information required at all steps and to
have management available as required. McKim will be entitled to rely on
information provided by the Company, and its directors, officers, employees,
counsel, accountants and/or other advisors, which McKim reasonably deems

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appropriate, without assuming any responsibility for independent investigation
or verification thereof. McKim agrees that all activities on behalf of the
Company are confidential.

     McKim's compensation for acting as advisor to the Company in connection
with this Agreement shall be comprised of the indemnity described below and the
following terms:

1.   McKim shall receive a 8% cash fee for any monies raised from investors who
     are identified by McKim ("Prospective Investors") and who subsequently
     participate in the Offering ("Actual Investors") within eighteen (18)
     months following the termination of this Agreement. A complete list of any
     potential investors already identified by the Company will be provided to
     McKim within 10 business days of the execution of this Agreement.

2.   In addition, McKim shall receive warrants to purchase 10% of the number of
     shares of common stock into which the Preferred Stock sold by the Company
     to Actual Investors is convertible, exercisable at l05% of the sales or
     conversion price of the Preferred Stock. The warrants will be satisfactory
     in form and substance to McKim and the Company's respective counsel. The
     warrants will expire seven years from the date of issuance, will have
     appropriate cashless exercise rights and will be able to be allocated among
     McKim's members.

     Upon completion of a minimum of $5,000,000 of the Offering, the Company
shall agree to inform McKim for a period of 18 months about all private
financing arrangements for the Company (other than conventional banking
arrangements, borrowing and commercial debt financing and discrete unrelated
transactions of not more than $250,000). McKim shall have the right to present
the Company with comparable alternative financing options in writing within
fifteen business days of receipt of a written term sheet describing such
proposed transaction in reasonable detail.

     Since McKim will be acting on behalf of the Company, the Company agrees to
indemnify and hold McKim harmless for its reasonable and customary activities
related to its advisory services for the Company in accordance with the terms
set forth in the separate indemnification agreement attached hereto and dated
the date hereof. Notwithstanding the foregoing, McKim shall at all times be an
independent contractor hereunder, rather than a co-venturer, agent, employee or
representative of the Company.

     This Agreement may be terminated either by McKim or by the Company after
two months from execution by the Company upon 30 days' written notice to the
other party. In the event of any such termination by either party, McKim shall
be entitled to receive all compensation described herein. The indemnification
and reimbursement provisions contained herein shall remain in full force and
effect in case of termination by either party.

     In the event of a dispute between McKim and the Company with regard to any
of the terms of this Agreement that results in litigation or arbitration, both
parties agree that reasonable attorney's fees and costs shall be awarded to the
prevailing party.

         If this Agreement is determined to be void or otherwise unenforceable,
the Company understands that McKim will be entitled to recover for its services
under the equitable theory of unjust enrichment or "quantum meruit." Such a

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theory permits recovery for the equitable value of products or services where
there is no contract in place expressly providing for such a recovery.

         If the terms of this Agreement are acceptable to you and you believe
you may have an interest in pursuing this transaction, please sign and return
one of the originals to us. Please feel free to contact me directly at (646)
521-8572 if you have any questions. We very much look forward to working with
you on this important assignment.

                                                     Sincerely,
                                                     McKim & Company LLC


                                                     By: /s/ James J. Cahill
                                                         -----------------------
                                                             James J. Cahill
                                                              CEO

Agreed to and Accepted by:
Branded Media Corporation


By: /s/ Donald Taylor
    --------------------------
        Donald Taylor
        President