ECONTENT INC, 10KSB40/A, 2000-01-27

ECONTENT INC
10KSB40/A, 2000-01-27
HOTELS & MOTELS

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FORM 10-KSB/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number 33-16736

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(FORMERLY GULFSTAR INDUSTRIES, INC.)
(Exact name of registrant as specified in its charter)

DELAWARE 23-2442288
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

105 S. NARCISSUS AVE. # 701 WEST PALM BEACH, FL 33401
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (561) 835-0094

Securities registered pursuant to Section 12(b) of the Act:

NONE
----------------
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definite proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-K. [X]

Indicate by check whether the issuer has filed all documents and
reports required to be filed by Section 12, 13, or 5(d) of the Exchange Act
after distribution of securities under a plan confirmed by a court. Yes [X] No

As of September 30, 1999 the Company had 10,162,709 shares of common
stock and no shares of preferred stock outstanding.

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PART I

Item 1. BUSINESS.

GENERAL DESCRIPTION OF BUSINESS

We are a development stage company engaged in the creation and
exploitation of television programming, Internet content, and related
merchandising opportunities. We are a vertically integrated eCommerce Marketing
Company, headquartered in West Palm Beach, Florida.

To date, we have had no operating revenue and cannot say for certain
when we will record our initial revenue.

We have a five year contract with Independence Public Media
Philadelphia TV-35 to produce network quality entertainment specials for
distribution to 351 Public Television Stations, with 101,000,000 weekly
viewers nationwide. Twenty- four shows have been approved for syndication in
the next two years. Four shows will debut nationally during the March 2000
PBS Membership Drive. We select and retain rights to all products, licenses
and brand names featured in the shows. Concurrently, we will develop and
promote specific programs for Internet Communities, Stores and Content
targeted to the known audience for each program.

Our products will be initially offered with a Direct Response 800#
highlighted regularly during each Public Television airing, then crossed
promoted and sold through major Print, TV shopping, Retail and Web Channels.
Merchandising relationships are firmly in place. We have synchronized this
network of sales channels to link the "Power of Public Television" to the
"Power of Internet". Public Television viewers become our customers... then
our WEB Members.

Programming will be produced in strategic alliance with award winning
producer Bob Marty and MPI Media Productions International, a highly acclaimed,
full service television production company, which develops, produces and
syndicates programming to major networks worldwide. On December 14, 1999, we
executed an agreement to purchase MPI Media Productions International, a
privately held company.

We are currently in negotiations with Irving Azoff Entertainment and
Iliad Inc. for production and syndication of three holiday television specials
starring some of the most well known voices in the recording industry.

During the next twelve months we have several acquisitions scheduled
which we anticipate will provide operating revenue, the completion of which
will require the Company to raise additional working capital through the
issuance of its common stock.

ORGANIZATIONAL BACKGROUND

eContent Inc. (formerly Media Vision Productions, Inc.) (the
"Company"), was incorporated under the laws of Delaware on December 3, 1986.
The Company was formed to seek potential business opportunities which in the
opinion of management may provide a profit to the Company.

The Company was a holding corporation which previously consisted of
two wholly owned subsidiaries that discontinued operations during the fiscal
year ended September 30, 1997; Plant Technical Services, Inc. in Texas, and
Tier Environmental of Florida. The Texas subsidiary was an engineering
consulting and placement service and the Florida subsidiary has been involved
in environmental clean-up.

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RECENT REORGANIZATION AND NAME CHANGE.

On July 22, 1997 the Company filed a petition under Chapter 11 of the
bankruptcy laws. The significant petition proposals for the reorganization of
the Company included:

1. The reverse split of prior outstanding shares of (1) one "new"
share for each (25) twenty-five "old" shares.

2. The conversion of the 75,000 preferred shares to common shares
prior to the reverse split above.

3. The shareholders of the post reverse split shares above would
be granted an option to purchase one share for each share
held, at 75% of the market price on the date exercised,
exercisable not sooner than six months from the date of
confirmation of the plan of reorganization becoming effective,
January 4, 1999, and not later than 18 months after such date.

4. Accepted proof of claims by creditors in class III (unsecured)
and class IV (secured) will receive one share of post reverse
split common stock for every $30 of the amount in which the
holder has an approved claim.

On September 2, 1998 the court confirmed the plan of reorganization,
which became effective on January 4, 1999. As a result of the reorganization,
the Company issued a total of 367,355 warrants and 30,970 shares to creditors.
Also, on January 4, 1999 the Company changed its name to Media Vision
Productions, Inc., and acquired 100% of Media Vision Properties, Inc.
pursuant to the Plan of Merger accounted for as a recapitalization of Media
Vision Properties, Inc.

On October 1, 1999 the Company changed its name to eContent, Inc.

MPI MEDIA PRODUCTIONS INTERNATIONAL, INC. -- EXISTING STRATEGIC ALLIANCE AND
PROPOSED ACQUISITION.

In February 1999, the Company and MPI co-produced Gary Null's "Get Healthy
Now", a health and fitness documentary. The show aired in over 150 markets
nationally during the PBS March Telethon and drove Internet Sales of the book
to the Amazon.com Best Seller List.

During the year ended September 30, 1999 the Company advanced $375,000 to MPI
in connection with a letter of intent to produce, market and distribute
associated revenue producing activities in connection with mutually agreed
upon programs during the next 3 years.

The above sums and consideration may be applied to the acquisition of MPI, in
which the current terms are $3,950,000 of cash and 1,135,000 shares of the
Company's common stock.

The agreement provides for MPI to distribute eContent intellectual properties
to Public Television and all other appropriate networks with which MPI has a
working relationship.

MPI is a full service video production and post-production company that
creates video products for broadcast television, major corporate and
industrial clients, and the home video market.

Among MPI's products are:

Entertainment programming
Eductional videos
Documentaries
Corporate communications and sales videos
Video news releases, satellite programs and teleconferences
Public service and commercial advertising
Video reports
Agency capabilities presentations

MPI was founded in 1986 by Bob Marty, an internationally recognized,
award-winning producer of films, videos and documentaries. Bob began his
career creating Sesame Street characters for Children's Television Workshop
International, later moving into television entertainment and educational
programming.

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MPI has produced film and video products for a range of major corporate
clients including AT&T, GTE, Apple Computer, IBM, Centocor, Inc.,
Bristol-Byers Squibb, Teva Pharmaceuticals USA, Kellogg, K-Mart, Pacific
Telesis, HarperCollins and Simon & Schuster, as well as giants in
broadcasting and entertainment leaders such as MTV Networks, NFL Films,
Really Useful Group (Andrew Lloyd Webber) and Time-Life Video.

MPI's videos for broadcast have been seen by an estimated 150-million people
in the United States. In recent years, MPI has been a major producer of
highly successful programming for the Public Broadcasting stations, much of
it for viewer pledge drives by the wide network of PBS affiliates across the
country. These specials include:

GET HEALTHY NOW WITH GARY NULL -- PBS: March, 1999
(Co-Produced with MVPI)
SPIRIT -- A JOURNEY IN DANCE, DRUMS AND SONG -- PBS: March, 1999
JOHN TESH -- ONE WORLD (Consulting Producers) PBS: March, 1999
DANNY KAYE: A LEGACY OF LAUGHTER -- AMERICAN MASTERS -- PBS
VICTOR BORGE: THEN AND NOW I, II AND III -- PBS
HOW TO LIVE FOREVER WITH GARY NULL
BOBBY DARIN Beyond the Song -- PBS
FRANK PATTERSON IRELAND'S GOLDEN TENOR -- IRELAND IN SONG -- PBS
FRANK PATTERSON IRELAND'S GOLDEN TENOR -- SONGS OF INSPIRATION -- PBS
MISS PATTI PAGE: The Singing Rage -- PBS
COLM WILKINSON IN CONCERT with PATTI LuPONE -- PBS
THE INCOMPARABLE JUDY COLLINS -- PBS
A JUDY COLLINS CHRISTMAS at the BILTMORE -- A&E NETWORKS
THE ART OF THE KING'S SINGERS -- PBS
NEW YEAR'S EVE WITH GUY LOMBARDO -- PBS
GLENN MILLER'S GREATEST HITS I and II -- PBS
THE TUNES OF TOMMY DORSEY: A SENTIMENTAL JOURNEY -- PBS
BENNY GOODMAN'S GREATEST HITS -- PBS
THE GREAT LOVE SONGS -- PBS
THE SONGS OF JOHNNY MERCER -- PBS
KATHIE LEE GIFFORD'S LULLABIES FOR LITTLE ONES -- PBS
An Evening with PATTI LuPONE -- PBS
ROBERT WELLS -- Swedish King of the Keyboard -- PBS

MPI's Home Video division produces educational and entertainment videotapes
for distribution in the home video market.

Among its major products are:

Victor Borge: Then & Now
Victor Borge: Then & Now II
Victor Borge: Then & Now 3
Glen Miller's Greatest Hits I & II
Build It!
The Best of Judy Collins
The Very Funny World of Alan King
The Tunes of Tommy Dorsey
Growing Up Wild
The Art of the King's Sisters
The Best of Danny Kaye
I Love America
Victor Borge Tells Hans Christian Andersen Stories
Kathie Lee Gifford's Lullabies for Little Ones
Launch It!
The Addams Family -- TV series
The Great Love Songs
The Songs of Johnny Mercer -- Too Marvelous for Words
Benny Goodman's Greatest Hits
An Evening with Patti LuPone
Frank Patterson Ireland in Song
A Judy Collins Christmas
Frank Patterson Songs of Inspiration
Robert Wells Swedish King of the Keyboards
Miss Patti Page The Singing Rage
BOBBY DARIN Beyond the Song
HOW TO LIVE FOREVER with Gary Null
Get Healthy Now! with Gary Null

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MPI has a successful track record marketing home videos through various
distribution channels including spot television ads, print, catalogs,
infomercials and public relations and editorial placements.

In conjunction with eContent this marketing continuum would be extended to
include Internet Stores developed and operated by eContent.

ICLAS, INC.-- PROPOSED ACQUISITION

On July 31, 1999, the Company entered into an agreement to acquire 100% of
the common stock of ICLAS, Inc., which is the Internet and e-commerce
division of B&J Collectibles, one of the nations largest and most respected
distributors of autographed sports memorabilia. The acquisition will include
a strategic Internet alliance with CBS SPORTSLINE (SPLN) inaugurated in
July 1999 with the worldwide broadcast of ICLAS from the National Collectors
Convention in Atlanta. Internet viewers were provided exclusive information,
celebrity interviews and the immediate opportunity to purchase certified
autographs of some of the biggest names in sports collectibles.

The eContent-ICLAS presentation in Atlanta features Baseball Hall of Fame
members Reggie Jackson, Steve Carlton, Orlando Cepeda; retired football stars
Len Dawson, Archie Manning, Herschel Walker and 1998 All Pro Quarterback
Vinny Testeverde; Heavyweight Boxing Champion Joe Frazier; 1999 Indy Car
Rookie of the Year Robbie McGhee; and the renowned World Wresting Federation
Wrestler and Playboy Magazine cover girl Rena Mero formerly known as SABLE.

Jeffrey Rodman, Executive Vice President of B&J Collectibles Inc., was the
architect of the ICLAS concept. Simultaneous with B&J's sale of ICLAS, Inc.
Mr. Rodman will enter into a long term contract with the Company as President
and CEO of the ICLAS division. The agreement, dated July of 1999, calls for
the Company to issue up to 1,000,000 shares of the Company's common stock and
a deferred working capital investment of $500,000 to the future subsidiary
upon the completion of a private placement of the Company's stock. This
agreement is still subject to additional due diligence and has been extended
to January 31, 2000.

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EMPLOYEES AND CONSULTANTS

We presently have 8 individuals who are employees and consultants.

Item 2. PROPERTIES.

Our corporate headquarters are located at 105 S. Narcissus Ave.,
Suite 701, West Palm Beach, Florida 33401. The lease provides for
approximately 2500 sq. feet of space, expires in 2002 and the annual rent
is approximately $45,000.

Item 3. LEGAL PROCEEDINGS.

eContent, Inc.'s predecessor had commenced an action against its
former president of its MBT subsidiary. On May 16,1996 we terminated the
President of the former PTS Subsidiary. The former president of the PTS
subsidiary has commenced an action for wrongful termination and the Company
has defended its position and has commenced a countersuit alleging
misrepresentation in connection with the acquisition of PTS. The Company
filed for reorganization under Chapter 11 of the bankruptcy laws, which has
been approved by the court and which has been deemed effective on January 4,
1999. The above claims against the company have been dismissed as a result of
the reorganization. The former President of the PTS Subsidiary has appealed
this decision and the company's counsel has advised them it is unlikely he
will prevail on any or all of his claims.(See Item 7 Part F/S "Contingencies")

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The second plan of reorganization pursuant to Bankruptcy provisions
under Chapter 11, dated August 12, 1998. This vote was approved by a majority of
shareholders included those that did and did not vote, as noted in the order
confirming the plan on September 2, 1998, which became effective January 4,
1999.

6
<PAGE>

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

(a) Market Prices of Common Stock

The primary market for our common stock is the Nasdaq OTC Bulletin Board,
where it trades under the symbol "ETNT". We became publicly traded as "MVPI"
on June 28, 1999, when we were called Media Vision Productions, Inc. through
a merger with Gulfstar Industries, Inc., formerly known as Tier Environmental
Services, Inc. On October 1, 1999 our name changed to eContent and our symbol
became "ETNT". The following table sets forth the high and low closing bid
prices for the shares for the periods indicated as provided by the NASD's
OTCBB System. The quotations shown reflect inter-dealer prices, without
retail mark-up, mark-down, or commission and may not represent actual
transactions.

High Bid Low Bid
-------- -------

<S> <C> <C> <C>
1999 First Quarter (unavailable)
Second Quarter (unavailable)
Third Quarter 2 5/8 1/2
Fourth Quarter 1 3/8 3/4

</TABLE>

(b) SHAREHOLDERS.

As of September 30, 1999, we had 10,162,709 shares of common stock
outstanding and approximately 200 stockholders of record.

We have never declared or paid any cash dividends on our common stock and do not
anticipate paying any cash dividends in the foreseeable future. We currently
intend to retain future earnings, if any, to finance operations and the
expansion of our business. Any future determination to pay cash dividends will
be at the discretion of the board of directors and will be based upon our
financial condition, operating results, capital requirements, plans for
expansion, restrictions imposed by any financing arrangements and any other
factors that the board of directors deems relevant.

7
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Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND PLAN OF OPERATIONS.

The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying financial
statements, as well as information relating to the plans of the Company's
current management. Comparison to previously reported results of the
Company's predecessor operating divisions including Tier Environmental, Inc.
and Plant Technical Services, Inc. are meaningless since the recapitalization.

RESULTS OF OPERATIONS

YEAR ENDED SEPTEMBER 30, 1999 VS. INCEPTION (APRIL 1, 1998) THROUGH
SEPTEMBER 30, 1998

The Company has not yet recorded any revenue. The Company recorded a net loss
of $3,942,234 for the year ended September 30, 1999 as compared to a loss in
the prior period from inception (April 1, 1998) through September 30, 1998 of
$141,759. This represents a loss per common share of $1.43 for the year ended
September 30, 1999 as compared to a loss per common share of $.032 for the
period ended September 30, 1998. Research and Development expenses were
$43,687 for fiscal 1999 compared to none in fiscal 1998 and Syndication and
Production costs were $83,500 in the current period vs. none for the prior
period. General and Administrative expenses rose to $726,219 in fiscal 1999
from $141,759 for the shorter period in fiscal 1998. The increase in these
costs primarily relate to the hiring of full time employees, market making
expenses relating to investor relations and an increase in the Company's
overall marketing efforts as the Company co-produced its initial PBS
Syndicated Program. Additionally, the Company recorded non-cash charges of
$3,093,667 for stock options and stock grants, all of which were awarded on
September 24, 1999 to the Company's officers after entering into their
employment agreements and completing the Plan of Acquisition of Media Vision
Productions, Inc. and securing the option to aquire MPI Media and ICLAS, Inc.

PLAN OF OPERATIONS

The Company has a five-year contract to produce network quality programming
for syndication to 351 Public Television Stations nationwide. The Company
will develop Internet Communities related to each show, offering exciting
information, chat lines, auctions, buyers clubs and other exclusive WEB
Membership Benefits. In connection with our strategic alliance with Media
Productions International, Inc. ("MPI"), a privately owned New York
corporation, Bob Marty has become the Company's Executive Director of
Productions. Bob Marty has produced 25 highly acclaimed Public Television
specials in the past seven years. The 101,000,000 loyal weekly viewers of
Public Television have a proven appetite for televised concerts,
antique/collectible auctions, self-improvement programs and children's
entertainment.

On January 13, 2000 the Company agreed to acquire 42% of Littlefield, Adams &
Company "FUNW", a publicly held Company on the OTC Bulletin Board, in
exchange for the assignment of certain licenses, sublicenses and marketing
efforts. The Company also agreed on a best-efforts basis to assist
Littlefield & Adams in obtaining $1,000,000 of equity capital.

8
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Year 2000 Issues

Many computer systems and software programs, including several used by the
Company may require modification and conversion to allow date code fields to
accept dates beginning with the year 2000. Major system failures or erroneous
calculations can result if computer system failures are not year 2000 compliant.

The Company is in the process of evaluating the computer systems they now have
in use and does not anticipate a major undertaking to be compliant.

All costs associated with year 2000 compliance that have been incurred by the
Company have been expensed and have not been capitalized. The overall cost to
the Company of modifications and conversion for year 2000 compliance was not
material. The Company believes it has no material year 2000 issues.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital deficit at September 30, 1999 was $315,369.

Since the reorganization, the Company has funded its operations from the
issuance of common stock and loans. The accountant's report on the
accompanying financial statements includes a going concern qualification
based on the Company's lack of capital and losses since inception.

The Company plans to raise between $1,875,000 and $3,000,000 through the
issuance of the Company's Common Stock during the quarter ending March 31,
2000 and an additional $5,000,000 to $10,000,000 during the quarter ending
June 30, 2000 in private placement transactions with accredited investors
that are intended to be exempt from registration pursuant to 506 of
Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act of 1933. Based upon the success of the private offerings, The
Company expects to utilize a minimum of approximately $1,150,000 cash and
1,135,000 shares of common stock to close the scheduled merger and aquisition
of Media Productions International, Inc. ("MPI") in the quarter ending March
31, 2000 and $2,800,000 to complete the "MPI" transaction in the quarter
ending June 30, 2000.

Should the Company not complete the merger and aquisition of MPI, the
strategic alliance and production schedules will continue.

The Company will utilize a minimum of $500,000 cash and up to 1,000,000
shares of common stock should it close the proposed acquisition of ICLAS, Inc.

The Company intends upon first acquiring MPI and will evaluate the potential
closing of ICLAS, Inc. depending upon the Company's working capital.

INFLATION

The rate of inflation has had little impact on the Company's results of
operations and is not expected to have a significant impact on continuing
operations.

FORWARD LOOKING AND OTHER STATEMENTS

We have made statements in this document that are forward-looking statements
that involve substantial risks and uncertainties. You can identify these
statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate," and "continue" or similar words. You should
read statements that contain these words carefully because they: (1) discuss our
future expectations; (2) contain projections of our future results of operations
or on our fiscal conditions, or (3) state other "forward looking" information.

We believe it is important to communicate our expectations to our investors.
However, there may be events in the future that we are not able to accurately
predict or which we do not fully control. Important factors that could cause
actual results to differ materially from these expressed or implied by our
forward-looking statement, include, but are not limited to those risks,
uncertainties and other factors discussed in this document.

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RISK FACTORS WHICH MAY AFFECT OUR BUSINESS

OUR OPERATING HISTORY IS VERY LIMITED.

We have a limited operating history upon which you can evaluate our
performance. Before investing in our common stock, you should consider the risks
and difficulties we may encounter as an early-stage company in the new and
rapidly evolving e-commerce market. These risks include our ability to:

- implement our business model;

- anticipate and adapt to rapid changes in our markets;

- attract new customers and maintain customer satisfaction;

- introduce new and enhanced Web sites, services, products and
alliances;

- minimize technical difficulties, system downtime and the
effect of Internet brown-outs; and

- manage the timing of promotions and sales programs.

If we do not successfully manage these risks, our business will suffer.
We cannot assure you that we will successfully address these risks or that our
business strategy will be successful.

WE EXPECT TO INCUR SUBSTANTIAL NET LOSSES FOR THE FORESEEABLE FUTURE.

We expect operating losses and negative cash flow for the foreseeable
future as we must invest in marketing and promotional activities, acquisitions,
technology and operating systems. We cannot be certain when and if we will
achieve sufficient revenues in relation to expenses to become profitable. We
believe that increasing our revenues will depend in large part on our ability
to:

- offer programs and products that are attractive to television
stations for broadcast and for viewers for product purchases;

- increase consumer awareness of our online stores and develop
effective marketing and other promotional activities to drive
traffic to our Web sites;

- provide our customers with superior e-commerce experiences;
and

- develop strategic relationships.

Our future profitability depends on generating and sustaining high
revenue growth while maintaining reasonable expense levels. Slower revenue
growth than we anticipate or operating expenses that exceed our expectations
would harm our business. If we achieve profitability, we cannot be certain that
we would be able to sustain or increase profitability in the future.

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WE MAY NEED ADDITIONAL CAPITAL TO CONTINUE OUR BUSINESS IF WE DO NOT GENERATE
ENOUGH REVENUE.

We require substantial working capital to fund our business and may
need more in the future. We will likely experience negative cash flow from
operations for the foreseeable future. If we need to raise additional funds
through the issuance of equity, equity-related or debt securities, your rights
may be subordinate to other investors and your stock ownership percentage may be
diluted. We cannot be certain that additional financing will be available to us.

OUR MANAGEMENT'S EXPERIENCE IN THE E-COMMERCE INDUSTRY IS LIMITED AND WE MAY
FAIL TO HIRE, RETAIN AND INTEGRATE KEY PERSONNEL.

Our success depends on the expertise of our key technical, sales and
senior management personnel. The Company's senior management has limited
experience operating and managing online stores engaged in the sale of various
merchandise.

We depend heavily on the continuing service of our management and on
their ability to quickly develop an expertise in the e-commerce aspects of our
business. Loss of the services of John Sgarlat, our chairman and chief executive
officer, William Campbell, our chief financial officer, Gary Goodell, our chief
operating officer, or other key employees would hurt our business.

Our success depends on our ability to continue to attract, retain and
motivate skilled employees who can effectively manage an online business.
Competition for qualified e-commerce employees is intense. We may be unable to
retain our present key employees or to attract, assimilate or retain other
qualified employees in the future. We may experience difficulty in hiring and
retaining skilled employees with appropriate qualifications.
Our business will be harmed if we fail to attract and retain key employees.

WE MAY NOT CLOSE PENDING TRANSACTIONS WHICH ARE INTEGRAL TO OUR SUCCESS.

We are in the process of negotiating the acquisition of MPI Productions
International, Inc. ("MPI") with MPI's president and sole shareholder, Bob
Marty. MPI is a full-service video production and post-production company for
broadcast television, corporate and industrial clients, and the home video
market. We are in the process of seeking and negotiating other agreements,
including acquisition, production and syndication agreements, which are integral
to our success. We cannot guarantee that the Company will acquire MPI or close
any other pending transactions which are integral to our success. A failure to
acquire MPI or close any other integral transactions may harm our business.

OUR OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS.

Our revenues and operating results may vary significantly from quarter
to quarter due to a number or ability to produce quality programming of factors.
Many of these factors are outside our control and include:

<PAGE>

- our ability to produce quality programming;

- timing of production and broadcasting of our programs;

- fluctuations in consumer purchasing patterns and advertising
spending;

- changes in the growth rate of Internet usage and online user
traffic levels;

- actions of our competitors;

- the timing and amount of costs relating to the expansion of
our operations and acquisitions of technology or businesses;
and

- general economic and market conditions.

Because we have a limited operating history, our future revenues are
difficult to forecast. A shortfall in revenues will damage our business and
would likely affect the market price of our common stock. Our limited operating
history and the new and rapidly evolving Internet market make it difficult to
ascertain the effects of seasonality on our business. If seasonal and cyclical
patterns emerge in Internet purchasing, our results of operations from quarter
to quarter may vary greatly and may cause our business to suffer.

WE MAY NOT BE ABLE TO SUCCESSFULLY COMPETE AS WE FACE INTENSE COMPETITION FROM
INTERNET-BASED AND RETAIL-BASED BUSINESSES.

We cannot assure you that we will be able to compete successfully or
that competitive pressures will not damage our business. Our competition
includes:

- television production companies;

- traditional retailers;

- Web sites maintained by online retailers of similar
merchandise; and

- Internet portals and online service providers that feature
shopping services, such as America Online, Yahoo!, Excite and
Lycos.

We believe that our ability to compete depends on many factors,
including:

- The quality of our programming;

- the market acceptance of our programming, products, Web sites
and online services; and

- the success of our sales and marketing efforts.

<PAGE>

Our competitors may be larger than us and may have substantially
greater financial, distribution and marketing resources. In addition, our
competitors may be able to secure products from vendors on more favorable terms,
fulfill customer orders more efficiently and adopt more aggressive pricing or
inventory availability policies than we can.

WE MAY BE UNABLE TO SUPPORT INCREASED VOLUME ON OUR WEB SITES.

A key element of our strategy is to generate a high volume of traffic
on our Web sites. However, growth in the number of users of our online stores
may strain or exceed the capacity of our computer systems and lead to declines
in performance or systems failure.

We must also introduce additional or enhanced features and services to
attract new users to our online stores. These new services or features may not
function well and we may need to significantly modify the design of these
services to correct errors. If users encounter difficulty with or do not accept
our services or features, our business would be damaged.

WE NEED TO EFFECTIVELY MANAGE GROWTH OF OUR OPERATIONS.

Our success depends upon effective planning and growth management.
Excluding part-time employees, at December 31, 1999 we had a total of six
employees. We intend to continue to increase the scope of our operations and the
number of our employees. We also face challenges associated with upgrading and
maintaining our information systems and internal controls, particularly those
related to our purchase and receipt of inventory. If we do not successfully
implement and integrate these new systems or fail to scale these systems with
our growth, we may not have adequate, accurate and timely forecasting and
financial information.

WE MAY BE LIABLE FOR BREACHES OF ONLINE SECURITY.

Consumer concerns over the security of transactions conducted on the
Internet or the privacy of users may inhibit the growth of the Internet and
online commerce. We will rely on encryption and authentication technology
licensed from third parties to securely transmit confidential information, such
as customer credit card numbers. A compromise or breach of our technology used
to protect customer transaction data may occur. Furthermore, our servers may be
vulnerable to computer viruses, physical or electronic break-ins and similar
disruptions.

We may need to expend significant additional capital and other
resources to protect against a security breach or to alleviate problems caused
by any breaches. Our business and your investment may be harmed if security
measures do not prevent security breaches. We cannot assure prevention against
all security breaches. This is a risk in e-commerce. Under current credit card
practices, a merchant is liable for fraudulent credit card transactions where,
as is our case, merchant does not obtain a cardholder's signature. A failure to
adequately control fraudulent credit card transactions would injure our
business.

WE MAY BE SUED REGARDING PRIVACY CONCERNS.

Any penetration of our network security or misappropriation of our
users' personal or credit card information could subject us to liability. We may
be liable for claims based on unauthorized purchases with credit card
information, impersonation or other similar fraud

<PAGE>

claims. Claims could also be based on other misuses of personal information,
such as for unauthorized marketing purposes. These claims could result in
litigation.

In addition, the Federal Trade Commission and several states have
investigated the use by Internet companies of personal information. In 1998, the
U.S. congress enacted the Children's Online Privacy Protection Act of 1998. The
Federal Trade Commission has not yet promulgated regulations interpreting this
act. We depend upon collecting personal information from our customers and we
believe that the promulgation of regulations under this act will make it more
difficult for us to collect personal information from some of our customers. We
could incur expenses if new regulations regarding the use of personal
information are introduced or if our privacy practices were investigated.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD BURDEN OUR BUSINESS.

The adoption or modification of laws or regulations applicable to the
Internet could harm our business. The U.S. Congress recently passed laws
regarding online children's privacy, copyrights and taxation. The law governing
the Internet, however, remains largely unsettled. New laws may impose burdens on
companies conducting business over the Internet. It may take years to determine
whether and how existing laws governing intellectual property, privacy, libel
and taxation apply to the Internet and online advertising. In addition, the
growth and development of online commerce may prompt calls for more stringent
consumer protection laws, both in the United States and abroad. We also may be
subject to regulation not specifically related to the Internet, including laws
affecting direct marketers.

WEB SECURITY CONCERNS MAY HINDER ONLINE E-COMMERCE AND ADVERTISING.

The need to securely transmit confidential information such as credit
card and other personal information over the Internet has been a significant
barrier to e-commerce and communications. Any publicized compromise of security
could deter people from accessing the Web or from using it to transmit
confidential information. Furthermore, decreased online traffic and sales as a
result of general security concerns could cause advertisers to reduce their
amount of online spending. Such security concerns could reduce our market for
e-commerce.

OUR STOCK PRICE COULD BE EXTREMELY VOLATILE, AS IS TYPICAL OF INTERNET-RELATED
COMPANIES.

Our stock price has been volatile and is likely to continue to be
volatile. The stock market has experienced significant price and volume
fluctuations, and the market prices of securities of technology companies,
particularly Internet-related companies, have been highly volatile.

The market price for eContent's common stock is likely to be highly
volatile and subject to wide fluctuations in response to the following factors:

- actual or anticipated variations in our quarterly operating
results;

<PAGE>

- announcements of technological innovations or new products or
services by us or our competitors;

- changes in financial estimated by securities analysts;

- conditions or trends in e-commerce;

- changes in the economic performance or market valuations of
other media, Internet, e-commerce or retail companies;

- announcements by us or our competitors of significant
acquisitions, strategic partnership, joint ventures or capital
commitments;

- additions or departures of key personnel;

- release of lock-up or other transfer restrictions on our
outstanding shares of common stock or sales of additional
shares of common stock; and

- potential litigation.

In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted against such a company. The institution of such litigation against us
could result in substantial costs to us and a diversion of our management's
attention and resources.

<PAGE>

Item 7. FINANCIAL STATEMENTS.

(a)(1) The following documents are filed as part of this
report:

a. CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT,
ECONTENT, INC (FORMERLY MEDIA VISION PRODUCTIONS, INC.)

Pages
-----

<S> <C>
Report of Independent Auditors' F-1

Consolidated Balance Sheet of eContent, Inc (formerly
Media Vision Productions, Inc.) as of September 30, 1999 F-2

Consolidated Statements of Operations of eContent, Inc (formerly
Media Vision Productions, Inc.) for the years ended
September 30, 1999 and September 30, 1998 and for the
period from inception (April 1, 1998) throught September 30, 1999 F-3

Consolidated Statements of Changes in Stockholders'
Equity of eContent, Inc (formerly Media Vision
Productions, Inc.) for the period from October 1, 1997
to September 30, 1999 F-5-F-7

Consolidated Statements of Cash Flows of eContent, Inc (formerly
Media Vision Productions, Inc.) for the years ended
September 30, 1999 and September 30, 1998 and for the period
from inception (April 1, 1998) through September 30, 1999 F-8

Notes to Consolidated Financial Statements F-9-F-20

</TABLE>

b. Interim Financial Statements.

Not Applicable

c. Financial Statements of Businesses Acquired and to be Acquired

Not Applicable

<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
of eContent, Inc. (Formerly Media Vision Productions, Inc.)

We have audited the accompanying consolidated balance sheet of eContent, Inc.
(formerly Media Vision Productions, Inc.) and subsidiaries as of
September 30, 1999 and the related consolidated statements of operations and
cash flows for the year then ended and from April 1, 1998 (Date of Inception)
through September 30, 1998 and the consolidated statement of stockholders'
equity from October 1, 1997 through September 30, 1999 in the accompanying
index to the financial statements (Item 7.). These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of eContent, Inc.
(formerly Media Vision, Inc) as of September 30, 1999, and the results
of operations and its cash flows for the year then ended and from April 1, 1998
(Date of Inception) through September 30, 1998 in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, conditions
exist which raise substantial doubt about the Company's ability to continue
as a going concern unless it is able to generate sufficient cash flows to
meet its present and future obligations and sustain its operations.
Management's plan in regard to these matters are also described in Note 1.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

SCHUHALTER, COUGHLIN & SUOZZO, LLC

Raritan, New Jersey

January 13, 2000

F-1
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1999

<TABLE>

<S> <C>
Assets

Current Assets
Cash $ 550
---------

Total Current Assets 550
---------

Advance on production rights 375,000
---------

Property and equipment, net of $3,333
accumulated depreciation 18,851
---------

Other Assets
Organization costs, net of accumulated
amortization of $13,572 76,909
Deposits 4,200
---------

Total Other Assets 81,109
---------

Total Assets 475,510
=========
Liabilities and Stockholders' Equity

Liabilities
Accounts payable and accrued expenses 79,365
Accrued settlement 182,600
Due to officers' 38,954
Due to stockholder 15,000
---------

Total Liabilities 315,919

Commitments and Contingencies (Note 6)

Stockholders' Equity

Common stock, par value $.08 per share; authorized
50,000,000 shares, issued and outstanding 10,162,709 813,017
Convertible preferred stock, authorized 1,000,000 shares,
par value $10.00; no shares issued and outstanding -
Additional paid in capital 3,613,167
Deficit accumulated during development stage (4,083,993)
Treasury stock, 200,000 shares at settlement value (182,600)
---------

Total Stockholders' Equity 159,591
---------

Total Liabilities and Stockholders' Deficit $ 475,510
=========

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-2
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS

From From
April 1, April 1,
1998 For the 1998
(Date of Year (Date of
Inception) Ended Inception)
to September 30 September 30, to September 30,
1998 1999 1999
------------- ------------- ------------
<S> <C> <C> <C>

TOTAL REVENUES $ - $ - $ -
------------ ---------- -----------
COSTS AND EXPENSES:
Research and development 43,887 43,887
Syndication and Production
costs - 83,500 83,500
General and administrative 141,759 726,219 867,978
Depreciation and amortization - 16,905 16,905
Stock based compensation - 3,043,667 3,043,667
------------ ---------- -----------
TOTAL COSTS AND EXPENSES 141,759 3,914,178 4,055,937

NET LOSS FROM OPERATIONS 141,759 3,914,178 4,055,937

OTHER INCOME (EXPENSE):

Settlement expense - (10,556) (10,556)
Interest expense - (17,500) (17,500)
------------ ---------- -----------
TOTAL OTHER EXPENSE - (28,056) (28,056)
------------ ---------- -----------
NET LOSS $ (141,759) $(3,942,234) $(4,083,993)
------------ ---------- -----------
------------ ---------- -----------

LOSS PER COMMON SHARE, BASIC
AND DILUTED $ (.032) $ (1.43)
------------ ----------
------------ ----------
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING, BASIC AND
DILUTED 4,423,171 5,653,619
------------ ----------
------------ ----------

</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

F-3
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 1999

Common Stock Preferred Stock
Shares Amount Shares Amount
------ ------ ------ ------
<S> <C> <C> <C> <C>
Balance, October 1, 1997
as previously reported 9,106,365 $ 291,404 75,000 $ 750,000

Cancellation of preferred
shares for conversion to
common stock on one to
one basis in reorganization 75,000 2,400 (75,000) (750,000)

Reverse split of one new (9,181,365) (293,804) - -
share of common stock for
each 25 prior shares of
common stock and change of
par vale to $.80 367,355 293,804 - -

Retained deficit prior to
reorganization charged to
additional paid in capital - - - -

Net income reported by
predecessor for the year
ended September 30, 1998 - - - -

Issuance of common stock for
the cancellation of
indebtedness pursuant to
plan of reorganization 30,970 24,632 - -
--------- --------- ------- -------
Subtotal 398,045 318,436 - -

Change of par value from $.80
to $.08 - (286,592) - -

Retroactive effect of
recapitalization on
January 4, 1999 including
the elimination of
prior retained deficit 4,000,000 320,000 - -
--------- --------- ------- -------

Balance as restated for
recapitalization
effective April 1, 1998 4,398,045 $ 351,844 $ - $ -
--------- --------- ------- -------
--------- --------- ------- -------

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 1999

Additional Total
Treasury Paid In Stockholders'
Stock Capital (Deficit) Equity
-------- --------- --------- -------------

<S> <C> <C> <C> <C>
- $3,166,718 $5,313,638 $(1,102,284)

- 747,600 - -

- - - -

- (4,211,354) (4,211,354) -

- - 1,016,185 1,016,185

- (21,400) - -
-------- --------- --------- ---------

- (318,436) (86,099) (86,099)

- 286,592 - -

- (320,000) 86,099 86,099
-------- --------- --------- ---------

$ - $(351,844) $ - $ -
-------- --------- --------- ---------
-------- --------- --------- ---------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE>

Common Stock Preferred Stock
Shares Amount Shares Amount
------ ------ ------ ------
<S> <C> <C> <C> <C>
Balance as restated for
recapitalization
effective April 1, 1998 4,398,045 351,844 - -

Issuance of common stock, in
private placement, net of
offering costs of $14,011 255,000 20,400 - -

Correction of predecessor
shares canceled in reverse
split and cancellation of
indebtedness (2,836) (227) - -

Net loss for the period from
April 1, 1998 (date of
inception) to September 30,
1998 - - - -
--------- --------- -------- ---------

Balance, September 30, 1998,
as restated 4,650,209 372,017 - -

Issuance of common stock
in connection with the
extension of note payable 500,000 40,000 - -

Issuance of common stock in
private placements, net of
offering costs of $62,472 912,500 73,000 - -

Issuance of common stock in
consideration for cancellation
of note payable plus accrued
interest 500,000 40,000 - -

Issuance of 200,000 shares of
common stock to treasury at
settlement value 200,000 16,000 - -

Issuance of common stock to
employees for services 3,400,000 272,000 - -

Issuance of stock options to
employees - - - -

Net loss for the year ended
September 30, 1999 - - - -
---------- ------- ------- ---------

Balance at September 30, 1999 10,162,709 $ 813,017 - $ -
---------- ------- ------- ---------
---------- ------- ------- ---------

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE>

Additional Total
Treasury Paid In Stockholders'
Stock Capital (Deficit) Equity
----- ------- --------- ------

<S> <C> <C> <C> <C>
- (351,844) - -

- 220,589 - 240,989

- 227 - -

- - (141,759) (141,759)
------- --------- --------- ---------

- (131,028) (141,759) 99,230

- (15,000) - 25,000

- 776,028 - 849,028

- 227,500 - 267,500

(182,600) (16,000) - (182,600)

- 2,754,000 - 3,026,000

- 17,667 - 17,667

- - (3,942,234) (3,942,234)
------- --------- --------- ---------

$(182,600) $3,613,167 $(4,083,993) $ 159,591
------- --------- --------- ---------
------- --------- --------- ---------

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-7
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

From From
April 1, 1998 April 1, 1998
(Date of For the (Date of
inception) to Year Ended Inception) to
September 30, September 30, September 30,
1998 1999 1999
------------ ------------- ----------------
<S> <C> <C> <C>
Cash flows from operating
activities:
Net Loss (141,759) (3,942,234) (4,083,993)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation and amortization -- 16,905 16,905
Interest expense -- 17,500 17,500
Loan Fees -- 25,000 25,000
Stock based compensation -- 3,043,667 3,043,667
Changes in assets and liabilities:
Accounts payable and accrued expenses 5,287 74,078 79,365
Deposits -- (4,200) (4,200)
------------ ------------- ----------------
Net cash used in operating
activities (136,472) (769,284) 905,756
------------ ------------- ----------------

Cash flows from investing activities:
Investment in organizational costs -- (90,481) (90,481)
Investment in property and equipment -- (22,184) (22,184)
Advance on production rights -- (375,000) (375,000)
------------ ------------- ----------------
Net cash used in investing
activities -- (487,665) (487,665)
------------ ------------- ----------------

Cash flows from financing activities:
Net proceeds from issuance of common 255,000 835,017 1,090,017
stock
Proceeds from loans 48,713 250,000 298,713
Advances from officers' -- 38,954 38,954
Advance from stockholder -- 15,000 15,000
Repayment of loans -- (48,713) (48,713)
------------ ------------- ----------------
Net cash provided by financing
activities 303,713 1,090,258 1,393,971

Net increase (decrease)in cash and cash
equivalents -- (166,691) 550
Cash and cash equivalents, Beginning
of Period -- 167,241 --
------------ ------------- ----------------
Cash and cash equivalents, End of
Period $ 167,241 $ 550 $ 550
============ ============= ================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-8
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - LOSSES DURING THE DEVELOPMENT STAGE

The Company has recorded losses since inception, on April 1, 1998,
totalling $4,083,993. The Company has a working capital deficit of
$315,369 and has not recorded operating revenues to date.

Management plans to raise additional capital, primarily through the
issuance of common stock, until successful operations are obtained
and the Company is no longer in the development stage.

In view of these matters, realization of a major portion of the
assets in the accompanying balance sheet is dependent upon the
Company's ability to meet its financing requirements, and the success
of its future operations. Management believes that actions presently
being taken to underwrite the Company's development stage through
completion will provide the necessary financial requirements which in
turn will provide the opportunity for the Company to continue as a
going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND NATURE OF BUSINESS

eContent, Inc. (formerly Media Vision Productions, Inc.) (the
"Company") was originally incorporated under the laws
of the State of Delaware on December 3, 1986 as Flair Communications,
Inc. After the completion of its public offering in
August of 1987 as Flair Communications, the Company went through
management and operational changes and on October 1, 1993 underwent
a quasi-reorganization. On September 26, 1994, the Company acquired
all of the issued and outstanding shares of Tier Environmental
Services, Inc. ("Tier of Florida"), a Florida corporation. On
September 29, 1994 the Company changed its name to Tier
Environmental Services, Inc.

On September 27, 1995, the Company entered into a merger and
acquisition plan to acquire all the shares and assets of Plant
Technical Services, Inc. ("PTS"), an engineering and technical
services firm consulting to the power industry, located in Texas.

In February 1996, the Company changed its name to Gulfstar
Industries, Inc.

On January 4, 1999 the Company acquired all of the issued and
outstanding shares of Media Visions Properties, Inc. and changed its
name to Media Vision Productions, Inc.

On October 1, 1999 the Company changed its name to eContent, Inc.

The primary business of eContent is to design, develop and market
television programming, internet content and to exploit related
merchandising opportunities. The present activities of the Company
are focused on the closing of the scheduled acquisition of Media
Productions International, Inc. and to commence operations.

F-9

<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REORGANIZATION AND SUBSEQUENT RECAPITALIZATION

In July 1997, the Company filed a petition under Chapter 11 of the
Bankruptcy laws. The Company's petition was confirmed by
the Bankruptcy Court on September 2, 1998 and became effective on
January 4, 1999. The Plan of Reorganization and confirmation of the
same included the acceptance of the agreement and merger plan between
eContent Inc. (formerly Media Visions Productions, Inc.) (the
Company) and Media Vision Properties, Inc., whereby holders of
existing voting shares immediately before the confirmation retain
less than 50% of the voting shares of the surviving entity and the
post petition liabilities allowed and claims exceed the carrying
value of assets. On January 4, 1999, pursuant to the plan of
reorganization and plan of merger the company changed its name to
Media Vision Productions, Inc. On October 1, 1999, the Company changed
its name to eContent, Inc.

For accounting purposes the acquisition has been treated as an
acquisition of eContent, Inc. (formerly Media Vision Productions,
Inc.) by Media Vision Properties, Inc. and therefore a
recapitalization of Media Vision Properties, Inc. The historical
financial statements prior to January 4, 1999 are those of Media
Vision Properties, which was incorporated on June 17, 1997 but did
not issue stock, have assets, or commence operations until April 1,
1998. Additionally, proforma information is not presented since the
transaction is treated as a recapitalization.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated balance sheet as of September 30, 1999
includes the accounts of the Company and its wholly owned
subsidiary, Media Vision Properties Inc., which commenced operations
on April 1, 1998.

All significant intercompany accounts and transactions have been
eliminated.

RESTATEMENT AND RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION

Due to the recapitalization, historical stockholders' equity of the
acquirer (Media Vision Properties, Inc.) prior to the merger is
retroactively restated for the equivalent number of shares received
in the merger after giving effect to any difference in par value of
the issuer's and acquirer's stock with an offset to paid-in capital.
Retained deficit of the acquirer has been carried forward after the
acquisition.

Certain reclassifications have been made to the 1998 financial
statements to conform with the 1999 financial statement presentation.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, cash equivalents include
time deposits, certificates of deposit, and all highly liquid debt
instruments with original maturities of three months or less.

FIXED ASSETS

Fixed assets were stated at cost less accumulated depreciation.
Maintenance, repairs and minor replacements are charged to operations
as incurred; major replacements and betterments are capitalized.
Depreciation of fixed assets is provided on the straight-line method
over estimated useful lives of 5 to 7 years. The cost of assets sold or
retired and related accumulated depreciation are removed from the
accounts at the time of disposition, and any resulting gain or loss is
reflected in income for the period.

F-10
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

LONG-LIVED ASSETS

The Company accounts for long-lived assets under the provisions of
SFAS No. 121, "Accounting for the Impairment of Long-lived Assets
and for Long-lived Assets to Be Disposed of," which states that
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable and long-lived
assets and certain identifiable intangibles are to be disposed of,
they should be reported at the lower of carrying amount or fair
value less cost to sell. The Company does not believe that any such
changes in circumstances have occurred.

FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company to
estimate fair values of financial instruments as discussed herein:

CASH AND CASH EQUIVALENTS: The carrying amount approximates fair value
because of the short period to maturity.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES: The carrying value of the
accounts payable and accrued expenses approximate their fair value.

INCOME TAXES

The Company accounts for income taxes using the asset and liability
method. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and
operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using currently enacted tax rates. The
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in results of operations in the period that
includes the enactment date. Because of the uncertainty regarding
the Company's future profitability, the future tax benefits of its
losses have been fully reserved for. Therefore, no benefit for the
net operating loss has been recorded in the accompanying
consolidated financial statements.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statement and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from these estimates.

F-11
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

LOSS PER COMMON SHARE, BASIC AND DILUTED

The Company accounts for net loss per common share in accordance with
the provisions of Statements of Financial Accounting Standards
("SFAS") No. 128, "Earnings per Share"("EPS"). SFAS No. 128 reflects
the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then
shared in the earnings of the entity. Common equivalent shares have
been excluded from the computation of diluted EPS since their effect
is antidilutive. The 1998 earnings per share were restated to
reflect the 1 for 25 split pursuant to the plan of re-organization,
and the 4,000,000 shares issued in the merger accounted for as a
reorganization were treated as outstanding effective from the date
of inception.

SUPPLEMENTAL INFORMATION - STATEMENT OF CASH FLOWS

For the Years Ended
September, 1998
1998 1999
------ ------
<S> <C> <C>
Interest Paid $ 0 $ 0
------ -----
------ -----

Income Taxes Paid $ 0 $ 0
------ -----
------ -----

</TABLE>

SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

For the Years Ended
September 30,
1998 1999
---------- ----------
<S> <C> <C>
Issuance of 500,000 shares of common shares
for loan fees $ 0 $ 25,000
---- ---------
---- ---------
Cancellation of $250,000 loan principal and
accrued interest of $17,500 for issuance of
500,000 shares of common stock $ 0 $267,500
---- ---------
---- ---------
</TABLE>

F-12
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATIONAL COSTS

Costs incurred by the Company and liabilities assumed in the
acquisition of eContent, Inc. accounted for as a recapitalization of
Media Vision Properties, Inc. have been capitalized at historical
cost. Amortization is computed using the straight line method over
the estimated life of 60 months.

Amortization expense was $0 and $13,572 for the period from April 1,
1998 through September 30, 1999 and the year ended September 30,
1999, respectively.

STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation in accordance with
SFAS No. 123, "Accounting for Stock-Based Compensation," which
permits entities to recognize as expense over the vesting period,
the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 also allows entities to continue to
apply the provisions of Accounting Principles Board ("APB") Opinion
No. 25 and provide pro forma net income and pro forma earnings per
share disclosures for employee stock option grants as if the fair
value-based method, as defined, had been applied. The Company has
elected to continue to apply the provisions of APB Opinion No. 25
and provide the pro forma disclosure required by SFAS No. 123.
Compensation expense is generally recorded on the date of grant only
if the current market price of the underlying stock exceeded the
exercise price.

The Company accounts for nonemployee stock-based awards in which
goods or services are the consideration received for the equity
instruments issued based on the fair value of the consideration
received or the fair value of the equity instrument issued,
whichever is more readily determinable.

ADVANCE PRODUCTION RIGHTS

Advance Production Rights are carried at the lower of unamortized
cost or net realizable value.

F-13
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - STOCKHOLDERS' EQUITY

COMMON STOCK

The Company has authorized 50,000,000 shares of common stock with a
par value of $.08.

As of October 1, 1997 the Company's predecessor had 9,181,365 shares
of common stock outstanding, after the exchange of 75,000 preferred
shares to common shares pursuant to the Plan of Reorganization.

The Company recorded a reverse split in bankruptcy of one new share
of common stock for each 25 prior shares.

Also pursuant to the plan of reorganization the Company issued 30,970
shares to creditors.

On January 4, 1999, and effective to April 1, 1998 due to the
recapitalization, the Company issued 4,000,000 shares of its common
stock in connection with the reverse acquisition of Media Vision
Productions Inc.

Through September 30, 1998, the Company issued 255,000 shares of its
common stock for $1.00 per share in private placements, which net of
offering costs of $14,011, generated net proceeds to the Company of
$240,989.

In February 1999 the Company issued 500,000 shares in connection
with a loan and recorded loan fees of $25,000.

Through March 1999, the Company issued 742,500 shares of its
common stock for $1.00 per share in private placements, which net of
offering costs of $62,472, generated net proceeds to the Company of
$680,028.

In May and June 1999, the Company issued 170,000 shares of its
Common Stock for $1.00 in private transactions, generating net
proceeds to the Company of $170,000.

In October 1999 the Company agreed to issue 500,000 shares of stock
in consideration for cancellation of the loan and accrued interest,
discussed in note 8, totalling $267,500. These shares are treated as
outstanding as of September 30, 1999 pursuant to SFAS 128.

On September 24, 1999 the Company granted 3,400,000 shares to
officers and directors in connection with their employment
agreements.

F-14
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RESERVED SHARES AND TREASURY STOCK

In connection with the plan of reorganization, the company objected to
the claim of the prior shareholder of the predecessor subsidiary, and
as discussed in Note 6, the disallowed claim would have to be
overturned, which the company has been advised by counsel is unlikely.
Had the claim been allowed, this shareholder could be awarded up to
58,833 of "new" shares pursuant to the plan of reorganization.
On November 3, 1999, the Company placed 200,000 shares in escrow in
connection with an offer to settle the dispute with the prior
shareholder of the predecessor corporation. These shares were valued
at the settlement value of $182,600 and recorded as treasury stock.
These shares are treated as outstanding as of September 30, 1999
pursuant to SFAS 128 and a like amount was recorded as accrue
settlement in current liabilities.

STOCK OPTIONS

In connection with the employment agreements discussed in note 6,
the Company issued stock options to the officers which vest over the
three years covered in the agreement and generally expire in five
years.

A summary of the stock option activity for the year ended September
1999, all of which were nonqualified stock options, is set forth
below:

<TABLE>
<CAPTION>
Weighted
Number of Average
Options Exercise Price
------------- --------------
<S> <C> <C>
Granted 400,000 $ .625
Exercised
Canceled -- --
------------- --------------
Outstanding at June 30, 1999 400,000 $ .625
============= ==============
Exercisable at September 30, 1999 66,667 $ .625
============= ==============
</TABLE>

The weighted average fair value of options granted in 1999 was
estimated as of the date of grant using the Black-Scholes stock
option pricing model, based on the following weighted average
assumptions: annual expected return of 0%, annual volatility of 90%,
risk-free interest rate ranging from 4.85 to 6.18 and expected
option life of 3 years.

The per share weighted-average fair value of stock options granted
during 1999 was $2.18. The per share weighted average remaining life
of the options outstanding at September 30, 1999 is 2.5 years.

F-15
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has elected to continue to account for stock-based
compensation under APB Opinion No. 25, under which no compensation
expense has been recognized for stock options granted to employees
at fair market value. Had compensation expense for stock options
granted under the Plan been determined based on fair value at the
grant dates, the Company's net loss for 1999 would have been
increased to the pro forma amounts shown below.

<TABLE>
<CAPTION>
September 30,
1999
---------------
<S> <C>
Net loss:
As reported $ 3,942,234
Pro forma $ 4,069,899
</TABLE>

For the year ended September 30, 1999, the Company recorded noncash
charges totaling $17,666, in connection with the grant of 400,000
options to employees. Such charges are the result of the differences
between the quoted market value of the Company's common stock on the
date of grant and the exercise price for options issued to employees.

WARRANTS

In connection with the Plan of Reorganization effective January 4,
1999, approximately 367,355 shares issued entitled each holder to a
warrant to purchase stock, effective from July 4, 1999 through July
4, 2000. The exercise price is equal to 75% of the trading price on
the date exercised.

PREFERRED STOCK

The certificate of incorporation of the Company authorizes its board of
directors to issue for value 1,000,000 shares of preferred stock, $10
par value. Preferred stock may be issued in series with such
designations, relative rights, preferences and limitations as may be
fixed from time to time by the board of directors of the Company. In
connection with the predecessor's acquisition of PTS, the Company
issued 75,000 shares were converted into common stock on a one to
one basis pursuant to the plan of reorganization. As of September 30,
1999 the Company had no preferred stock outstanding.

F-16
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - TRANSACTIONS WITH RELATED PARTIES

During the fiscal year ended September 30, 1999 two officers of the
Company advanced $38,954 of working capital to the Company with no
specific repayment terms and no interest. These advances are
expected to be repaid from the proceeds of pending private
placements.

In September 1999, a shareholder advanced the company $15,000 with
interest at 7% per annum and principal due on demand. No interest
expense was recorded for the fiscal year ended September 30, 1999
and to date no demand has been made for repayment.

NOTE 5 - LEASES

The Company had leased certain of its office facilities and office
equipment under operating leases. As a result of the plan of
reorganization, no obligations for leases remained as of September 30,
1998. On January 5, 1999 the Company entered into an operating lease
for the present office premises for a period of three years
commencing on February 1, 1999 through January 31, 2002. The lease
calls for basic rent and certain occupancy costs and the remaining
minimum payments under the lease at September 30, 1999 are as
follows:

Through fiscal year ending:

September 30, 2000 $ 43,680
September 30, 2001 46,301
September 30, 2002 15,701
--------
Total $105,682
--------
--------

F-17
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - COMMITMENTS AND CONTINGENCIES

The Company's predecessor's subsidiaries were involved in various
litigation in connection with their prior operations which were
eliminated by the reorganization under bankruptcy.

In connection with the predecessor's acquisition and operation of
its former operating subsidiary PTS, the Company had terminated and
commenced an action against the former president of the PTS
subsidiary. In turn, the former president had commenced an action
for wrongful termination against the Company. These actions were
dismissed in the bankruptcy proceedings and the former president has
appealed this decision. The Company has placed 200,000 shares in
escrow and recorded the shares as treasury stock pending the
acceptance or lack thereof of the offer. The offer value was based
upon 58,833 shares reserved at the time of the plan of reorganization
at $.105 and 141,167 shares valued at $1.25, the market price on the
date the shares were put in escrow. The Company will record a charge
to additional paid in capital if the offer is accepted.

On September 24, 1999 the Company entered into employment agreements
with its president and two executive officers. The general terms of
the agreements provide for the three officers to receive annual
salaries totalling $515,000 for fiscal 2000, $566,500 for fiscal
2001 and $623,150 for fiscal 2002. Additionally, the agreements
provide for stock options and grants of shares enumerated in note 4.

On July 31, 1999, the Company entered into an agreement to acquire
up 100% of the issued and outstanding shares of ICLAB, Inc., a
privately held New Jersey corporation, subject to due diligence, for
1,000,000 shares of the Company's stock and a working capital
infusion of $500,000. The parties have extended this agreement to
January 31, 2000.

F-18
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - INCOME TAXES

No provision has been made for corporate income taxes due to
cumulative losses incurred. The Company has available unrealized tax
benefits of approximately $2,081,140 in the form of net operating
loss ("NOL") carryforwards of approximately $6,121,000 for federal
income tax purposes to reduce future taxable income. If not
utilized, the federal NOL's expire at various dates through 2014.
Certain changes in stock ownership can result in a limitation in the
amount of net operating loss and tax credit carryovers that can be
utilized each year, including the merger and plan of acquisition
dated January 4, 1999.

The Company has recognized these tax benefits as a deferred tax
asset subject to a 100% valuation allowance since it is uncertain
whether or not these tax benefits will be realized.

NOTE 8 - PROPERTY AND EQUIPMENT

<TABLE>
<S> <C>
Property and equipment, at cost, at September 30, 1999 is as follows:

Office equipment $ 22,184
--------

Less- Accumulated depreciation (3,333)
--------
$ 18,851
========
</TABLE>

Depreciation expense for the period from April 1, 1998 (date of
inception) through September 30, 1998 and the year ended September
30, 1999 was $0 and $3,333, respectively.

NOTE 9 - NOTES PAYABLE

The Company borrowed $250,000 with notes bearing interest at 1% per
month, or 12% per annum, in February, 1999. In connection with these
notes, the Company issued 500,000 shares of its common stock to the
makers, valued at $25,000, when the Company's shares were not
trading.

Subsequent to September 30, 1999 the Company and the makers agreed
to convert these notes, together with accrued interest of $17,500,
totaling $267,500, to 500,000 shares of common stock. The shares
have been reflected as outstanding as of September 30, 1999 pursuant
to SFAS 128.

F-19
<PAGE>

eCONTENT, INC.
(FORMERLY MEDIA VISION PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - SUBSEQUENT EVENTS

On October 5, 1999, the Company entered into a licensing agreement
with an individual and Spartan Sporting Goods and Fashions, Inc.
("Spartan") a privately held New York Corporation for the exclusive
master license of certain logos, trademarks and copyrights. The
agreement provides that the Company pay 30% of all royalty income
received from the producers under this agreement to the Licensor, or
"Spartan". Additionally, the agreement provides for minimum annual
non-refundable license fees for up to nine years as follows:

<TABLE>
<S> <C>
Calendar Year Amount
------------- ------
2000 $25,000
2001 $25,000
2002 $25,000
2003 $30,000
2004 $36,000
2005 $43,200
2006 $51,850
2007 $62,200
2008 $74,650
</TABLE>

On December 12, 1999 the Company agreed to acquire up to 100% of the
issued and outstanding shares of Media Productions International,
Inc., ("MPI") a privately held New York Corporation which primarily
operates as a television production company. The terms provide the
Company will pay $1,150,000 by January 31, 2000, $2,800,000 by
June 1, 2000 and the issuance of 1,135,000 shares of the Company's
Common Stock. Additionally, the Company is to provide up to $550,000
working capital and agreed to enter into an employment agreement
with MPI's president.

On January 13, 2000 the Company agreed to assign certain licenses
and sublicenses, to Littlefield, Adams & Company in addition to
assist them in certain marketing efforts. The Company also agreed
to, on a best efforts basis, assist Littlefield, Adams & Company
"FUNW", a publicly traded company, in the raising of equity capital.
In consideration for the above the Company will receive 42% of the
fully diluted outstanding shares of "FUNW".

F-20
<PAGE>

Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

NONE.

PART III

Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.

Our present executive officers and directors are:

NAME AGE POSITION HELD
- ---- --- -------------
<S> <C> <C>
John P. Sgarlat 49 Chairman of the Board of
Directors and Chief Executive
Officer

William H. Campbell 54 Executive Vice President, CFO, - Corporate
Secretary and Director

Gary A. Goodell 49 Executive Vice President, COO, -
Marketing and Director

John B.A. Haggin, Jr. 43 Executive Vice President -
Development and Director

</TABLE>

John P. Sgarlat has served as our Chairman of the Board of Directors
and Executive Officer since January 4, 1999. Mr. Sgarlat has extensive
experience in the Investment Banking, Direct Response Marketing and Media
Industries. Mr. Sgarlat graduated from Villanova University, Magna Cum Laude,
with a Bachelor of Arts degree in Philosophy. He also completed a three-year
program in the Securities Industry Association Division of the University of
Pennsylvania - Wharton School of Finance.

William H. Campbell has served as our Executive Vice President -
Corporate Affairs since January 4, 1999. He has 15 years experience in
investor and corporate relations. Through the years Mr. Campbell established
contacts with the financial press, radio, television and print which included
television interviews with CNN, FNN and many local stations. He has also been
interviewed and quoted in many major business and financial publications.

Gary Goodell has served as our Executive Vice President - Marketing
since January 4, 1999. Mr. Goodell has 25 years experience in radio, TV and
recording industry. Prior to joining the Company, since 1994 he was
contracted with a major market television station to produce and syndicate
programming to over 300 stations. He has owned and operated radio stations.
In the record industry he has marketed and promoted top acts for CBS, Warner
Brothers, EMI, RCA and Capital. Goodell's established contacts are invaluable
within the entertainment industry.

John B.A. Haggin, Jr. has served as our Executive Vice President -
Development since January 4, 1999.

<PAGE>

Item 10. EXECUTIVE COMPENSATION.

Securities
and property
Salaries, insurance
fees, benefits or
director's repayment
Name of individual fees, of
or number of Capacities in commission personal
persons in group which served and bonuses benefits
- ---------------- ------------ ----------- ---------------
<S> <C> <C> <C>

John P. Sgarlat(1) Chairman, CEO $ 75,000 3,000,000 shares

William H. Campbell(1) Exec. VP 55,000 200,000 shares

Gary A. Goodell(1) Exec. VP 69,000 200,000 shares

John Haggin(1) Exec. VP 24,693 -
--------- ----------
$223,693 3,400,000 shares
--------- ----------
--------- ----------
(1) Denotes Director.
</TABLE>

On September 24, 1999 the Company entered into employment agreements
with Messrs. Sgarlet, Campbell and Goodell. The general terms of the
agreements provide for the officers to receive annual salaries of
$240,000, $150,000 and $125,000, respectively and annual increases of 10% in
future years. After the initial three year term, the agreements provide for
one year annual renewals at a 10% increase. The agreements also provide for
options to purchase an aggregate of 133,333 shares per year for the first 3
years at $.625.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

MANAGEMENT

The following table sets forth the number of Common Shares of the
Company owned by record, or to the knowledge of the Company, beneficially, by
each Officer or Director of the Company and by each person owning five percent
or more of the Company's outstanding shares, as of September 30, 1999.

Amount and Nature of Percentage of
Name and Address Beneficial Ownership Class Owned
- ---------------- -------------------- -----------
<S> <C> <C>

John Sgarlat 3,000,000 29.5

William Campbell 1,000,000 9.8

Gary Goodell 620,000 6.1

John B. Haggin 300,000 3.0

</TABLE>

All officers and directors as a group own 4,920,000 or 48.4% of the
outstanding shares of the Company.

<PAGE>

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the fiscal year ended September 30, 1999 two officers of the
Company advanced $38,954 of working capital to the Company with no specific
repayment terms and no interest. These advances are expected to be repaid
from the proceeds of pending private placements.

In September 1999, a shareholder advanced the company $15,000 with
interest at 7% per annum and principal due on demand. No interest expense was
recorded for the fiscal year ended September 30, 1999 and to date no demand
has been made for repayment.

In connection with the predecessor's acquisition and operation of
its former operating subsidiary PTS, the Company had terminated and commenced
an action against the former president of the PTS subsidiary. In turn, the
former president had commenced an action for wrongful termination against the
Company. These actions were dismissed in the bankruptcy proceedings and the
former president has appealed this decision. The Company has placed 200,000
shares in escrow and recorded the shares as treasury stock pending the
acceptance or lack thereof of the offer. The offer value was based upon
58,833 shares reserved at the time of the plan of reorganization at $.105 and
141,167 shares valued at $1.25, the market price on the date the shares were
put in escrow. The Company will record a charge to additional paid in capital
if the offer is accepted.

Gary Goodell was issued no additional consideration for his
assignment of the rights to an agreement with Independence Public Media to
the Company.

<PAGE>

PART IV

Item 13. EXHIBITS.

(a)(1) The following is a list of exhibits filed as part of this
Annual Report on Form 10-KSB. Where so indicated by footnote, exhibits
which were previously filed are incorporated by reference.

Exhibit Number
Reference Description
- --------- -----------
<S> <C>
(2a) 2nd Amended Plan of Reorganization

(2b) Agreement and Plan of Merger between Media Vision Production, Inc
and Media Vision Properties, Inc.

(3a)* Articles of Incorporation, as amended

(3b)* By-laws, as amended

(4)* Specimen of Common Stock certificate

(a)

(10)* Employment Agreement with:
(10.1)**

(a) John P. Sgarlat

(b) William Campbell

10.2 (a) Assignment of Rocky Mountain Music Marketing Contract

10.3 (b) Contract with Independence Public Media***

10.4 (c) Licensing Agreement Spartan Sporting Goods.

</TABLE>

* The above items were previously filed and are hereby incorporated by
reference.

** Enclosed Herewith

*** Confidential Treatment requested for portions of this exhibit.

<PAGE>

SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant, caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

eContent, Inc.
(formerly Media Vision Productions, Inc.),
(formerly Gulfstar Industries, Inc.)
-----------------------------------------

Dated: January 26, 2000
By: /s/ John P. Sgarlat
-------------------------------------
John P. Sgarlat, Chairman, CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

By: /s/ John P. Sgarlat January 26, 2000
-------------------------------
John P. Sgarlat, Chairman, CEO

By: /s/ William H. Campbell January 26, 2000
-------------------------------
William H. Campbell, CFO

By: /s/ Gary A. Goodell January 26, 2000
-------------------------------
Gary A. Goodell, COO

<PAGE>
Exhibit 2A

UNITED STATED BANKRUPTCY COURT

FOR THE MIDDLE DISTRICT OF FLORIDA

TAMPA DIVISON
IN RE:

GULFSTAR INDUSTRIES, INC., CASE NO.: 97-12044-8BI

Debtor (s).

- ----------------------------/

SECOND AMENDED PLAN OF REORGANIZATION

The Debtor, GULFSTAR INDUSTRIES, INC., (hereinafter referred to as the
"Debtor") by and through its undersigned attorneys files this Second Amended
Plan of Reorganization (hereinafter referred to as the "Plan") and states as
follows: CLASSIFICATION OF CLAIMS AND INTERESTS AND TREATMENT OF CLAIMS

The claims and interest of the Debtor are hereby classified in the
following classes and shall receive the following treatment:

1. CLASS I ADMINISTRATIVE CLAIMS AND EXPENSES: The creditors in Class I
are those for ordinary expenses incurred during the Chapter 11 proceeding and
administrative expenses and costs allowed by the Court. Estimated administrative
expenses are Thirty Thousand Dollars ($30,000.00) in attorney and accounting
fees and shall be paid on or before confirmation or upon entry of an Order, if
Court approval is required. The cost of the Clerk of Court for notices and the
U.S. Trustee's fees will be paid on or before the confirmation hearing.

2. CLASS II: Class II shall consist of the allowed unsecured priority
claims as defined in 11 U.S.C. Section 507. Allowed claims in this class shall
be paid in full within six (6) years from the date of assessment shown on the
proof of claim plus

1
<PAGE>

interest at the rate set forth in the Internal Revenue Code, Section 6601 and
6621 which is presently nine percent (9%) per annum.

3. CLASS III: Class III shall consist of all allowed unsecured claims
not entitled to priority. Holders of claims in this class will receive one (1)
share of new common stock in the reorganized company to be issued on the
effective date defined as thirty (30) days from the completion of the
acquisition or merger as contemplated by the Plan of Reorganization for every
$30.00 in amount of that holder's allowed claim. In the event that this
calculation produces a fractional number of shares, these shares will be sold
and the net proceeds distributed to holders in this class who would have been
entitled to receive such fractional shares.

4. CLASS IV: Class IV shall consist of all allowed equity interests as
of the filing date. As of September 30, 1996, from the last independent
auditor's report compiled for the Board of Directors and stockholders of
Gulfstar Industries, Inc. by Schuhalter, Coughlin, and Suozzo, LLC, there were
9,509,123 shares of common stock outstanding in the Debtor and subsidiaries and
75,000 shares of convertible preferred stock.

Existing common and preferred stock in the Debtor shall be surrendered
to Debtor's transfer agent and canceled. The holder of interest in this class
will receive one (1) share of new common stock in the reorganized company for
every twenty five (25) shares of existing common stock or preferred stock
surrendered to the transfer agent.

In the event that this calculation produces a fractional number of
shares, those

2
<PAGE>

shares will be sold and the net proceeds paid to holders under this class who
would have been entitled to receive such shares.

In addition to the reverse stock split of twenty five (25) to one (1),
for every share issued in the reorganized company in this class, the holders
will receive one (1) stock warrant. The warrant will be a one (1) year
exercisable stock warrant, not exercisable prior to six (6 ) months of the
effective date nor later than eighteen (18) months of the effective date of the
Plan at seventy five percent (75%) of the market rate determined at the day the
warrant is exercised.

5. CLASS V: Class V shall consist of all allowed claims of employee
participants for a 401K plan (Defined Employee Contribution Plan) with the
Debtor's former subsidiary PTS. Although, the Debtor claims no liability or
responsibility to these plan participants, the reorganized Debtor company will
pay these participants their allowed claim in full in cash thereof within six
(6) months from the effective date of the Plan. An escrow account with Debtor's
counsel will be established when the Confirmation order has been entered to fund
payments to these creditors.

MEANS OF EXECUTION OF THE PLAN

ARTICLES OF INCORPORATION AND BYLAWS. Debtor's Articles of
Incorporation will be amended on the effective date to incorporate the terms to
effectuate the provisions of the Plan.

ISSUANCE OF STOCK. Such person as the rehabilitated Debtor may
designate shall issue all shares of stock to be issued under the Plan on the
effective date or as soon thereafter as is practical.

3
<PAGE>

The common stock to be issued under the Plan will be issued in reliance
on the registration exemption provided by Section 1145 of the Bankruptcy Code.
Section 1145 (a) of the Bankruptcy Code exempts the original issuance of
securities under a Plan for registration under the securities act of 1933 and
applicable state law.

The common stock will be transferable only upon compliance by
transferring holder to applicable Federal and state securities law. In general,
depending on particular facts and circumstances, the common stock will be freely
transferable subject to the transfers restrictions designed to preserve Debtor's
net operating loss attribute as described in the following paragraph:

Neither Debtor or Debtor's counsel makes any representation
here considering the rights of any person as to security laws or
individual tax consequences and shareholders should confer with their
own counsel.

TREATMENT OF CERTAIN STOCK PLANS

On the effective date, all existing stock options will be canceled.

EXCHANGE DATE

For purposes of establishing the change of ownership referred to in 26
U.S.C. Section 382 (1) (5) the exchange date shall be 120 days from the entry of
the confirmation order. Issuance of any shares of new common stock to claimants
and interest holders will be deemed to have occurred on that date.

Debtor may seek an Order of the Bankruptcy Court at the time of the
confirmation hearing concluding that no charge of ownership has occurred which
would cause the loss of Debtor's net operating loss attribute as described
herein.

4
<PAGE>

TAX CONSEQUENCES

Debtor currently projects it will have a net operating loss, ("NOL")
carryover's for tax purposes, of $3,376,518.00 as set forth in the independent
auditor's report dated January 9, 1997, after confirmation of the Plan.

A corporation's tax attributes, including NOL carryovers may be
preserved not withstanding the transfer of all or part of its stock to new
shareholders. Section 382 of the Internal Revenue Code of 1986 as amended,
imposes special rules on the ability of a corporation to continue to use its
NOLs if its stock ownership has changed.

A changed ownership may not however, subject Debtor's NOL carry forward
to the annual limitation because Debtor could qualify for a special bankruptcy
exception to the general rule of code section 382. This special bankruptcy
exception is set forth in code Section 382 (1) (5) . Subject to the reduction
described below, if code Section (1) (5) applies, the NOL carryovers will be
fully deductible against post-reorganization income of a Debtor.

LIKELY ATTRIBUTE REDUCTION

Internal Revenue Code Section 382 addresses ownership shift and the
loss of carry forward attributes in proportion to the ownership shift. A
significant change in control or ownership can limit the Debtor's ability to
shelter post-confirmation income with net operating loss carry forward.

RETENTION FOR JURISDICTION

Until the case is closed the Court shall retain jurisdiction to insure
that the

5
<PAGE>

purposes and intent of the Plan are carried out. The court shall retain
jurisdiction to hear and determine the following:

a. The classification of the claim of any creditor and the
re-examination of claims which have been allowed for purposes
of voting and the determination of such objections as may be
filed against creditor's claims;

b. The determination of all questions and disputes regarding
title to the assets of the estate and the determination of all
causes of action, controversies, disputes or conflicts whether
or not subject to action pending as of the date of
confirmation between the Debtor and any other party included
but not limited to any rights of parties in interest to
recover assets pursuant to the provisions of Title II of the
United States Code.

c. The correction of any defect, the curing of any omission or
the reconciliation of any inconsistency in the Plan or the
Order of Confirmation as may be necessary to carry out the
purposes and intent of the Plan;

d. The modification of this Plan after confirmation pursuant to
the Bankruptcy Rules and Title 11 of the United States Code;

e. The enforcement and interpretation of the terms and conditions
of this Plan;

f. The entry of an Order including injunctions necessary to
enforce the title rights and powers of parties in interest and
to impose such limitations, restrictions, terms and conditions
of such title rights and powers as this Court may deem
necessary;

g. The entry of an Order concluding and terminating this case.

<PAGE>

Exhibit 2(b)

AGREEMENT AND MERGER PLAN

BETWEEN MEDIA VISION PRODUCTIONS, INC.

AND MEDIA VISION PROPERTIES, INC.

AGREEMENT AND MERGER PLAN

This agreement and Merger Plan is entered into effective as of this 4th day
of January, 1999 by and among Media Vision Productions, Inc., a Delaware
Corporation, (hereinafter "Acquiror"), and Media Vision Properties, Inc., a
Delaware corporation (hereinafter "Acquiree"), and the undersigned
stockholders of Acquiree (hereinafter referred to as "Stockholders").

RECITALS

Stockholders own all of the issued and outstanding common stock of Acquiree.
Acquiror desires to acquire all of the issued and outstanding stock of
Acquiree, making Acquiree a wholly-owned subsidiary of Acquiror, and
Stockholders desire to make an exchange solely of their shares in Acquiree
for shares of Acquiror's common

<PAGE>

stock to be exchanged as set out herein with said stockholders. NOW,
THEREFORE, for the mutual consideration set out herein, the parties agree as
follows:

AGREEMENT

1. MERGER PLAN. The undersigned Stockholders of Acquiree are the sole
owners of all of the issued and outstanding stock of Acquiree. It is the
intention of the parties hereto that all of the issued and outstanding shares
of stock of Acquiree shall be acquired by Acquiror in exchange for Acquiror
common voting and preferred stock and other considerations as set forth
herein. It is the intention of the parties hereto that this transaction
qualify as a tax-free reorganization under section 368 (a) (1) (B) of the
Internal Revenue Code of 1986, as amended, and related sections thereunder to
the intent permitted by law.

2. EXCHANGE OF SHARES. Acquiror and Stockholders agree that all the issued
and outstanding shares of common stock of Acquiree shall be exchanged with
Acquiror for common stock valued at, Eight Cents ($.8) par value, (the
"Common Stock") of Acquiror, valued at the date of the Closing. The Common
Stock will, on the Closing Date (as hereafter defined), be delivered to
Stockholders in exchange for their shares in Acquiree. Stockholders agree
that they will hold such shares of Common Stock of Acquiror for investment
purposes and not for further public distribution, and agree that

<PAGE>

the shares shall be appropriately restricted. Acquiror agrees that it will
utilize its best efforts to complete a secondary offering of its common and
preferred stock within one year of the closing. Upon the requests of the
holders of the common stock, the company will register such shares, at the
shareholder's expense.

3. DELIVERY OF THE COMMON AND PREFERRED STOCK. On the Closing Date,
Stockholders of Acquiree shares will deliver via its transfer agent
certificates representing their shares of Acquiree duly endorsed so as to
make Acquiror the sole holder thereof, free and clear of all claims and
encumbrances; and on such Closing Date, delivery of the common and preferred
stock, which will be appropriately restricted as to transfer, will be made to
Stockholders as set forth herein.

4. REPRESENTATION OF ACQUIREE AND STOCKHOLDERS. Acquiree and Stockholders
hereby represent and warrant that, with respect to the shares of Acquiree and
as to the Acquiree, effective this date and the Closing Date, the
representations listed below are true and correct.

(a) Stockholders represent that their shares of Acquiree are free
from claims, liens, or other encumbrances and said Stockholders have the
unqualified right to transfer and dispose of such shares.

(b) Stockholders are the sole owners of all of the

<PAGE>

issued and outstanding shares of common stock of Acquiree.

(d) Acquiree shall deliver audited financial statements to Acquiror,
which are complete, accurate and fairly present the financial condition of
Acquiree as of the dates thereof. There are no material liabilities, either
fixed or contingent, not reflected in such financial statements other than
contracts or obligations in the ordinary and usual course of business: and no
such contracts or obligations in the usual course of business constitute
liens or other liabilities which, if disclosed, would materially alter the
financial condition of such Acquiree as reflected in such financial
statements. The financial statements are hereby incorporated herein by
reference and deemed to be a part hereof.

(e) Prior to the Closing Date there will not be any negative material
changes in the financial position of Acquiree, except changes arising in the
ordinary course of business, which changes will in no event materially and
adversely affect the financial position of Acquiree.

(f) Acquiree is not involved in any pending litigation or governmental
investigation or proceeding not reflected in such financial statement or
otherwise disclosed in writing to Acquiror and, to the best knowledge of
Stockholders, no litigation, claims,

4
<PAGE>

assessments, or governmental investigation or proceeding is threatened
against Acquiree, its principal stockholders or properties.

(g) As of the Closing Date, Acquiree will be in good standing in its
state of incorporation, and will be in good standing and duly qualified to do
business in each state where it is required to be so qualified.

(h) Acquiree has filed all governmental, tax or related returns and
reports due or required to be filed, and has paid or accrued all taxes or
assessments which have become due as of the Closing Date.

(i) Except as disclosed on any Exhibit hereto, Acquiree has not
materially breached any agreement to which it is a party.

(j) Acquiree has no subsidiary corporations other than as disclosed in
writing to Acquiror.

(k) The corporate financial records, minute books, and other corporate
documents, and records of Acquiree are to be available to present management
of Acquiror prior to the Closing Date and turned over in their entirety to
new management at Closing.

(l) The execution of this Agreement will not materially violate or
breach any agreement, contract, or commitment to which Acquiree or
Stockholders are a party, and has been duly authorized

5
<PAGE>

by all appropriate and necessary action.

(m) The authorized capitalization of Acquiree is as set forth in the
balance sheet of Acquiree. Acquiree has only the capital stock authorized as
set forth in said balance sheet and all outstanding shares have been duly
authorized, validly issued and are fully paid and non-assessable with no
personal liability attaching to the ownership thereof. There are no
outstanding convertible securities, warrants or options which may cause
authorized but unissued shares to be issued to any person.

(n) Acquiree has good and marketable title to and validly owns all
assets shown on its most recent balance sheet.

5. REPRESENTATIONS OF ACQUIROR. Acquiror hereby represents and warrants as
follows:

(a) As of the closing Date, the Common Stock, to be delivered to
Stockholders will constitute valid and legally issued shares of Acquiror,
fully paid and non-assessable, and will be legally equivalent in all respects
to the Common Stock of Acquiror issued and outstanding as of the date thereof.

(b) The officers of Acquiror are duly authorized to execute this
agreement and have taken all action required by law and agreements, charters,
By-laws, etc., to properly and legally execute this Agreement. The execution
hereof will not constitute a material breach of any agreement to which
Acquiror is a party.

<PAGE>

(c) Consolidated Balance Sheet, certified by Schuhalter, Coughlin
& Suozzo, C.P.A., reflects management's representations and warrants are
accurate and correct, and at the closing, shall deliver all of its financial
records. The financial statements of Acquiror are incorporated herein by
reference and deemed to be a part hereof. These financial statements are
true, complete and accurate; there are not presently and at Closing there
shall be no liabilities, either fixed or contingent, not reflected in such
financial statements and records. Said financial statements fairly and
accurately reflect the financial condition of the Acquiror as of the dates
thereof and the results of operations for the periods reflected therein. Such
statements have been prepared in accordance with generally accepted
accounting principles, consistently applied, except as otherwise stated
therein.

(d) Since the date of the financial statements there shall not
have been, and as of the Closing Date there shall not be, any material
adverse changes in the financial position of the Acquiror, except changes
arising in the ordinary course of business, which changes shall in no event
materially and adversely affect the financial condition of the Acquiror.

(e) Acquiror is not involved in any pending litigation, claims, or
governmental investigation or proceeding not reflected in such financial
statements or otherwise disclosed in writing to

<PAGE>

the Stockholders, and there are no law suits, claims, assessments,
investigations, or similar matters, to the best knowledge of management,
threatened or contemplated against Acquiror, its management or properties.

(f) As of the Closing Date and the date hereof, Acquiror is duly
organized, validly existing and in good standing under the laws of the State
of Delaware; it has the corporate power to own its property and to carry on
its business as now being conducted, and is duly qualified to do business in
any jurisdiction where so required.

(g) Acquiror has filed all federal, state, county and local income,
excise, property and other tax returns, forms or reports which are due or
required to be filed by it prior to the date hereof, and has paid or made
adequate provision for the payment of all taxes, fees or assessments which
have or may become due pursuant to such returns or pursuant to any
assessments received.

(h) Acquiror has not breached, nor is there any pending or
threatened claims or any legal basis for a claim that Acquiror has breached,
any of the terms or conditions of any agreements, contracts or commitments to
which it is a party or is bound and the execution and performance hereof will
not violate any provision of applicable law of any agreement to which
Acquiror is subject.

<PAGE>

(i) The capitalization of Acquiror comprises authorized and issued
preferred stock so disclosed in the attached Forms 10-K and 10-Q and
authorized common stock of 10,000,000 shares, $.8 par value, of which 364,255
Common Shares are presently and shall be issued and outstanding as of the
Closing Date. All outstanding shares of Acquiror have been duly authorized,
validly issued and fully paid, and there are no outstanding or presently
authorized securities, options or related commitments of any nature not
reflected in the current financial statements of Acquiror.

(j) The shares of Common Stock of Acquiror to be issued to
Stockholders at or about the time of Closing will be validly issued,
nonassessable and fully paid under Delaware corporation law, and will be
issued in a non-public sale and isolated transaction in compliance with all
federal and state securities laws.

(k) At the date of this Agreement, Acquiror has, and at the
Closing Date it will have, disclosed all events, conditions and facts
materially affecting the business of Acquiror. Acquiror has not now and will
not have at the Closing Date, withheld disclosure of any such events,
conditions and facts which it, through management, has knowledge of or has
reasonable grounds to, materially affect the business of Acquiror.

(l) The corporate financial records, minute books, and

<PAGE>

other documents and records of Acquiror are to be available to Stockholders
of Acquiree prior to the Closing Date and turned over to management in their
entirety at Closing.

(m) Acquiror is a public company and represents that it has no existing
or threatened liabilities, claims, law suits, or basis for the same with
respect to its original stock issuance or any other dealings with its
Stockholders, the public, brokers, the Securities and Exchange Commission,
state agencies or other persons. This includes matters relating to state or
federal securities laws as well as general common law or state corporate law
principles.

6. CLOSING DATE. The Closing Date herein referred to shall be upon such
date as the parties hereto may mutually agree upon, but is expected to be not
later than January 15, 1999. At the Closing, Acquiree Stockholders will be
deemed to have accepted delivery of the certificates of Acquiror stock issued
in their names, and in connection therewith will make delivery of their stock
in Acquiree to Acquiror. Certain exhibits, etc., may be delivered subsequent
to the closing Date upon the mutual agreement of the parties hereto.

7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIREE AND STOCKHOLDERS. All
obligations of Stockholders and Acquiree under this agreement are subject to
the fulfillment, prior to or as of

10
<PAGE>

the Closing Date, of each of the following conditions:

(a) The representations and warranties by or on behalf of Acquiror
contained in this Agreement or in any certificate or document delivered to
Stockholders pursuant to the provisions hereof shall be true in all material
respects at and as of the time of the closing, as though such representations
and warranties were made at and as of such time.

(b) Acquiror shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be performed or
complied with by it prior to or at the Closing on the closing Date.

(c) The present directors of Acquiror will recommend the appointment of
a member of Acquiree's management, namely John Sgarlat, to the Board of
Directors of Acquiror at closing.

(d) The Board of Directors of Acquiror shall have approved, by the
majority vote in accordance with Delaware law, all matters outlined herein.

(e) All instruments and documents delivered to Stockholders pursuant to
the provisions hereof shall be reasonably satisfactory to legal counsel for
Stockholders.

(f) Acquiror shall have delivered to Stockholders an opinion of its
counsel dated the closing Date to the effect that:

(i) Acquiror is a corporation duly organized,

11
<PAGE>

validly existing and in good standing under the laws of the state of Delaware;

(ii) Acquiror has the corporate power to carry on its business as
now being conducted, and is duly qualified to do business in any jurisdiction
where to required;

(iii) This Agreement has been duly authorized, executed and
delivered by Acquiror and is a valid and binding obligation of Acquiror
enforceable in accordance with its terms;

(iv) Acquiror through its Board of Directors and Stockholders,
has taken all corporate action necessary for performance under this Agreement;

(v) The documents executed and delivered to Stockholders
hereunder are valid and binding in accordance with their terms and vest in
Stockholders all right, title and interest in and to the stock of Acquiror,
and said stock, when, issued, will be fully and validly issued, fully paid
and non-assessable;

(vi) Except as referred to herein, such counsel knows of (a) no
actions, suits or other legal proceedings or investigations pending or
threatened against or relating to or materially adversely affecting Acquiror;
and (b) no unsatisfied judgements exist against Acquiror which would
materially adversely affect the financial condition of the Acquiror.

8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR. All

<PAGE>

obligations of Acquiror under this Agreement are subject to the fulfillment,
prior to or at the Closing on the Closing Date, of each of the following
conditions.

(a) The representations and warranties by Stockholders and Acquiree
contained in this Agreement in any certificate or document delivered to
Acquiror pursuant to the provisions hereof shall be true at and as of the
time of closing as though such representations and warranties were made at
and as of such time.

(b) Stockholders shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be performed or
complied with by them prior to or at the Closing, including the delivery of
the stock of Acquiree being exchanged hereunder.

(c) Stockholders shall deliver to Acquiror a letter commonly known as
an "investment letter" agreeing that the shares of stock in Acquiror are
being acquired for investment purposes.

(d) Stockholders hereby state that the materials, including current
financial statements, prepared and delivered by Acquiror to Stockholders,
have been read and understood by Stockholders, that they are familiar with
the business of Acquiror, that they are acquiring the Acquiror's shares under
section 4(2), commonly known as the private offering exemption of the
Securities Act of 1933, as amended, that the shares are restricted and may not

<PAGE>

be resold, except in reliance on an exemption under said Securities Act of
1933, as amended.

(e) Acquiree shall provide financial records and statements to fully
enable Acquiror to comply with its filing requirements under the Securities
Act of 1933 and the Securities and Exchange Act of 1934, and said financial
statements must fully comply with Regulation S-X and generally accepted
accounting principles.

(f) Acquiree shall have delivered to Acquiror an opinion of its counsel
dated the closing Date to the effect that Acquiree is a corporation duly
organized and validly existing in good standing under the laws of the State
of Delaware, and it is duly qualified to do business in any jurisdiction
where so required.

9. INDEMNIFICATION. Within the period provided in paragraph 10 hereof and
in accordance with the terms of that paragraph, each party to this Agreement
shall indemnify and hold harmless each other party at all times after the
date of this Agreement against and in respect of any liability, damage or
deficiency, all actions, suits, proceedings, demands, assessments,
judgements, costs and expenses, including attorney's fees, incident to any of
the foregoing, resulting from any misrepresentations, breach of covenant or
warrant, or non-fulfillment of any agreement on the part of such party under
this Agreement or from any

<PAGE>

misrepresentation in or omission from any certificate furnished or to be
furnished to a party hereunder.

10. Nature and Survival of Representations. All representations, warranties
and covenants made by any party in this Agreement shall survive the closing
hereunder and the consummation of the transactions contemplated hereby for
two years from the date hereof. All of the parties hereto are executing and
carrying out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement or at the Closing of the transaction herein provided for, and not
upon any investigation upon which it might have made or any representations,
warranties, agreements, promises or information, written or oral, made by the
other party or any other person other than as specifically set forth herein.

11. DOCUMENTS AT CLOSING. At the closing, the following transactions shall
occur, all of such transactions deemed to occur simultaneously:

(a) Stockholders will deliver, or cause to be delivered, to Acquiror
the following:

(i) stock certificates for the stock of Acquiree being tendered
hereunder, duly endorsed in blank:

(ii) all corporate records of Acquiree, including without
limitation, corporate minute books (which shall contain

<PAGE>

copies of the Articles of Incorporation and By-laws, as amended to the
Closing), stock books, stock transfer books, corporate seals, and other
corporate books and records as may reasonably be requested for review by
Acquiror and its counsel;

(iii) a certificate executed by principal Stockholders to the
effect that all representations and warranties made by Stockholders under
this agreement are true and correct as of the Closing, the same as though
originally given to Acquiror on said date;

(iv) a certificate from the Secretary of State of its
incorporation dated at or about the Closing Date, to the effect that Acquiree
is in good standing under the laws of said State;

(v) investment letter from Stockholders;

(vi) legal opinion of Acquiree's counsel;

(vii) such other instruments, documents and certificates, if any,
as are required to be delivered pursuant to the provisions of this Agreement.

(b) Acquiror will deliver or cause to be delivered to Stockholders:

(i) stock certificates representing Acquiror shares on Exhibit A;

(ii) a certificate of the President and Secretary of Acquiror to
the effect that all representations and warranties

16
<PAGE>

of Acquiror made under this Agreement are reaffirmed on the Closing Date, the
same as though originally given to Stockholder on said date;

(iii) the opinion of Acquiror's counsel set forth herein;

(iv) certified copies of resolutions by Acquiror's Board of
Directors and Stockholders authorizing this transaction;

(v) a certificate from the Secretary of State of Acquiror's
state of incorporation dated at or about the Closing Date, that Acquiror is
in good standing under the laws of said state;

(vi) such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement.

(c) Acquiree will deliver or cause to be delivered to Acquiror a
certificate of the President and Secretary of Acquiree to the effect that all
representations and warranties of Acquiree made under this agreement are
reaffirmed on the Closing Date, the same as though originally given to
Acquiror on said date.

12. ADDITIONAL REPRESENTATIONS AND PROVISIONS.

(a) Acquiror intends to seek a listing of its common stock on NASDAQ or
another National Securities Exchange as soon as possible subsequent to
meeting all necessary listing requirements.

<PAGE>

(b) There will be employment agreements entered into with key personnel
of Acquiree as exhibited under attachment "A" herein.

(c) Acquiree shall become a wholly owned subsidiary of Acquiror and
shall continue to function in its usual capacity as such.

13. MISCELLANEOUS

(a) FURTHER ASSURANCES. At any time, and from time to time, after the
effective date, each party will execute such additional instruments and take
such other action as may reasonably be requested by the other party to
confirm or perfect title to any property transferred hereunder or otherwise
to carry out the intent and purposes of this Agreement.

(b) WAIVER. Any failure on the part of any party hereto to comply with
any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.

(d) NOTICES. All notices and other communications hereunder shall be in
writing, and shall be deemed to have been given if delivered in person or
sent by pre-paid, first class registered or certified mail, return receipt
requested, to the

<PAGE>

addresses shown below:

To Acquiror, at: To Acquiree, at:

Media Vision Productions Inc. Media Vision Properties, Inc.
The Citizens Building, Suite 701 Palm Beach Polo Club
105 S. Narcissus Avenue 2490 Players Court
West Palm Beach, FL 33401 Wellington, FL 33414

(e) HEADINGS. The section and subsection headings in this
Agreement are inserted for convenience only, and shall not affect in any way
the meaning or interpretation of this Agreement.

(f) COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

(g) GOVERNING LAW. This Agreement was negotiated and is being
contracted for in the State of Florida, and shall be governed by the laws of
the State of Florida.

(h) BINDING EFFECT. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their assigns.

(i) ENTIRE AGREEMENT. This Agreement is the entire agreement of
the parties covering everything agreed upon or understood in the
transaction. There are no oral promises, conditions, representations,
understandings, interpretations or

<PAGE>

terms of any kind as conditions or inducements to the execution hereof.

(j) TIME. Time is of the essence of performance of all obligations
in this agreement with the exception of the obligations of the acquiror set
forth in paragraphs 12(a) and 12(b).

(k) SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable, the balance of the Agreement shall remain in full force and
effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.

"MEDIA VISION PRODUCTIONS, INC."

By: /s/ William O'Callaghan
------------------------------------
William O'Callaghan, Acting Chairman

"MEDIA VISION PROPERTIES, INC."

By: /s/ John Sgarlat
------------------------------------
John Sgarlat, Chairman

<PAGE>

EXHIBIT 10.1(a)
EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT ("Agreement") made and entered as of September 24,
1999, by and among Media Vision Productions, Inc. (the "Company"), a Deleware
corporation, and John P. Sgarlat
(the "Executive").

BACKGROUND

The parties desire to enter into an employment agreement and to set forth
herein the terms and conditions of the Executive's employment by the Company.
Accordingly, in consideration of the mutual covenants and agreements set forth
herein and the mutual benefits to be derived here from, and intending to be
legally bound hereby, the Company and the Executive agree as follows:

1. EMPLOYMENT.

(a) DUTIES. The Company shall employ the Executive, on the terms set
forth in this Agreement, as Chief Executive Officer/Chairman of the Board of
Directors. The Executive accepts such employment with the Company and shall
perform and fulfill such duties as are reasonable and necessary for such
position, subject to the Board of Directors of the Company (the "Board"), for
the Company and its subsidiaries, devoting his best efforts to the performance
and fulfillment of his duties and to the advancement of the interests of the
Company, subject only to the direction, approval, control and directives of the
Board.

(b) PLACE OF PERFORMANCE. In connection with his employment by the
Company, the Executive shall be based in the West Palm Beach, FL metropolitan
area, except for required travel on Company business.

2. TERM.

The Executive's employment under this Agreement shall be for a five-year
term (the "Term") commencing as of September 24, 1999 (the "Commencement Date")
and shall continue uninterrupted for the Term. Each year, on the anniversary
date of the Commencement Date, the Term shall be extended for an additional
year, the effect of which is intended by the parties to be that there shall
always be a full five-year Term outstanding under this Agreement.

3. COMPENSATION.

(a) BASE SALARY. During the Term, the Executive shall be entitled to
receive annual salary as follows:

(1) for the year ending September 24, 2000, $240,000;

(2) for the year ending September 24, 2001, $264,000;

(3) for the year ending September 24, 2002, $290,400, which shall be the
base salary (the "Base Salary") for the remaining Term, payable in
installments at such times as the Company customarily pays its other
senior executive employees (but in any event no less often than
monthly).

(b) Each year thereafter, for the Term, the Executive shall receive an
increase in Base Salary of at least ten percent (10%)(but which may be greater
in the determination of the Compensation Committee) of the current Base Salary,
which increase shall be added to the then-current Base Salary to become the new
Base Salary for the purposes for this Agreement.

(c) In the event of a change in control such as would require the Company
to file a Form 8-K with the Securities and Exchange Commission if the Company
was a reporting company, the Executive shall be entitled to a lump sum payment
equal to the Base Salary, with minimum ten percent (10%) increases each year,
for the remaining Term, plus a lump sum bonus equal to five times the largest
bonus paid to Executive under this Agreement.

1
<PAGE>
(d) BONUS. Executive shall receive an annual bonus in accordance with a
Company Bonus Plan adopted by the Compensation Committee of the Board.

4. HEALTH INSURANCE AND OTHER BENEFITS.

During the Term, the Executive shall be entitled to all employee benefits
offered by the Company to its senior executives and key management employees,
including, without limitation, all pension, profit sharing, retirement, stock
option, salary continuation, deferred compensation, disability insurance,
hospitalization insurance, major medical insurance, medical reimbursement,
survivor income, life insurance or any other benefit plan or arrangement
established and maintained by the Company, subject to the rules and regulations
then in effect regarding participation therein. In addition, the Company shall
procure and fund for Executive a life insurance policy in the amount of one
million dollars ($1,000,000), with a beneficiary to be named by Executive.

5. REIMBURSEMENT OF EXPENSES.

The Executive shall be reimbursed for all items of travel, entertainment and
miscellaneous expenses which the Executive reasonably incurs in connections with
the performance of his duties hereunder, provided that the Executive submit to
the Company such statements and other evidence supporting said expenses as the
Company may reasonably require.

6. AUTOMOBILE ALLOWANCE.

The Company shall pay Executive a monthly autombile allowance of seven
hundred dollars ($700) for the first year of this Agreement, eight hundred
dollars ($800) per month for the second year and one thousand dollars ($1,000)
per month thereafter, subject to increase by the Board.

7. OPTIONS: GRANT OF SHARES.

(a) Upon the executive of this Agreement, the Company will issue to
Executive options to purchase at least two hundred thousand (200,000) shares
(the "Shares") of the Company's common stock $0.08 par value, exercisable at the
price of $0.625 per share. These options shall expire seven years from the date
hereof and shall vest as follows:

(i) sixty-six thousand, six hundred and sixty-six (66,666) shares as of
April 1, 2000;

(ii) sixty-six thousand, six hundred and sixty-six (66,666) shares as of
September 30, 2000;

(iii) sixty-six thousand, six hundred and sixty-eight (66,668) shares as
of March 31, 2000;

Options will be exercisable upon vesting. In the event of a change in control
such that would require the Company to file a Form 8-K with the Securities and
Exchange Commission if the Company was a reporting company, all unvested options
will be immediately exercisable. Options may be execised by the Executive giving
the Company a note equal to the exercise price of the options exercised, which
shall bear interest at a floating rate equal to the Federal Funds Rate published
in the Wall Street Journal as adjusted from time to time.

(b) The Executive will also be eligible to participate in the 1999 Stock
Option Plan when, as and if approved by the Board. Eligibilty in no way
creates an obligation on the part of the Company to issue options to the
Executive, which shall be in the sole and absolute discretion of the
Compensation Committee of the Board.

(c) Upon execution of this Agreement, Executive shall receive a grant of
three million (3,000,000) shares of the Company's common stock.

8. VACATIONS.

2
<PAGE>
calendar year (prorated in any calendar year during which the Executive is
employed hereunder for less than the entire year in accordance with the number
of days in such calendar year during which he is so employed). The Executive
shall also be entitled to all paid holidays given by the Company to its senior
executive officers.

9. TERMINATION OF EMPLOYMENT.

(a) DEATH OF TOTAL DISABILITY. In the event of the death of the Executive
during the Term, this Agreement shall terminate as of the date of the
Executive's death. Salary for the remaining Term shall be paid to Executive's
beneficiary or estate, and all health insurance benefits for Executive's family
shall be continued for at least two years following the Executive's death. In
the event of the Total Disability (as that term is defined below) of the
Executive for any consecutive twelve months during the Term, the Company shall
have the right to terminate this Agreement by giving the Executive thirty (30)
days' prior written notice thereof, and upon the expiration of such thirty (30)
day period, the Executive's employment under this Agreement shall terminate. In
the event of such termination, the salary for the remaining Term shall be paid
to Executive. If the Executive shall resume his duties within (30) days after
receipt of such a notice of termination, this Agreement shall continue in full
force and effect. Upon termination of this Agreement under this Section 9 (a),
the Company shall have no further obligations or liabilities under this
Agreement, except to pay to the Executive's estate or the Executive, as the case
maybe, the portion of salary that remains unpaid for the Term, including minimum
increases and continuation of benefits.

The term "Total Disability", as used herein, shall mean a mental or physical
condition which in the reasonable opinion of an independent medical doctor
selected by the Company renders the Executive unable or incompetent to carry out
the material duties and responsibilities of the Executive under this Agreement
at the time the disabling condition was incurred. If the Executive is covered
under any policy of disability insurance under paragraph 4, the definition of
Total Disability hereunder shall be the definition of that term in such policy.

10. NO MITIGATION.

The Executive shall not be required to mitigate the amount of any payment or
benefit provided for in this Agreement by seeking by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this Agreement be
reduced by any compensation earned by the Executive as a result of his
employment by another employer.

11. RESTRICTIVE COVENANT.

(a) COMPETITION. Executive undertakes and agrees that until two years
after termination of this Agreement, he will not compete, directly or
indirectly, or participate as a director, officer, employee, consultant agent,
consultant, representative or otherwise, or as a stockholder, partner or joint
venturer, or have any direct or indirect financial interest, including, without
limitation, the interest of a creditor, in any business competing directly or
indirectly with the business of the Company or any of its subsidiaries.

(b) TRADE SECRETS. During the Term hereof and after termination for any
reason, Executive shall not disclose, divulge, copy or otherwise use any trade
secret of the Company or its subsidiaries, it being acknowledged that all such
information and materials complied or obtained by or disclosed to Executive
while employed by the Company or its subsidiaries hereunder or otherwise are
confidential and the exclusive property of the Comapny and its subsidiaries.

(c) INJUNCTIVE RELIEF. The parties hereto agree that the remedy at law for
any breach of the provisions of this paragraph 11 will be inadequate and that
the Company or any of its subsidiaries or other successors or assigns shall be
entitled to injunctive relief without bond. Such injunctive relief shall not be
exclusive, but shall be in addition to any other rights and remedies Company or
any of its subsidiaries or thier successor or assigns might have for such
breach.

3
<PAGE>
(d) SCOPE OF COVENANT. Should the duration, goegraphical area or range or
proscribed activities contained in subparagraph (a) above be held unreasonable
by any court of competent jurisdiction, then such duration, geographical areaa
of range of proscribed activities shall be modified to such degree as to make it
or them reasonable and enforceable.

12. INDEMITY.

The Company shall indemnify and hold the Executive harmless to the maximum
extent permitted by law against any claim, action, demand, loss, damage, cost,
expense, liability or penalty arising out of any acti, failure to act, omission
or decision by him while performing services as an officer, director or employee
of the Company, other than act, omission or decision by the Executive which is
not in good faith and is without his reasonable belief that same is, or was, in
the best interests of the Company. To the extent permitted by law, the Company
shall pay all attorney's fees, expenses and costs actually incurred by the
Executive in connection with the defense of any of the claims referenced herein.

13. MISCELLANEOUS.

(a) NOTICES. Any notice, demand or communication required or permitted
under this Agreement shall be in writing and shall either be hand-delivered to
the other party or mailed to the addresses set forth below by registered or
certified mail, return receipt requested, or sent by overnight express mail or
courier or facsimile to such address, if a party has a facsimile machine. Notice
shall be deemed to have been given and received when so hand-delivered or after
three business days when so deposited in the U.S. Mail, or when transmitted and
received by facsimile or sent by express mail properly addressed to the other
party.

The addresses are:

To the Company:
Media Vision Productions Inc.
105 S. Narcissus Avenue
West Palm Beach, FL 33401

To the Executive:
Mr. John P. Sgarlat
2490 Players Court
Wellington, FL 33414-1017

The foregoing addresses may be changed at any time by written notice given in
the manner herein provided.

(b) INTEGRATION; MODIFICATION. This Agreement constitues the entire
understanding and agreement between the Company and the executive regarding its
subject matter and supersedes all prior negotiations and agreements, whether
oral or written, between them with respect to its subject matter. This Agreement
may not be modified except by a written agreement signed by the Executive and a
duly authorized officer of the Company.

4
<PAGE>
the case may require, and this Agreement shall be construed and enforced to the
maximum extent permitted by law as if such provision had not been originally
incorporated herein, as the case may be.

(d) BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties, including and their respective heirs, executors,
successors and assigns, except that this Agreement may not be assigned by the
Executive.

(e) WAIVER OF BREACH. No waiver by either party of any condition or of the
breach by the other of any term or covenant contained in this Agreement, whether
by conduct or otherwise, in any one or more instances shall be deemed or
construed as a further or continuing waiger of any such condition or breach or
waiver of any other condition, or the breach of any other term or covenant set
forth in this Agreement. Moreover, the failure of either party to exercise any
right hereunder shall not bar the later exercise thereof.

(f) GOVERNING LAW AND INTERPRETATION. This Agreement shall be governed by
the internal laws of Delaware. Each of the parties agrees that he or it, as the
case may be, shall deal fairly and in good faith with the other party in
performing, observing and complying with the covenants, promises, duties,
obligations, terms and conditions to be performed, observed or complied with by
him or it, as the case may be, hereunder; and that this Agreement shall be
interpreted, construed and enforced in accordance with the foregoing covenant
notwithstanding any law to the contrary.

(g) HEADINGS. The headings of the various sections and paragraphs have
been included herein for convenience only and shall not be considered in
interpreting this Agreement.

(h) COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement has been executed by the Executive
and on behalf of the Company by its duly authorized officer(s) on the date first
above written.

<TABLE>
<S> <C> <C>
MEDIA VISION PRODUCTIONS, INC.

/s/ WILLIAM CAMPBELL
------------------------------------------
William Campbell
By:

/s/ JOHN P. SGARLAT
------------------------------------------
John P. Sgarlat
</TABLE>

<PAGE>

EXHIBIT 10.1(b)

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT ("Agreement") made and entered as of September 24,
1999, by and among Media Vision Productions, Inc. (the "Company"), a Delaware
corporation, and William H. Campbell (the "Executive").

BACKGROUND

The parties desire to enter into an employment agreement and to set
forth herein the terms and conditions of the Executive's employment by the
Company. Accordingly, in consideration of the mutual covenants and agreements
set forth herein and the mutual benefits to be derived here from, and
intending to be legally bound hereby, the Company and the Executive agree as
follows:

1. EMPLOYMENT.

(a) DUTIES. The Company shall employ the Executive, on the terms
set forth in this Agreement, as Executive Vice President/Corporate Secretary
and Director. The Executive accepts such employment with the Company and
shall perform and fulfill such duties as are reasonable and necessary for
such position, subject to the Board of Directors of the Company ("the
Board"), for the Company and its subsidiaries, devoting his best efforts to
the performance and fulfillment of his duties and to the advancement of the
interests of the Company, subject only to the direction, approval, control and
directives of the Board.

(b) PLACE OF PERFORMANCE. In connection with his employment by
the Company, the Executive shall be based in the West Palm Beach, FL
metropolitan area, except for required travel on Company business.

2. TERM.

The Executive's employment under this Agreement shall e for a
five-year term (the "Term") commencing as of September 24, 1999 (the
"Commencement Date") and shall continue uninterrupted for the Term. Each
year, on the anniversary date of the Commencement Date, the Term shall be
extended for an additional year, the effect of which is intended by the
parties to be that there shall always be a full five-year Term outstanding
under this Agreement.

3. COMPENSATION.

(a) BASE SALARY. During the Term, the Executive shall be entitled
to receive an annual salary as follows:

(1) for the year ending September 24, 2000, $150,000;
(2) for the year ending September 24, 2001, $165,000;

<PAGE>

(3) for the year ending September 24, 2002, $181,500, which
shall be the base salary (the "Base Salary") for the remaining Term, payable
in installments at such times as the Company customarily pays its other
senior executive employees (but in any event no less often than monthly).

(b) Each year thereafter, for the Term, the Executive shall receive
an increase in Base Salary of at least ten percent (10%) (but which may be
greater in the determination of the Compensation Committee) of the current
Base Salary, which increase shall be added to the then-current Base Salary to
become the new Base Salary for the purposes of this Agreement.

(c) In the event of a change in control such as would require the
Company to file a Form 8-K with the Securities and Exchange Commission if the
Company was a reporting company, the Executive shall be entitled to a lump
sum payment equal to the Base Salary, with minimum ten percent (10%)
increases each year, for the remaining Term, plus a lump sum bonus equal to
five times the largest bonus paid to Executive under this Agreement.

(d) BONUS. Executive shall receive an annual bonus in accordance
with a Company Bonus Plan adopted by the Compensation Committee of the Board.

4. HEALTH INSURANCE AND OTHER BENEFITS.

During the Term, the Executive shall be entitled to all employee
benefits offered by the Company to its senior executives and key management
employees, including, without limitation, all pension, profit sharing,
retirement, stock option, salary continuation, deferred compensation,
disability insurance, hospitalization insurance, major medical insurance,
medical reimbursement, survivor income, life insurance or any other benefit
plan or arrangement established and maintained by the Company, subject to the
rules and regulations then in effect regarding participation therein. In
addition, the Company shall procure and fund for Executive a life insurance
policy in the amount of one million dollars ($1,000,000), with the
beneficiary to be named by Executive.

5. REIMBURSEMENT OF EXPENSES.

The Executive shall be reimbursed for all items of travel,
entertainment and miscellaneous expenses which the Executive reasonably
incurs in connection with the performance of his duties hereunder, provided
that the Executive submit to the Company such statements and other evidence
supporting said expenses as the Company may reasonably require.

6. AUTOMOBILE ALLOWANCE.

The Company shall pay Executive a monthly automobile allowance of
seven hundred dollars ($700) for the first year of this Agreement, eight
hundred dollars
<PAGE>

($800) per month for the second year and one thousand dollars ($1,000) per
month thereafter, subject to increase by the Board.

7. OPTIONS; GRANT OF SHARES.

(a) Upon the executive of this Agreement, the Company will issue to
Executive options to purchase at least one hundred thousand (100,000) shares
(the "Shares") of the Company's common stock $0.08 par value, exercisable at
the price of $0.625 per share. These options shall expire seven years from
the date hereof and shall vest as follows:

(i) thirty-three thousand, three hundred and thirty-three
(33,333) shares as of April 1, 2000;

(ii) thirty-three thousand, three hundred and thirty-three
(33,333) shares as of September 30, 2000;

(iii) thirty-three thousand, three hundred and thirty-four
(33,334) shares as of March 31, 2001.

Options will be exercisable upon vesting. In the event of a change in control
such that would require the Company to file a Form 8K with the Securities and
Exchange Commission if the Company was a reporting company, all unvested
options will be immediately exercisable. Options may be exercised by the
Executive giving the Company a note equal to the exercise price of the
options exercised, which shall bear interest at a floating rate equal to the
Federal Funds Rate published in the Wall Street Journal as adjusted from time
to time.

(b) The Executive will also be eligible to participate in the 1999
Stock Option Plan when, as and if approved by the Board. Eligibility in no
way creates an obligation on the part of the Company to issue options to the
Executive, which shall be in the sole and absolute discretion of the
Compensation Committee of the Board.

(c) Upon execution of this Agreement, Executive shall receive a
grant of two hundred thousand (200,000) shares of the Company's common stock.

8. VACATIONS.

The Executive shall be entitled to the number of paid vacation days
in each calendar year determined by the Company from time to time for its
senior executive officers, but not less than four (4) weeks in any calendar
year (prorated in any calendar year, during which the Executive is employed
hereunder for less than the entire year in accordance with the number of days
in such calendar year during which he is so employed). The Executive shall
also be entitled to all paid holidays given by the Company to its senior
executive officers.

<PAGE>

9.TERMINATION of EMPLOYMENT

DEATH or TOTAL DISABILITY. In the event of the death of the Executive
during the Term, this Agreement shall terminate as of the date of the
Executive's death. Salary for the remaining Term shall be paid to Executive's
beneficiary or estate, and all health insurance benefits for Executive's family
shall be continued for at least two years following the Executive's death. In
the event of the Total Disability (as that term is defined below) of the
Executive for any consecutive twelve months during the Term, the Company shall
have the right to terminate this Agreement by giving the Executive thirty (30)
days' prior written notice thereof, and upon the expiration of such thirty(30)
day period, the Executive's employment under this Agreement shall terminate. In
the event of such termination, the salary for the remaining Term shall be paid
to Executive. If the Executive shall resume his duties within thirty (30) days
after the receipt of such a notice of termination, this Agreement shall continue
in full force and effect. Upon termination of this Agreement under this Section
9(a), the Company shall have no further obligations or liabilities under this
Agreement, except to pay to the Executive's estate or the Executive, as the case
may be, the portion of salary that remains unpaid for the Term, including
minimum increases and continuation of benefits.

The term "Total Disability," as used herein, shall mean a mental or
physical condition which in the reasonable opinion of an independent medical
doctor selected by the Company renders the Executive unable or incompetent to
carry out the material duties and responsibilities of the Executive under this
Agreement at the time the disabling condition was incurred. If the Executive is
covered under any policy of disability insurance under paragraph 4, the
definition of Total Disability hereunder shall be the definition of that term in
such policy.

10. NO MITIGATION.

The Executive shall not be required to mitigate the amount of any
payment or benefit provided for in this Agreement by seeking other employment
or otherwise, nor shall the amount of any payment provided for in this
Agreement be reduced by any compensation earned by the Executive as the result
of his employment by another employer.

11. RESTRICTIVE COVENANT.

(a)COMPETITION. Executive undertakes and agrees that until two
years after termination of this Agreement, he will not compete, directly or
indirectly, or participate as a director, officer, employee, consultant
agent, consultant, representative or otherwise, or as a stockholder, partner
or joint venturer, or have any direct or indirect financial interest,
including, without limitation, the interest of a creditor, in any business
competing directly or indirectly with the business of the Company or any of
its subsidiaries.

<PAGE>

(b) TRADE SECRETS. During the Term hereof and after termination for
any reason, Executive shall not disclose, divulge, copy or otherwise use any
trade secret of the Company or its subsidiaries, it being acknowledged that
all such information and materials complied or obtained by or disclosed to
Executive while employed by the company or its subsidiaries hereunder or
otherwise are confidential and the exclusive property of the Company and its
subsidiaries.

(c) INJUNCTIVE RELIEF. The parties hereto agree that the remedy at
law for any breach of the provisions of this paragraph 11 will be inadequate
and that the Company or any of its subsidiaries or other successors or
assigns shall be entitled to injunctive relief without bond. Such injunctive
relief shall not be exclusive, but shall be in addition to any other rights
and remedies Company or any of its subsidiaries or their successors or
assigns might have for such breach.

(d) SCOPE OF COVENANT. Should the duration, geographical area or
range or proscribed activities contained in subparagraph (a) above be held
unreasonable by any court of competent jurisdiction, then such duration,
geographical area or range of proscribed activities shall be modified to such
degree as to make it or them reasonable and enforceable.

12. INDEMNITY.

The Company shall indemnify and hold the Executive harmless to the
maximum extent permitted by law against any claim, action, demand, loss,
damage, cost, expense, liability or penalty arising out of any act, failure
to act, omission or decision by him while performing services as an officer,
director or employee of the Company, other than as act, omission or decision
by the Executive which is not in good faith and is without his reasonable
belief that same is, or was, in the best interests of the Company. To the
extent permitted by law, the Company shall pay all attorney's fees, expenses
and costs actually incurred by the Executive in connection with the defense
of any of the claims referenced herein.

13. MISCELLANEOUS.

(a) NOTICES. Any notice, demand or communication required or
permitted under this Agreement shall be in writing and shall either be
hand-delivered to the other party or mailed to the addresses set forth below
by registered or certified mail, return receipt requested, or sent by
overnight express mail or courier or facsimile to such address, if a party
has a facsimile machine. Notice shall be deemed to have been given and
received when so hand-delivered or after three business days when so
deposited in the U.S. Mail, or when transmitted and received by facsimile or
sent by express mail properly addressed to the other party. The addresses are:

<PAGE>

To the Company:

Media Vision Productions, Inc.
105 S. Narcissus Avenue
West Palm Beach, FL 33401

To the Executive:

Mr. William H. Campbell
1195 Heyward Road
Wayne, PA 19087

The foregoing addresses may be changed at any time by written notice given in
the manner herein provided.

(b) INTEGRATION; MODIFICATION. This Agreement constitutes the
entire understanding and agreement between the Company and the Executive
regarding its subject matter and supercedes all prior negotiations and
agreements, whether oral or written, between them with respect to its subject
matter. This Agreement may not be modified except by a written agreement
signed by the Executive and a duly authorized officer of the Company.

(c) ENFORCEABILITY. If any provision of this Agreement shall be
invalid or unenforceable, in whole or in part, such provision shall be deemed
to be modified or restricted to the extent and in the manner necessary to
render the same valid and enforceable, or shall be deemed excises from this
Agreement, as the case may require, and this Agreement shall be construed and
enforced to the maximum extent permitted by law as if such provision had been
originally incorporated herein as so modified or restricted, or as if such
provision had not been originally incorporated herein, as the case may be.

(d) BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties, including and their respective heirs,
executors, successors and assigns, except that this Agreement may not be
assigned by the Executive.

(e) WAIVER OF BREACH. No waiver by either party of any condition or
of the breach by the other of any term or covenant contained in this
Agreement, whether by conduct or otherwise, in any one or more instances
shall be deemed or construed as a further or continuing waiver of any such
condition or breach or a waiver of any other condition, or the breach of any
other term or covenant set forth in this Agreement. Moreover, the failure of
either party to exercise any right hereunder shall not bar the later exercise
thereof.

(f) GOVERNING LAW AND INTERPRETATION. This Agreement shall be
governed by the internal laws of the Delaware. Each of the parties agrees
that he or it, as
<PAGE>

the case may be, shall deal fairly and in good faith with the other party in
performing, observing and complying with the covenants, promises, duties,
obligations, terms and conditions to be performed, observed or complied with
by him or it, as the case may be, hereunder; and that this Agreement shall be
interpreted, construed and enforced in accordance with the foregoing covenant
notwithstanding any law to the contrary.

(g) HEADINGS. The headings of the various sections and paragraphs
have been included herein for convenience only and shall not be considered in
interpreting this Agreement.

(h) COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.

IN WITNESS WHEREOF, this agreement has been executed by the
Executive and on Behalf of the Company by its duly authorized officer(s) on
the date first above written.

Media Vision Productions, Inc.

By: /s/ John P. Sgarlat
---------------------------------
John P. Sgarlat

/s/ William H. Campbell
---------------------------------
William H. Campbell

<PAGE>
EXHIBIT 10.1(c)

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT ("Agreement") made and entered as of September 24,
1999, by and among Media Vision Productions, Inc. (the "Company"), a Delaware
corporation, and Gary A. Goodell (the "Executive").

BACKGROUND
----------

The parties desire to enter into an employment agreement and to set
forth herein the terms and conditions of the Executive's employment by the
Company. Accordingly, in consideration of the mutual covenants and
agreements set forth herein and the mutual benefits to be derived here from,
and intending to be legally bound hereby, the Company and the Executive
agree as follows:

1. EMPLOYMENT.
----------

(a) DUTIES. The Company shall employ the Executive, on the terms
set forth in this Agreement, as Vice President Media. The Executive accepts
such employment with the Company and shall perform and fulfill such duties as
are reasonable and necessary for such position, subject to the Board of
Directors of the Company (the "Board"), for the Company and its subsidiaries,
devoting his best efforts to the performance and fulfillment of his duties
and to the advancement of the interests of the Company, subject only to the
direction approval, control and directives of the Board.

(b) PLACE OF PERFORMANCE. In connection with his employment by the
Company, the Executive shall be based in the West Palm Beach, FL metropolitan
area, except for required travel on Company business.

2. TERM.
----

The Executive's employment under this Agreement shall be for a
five-year term (the "Term") commencing as of September 24, 1999 (the
"Commencement Date") and shall continue uninterrupted for the Term. Each
year, on the anniversary date of the Commencement Date, the Term shall be
extended for an additional year, the effect of which is intended by the
parties to be that there shall always be a full five-year Term outstanding
under this Agreement.

3. COMPENSATION.
------------

(a) BASE SALARY. During the Term, the Executive shall be entitled
to receive an annual salary as follows:

(1) for the year ending September 24, 2000, $125,000;
(2) for the year ending September 24, 2001, $137,500;
(3) for the year ending September 24, 2002, $151,250, which
shall be the base salary (the "Base Salary") for the remaining Term, payable
in installments at

<PAGE>

such times as the Company customarily pays its other senior executive
employees (but in any event no less often than monthly)

(b) Each year thereafter, for the Term, the Executive shall receive
an increase in Base Salary of at least ten percent (10%)(but which may be
greater in the determination of the Compensation Committee) of the current Base
Salary, which increase shall be added to the then-current Base Salary to
become the new Base Salary for the purposes of this Agreement.

(c) In the event of a change in control such as would require the
Company to file a Form 8-K with the Securities and Exchange Commission if the
Company was a reporting company, the Executive shall be entitled to a lump
sum payment equal to the Base Salary, with minimum ten percent (10%)
increases each year, for the remaining Term, plus a lump sum bonus equal to
five times the largest bonus paid to Executive under this Agreement.

(d) BONUS. Executive shall receive an annual bonus in accordance
with a Company Bonus Plan adopted by the Compensation Committee of the Board.

4. HEALTH INSURANCE AND OTHER BENEFITS.

During the Term, the Executive shall be entitled to all employee
benefits offered by the Company to its senior executives and key management
employees, including, without limitation, all pension, profit sharing,
retirement, stock option, salary continuation, deferred compensation,
disability insurance, hospitalization insurance, major medical insurance,
medical reimbursement, survivor income, life insurance or any other benefit
plan or arrangement established an maintained by the Company, subject to the
rules and regulations then in effect regarding participation therein. In
addition, the Company shall procure and fund for Executive a life insurance
policy in the amount of one million dollars ($1,000,000), with the
beneficiary to be named by Executive.

5. REIMBURSEMENT OF EXPENSES.

The Executive shall be reimbursed for all items of travel ,
entertainment and miscellaneous expenses which the Executive reasonably
incurs in connection with the performance of his duties hereunder, provided
that that the Executive submit to the Company such statements and other
evidence supporting said expenses as the Company may reasonably require.

6. AUTOMOBILE ALLOWANCE.

The Company shall pay Executive a monthly automobile allowance of
seven hundred dollars ($700) for the first year of this Agreement, eight
hundred dollars ($800) per month for the second year and one thousand dollars
($1,000) per month thereafter, subject to increase by the Board.

<PAGE>

7. OPTIONS: GRANT OF SHARES

(i) thirty-three thousand, three hundred and thirty-three
(33,333) shares as of April 1, 2000;

(ii) thirty-three thousands, three hundred and thirty-three
(33,333) shares as of September 30, 1000;

(iii) thirty-three thousands, three hundred and thirty-four
(33,334) shares as of March 31, 2001.

Options will be exercisable upon vesting. In the event of a change in control
such that would require the Company to file a Form 8-K with the Securities
and Exchange Commission if the Company was a reporting company, all unvested
options will be immediately exercisable. Options may be exercised by the
Executive giving the Company a note equal to the exercise price of the
options exercised, which shall bear interest at a floating rate equal to the
Federal Funds Rate published in the Wall Street Journal as adjusted from time
to time.

(c) Upon execution of this Agreement, Executive shall receive a
grant of two hundred thousand (200,000) shares of the Company's common stock.

8. VACATIONS.

The Executive shall be entitled to the number of paid vacation days
in each calendar year determined by the Company from time to time for its
senior executive officers, but not less than four (4) weeks in any calendar
year (prorated in any calendar year during which the Executive is employed
hereunder for less than the entire year in accordance with the number of days
in such calendar year during which he is so employed). The Executive shall
also be entitled to all paid holidays given by the Company to its senior
executive officers.
<PAGE>

9. TERMINATION OF EMPLOYMENT

(a) DEATH OR TOTAL DISABILITY. In the event of the death of the
Executive during the Term, this Agreement shall terminate as of the date of
the Executive's death. Salary for the remaining Term shall be paid to
Executive's beneficiary or estate, and all health insurance benefits for
Executive's family shall be continued for at least two years following the
Executive's death. In the event of the Total Disability (as that term is
defined below) of the Executive for any consecutive twelve months during the
Term, the Company shall have the right to terminate this Agreement by giving
the Executive thirty (30) days' prior written notice thereof, and upon the
expiration of such thirty (30) day period, the Executive's employment under
this Agreement shall terminate. In the event of such termination, the salary
for the remaining Term shall be paid to Executive. If the Executive shall
resume his duties within thirty (30) days after receipt of such a notice of
termination, this Agreement shall continue in full force and effect. Upon
termination of this Agreement under this Section 9)a), the Company shall have
no further obligations or liabilities under this Agreement, except to pay to
the Executive's estate or the Executive, as the case may be, the portion of
salary that remains unpaid for the Term, including minimum increases and
continuation of benefits.

The term "Total Disability," as used herein, shall mean a mental or
physical condition which in the reasonable opinion of an independent medical
doctor selected by the Company renders the Executive unable or incompetent to
carry out the material duties and responsibilities of the Executive under this
Agreement at the time the disabling condition was incurred. If the Executive
is covered under any policy of disability insurance under paragraph 4, the
definition of Total Disability hereunder shall be the definition of that term
in such policy.

10. NO MITIGATION.

The Executive shall not be required to mitigate the amount of any
payment or benefit provided for in this Agreement by seeking other employment
or otherwise, nor shall the amount of any payment provided for in this
Agreement be reduced by an compensation earned by the Executive as the result
of his employment by another employer.

11. RESTRICTIVE COVENANT.

(a) COMPETITION. Executive undertakes and agrees that until two
years after termination of this Agreement, he will not compete, directly or
indirectly, or participate as a director, officer, employee, consultant
agent, consultant, representative or otherwise, or as a stockholder, partner
or joint venturer, or have any direct or indirect financial interest,
including, without limitation, the interest of a creditor, in any business
competing directly or indirectly with the business of the Company or any of
its subsidiaries.

<PAGE>

materials complied or obtained by or disclosed to Executive while employed by
the Company or its subsidiaries hereunder or otherwise are confidential and
the exclusive property of the Company and its subsidiaries.

(c) INJUNCTIVE RELIEF. The parties hereto agree that the remedy at
law for any breach of the provisions of this paragraph 11 will be inadequate
and that the Company or any of its subsidiaries or other successors or
assigns shall be entitled to injunctive relief without bond. Such injunctive
relief shall not be exclusive, but shall be in addition to any other rights
and remedies Company or any of its subsidiaries or their successors or
assigns might have for such breach.

12. INDEMNITY.

The Company shall indemnify and hold the Executive harmless to the
maximum extent permitted by law against any claim, action, demand, loss,
damage, cost, expense, liability or penalty arising out of any act, failure
to act, omission or decision by him while performing services as an officer,
director or employee of the Company, other than as act,omission or decision
by the Executive which is not in good faith and is without his reasonable
belief that same is, or was, in the best interests of the Company. To the
extent permitted by law, the Company shall pay all attorney's fees, expenses
and costs actually incurred by the Executive in connection with the defense
of any of the claims referenced herein.

13. MISCELLANEOUS.

(a) NOTICES. Any notice, demand or communication required or
permitted under this Agreement shall be in writing and shall either b
hand-delivered to the other party or mailed to the addresses set forth below
by registered or certified mail, return receipt requested, or sent by
overnight express mail or courier or facsimile to such address, if a party
has a facsimile machine. Notice shall be deemed to have been given and
received when so hand-delivered or after three business days when so
deposited in the U.S. Mail, or when transmitted and received by facsimile or
sent by express mail properly addressed to the other party. The addresses are:
<PAGE>

To the Company:

Media Vision Productions, Inc.
105 S. Narcissus Avenue
West Palm Beach, FL 33401

To the Executive:

Mr. Gary A. Goodell
3235 Pinehurst Circle
Colorado Springs, CO 80909

The foregoing addresses may be changed at any time by written notice given in
the manner herein provided.

(b) INTEGRATION: MODIFICATION. This Agreement constitutes the entire
understanding and agreement between the Company and the Executive regarding its
subject matter and superseded all prior negotiations and agreements, whether
oral or written, between them with respect to its subject matter. This
Agreement may not be modified except by a written agreement signed by the
Executive an a duly authorized officer of the Company.

(d) BINDING EFFECT. This Agreement shall be binding upon, and inure
to the benefit of the parties, including and their respective heirs,
executors, successors and assigns, except that this Agreement may not be
assigned by the Executive.

(e) WAIVER OF BREACH. No waiver by either party of any condition or
of the breach by the other of any term or covenant contained in this
Agreement, whether by conduct or otherwise, in any one or more instances
shall be deemed or construed as a further or continuing waiver of any such
condition or breach or a waiver of any other condition, or the breach of any
other term or covenant set forth in this Agreement. Moreover, the failure of
either party to exercise any right hereunder shall not bar the later exercise
thereof.

(f) GOVERNING LAW AND INTERPRETATION. This Agreement shall be
governed by the internal laws of the Delaware. Each of the parties agrees
that he or it, as the case may be, shall deal fairly and in good faith with
the other party in performing, observing and complying with the covenants,
promises, duties, obligations, terms and conditions to be performed,
observed or complied with by him or it, as the case may be,

<PAGE>

hereunder; and that this Agreement shall be interpreted, construed and
enforced in accordance with the foregoing covenant notwithstanding any law to
the contrary.

(g) HEADINGS. The headings of the various sections and paragraphs
have been included herein for convenience, only and shall not be considered
in interpreting this Agreement.

(h) COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement has been executed by the
Executive and on behalf of the Company by its duly authorized officer(s) o;n
the date first above written.

Media Vision Productions, Inc.

By: /s/ JOHN P. SGARLAT
---------------------------------
John P. Sgarlat

/s/ GARY A. GOODELL
----------------------------
Gary A. Goodell

<PAGE>

Exhibit 10.2

ROCKY MOUNTAIN MUSIC MARKETING

IRREVOCABLE ASSIGNMENT FOR CONSIDERATION

This Assignment if effective the 20th day of February 1999, between Rocky
Mountain Music Marketing (hereinafter "RM"), 325 Pinehurst Circle, Colorado
Springs, CO 80908, and Media Vision Production Corporation (hereinafter
"MVP"), Suite 701, 105 S. Narcissus Avenue, West Palm Beach, FL 33401.

RECITALS

I. WHEREAS, RM has a contract dated July 25, 1996, with Independence
Public Media Philadelphia for the production, promotion and distribution
of programming for Public Broadcast television stations nationwide
(hereinafter the "Contract").

II. WHEREAS, this contract was amended on February 16, 1999, the parties
hereby agree as follows:

III. WHEREAS, Section 29, page 13, allows the Contract to be assigned;

IV. RM warrants and represents that the Contract is not, nor has ever
been, subject to any liens, liabilities or litigation, and RM also
warrants that this Contract has not been previously assigned;

V. WHEREAS, RM through its sole proprietor, Gary A. Goodell, requested
and received significant stock and cash compensation from MVP as full
payment for irrevocable assignment of this contract to MVP.

VI. WHEREAS, Gary A. Goodell became an officer and director of MVP based
upon his desire to execute this agreement.

VII. RM hereby assigns all of its rights, title and interest in this
contract to MVP. This agreement is irrevocable.

2/23/99 Rocky Mountain Music Marketing (RM)
-------------------
Date By: /s/ Gary Goodell
--------------------------------------
(Gary Goodell, Sole Proprietor)

2/23/99 Media Vision Production Corporation (MVP)
-------------------
Date By: /s/ John P. Scarlet
--------------------------------------
(John P. Scarlet, Chairman)

<PAGE>

Exhibit 10.3

AGREEMENT

This agreement ("Agreement") is effective the 25 day of July 1996 and
between Independence Public Media of Philadelphia, Inc. ("IPMP"), 6070 Ridge
Avenue, Philadelphia, PA 19128 and Rocky Mountain Music Marketing ("RM"), 325
Pinehurst Circle, Colorado Springs, Colorado 80908.

RECITALS

WHEREAS, RM has developed the concept for "Public Property
Entertainment" which will be comprised of a series of programs ("Programs")
consistent with programming already airing on Public Broadcast in which the
Public Stations will participate;

WHEREAS, the parties now desire to undertake the project entitled
"Public Property Entertainment" and enter into this Agreement setting forth
the terms and conditions under which the parties will proceed with the:

a. Production, promotion, marketing and distribution of the program; and

b. Sales of the program related ancillary products (a. + b. collectively
"Program");

WHEREAS, merchandise related to the programs will be created
("Products");

NOW, THEREFORE, in consideration of the mutual benefits provided
herein and intending to be legally bound hereby, the parties agree and
covenant as follows:

1. THE PROGRAM. The Program shall be consistent with programming already
airing on Public Broadcasting and in accordance with all laws and Federal

<PAGE>

Communication Commission ("FCC") rules and regulations governing broadcasting
and standard broadcasting practices of the Public Broadcasting Service
("PBS"). All versions of the Program are intended for initial distribution
over public broadcasting stations in the United States. Each 30 and 60 minute
Program shall include a toll-free number including a direct response
announcement soliciting orders for Products. Each program shall be
copyrighted in the name of RM which agrees to take all steps necessary to
secure registration of such copyrights prior to broadcast. All rights in and
to the Programs shall belong to RM subject to the rights granted to IPMP
below. It is understood and agreed that RM retains all other worldwide rights
to distribute the Programs and Products with no revenue sharing with IPMP.

2. THE PRODUCTS. RM shall design, create, order, and distribute all
Products. IPMP is not the designer, seller, manufacturer or sales and
marketing agent of the Products. All costs and expenses of acquiring and
providing the Products will be the sole responsibility of RM. It is
understood that IPMP has no financial obligation or other responsibility in
developing, acquiring or providing any Products relating to the Program. In
addition to the retail price of Products offered, RM may collect and retain a
reasonable shipping and handling fee and such shipping and handling fee shall
not be part of the gross proceeds to be proportionately shared by both
parties.

3. TERM OF AGREEMENT. This Agreement shall have a term of five (5)
consecutive years beginning after the first release of the first Program in a
series of Programs to public television stations subject to the following
requirements: IPMP shall distribute by making the Program available for
airing to a minimum audience composed

-2-
<PAGE>

of 30% of the Public Broadcast audience as defined by Nielsen designated
market areas during any six (6) month period.

4. TERMINATION. Either party may terminate this Agreement by giving the
other 6 months written notice prior to the expiration of any term, otherwise
it shall automatically renew under the same terms and conditions for an
additional term of five (5) years. In the event of termination, all rights to
the Program and/or Products shall belong to RM and all rights granted
hereunder to IPMP shall terminate. This Agreement shall terminate at the
election of the non-defaulting party in event of a default by the other
party.

5. RIGHT OF FIRST REFUSAL OF IPMP. RM shall exclusively present to IPMP
all its new Programs and all new program ideas for public television national
distribution. IPMP shall have the right of first refusal to produce or
co-executive produce and present on substantially the same terms and
conditions as convened herein any subsequent programs to be produced by RM
for initial public television distribution. Such right of first refusal must
be exercised by IPMP within sixty (60) days of presentation of the program or
programs outlined by RM.

6. RM RESPONSIBILITIES. RM is solely responsible for providing and/or
doing the following with respect to Programs and Products:

a. venue and set;

b. television mobile unit, crew, producer, director and associate
director;

c. all talent appearing in the Program or series;

-3-

<PAGE>

d. all videotape stock required for production and distribution of
the program;

e. lighting director, crew and additional lighting requirements;

f. musical arranger;

g. audio mobile unit with director and crew;

h. music and other clearances for the Program and all other related
products;

i. security for production equipment and talent while at set and venue;

j. development of press kits and other standard promotional
materials for the program;

k. insure an adequate inventory to fill all related Product orders;

l. copyright and service mark registrations as appropriate and
required by law;

m. all videotape, audio cassette and compact disc orders for
inventory shall be made by RM. It is RM's sole responsibility to supply an
inventory adequate to fill orders within a reasonable time period;

n. reasonable quantities of promotional copies of the Program(s)
will be made available for any mutually agreed upon promotional campaign. The
cost of these tapes will be borne by RM;

o. quarterly accounting and payment to IPMP no later than 30 days
following the close of each calendar quarter for Product(s);

-4-
<PAGE>

p. pay IPMOP 10% of funds received from third-party funders for the
funding of the Program(s);

q. RM shall provide to IPMP at least two (2) Programs per year. The
first Program is to be produced on or before October 1, 1999 of this
Agreement, with additional Programs to be provided by RM to IPMP within each
successive six (6) month calendar period hereafter. (Gary Goodell 2/16/99
Sheeri Culver 2/16/00). Each Program shall have a minimal production cost of
$250,000 per Program, however, if there are a series of Programs produced in
any six months, the series of Programs shall in the aggregate total $250,000.

r. all other goods, services and things relating to the production and
sale of the Program(s) and Product(s).

7. RIGHTS TO THE SERIES. RM is the owner of the Program(s). RM hereby
grants to IPMP the exclusive and irrevocable rights to copy and distribute
each program for distribution over broadcast television, basic cable
television, pay-cable television, direct broadcast from satellite television
and any other broadcasting technologies for the United States. RM shall
decide when to distribute to non-public television broadcast channels, in its
sole discretion. Furthermore, RM may, in its sole discretion, determine when
to withdraw the Programs from public broadcast distribution.

8. IPMP RESPONSIBILITIES. IPMP is responsible as follows:

a. during production of Program(s), IPMP will pay out of funds
provided by RM all invoices as RM shall direct and approve. Such payment
shall be made within two weeks of submission of payment instructions in
writing to IPMP.

-5-
<PAGE>

Disbursements may include, but are not limited to: marketing and promotion of
the Program(s), artist research and development, contracting the rights of
the artist(s) to perform along with all necessary back-up artist(s), venue
center rent, orchestra costs, concert director, concert producer, special
effects and lighting, press conferences, celebrity travel and expenses, press
kits, video director along with truck and equipment and ancillary support,
music producer along with truck and equipment and ancillary support, video
post-production, music post-production, legal, insurance and accounting.

b. IPMP will distribute the Programs and/or license and/or sell the
Programs to public television stations (and upon expiration of Public
Television Broadcasting exclusive rights to non-Public Broadcasting entities)
who wish to exercise rights relating to the Programs.

c. IPMP shall, by offering for airing distribute the Program(s) to and
offer for broadcast to Broadcast Television, basic cable television, pay-cable
television and direct broadcast from satellite television within sixty (60)
days of the withdrawal of the Program from Public Broadcast distribution, and
the Program shall be made available to be viewed nationally by at least 30%
of the national viewing audience as defined by Nielsen's Designated Market
Areas during any 6 month period.

9. RIGHTS TO THE PROGRAMS.

RM shall be owner of and hold the copyright of each program in the
Program. RM hereby grants to IPMP the exclusive and irrevocable right to copy
and

-6-

<PAGE>

distribute the Program(s) for performance over public broadcast television,
broadcast television, basic cable television, pay cable television and direct
broadcast from satellite television, and any other broadcast technology for
the United States.

10. PROGRAM(S) UNDERWRITING. All underwriting obtained for the
Program(s) and the promotional and television credit shall be in accordance
with all laws and FCC rules and regulations governing broadcasting and
standard broadcasting practices of public television.

11. PROGRAM CONTENT. Program content shall be in accordance with all
laws and FCC rules and regulations governing broadcasting and standard
broadcasting practices of the Public Broadcasting System.

12. THIRD PARTY FUNDING. For certain tax and public relations
purposes, certain outside corporate or individual sources may choose to fund
a portion of the cost related to the production and distribution of the
Program(s). All efforts to obtain the above-mentioned third-party funding
shall be made by RM and all such funds shall be paid to IPMP.

13. REVENUE DISTRIBUTION. All gross revenues received from the sale of
video tapes, audio cassettes, compact discs and other Products shall be
distributed to the parties as set forth in Exhibit "A" which is attached
hereto and made a part hereof. IPMP will share, during the term of this
Agreement, in all Product sales. All Product sales includes but is not
limited to the distribution of the Program by broadcast television, video
cassette, basic cable television, pay cable television and direct broadcast
from satellite television or other broadcast technologies in the United
States.

-7-
<PAGE>

During the term of this Agreement, all gross revenue received from the
syndication of the Program(s) shall be divided as follows:

a. IPMP shall receive seven (7%) percent of the gross revenue
received from all sales; and

b. RM will receive ninety-three (93%) percent of the gross
revenues received from all sales.

14. SYNDICATION VENTURES. RM will have final approval of all
syndication ventures.

15. PRODUCT PRICES. The price at which the Products shall be sold
shall be reasonable and determined by RM in its reasonable discretion.

16. MAILING LIST. It is agreed that the mailing list created from the
"Public Property Entertainment" Product sales shall belong to RM. However,
IPMP may use the mailing list obtained from Product sales within their
viewing area for any purposes.

17. CONSULTATION. The importance of cooperation by and between the
parties is recognized by the parties. Therefore, in order to effectuate an
efficient and profitable administration of this Agreement, the parties agree
to consult regularly concerning this Agreement and duties hereunder and to
provide each other in a timely fashion, information and materials required
for each to carry out its responsibilities hereunder.

18. SERIES CREDIT. The production credit appearing on the Program(s)
and any materials promoting the Program(s) shall read as follows:

"Public Property Entertainment is a co-
production of WYBE-TV and Rocky Mountain
Music Marketing or its designated affiliates.

-8-

<PAGE>

Additional support was provided by
_____________".

19. AUDIT. Each party shall maintain true and complete books of
account containing an accurate record of all data necessary to account for
revenues, costs and expenses hereunder in accordance with generally accepted
accounting principles. Each party shall have the right to examine and copy
such books and records of the other regarding Programs and Products for the
purposes of verifying the accuracy thereof and the amounts of payments made
under the Agreement. Any such examination shall be made not more than twice
in each calendar year and shall take place during normal business hours at
the party's place of business upon reasonable notice from the other party.
Each parties' right of review with respect to any financial report shall be
terminated two years after the close of each fiscal year. Any fees and
expenses of accountants performing such verification shall be borne by the
requesting party.

20. WARRANTY AND INDEMNIFICATION. Each party warrants and represents
that is has the full right, power and authority to enter into this Agreement
and to grant the rights and undertake the obligations provided herein and
that each party is legally bound hereby. Each party ("Indemnifying Party")
shall indemnify and hold the other party ("Indemnified Party") harmless from
and against any and all loss, damage, liability, cost and expense, including
all court costs and attorneys' fees (incurred by the indemnified party
resulting from any breach of warranty, representation, agreement or
obligation made herein by the Indemnifying Party. In all cases of indemnity
with

-9-

<PAGE>

respect to a claim made by any third party, the party seeking indemnification
shall give notice to the other party or parties, who thereupon shall have the
right to assume the defense and settlement of the claims upon which indemnity
is being sought.

21. INSURANCE. Each party warrants that it has appropriate errors and
omissions and other insurance covering risks inherent in the television
production/print publication industry, including without limitation,
copyright, patent and trademark infringement, defamation and invasion of
privacy in an amount not less than $1 million dollars. A certification of the
existence of such insurance shall be delivered to any party requesting same
within two weeks of a written request for same.

22. FCC PROHIBITIONS. The parties agree that they shall refrain from
accepting any compensation, gift or gratuity whatsoever (regardless of value
or forum) if such compensation, gift or gratuity is received directly or
indirectly, under any express or implied agreement, understanding or
authorization, effecting in any way the content of the Program(s) in a manner
contrary to Sections 317 and 508 of the Communications Act of 1934 as amended.

23. FORCE MAJEURE. No party shall be deemed in default or otherwise
liable hereunder due to that party's inability to perform by reason of any
fire, earthquake, flood, epidemic, accident, explosion, casualty, strike,
lockout, labor controversy, riot, civil disturbance, act of public enemy,
embargo, war, act of God, or any municipal, county, sate or national ordinance
or law, or any executive, administrative or judicial orders (which judicial
orders are not the result of any act or omission to act which would
constitute a default hereunder) or any failure or delay of any
transportation, power or

-10-
<PAGE>

other essential thing required or similar causes beyond that party's control.

24. NO JOINT VENTURE. The parties expressly agree that it is not
intended in any way that this Agreement be interpreted as a joint venture
or partnership between the parties. Neither of the parties hereto will make
representations to outside parties that a partnership exists or that the
other party hereto is responsible for its debts.

25. NOTICES. Any notice required to be given by the terms of this
Agreement shall be deemed to have been given when the same is sent by
certified mail, postage prepaid, and properly addressed to the other party at
locations specified herein as follows:

William J. Rinier, General Manager
Independence Public Media of Philadelphia, Inc.
6070 Ridge Avenue
Philadelphia, PA 19128

and for Rocky Mountain Music Marketing

Gary Goodell
Rocky Mountain Music Marketing
3235 Pinehurst Circle
Colorado Springs, CO 80908

or at such other addresses as such other party may supply by written notice
from time to time.

26. DEFAULT. The occurrence of any one or more of the following events
shall constitute an event of default of this Agreement:

a. The failure of any party to make any payment within
fifteen (15) days of due date after 10 days written notice;

b. The failure of any party to observe or perform any material
non-

-11-
<PAGE>

payment covenant, agreement or obligation under this Agreement within
fifteen (15) days of due date after 10 days' written notice;

c. The material breach of any representation or warranty
hereunder.

27. NON-COMPETITION. So long as IPMP shall be legally bound under
this Agreement, IPMP shall not either directly or indirectly by itself or
through any affiliate, promote, market, sell or otherwise distribute or be
associate with, whether as principal, agent, distributor, representative,
stockholder or otherwise, any person or entity which promotes, markets, sells,
or otherwise distributes to a national audience similar products along the
marketing strategies of RM in regard to musical projects and television
series with a budget in excess of $135,000.

IPMP shall NOT BE BOUND by this non-compete clause if it first
presents, in writing, an idea for approval to RM for a new program and, if
within 30 days of presentation, RM, or any of its associates, do not agree in
writing to be legally bound to provide all necessary funding for the program
idea under the terms and conditions as set forth by IPMP.

28. CONFIDENTIAL INFORMATION. From time to time, each party may make
available to the other information of a confidential nature regarding the
products and/or its operations, including without limitation, product
descriptions and specifications, product lists, equipment, marketing plans,
strategies and materials, techniques, methods, data and other trade secrets
of RM or IPMP (collectively "Confidential Information").

In consideration of the mutual obligations of the parties under
this Agreement,

-12-
<PAGE>

each party agrees that it will not disclose, divulge, copy or otherwise use
or transmit, in competition with or contrary to the interests of the other
party, any Confidential Information during the terms of this Agreement and
thereafter, it being acknowledged that all such information and materials
obtained by or disclosed to each party in the course of performing services
under this Agreement are confidential and the exclusive property of the other
party.

29. ASSIGNMENT. RM may assign this Agreement.

30. RECITALS. All recitals set forth above are incorporated herein by
reference as though fully set forth at length.

31. GOVERNING LAW. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania without reference to Pennsylvania's principles
of conflicts of laws.

32. INTEGRATION CLAUSE. This Agreement contains the entire Agreement
between the parties. There are no other understandings or Agreements, verbal
or otherwise, in relation thereto, except those expressly set forth herein.
The parties have not relied on any statement, projection, report, information
or other representation or warranty except for those representations and
warranties specifically set forth in this Agreement.

33. SEVERABILITY. No determination by any court, governmental body,
arbitration or other judicial body that any provision of this Agreement or
amendment is invalid or unenforceable in any instance shall effect the
validity or enforceability of any other provision of this Agreement. Each
provision shall be valid or enforceable to the fullest

-13-
<PAGE>

extent permitted by, and shall be construed where and whenever possible as
being consistent with applicable law.

34. NO WAIVER OF DEFAULT. This Agreement shall remain in full force
and effect unless and until terminated under and pursuant to the terms of
this Agreement. The failure of either party to insist upon strict
performance under the provisions of this Agreement shall in no way effect the
right of such party thereafter to enforce the same, nor shall waiver of any
breach of any provision hereof be construed as a waiver of any subsequent
default of the same or similar nature, nor shall it be construed as a waiver
of strict performance of any obligations herein.

35. PERSONS BOUND. This Agreement shall be binding upon, and inure to
the benefit of the parties hereto and their respective heirs, representatives,
successors and assigns.

36. NO ORAL MODIFICATION. This Agreement may not be modified or
amended except in writing executed by the parties.

37. HEADINGS NOT PART OF AGREEMENT. Any headings preceding the text of
the several paragraphs and sub-paragraphs hereof are inserted solely for
convenience and reference and shall not constitute a part of this Agreement
nor shall they effect its meaning, construction or effect.

38. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which will be an original which together shall constitute one and the same
instrument.

39. SURVIVAL. All parties agree that the representations, warranties
and obligations hereunder shall survive any closing or exchange dates
hereunder.

-14-
<PAGE>

40. MUTUAL COOPERATION. Each party shall, at any time and from time to
time thereafter, take any and all steps to execute and perform the Agreement,
acknowledge and deliver it to the other party and execute any and all further
instruments and/or documents that the other party may reasonably require for
the purpose of giving full force and effect to the provisions of this
Agreement.

41. TELEFACSIMILE EXECUTION. Delivery of an executed counterpart of
this Agreement by telefacsimile shall be equally as effective as delivery of
a manually executed counterpart of this Agreement. Any party delivering an
executed counterpart of this Agreement by telefacsimile also shall deliver a
manually executed counterpart of this Agreement, but the failure to deliver a
manually executed counterpart shall not affect the validity, enforceability
or binding effect of this Agreement.

42. ARBITRATION. In the event of any dispute under or relating to the
terms of this Agreement, or the breach, validity, or legality thereof, it is
agreed that the same shall be submitted to arbitration in Philadelphia,
Pennsylvania, in accordance with the rules of commercial arbitrations
promulgated by the American Arbitration Association, and judgment upon the
award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The prevailing party in the arbitration shall be
entitled to recover any and all reasonable attorneys' fees and other costs
incurred as a result of the arbitration proceeding.

-15-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have affixed their signatures
below on the date first written above, intending to be legally bound hereby.

INDEPENDENCE PUBLIC MEDIA
OF PHILADELPHIA, INC.

7/25/96 BY: /s/ Carl G. Cooper (SEAL)
- ---------- -------------------
Date CARL G. COOPER, Esquire
President

INDEPENDENCE PUBLIC MEDIA
OF PHILADELPHIA, INC.

7/25/96 BY: /s/ William J. Rinier (SEAL)
- ---------- ---------------------
Date WILLIAM J. RINIER
General Manager

ROCKY MOUNTAIN MUSIC
MARKETING

7/25/96 BY: /s/ Gary Goodell (SEAL)
- ---------- -----------------
Date Gary Goodell
Sole Proprietor

-16-
<PAGE>

EXHIBIT A

DISTRIBUTION OF PROCEEDS:

RMMM will have the unrestricted right to sell and distribute these products
at such prices as RMMM may, in its sole judgment, determine. RMMM in is sole
judgement, may also offer the products in various and different combinations
or packages.

It is understood by the parties that the exact product line, pricing and sales
channels to be utilized cannot be specified at this time. These issues will
be negotiated by RMMM at its sole discretion.

There are various channels through which products are distributed to
consumers. The potential profitability varies greatly in each area. The
parties acknowledge that IPMOP, Inc. will participate in each channel as
outlined below.

<TABLE>
<CAPTION>
=================================================================================
DISTRIBUTION CHANNEL IPMOP, INC. PARTICIPATION
- ---------------------------------------------------------------------------------
<S> <C>
PUBLIC BROADCAST TELEVISION (LOCAL) * OF GROSS RETAIL PRICE
(LOCAL)+
- ---------------------------------------------------------------------------------
PUBLIC BROADCAST TELEVISION * OF GROSS RETAIL PRICE
(NATIONAL) (NATIONAL)+
- ---------------------------------------------------------------------------------
BROADCAST & CABLE TV * OF GROSS RETAIL MINUS
COST OF MEDIA AND COST OF
TELEMARKETING PER UNIT++
- ---------------------------------------------------------------------------------
ALL TELEVISION UPSELL * OF GROSS RETAIL PRICE MINUS COST OF
MEDIA AND COST OF TELEMARKETING PER
UNIT++
- ---------------------------------------------------------------------------------
TV SHOPPING NETWORKS * OF GROSS WHOLESALE PRICE
- ---------------------------------------------------------------------------------
DIRECT MAIL * OF GROSS WHOLESALE PRICE
- ---------------------------------------------------------------------------------
RETAIL * OF NET SALES
- ---------------------------------------------------------------------------------
OUTBOUND TELEMARKETING * OF NET RETAIL PRICE
=================================================================================
</TABLE>

+ DOES NOT INCLUDE PREMIUM SALES TO PUBLIC STATIONS
++ COST OF MEDIA PER UNIT WILL ONLY APPLY TO SALES OVER BROADCAST AND CABLE
TELEVISION, NOT PUBLIC BROADCAST TELEVISION SALES.

SUCH COST OF MEDIA IS DESCRIBED AS THE GROSS COST OF AIR TIME CHARGED TO RMMM
BY THE BROADCAST AND CABLE NETWORKS TO MARKET THE PRODUCT DIVIDED BY THE
NUMBER OF PRODUCT UNITS SOLD DURING ALL AIR TIME, COMPUTED ON A QUARTERLY
BASIS. IPMOP, INC. UNDER THIS AGREEMENT, HAS THE RIGHT TO AUDIT THE BOOKS OF
RMMM FOR SUCH COSTS.

* CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

Exhibit 10.4

LICENSE AGREEMENT

This license agreement dated October 5, 1999, hereinafter referred to as (the
"Agreement") between Spartan Sporting Goods and Fashions Inc., a New York
Corporation located at 75 Front Street, Brooklyn, New York 11201, hereinafter
referred to as (the "Licensor"), and Media Vision Productions Inc., a
Delaware Corporation located at 105 Narcissus Avenue Suite 701, West Palm
Beach, Florida 33414, hereinafter referred to as (the "Master Licensee").
Effective October 1, 1999, the corporate name of Media Visions Production,
Inc. was changed to eCONTENT, Inc.

WHEREAS, The Master Licensee desires to license from the Licensor, "Spartan",
hereinafter referred to as (the "Property") upon the terms and conditions set
forth below.

NOW, THEREFORE, in consideration of the mutual promises and undertaking
herein contained and for other goods and valuable consideration, and
intending to be legally bound, the parties agree to as follows:

TERM:
This contract begins January 1, 2000 and ends January 1, 2003

FIRST OPTION TO EXTEND:
At the end of the initial three-year term of this Agreement, the Master
Licensee shall have the option to extend the term of this Agreement for an
additional three-year period, provided that the following conditions are
satisfied:

1) Master Licensee is not in default under this Agreement:

2) Master Licensee has paid all Non-Refundable Payments,
Minimum Monthly Payments and Quarterly Royalty Payments
on a timely basis; and

3) During the previous three-year period, Master Licensee has
paid Licensor a minimum of Seven Hundred Thousand Dollars
($700,000.00) in Non-Refundable Payments, Minimum Monthly
Payments and Quarterly Royalty Payments under this Agreement.

SECOND OPTION TO EXTEND:
At the end of the first option period, the Master Licensee shall have the
option to extend the term of this Agreement for an additional three-year
period, provided that the following conditions are satisfied.

1) Master Licensee is not in default under this Agreement:

<PAGE>

2) Master Licensee has paid all Non-Refundable Payments,
Minimum Monthly Payments and Quarterly Royalty Payments
on a timely basis; and

3) During the previous three-year period, Master Licensee has paid
Licensor a minimum of One Million Dollars ($1,000,000.00) in
Non-Refundable Payments, Minimum Monthly Payments and Quarterly
Royalty Payments under this Agreement.

LICENSE:
The Licensor hereby grants to the Master Licensee, the exclusive right,
through any and all sales channels, to the names Spartan, Spartan Sporting
Goods & Fashions, and all images, logos, trademarks, classifications,
copyrights and product lines owned by Spartan and Spartan Sporting Goods &
Fashions, as set forth in Exhibit "A", page 9 attached hereto for the
following categories.

1) All men, women and children's apparel.
2) All sports, gym and exercise equipment.
3) All accessories (mutual agreement by both parties on certain
products).

The Licensor shall provide to the Master Licensee, a copy of all trademarks,
copyrights, logos, and images, to which it has any proprietary rights. The
Licensor further agrees to the Master Licensee that the Licensor will
maintain such rights for the term of this Agreement.

The Master Licensee shall have as the Licensor has, the right to promote and
publicize through all Media including but not limited to TV, radio, Internet,
mail and the use of celebrity spokespersons to enhance and create the demand
for Spartan and the sales of its products.

OWNERSHIP OF RIGHTS:
U.S. Patent and Trademark Washington D.C. registration 1,984,904.
International number 22,23,25,28,38,39,50.

SALES CHANNELS:
a. Sales channels shall mean sales of goods by Master Licensee, directly
or through its authorized sub-licensees, manufacturers, wholesalers,
representatives, or distributors, to or through any source.
b. Mail order sales shall mean sales of goods by Master Licensee directly
or through its authorized sub-licensees, manufacturers, wholesalers,
representatives, or distributors to consumer through mail solicitation
of any type.
c. Media sales shall mean sales of goods by Master Licensee directly or
through its authorized sub-licensees, manufacturers, wholesalers,
representatives, and distributors through all media, including but not
limited to radio, print, mail, telemarketing, and television of any
kind.

2
<PAGE>

d. The Licensor and The Master Licensee shall have equal rights to sell on the
Licensor's existing website, i.e. spartanusa.com, and any future websites
that the Licensor or the Master Licensee may create. In the event of a
default of this Agreement, (as described on Page 6, (RIGHT OF TERMINATION)
all rights, titles and interests in the Licensor existing website, i.e.
spartanusa.com or Master Licensee Websites shall automatically revert back
to Edward Post.
e. Direct sales mean any products manufactured or distributed by Media Vision
Productions Inc., without a sub-license or wholesaler. Direct sales do not
include sales through mass marketers, i.e. Wal-Mart Stores, Kmart, Target,
and national chains, etc. or sales through public broadcast television.
The Licensor shall receive 10% of all monies received by Media Vision
Productions Inc., from direct sales of the product, i.e. all shopping from
home TV networks or channels, infomercials, print ads, telemarketing,
direct mail, credit card syndication, specialty store, Internet or any
other outlet for direct sales. However, this provision shall not preclude
the Licensor from selling its existing products or any new products that
may be developed by them through their existing website.
f. The Master Licensee must supply to the Licensor, a copy of any and all
transactions with its present or future authorized sub-licensees,
manufacturers, wholesalers, representatives, or distributors, etc.,
regarding the Property, within 72 hours of such transactions.

ASSIGNMENT:
This agreement can be assigned without restriction by Master Licensee to any
entity that would not be: "IN CONFLICT OF INTEREST" -- "OR IN COMPETITION WITH"
the existing logos, trademarks, copyrights, related names and product of
licensor i.e. "EVERLAST", "FILA", AND "B.U.M. SPORTS".

TERRITORY:
The World excluding Europe (with the exception of all Internet Marketing which
is worldwide) and the exception of mass marketers i.e. international equivalent:
Wal-Mart, Kmart, Target, etc. The Licensor has the first right of refusal to
develop a mutually acceptable marketing proposal for other countries. In such
event, the Master Licensee will receive 30% of all income generated therefrom.

ROYALTY PAYMENTS AND REPORTINGS:
For the use of the Property, the Master Licensee shall pay to the Licensor, a
royalty that is equal to thirty percent (30%) of all royalty income received by
Master Licensee on all sales of goods and including any down-payments, bonuses,
"up-front", or any other monies the Master Licensee may receive from any of its
sub-licensees, manufacturers, wholesalers, representatives or distributors and
all sources on all sales. It is understood that Licensor will receive 40% of
all royalty income received by Master Licensee on all sales of goods and
including any down payments, bonuses, "up-front", or any other monies the Master
Licensee may receive from wholesalers, representatives or distributors and all
sources on all sales of underwear and swimwear. The Licensor shall also
receive 50% of all royalty income received by the Master Licensee on all
sales of goods and including any down-payments, bonuses, "up-front", or any
other monies the Master

3
<PAGE>

Licensee may receive from any of its sub-licensees, manufacturers, wholesalers,
representatives or distributors and all sources on all Internet sales, as
described on Page 2, LICENSE. The Licensor shall continue to receive 100% of the
income and royalty of all sales generated from its own and existing website,
i.e., spartanusa.com, with any and all existing products, through the life of
this contract. The royalties shall be paid by Master Licensee not later than
the 30th day after the close of every calendar quarter during the original term
of this Agreement and any extension thereof, and thereafter so long as any sales
are made by the Master Licensee pursuant to this Agreement. At the end of each
quarter, the Master Licensee shall furnish the Licensor with a full and complete
statement showing the number of goods that have been sold by the Master Licensee
or its authorized sub-licensees, manufacturers, wholesalers, representatives, or
distributors during the preceding calendar quarter, and the sales price of such
goods. All late payments hereunder shall be subject to a 2% per month (24%
annual) late charge. It is further understood, that the Licensor may develop
and market a "high-end/high price point" line of Spartan related fashion. The
Master Licensee will receive 30% of all royalties emanating from sales of the
"high-end/high price point" line to sources, which Licensor had not done
business with prior to execution of this contract. In this regard, the Licensor
shall provide the Master Licensee reciprocal records and bookkeeping
obligations. Master Licensee shall have complete discretion to establish
royalty ratios and other terms for any of its sub-licenses under this Agreement.

NON-REFUNDABLE PAYMENTS: (SEE ADDENDUM FOR STOCK TRANSACTION)
The Master Licensee shall also pay to Edward Post, the following annual
non-refundable license fee for the use of the Spartan name by January 1 of each
year during the term of this Agreement and any extension thereof.

<TABLE>
<CAPTION>
YEAR ANNUAL LICENSE FEE
---- ------------------
<S> <C>
1 -- JANUARY 1, 2000 $25,000
2 -- JANUARY 1, 2001 $25,000
3 -- JANUARY 1, 2002 $25,000
4 -- JANUARY 1, 2003 $30,000
5 -- JANUARY 1, 2004 $36,000
6 -- JANUARY 1, 2005 $43,200
7 -- JANUARY 1, 2006 $51,850
8 -- JANUARY 1, 2007 $62,200
9 -- JANUARY 1, 2008 $74,650
</TABLE>

The annual license fee shall be in addition to the normal royalty payments. The
non-refundable payments will be added along with all Quarterly Royalty Payments
and any Cumulative Payments for third year renewal and new renewals.

MINIMUM MONTHLY PAYMENTS:
The Master Licensee also agrees to transfer, on a monthly basis, by electronic
funds from the bank account of the Master Licensee to the Licensor's Spartan
bank account, the

4
<PAGE>

following monthly minimum payments, starting January 1, 2000, and on the 1st
day of each month thereafter during the term of this Agreement and any
extensions thereof.

<TABLE>
<CAPTION>
YEAR NUMBER OF PAYMENTS MONTHLY PAYMENT
- ---- ------------------ ---------------
<S> <C> <C>
1 - JANUARY 1, 2000 12 $ 5,000
2 - JANUARY 1, 2001 12 $ 6,000
3 - JANUARY 1, 2002 12 $ 7,200
4 - JANUARY 1, 2003 12 $ 8,640
5 - JANUARY 1, 2004 12 $10,368
6 - JANUARY 1, 2005 12 $12,442
7 - JANUARY 1, 2006 12 $14,930
8 - JANUARY 1, 2007 12 $17,916
9 - JANUARY 1, 2008 12 $21,500
</TABLE>

The minimum monthly payments shall be credited as a payment against the
Quarterly Royalty Payments to be paid by the Master Licensee.

FIRST CONTRACT (ADDENDUM): SEE PAGE 10

STOCK CONTRACT (ADDENDUM): SEE PAGE 11

BOOKS AND RECORDS:

The Master Licensee shall keep full, complete and accurate books of account
and records covering all transactions relating to the subject matter of this
Agreement. The Licensor, through its authorized representative shall have the
right to examine such books of account and record and other documents and
material in Master Licensee's possession or under its control insofar as they
relate to the manufacture and sale of Spartan goods. The Licensor and its
representative shall have the right to inspect the Master Licensee's books or
records during normal business hours at any given time. However, if such
inspection should reveal that the Master Licensee has underpaid the Quarterly
Royalty Payments that are supposed to be payable to the Licensor of more than
$1,000.00, the Master Licensee shall pay or reimburse the Licensor all costs
in connection with such inspections including reasonable accounting and legal
fees as well as interest on any amount that is determined to be due to
Licensor.

QUALITY:

Master Licensee acknowledges that if the goods manufactured and sold by its
representatives are of inferior quality in material and workmanship, the
substantial goodwill which the Licensor has built up and now possesses in
the property will be impaired. Accordingly, Master Licensee warrants that the
goods will conform to industry acceptable standards for appearance and
quality. In the event there is an occurrence connected with the quality of
the goods which reflects unfavorably upon Licensor, the Licensor shall have
the right to withdraw its approval of such goods. Thereafter, the Master
Licensee and its authorized sub-licensees, manufacturers, wholesalers,
representatives, or distributors, shall immediately cease producing such
goods, until such time as such goods are brought back to quality standards as
stated above. If the Master

5
<PAGE>

Licensee and its authorized sub-licensees, manufacturers, wholesalers,
representatives, or distributors shall thereafter continue to manufacture or
distribute unacceptable goods, the Master Licensee shall be obligated to pay
the Licensor the sum of $1,000.00 per day as liquidated damages for violating
this Agreement.

ADDITIONAL RIGHTS:

a. The Licensor and the Master Licensee have equal rights to
manufacture and sell "Spartan" products to gyms.

b. Licensor and Master Licensee have equal rights to manufacture and
sell "Spartan" products to professional athletes.

c. Licensor and Master Licensee have equal rights to offer "Spartan"
products through mail order.

d. Licensor and Master Licensee have equal rights to sell "Spartan"
products on the Web, Internet.

e. Licensor may develop and market Spartan software and hardware goods
for hunting, fishing and camping, and offer Master Licensee a sixty
day first right of refusal to develop a mutually acceptable
marketing proposal. In the event that Licensor markets
aforementioned, Master Licensee will receive 30% of all income
generated from these products.

f. The Licensor has the rights to software and hardware goods,
developed for any athlete which Spartan had dressed prior to the
date of this Agreement and marketed through any sales channel
Spartan has used prior to this Agreement and market it through any
sales channel currently used by Spartan. To name a few: George
Foreman, Larry Holmes, Lennox Lewis, Andrew Golota, Tim Witherspoon,
Mitch Green, Pinklon Thomas, James Smith, Selko Marovic, Iran
Barkley, B.J. Bonkavich, Angel Manfredy, Zabiel Judah, Shamir Reyes,
etc.

RIGHT OF TERMINATION:

Without prejudice and any other rights, Licensor shall have the right to
terminate this agreement upon written notice to Master Licensee at any time
that the following may occur:

a. If the Master Licensee fails to comply with any provisions of this
Agreement and including the addendum from Media Vision Productions,
Inc. or its assigns, or to deliver any of the statements herein
referred to, and as such default shall continue for a period of
thirty working days after written notice of such default is sent by
Licensor to Master Licensee.

b. If the Master Licensee fails to obtain two fully executed general
releases by the principals of Fitness Licensing Corp., which
releases are to be attached as addendums to this agreement and made
a part hereof.

c. If Master Licensee is involved in any act of bankruptcy or
insolvency then Licensor shall have the right to terminate this
agreement and all rights stated in this agreement revert back to
Licensor.

d. In the event of the occurrence of (A), (B), or (C) above, or the
expiration of the term of this Agreement, all Spartan licenses and
all its images, logos, trademarks,

6
<PAGE>

classifications, copyrights or any product lines will revert back to
Edward Post as his property.

GOVERNING LAW; ARBITRATION:

This Agreement shall be deemed a contract made under the laws of the State of
Florida and together with the rights and obligations of the parties
hereunder, shall be construed under and governed by the laws of such state.
Other than with respect to injunctive or equitable relief sought by any party
to this Agreement, all disputes arising under this Agreement shall be finally
settled under the Rules of the American Arbitration Association (the "Rules")
by three arbitrators appointed in accordance with the Rules. Any such
arbitration shall be held in West Palm Beach, Florida pursuant to the laws of
the State of Florida unless the parties hereto mutually agree in writing upon
some other location for arbitration. The arbitrators shall be empowered to
award punitive, exemplary and/or consequential damages to any party. There
shall be no consolidation of this arbitration with any other dispute or
proceeding involving third parties. The provisions of this Agreement shall
prevail in any case on inconsistency between the Rules and this Agreement.

PUBLICITY:

The Master Licensee shall not issue or make, or cause to have issued or made,
any public release or announcement concerning this Agreement or the
transactions contemplated hereby, that would impair the name, trademark,
reputation, or product classification of Spartan or Spartan Sporting Goods &
Fashions, Inc..

COUNTERPARTS:

This Agreement may be executed in multiple counterparts, each of which shall
constitute an original, but all of which shall constitute but one and the
same instrument. One or more counterparts of this agreement may be delivered
via Telecopier, with the intention that they shall have the same effect as
the original counterpart hereof.

FURTHER ASSURANCES:

Each one of the parties shall execute and deliver such documents and take
such action, as shall be reasonably requested by any other party hereto carry
out the transactions contemplated by this Agreement.

ATTORNEYS' FEES:

In the event that a suit for the collection of any damages resulting from or
for the injunction of any action constituting a breach of any term of or
provisions of this Agreement, the prevailing party shall pay all reasonable
costs, fees and expenses of the non-prevailing party.

ENTIRE AGREEMENT:

The Agreement constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof and shall supersede all prior
negotiations, arrangements,

7
<PAGE>

understandings and agreements, both oral and written, among the parties
hereto with respect to such subject matter.

SALES AFTER EXPIRATION:

Upon expiration or termination for whatever reason of this Agreement, the
Master Licensee shall not be permitted to sell or ship its remaining
inventory of goods following the termination date of this Agreement without
the express written consent from the Licensor, which shall not be
unreasonably withheld.

AMENDMENTS AND WAIVERS:

This Agreement may not be amended, nor any provision hereof waived, unless
such amendment or waiver is approved, in writing by the parties.

NOTICES

All notices, requests, consents, reports and demands shall be in writing and
shall be hand delivered, sent by facsimile or other electronic medium, or
mailed, postage prepaid, to the Licensor or the Master Licensee at the address
set forth below or to such other address as may be furnished in writing to
the other parties hereto. A notice shall be deemed effective (1) upon
delivery, if by hand, (ii) on the date faxed or electronically transmitted,
if confirmation of such transmission is obtained, and (iii) upon the third
day following mailing as set forth above.

IF TO THE LICENSOR: Edward Post, President
Spartan Sporting Goods & Fashions, Inc.
75 Front Street
Brooklyn, NY 11201

IF TO THE MASTER LICENSEE: William H. Campbell
Executive Vice President/Corporate Secretary
Media Visions Productions, Inc.
105 S. Narcissus Ave., Suite 701
West Palm Beach, Florida 33401

IN WITNESS WHEREOF, the parties have signed this Agreement on the day and
year set forth above.

LICENSOR: MASTER LICENSEE:

SPARTAN SPORTING GOODS & MEDIA VISIONS PRODUCTIONS, INC.
FASHIONS, INC.

By: /s/ Edward Post By: /s/ William H. Campbell
--------------------------------- ---------------------------------
Edward Post, President William H. Campbell
Executive Vice President/
Corporate Secretary

8
<PAGE>

EXHIBIT "A"

[Attach List of Licensed Trademarks, Copyrights, Logos, Names, Designs,
etc. as Exhibit "A"]

9
<PAGE>

THE UNITED STATES OF AMERICA

[LOGO]

CERTIFICATE OF REGISTRATION

This is to certify that the records of the Patent and Trademark Office
show that an application was filed in said Office for registration of the
Mark shown herein, a copy of said Mark and pertinent data from the
Application being annexed hereto and made a part hereof,

And there having been due compliance with the requirements of the law and
with the regulations prescribed by the Commissioner of Patents and Trademarks,

Upon examination, it appeared that the applicant was entitled to have
said Mark registered under the Trademark Act of 1946, as amended, and the
said Mark has been duly registered this day in the Patent and Trademark
Office on the

PRINCIPAL REGISTER

to the registrant named herein.

This registration shall remain in force for TEN years unless sooner
terminated as provided by law.

In Testimony whereof I have hereunto set
my hand and caused the seal of the Patent
and Trademark Office to be affixed this
ninth day of July 1996.
[SEAL]

/s/ Bruce Lehman

Commissioner of Patents and Trademarks

<PAGE>

INT. CLS.: 25 AND 28

PRIOR U.S. CLS.: 22, 23, 38, 39 AND 50
REG. NO. 1,984,904
UNITED STATES PATENT AND TRADEMARK OFFICE REGISTERED JULY 9, 1996
- --------------------------------------------------------------------------------

TRADEMARK
PRINCIPAL REGISTER

[LOGO]

SPARTAN SPORTING GOODS MFG. CORP.
(NEW YORK CORPORATION)
80 WALL ST.
NEW YORK, NY 10005

FOR CLOTHING SOLD IN HOTELS, SOUVENIR SHOPS, MAIL ORDER CATALOGS,
HEALTH SPAS AND GYMS AND MADE OF SILK, SATIN, RAYON, NYLON, POLYESTER, WOOL,
SPANDEX, LEATHER, SILK VELVET, NEOPRENE, VINYL, PLASTIC, ACETATE, NAMELY
ROBES, SHORTS, SWEAT PANTS, SWEATSHIRTS, JACKETS, JOGGING SUITS, T-SHIRTS,
TANK TOPS, CAPS, BOXING TRUNKS, BRIEFS AND SOCKS, IN CLASS 25 (U.S. CLS. 22
AND 39).

FIRST USE 0-0-1954; IN COMMERCE 0-0-1954

FOR BOXING EQUIPMENT, NAMELY BOXING GLOVES, BOXING HEADGEAR, BOXING
PROTECTIVE CUPS, BOXING HEAVY BAGS, BOXING SPEED BAGS, BOXING EQUIPMENT BAGS,
BOXING DOUBLE END BAGS AND BOXING GYMNASIUM EQUIPMENT, NAMELY SKIP ROPE,
ANKLE AND WRIST WEIGHTS, CHINNING BARS, PUSH-UP FLOOR BARS, WEIGHTLIFTING
BELTS, WEIGHTLIFTING GLOVES, DUMBELL AND BARBELL RACK, CHEST PULLEY WEIGHTS,
HAND GRIPS, WAIST TRIMMER, EXERCISE TRAINING MAT, WHEEL EXERCISER, TENSION
BENDER BAR, NECK DEVELOPER, MEDICINE BALL, HAND WRAPS, MOUTHPIECES, TARGET
PUNCH MITTS, BOXING RING, RING PADDING, RING ROPES, TURNBUCKLES, CORNER
CUSHIONS, RING CANVAS, CORNER STOOL, RING BELL AND RING STAIRWAY, IN
CLASS 25 (U.S. CLS. 22, 23, 38 AND 50).

FIRST USE 0-0-1954; IN COMMERCE 0-0-1954.

SER NO. 74-259,488. FILED 12-16-1991.

ANDREW LAWRENCE, EXAMINING ATTORNEY

<PAGE>

ADDENDUM (INVOLVING FIRST CONTRACT)
MARCH - 1999

The parties agree that the March - 1999 contract between Spartan and
Fitness Licensing signed on their behalf is hereby declared null and void,
however the parties agree that Ed Post will retain the non-refundable payment
of $25,000.00 and 15,000 unrestricted shares of Media Vision Productions,
Inc., paid in connection with the execution of this October 5, 1999 Agreement.

<PAGE>

ADDENDUM

"Media Vision Productions, Inc. hereby agrees to issue to Edward Post
35,000 shares of common stock in the corporation. The stock shall be issued
to Mr. Post within sixty (60) days of the execution of the License Agreement
by Mr. Post. The shares shall bear a restrictive legend for a period of one
year from the date of the execution of the License Agreement by Mr. Post."

<PAGE>

ADDENDUM
TO LICENSE AGREEMENT DATED OCTOBER 5, 1999
BETWEEN SPARTAN SPORTING GOODS AND FASHIONS, INC. AND
MEDIA VISION PRODUCTIONS, INC.

GENERAL RELEASE

I, FRED VILLARI, grant this release to Edward Post, Spartan U.S.A., and
Spartan Sporting Goods & Fashions, Inc. ("Spartan"), a New York Corporation.

1. I understand that I will not receive any monetary or material
compensations in connection with the License Agreement dated
March 26, 1999, between Edward Post, Spartan U.S.A., Spartan Sporting
Goods & Fashions, Inc., and Fitness Licensing Corporation, a Florida
Corporation which was purchased by Media Vision Productions Inc.,
a Delaware Corporation.

2. I understand that Spartan has the sole right to assign licensing rights
to its products and logos, etc.

3. I also understand that Media Vision Productions Inc., has entered into
a Licensing Agreement wtih Spartan, dated October 5, 1999, and that I have
no involvement whatsoever in this new Agreement.

4. I agree to hold Edward Post, Spartan U.S.A., Spartan Sporting Goods &
Fashions, Inc., and any authorized third parties, harmless in connection
with my previous participation with the company.

Dated: Oct. 5th, 1999 /s/ Fred Villari, President
-------------------------------
FRED VILLARI, President
Fitness Licensing Corp.
105 S. Narcissus, Suite 701
West Palm Beach, Florida 33401

Sworn to before me
this ___ day of ______________, 1999

-------------------------------
Notary Public

<PAGE>

ADDENDUM
TO LICENSE AGREEMENT DATED OCTOBER 5, 1999
BETWEEN SPARTAN SPORTING GOODS AND FASHIONS, INC. AND
MEDIA VISION PRODUCTIONS, INC.

GENERAL RELEASE

I, MICHAEL GILBERT, grant this release to Edward Post, Spartan U.S.A., and
Spartan Sporting Goods & Fashions, Inc. ("Spartan"), a New York Corporation.

2. I understand that Spartan has the sole right to assign licensing rights
to its products and logos, etc.

3. I also understand that Media Vision Productions Inc., has entered into
a Licensing Agreement wtih Spartan, dated October 5, 1999, and that I have
no involvement whatsoever in this new Agreement.

4. Specifically I, Michael Gilbert, release Edward Post, Spartan U.S.A.,
and Spartan Sporting Goods & Fashions Inc., from all previous licensing
agreements with any other company and any and all previous finders fees,
commissions, or other monies which may have derived from the previous
agreements, whether oral or written.

5. I agree to hold Edward Post, Spartan U.S.A., Spartan Sporting Goods &
Fashions, Inc., and any authorized third parties, harmless in connection
with my previous participation with the company.

Dated: Oct. 5th, 1999 /s/ M. L. Gilbert
-------------------------------
MICHAEL GILBERT, Vice President
Fitness Licensing Corp.
105 S. Narcissus, Suite 701
West Palm Beach, Florida 33401

Sworn to before me
this ___ day of ______________, 1999

-------------------------------
Notary Public

<PAGE>
<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> SEP-30-1999
<CASH> 550
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 550
<PP&E> 22,184
<DEPRECIATION> (3,332)
<TOTAL-ASSETS> 475,510
<CURRENT-LIABILITIES> 315,919
<BONDS> 0
0
0
<COMMON> 813,017
<OTHER-SE> (653,426)
<TOTAL-LIABILITY-AND-EQUITY> 475,510
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 3,914,178
<OTHER-EXPENSES> 28,056
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,942,234)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,942,234)
<DISCONTINUED> 1
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,942,234)
<EPS-BASIC> (1.43)
<EPS-DILUTED> 0

</TABLE>