WITNESSETH

                         The New York Internet Chamber of Commerce
                             Charter Membership Agreement

        This Agreement entered into this 17th day of January 2001, by and
between The New York Internet Chamber of Commerce, a not-for-profit New York
corporation (hereinafter referred to as "NYICC") and Xxxxxxxxx Wireless Corp., a
corporation engaged in Internet related services.

                                   WITNESSETH

        WHEREAS, the NYICC is a not-for-profit corporation which has created a
membership driven community that provides a forum for political and business
leaders in the state of New York; and

        WHEREAS, Xxxxxxxxx Wireless is primarily in the business of audio and
video webcasting, and online entertainment content management and delivery;

        WHEREAS, Xxxxxxxxx Wireless is desirous of obtaining clients through
referrals and association with the New York Internet Chamber of Commerce brand,
and NYICC is desirous of obtaining charter members for the purpose of
introducing Internet related services to its membership.

        NOW, THEREFORE, in exchange for the mutual promises, covenants and
conditions contained herein, the parties agree as follows:

        Basic Agreement.  Xxxxxxxxx Wireless will pay to the NYICC a one-time
Sponsorship fee of five thousand dollars ($5,000). In return, Xxxxxxxxx Wireless
will receive from the NYICC:

       --         Free sponsorship of one NYICC event
       --         NYICC will host a launch event for Xxxxxxxxx Wireless
       --         Permission to release a press announcement regarding this
                  relationship
       --         Permission to release six (6) mutually approved press releases
                  during the course of this contract
       --         Placement in NYICC Newsletters
       --         Logo with link on NYICC Website's Business Services Directory
       --         Logo with link on NYICC Website's Corporate Directory Listing
                  distributed at all NYICC events and listed on the xxxxx.xxx
                  website
       --         Representation of NYICC executives at all New York based
                  Xxxxxxxxx Wireless press conferences and a best effort by
                  NYICC to provide attendees at said conferences
       --         Xxxxxxxxx Wireless will be a listed provider of audio and
                  video webcasting services, and online entertainment media
                  management.

        Term of Agreement. This Agreement is for the period of November 14, 2000
through December 31, 2001 unless extended in writing by all parties identified
herein.

        Amendment and Modification. Subject to applicable law, this Agreement
may be amended, modified or supplemented only by a written agreement signed by
both parties.

        Entire Agreement. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement. Parties
in Interest. Nothing herein shall be construed to be to the Benefit of any third
party, nor is it intended that any provision shall be for the Benefit of any
third party.

        IN WITNESS WHEREOF, the parties have set their hands this 17th day of
January 2001.

The New York InternetChamber of Commerce    Xxxxxxxxx Wireless Corporation

By:  /s/Xxxxxxx Xxxxx                        By: /s/ Xxxx Xxxxxxxxx
     ----------------                            ------------------
     Xxxxxxx Xxxxx, Founder                      Xxxx Xxxxxxxxx, CEO