BETWEEN

                                                                   Exhibit 10.13

                AGREEMENT ESTABLISHING STRATEGIC RELATIONSHIP

                                     BETWEEN

                         XXXXXX.XXX, INC. ("XXXXXX.XXX")

                                       AND

                  HISPANIC TELEVISION NETWORK, INC. ("HTVN")

                                 March 15, 2000

      WHEREAS, the mission of Xxxxxx.xxx is to become central to the lives of
young Latinos by providing integrated services and access to state-of-the-art
world wide web technology, which will empower and facilitate the development of
the Latin community;

      WHEREAS,   HTVN  is  a  leading  U.S.   provider  of  Latino  television
programming, media production and syndication services;

      WHEREAS, Xxxxxx.xxx desires to enter into a strategic relationship with
HTVN for the purpose of becoming the leading provider of web services and
commerce for young Latinos in the U.S. and in Latin America; and

      WHEREAS, HTVN desires to enter into a strategic relationship with
Xxxxxx.xxx for the purpose of establishing a leading Internet presence.

      NOW, THEREFORE, the parties hereto agree as follows:

      1. ISSUANCE OF XXXXXX.XXX, SERIES B PREFERRED STOCK. The strategic
relationship will be consummated at a Closing, at which, among other things,
Xxxxxx.xxx. will issue and sell to HTVN, and HTVN will purchase, 7,800,000
shares of Xxxxxx.xxx Series B Preferred Stock (the "XXXXXX.XXX SHARES"), having
the rights preferences and privileges summarized in EXHIBIT A attached hereto,
in exchange for the following considerations that the parties agree has a total
value of approximately $36,036,000, for $4.62 per share:

     o    The transfer to Xxxxxx.xxx of a minority equity interest in ten (10)
          of HTVN's Television Stations, subject to conditional repurchase, as
          more particularly described below in Sections 2 and 4 below;

     o    HTVN's agreement to sell 5,000,000 shares of restricted HTVN Common
          Stock to Xxxxxx.xxx, subject to conditional repurchase, as more
          particularly described in Sections 3 and 4 below;

     o    A Licensed Management Agreement with a 3 year Minimum Fee Guaranty
          equal to 10% of the amount of Gross Revenues of the 10 Television
          Stations, as more particularly described in Section 5 below; and

     o    3 year HTVN Co-Marketing Efforts Obligations, as more particularly
          described in Section 6 below.

      Upon Closing, the capitalization of Xxxxxx.xxx will be as follows:

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                Class                   Shares         % of Total CS
                                                        Equivalents
---------------------------------------------------------------------------
                                        3,000,000          18.46%
Series A Preferred Stock

---------------------------------------------------------------------------
                                        7,800,000          48.0%
Series B Preferred Stock

---------------------------------------------------------------------------
                                        5,450,000          13.54%
Common Stock, Options and Future
Employee Common Stock and Option Pool

---------------------------------------------------------------------------

            *Total CS Equivalents:     16,250,000         100%
---------------------------------------------------------------------------

                          *Post Series A (at a minimum of $1.00 per share) and
                                                           Series B Financings

      Xxxxxx.xxx anticipates that it will conduct a Series C Preferred Stock
Financing 6 months after the Closing, in which it will seek to raises additional
funds in the amount of approximately $20,000,000.

      2. TRANSFER OF INTERESTS IN TELEVISION STATIONS. Upon Closing, HTVN will
sell and transfer to Xxxxxx.xxx less than 50%, but more than 25%, of all of the
equity interests in ten (10) television stations to be agreed upon during due
diligence (the "TELEVISION STATIONS"), provided that such transfer may be made
to Xxxxxx.xxx, or to its nominee without approval by the Federal Communications
Commission, and without licensing of, or transfer of any FCC license to,
Xxxxxx.xxx, as determined by FCC counsel to HTVN and Xxxxxx.xxx, and otherwise
in compliance with all communications and other laws and, provided further, that
following such transfer HTVN shall have management and control of such
Television Stations sufficient to enter in the LMA described in Section 5 below.
The parties will agree on the form of an equity interests transfer agreement,
which will include customary terms and conditions, customary representations and
warranties, as well as customary conditions to closing.

            (a) SELECTION OF TELEVISION STATIONS. In determining which
television stations will be transferred to Xxxxxx.xxx, Xxxxxx.xxx will be given
preference in choosing the geographical markets served by such stations, except
for existing stations serving the markets of Dallas, Houston, San Antonio and
Del Rio, Texas.

      3. HTVN SHARES. At the Closing, HTVN will agree to sell to Xxxxxx.xxx.
5,000,000 restricted shares of HTVN Common Stock (the "HTVN Shares") upon the
closing of Xxxxxx.xxx's Series C Preferred Stock Financing. The purchase price
for the HTVN Shares will be $1.00 per share. The parties will agree on the form
of a stock purchase agreement, which will include customary terms and
conditions, customary representations and warranties, as well as customary
conditions to closing.

            (a) RESTRICTIONS ON TRANSFER OF HTVN SHARES. The HTVN Shares will
not be registered under the Securities Act, will be restricted securities, will
not be subject to transfer during the time they are subject to the HTVN
Repurchase Right (described in paragraph 4 below), and the certificates
evidencing the HTVN Shares or the transfer agent instructions will bear
appropriate legends or contain appropriate stop-transfer instructions, as the
case may be. The HTVN Shares will only be able to be sold or otherwise
transferred if subsequently registered under the Securities Act or if an
exemption from registration is available therefor. HTVN will grant to Xxxxxx.xxx
(a) piggyback registration rights subject to underwriter cutback to 30%; and (b)
one (1) S-3 registration per 12-month period with minimum offering of
$10,000,000; in each case exercisable on or after January 1, 2001, but subject
to a right of first offer at fair market value in favor of HTVN, exercisable for
10 business days following Xxxxxx.xxx's notice of proposed offering. HTVN will
agree to maintain current public information within the meaning of SEC Rule 144.

      4. HTVN REPURCHASE RIGHTS. All HTVN Shares sold to Xxxxxx.xxx and all.
other Xxxxxx.xxx assets, including, but not limited to, all equity interests in
Television Stations that have been transferred to Xxxxxx.xxx, will be subject to
all-or-nothing repurchase by HTVN, subject to the assumption by HTVN of up to
$5,000,000 of Xxxxxx.xxx liabilities within ninety (90) days after the date that
is 3 years from the Closing Date, in the event that Xxxxxx.xxx has not yet (a)
had a registration statement with respect to an initial public offering of
shares of its Common Stock (with a per share price of not less than $15.00 and
aggregate gross proceeds to the Company of not less than $50 Million) become
effective, or (b) the closing of an acquisition by merger or sale of assets in
which Xxxxxx.xxx or the shareholders of Xxxxxx.xxx, as the case may be, receive
cash, securities or other consideration in exchange for their shares or for such
assets, as the case may be, provided that the holders of Series A and Series B
Preferred Stock or the Company, as the case may be receive net proceeds of such
sale or exchange which, in the aggregate, exceeds the original cost of such
Preferred Stock then outstanding plus the amount of all declared and unpaid
dividends thereon, if any (each a "QUALIFIED LIQUIDITY EVENT"). In the event
that HTVN exercises its repurchase right, the HTVN Shares will be repurchased
at, a price of $1 .00 per share, and all other Xxxxxx.xxx, assets will be
repurchased at fair market value as determined by independent third parties.
HTVN will be responsible for reimbursing Xxxxxx.xxx for any sales, income or
other taxes incurred by Xxxxxx.xxx in connection with the repurchase. All HTVN
Shares not repurchased by HTVN as provide in this paragraph will be released
from the repurchase right.

      5. LICENSED MANAGEMENT AGREEMENT. On. the Closing Date, HTVN and
Xxxxxx.xxx will enter into a 3 year exclusive and non-cancelable Licensed
Management Agreement ("LMA") with respect to all of the Television Station
owning or operating entities in which Xxxxxx.xxx receives equity interests
pursuant to Section 2 above. Pursuant to such LMA which HTVN will provide
management services free of charge. Under the terms of the LMA, HTVN will make
LMA fee payments to Xxxxxx.xxx in accordance with an industry standard fee
schedule for management of similar stations, provided that HTVN will agree to
make minimum guaranteed quarterly fee payments, in the amount equal to 10% of
the amount of Gross Revenues of the 10 Television Stations in which Xxxxxx.xxx
holds equity interests, for such quarter, each due within 30 days of HTVN
quarter-end, for 3 years. Xxxxxx.xxx will have customary audit rights.

      6.    JOINT MARKETING EFFORTS.

            (a) HTVN MARKETING EFFORTS. For three (3) years from the Closing
Date, HTVN will agree to provide Xxxxxx.xxx with the following marketing
efforts:

                        (i) Exhibition of Xxxxxx.xxx's logo on HTVN's network
                  sponsorship billboards airing 5 times per week, but not more
                  than once per day, exclusive of all other continuous ".com,"
                  ".net," ".org," or ".gov" logos of any type;

                        (ii) Advertising across HTVN's network with an
                  equivalent cost measured in accordance with generally
                  applicable pricing by HTVN for equivalent advertising equal to
                  an aggregate of no less than $100,000,000. Such advertising
                  shall run and be placed on such days and at such times and
                  locations as the parties shall mutually agree, and HTVN shall,
                  upon request by Xxxxxx.xxx, which may be made from time to
                  time, use reasonable best efforts to acquire for Xxxxxx.xxx
                  radio and print advertising or cash, in exchange for
                  Xxxxxx.xxx's advertising rights based on the allocated cost
                  thereof, from and with third parties reasonably acceptable to
                  HTVN;

                        (iii) Programming time of 30 continuous minutes 5 times
                  per week, but not more than once per day, during the hours of
                  noon through 2:00 am. across HTVN's network, for use by
                  Xxxxxx.xxx for sponsored program presentation based on
                  guidelines for content to be mutually agreed;

                        (iv) Production of Xxxxxx.xxx sponsored programs at HTVN
                  production cost, provided that Xxxxxx.xxx shall reimburse HTVN
                  for all extraordinary costs, including, but not limited to,
                  any and all costs of outside actors, special services not
                  otherwise generally provided by HTVN, and non-HTVN writers and
                  directors as may be requested by Xxxxxx.xxx, with HTVN to have
                  a right of prior review and approval of content, which may not
                  be unreasonably withheld, the number of sponsored programs to
                  be produced by HTVN to be determined by Xxxxxx.xxx in the
                  exercise of reasonable discretion, subject to general
                  availability of HTVN facilities;

                        (v) At no cost to HTVN, use and access to all HTVN
                  program inventory by license or sublicense of broadcasting
                  rights, all necessary owner and syndication consents, an
                  infringement indemnity, and no reciprocal advertising
                  obligations due from Xxxxxx.xxx; and

                        (vi) Use of HTVN sales force to sell advertising for
                  Xxxxxx.xxx, as will be agreed by the parties at or before the
                  Closing.

            (b)   XXXXXX.XXX  MARKETING EFFORTS.  For three (3) years from the
Closing Date,  Xxxxxx.xxx will agree to provide HTVN with all of the following
marketing efforts:

                        (i)   Exhibition  of  HTVN's  logo   continuously   on
                  Xxxxxx.xxx's  home  page,  exclusive  of all other  logos of
                  providers of television programming; and

                        (ii) Hyperlink buttons for general Hispanic/Latin
                  program video streaming content to be provided only by HTVN
                  and not by Univision, Telemundo, TV Azteca and Televisa.

            (c) XXXXXX.XXX PAYMENTS. In connection with HTVN's marketing
efforts, Xxxxxx.xxx will pay HTVN the following amounts: (i) $100,000 upon
Closing, provided that Xxxxxx.xxx has raised at least $3,000,000 in its Series A
Preferred Stock Financing, and (ii) $400,000 upon closing of Xxxxxx.xxx's Series
C Preferred Stock Financing.

            (d) RENEWAL OF TERM. The term will renew for additional three (3)
year periods unless either party gives the other notice of termination at least
180 days prior to the end of the current term, provided that such xxxxx has
reasonable commercial grounds for termination as will be agreed upon.

      7.    CONDITIONS.  The consummation of the proposed  relationship  shall
be subject to customary closing conditions as well as the following:

            (a)   Completion  of  satisfactory  due  diligence  review by each
      party of the other;

            (b)   Negotiation,    execution   and   delivery   of   definitive
      agreements;

            (c)   Approval  of the  definitive  agreements  by the  Boards  of
      Directors of the parties;

            (d) Satisfaction of any applicable federal or state filing or
      licensing requirements and the receipt of any applicable federal or state
      regulatory approvals which are required in connection with the
      transactions; and

            (e) The parties shall enter into an agreement not to compete
      directly with each other or to solicit each other's employees for a period
      of three (3) years from the Closing Date.

            (f) Xxxxxx.xxx shall have closed its Series A Financing in an amount
      not less than $3 Million.

      8. DISCLOSURE AND ANNOUNCEMENTS. Each party agrees that the other may
disclose the existence and terms of this Agreement in connection with its
financings and other corporate transactions, provided that each party agrees to
consult with the other in advance concerning the form timing and contents of all
general public announcements, disclosures and filings, to the extent that such
public announcements, disclosures and filings otherwise concern the parties'
relationship, or concern the other party's operations, condition or prospects.

      9. NO-SHOP. Each party agrees that, until termination in accordance with
Section 13 below, (a) such party shall not facilitate, solicit, encourage, or
take any action to facilitate any inquiry with respect to, or making of, any
potential or actual proposal for a strategic relationship of a kind described
herein with any third party, and (b) such party shall not engage in any
negotiation or discussion with, or furnish any information or data to, any third
party relating to any such proposal.

      10. ACCESS FOR DUE DILIGENCE. In connection with the establishment of the
relationship described herein each party will afford the other and its
accountants, counsel and other representatives with reasonable access to its
properties, books, records, personnel, business and commercial relationships in
order that such party may have full opportunity to make such investigation as it
reasonably desires.

      11.   EXPENSES.  Each party shall bear its own  expenses  in  connection
with preparing for and consummating the transactions contemplated herein.

      12. NO BROKER'S OR FINDER'S FEE. Each party represents and warrants to the
other than no person or entity will have any claim to any broker's or finder's
fee arising out of the transactions contemplated hereunder by any person
claiming to have been engaged by such party. Each party agrees to indemnify the
other for any loss caused by inaccuracy or breach of the foregoing
representation and warranty.

      13. TERMINATION. This Agreement may be abandoned or terminated (a) at any
time by the mutual written agreement of the parties hereto, (b) at the option of
either party hereto on written notice to the other if the Closing shall not have
taken place by June 30, or (c) by Xxxxxx.xxx, in the event that Xxxxxx.xxx does
not raise $3 Million or is otherwise unable to close its Series A Financing by
April 15, 2000.

      14.   ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
and understanding between the parties with regard to the subjects hereof.





                            [Signature Page Follows]





      WHEREFORE, the parties have executed and delivered this Agreement in
Principal as of the date first written above.

                                    XXXXXX.XXX, INC.,
                                    a California corporation

                                    By /S/ XXXXXX XXXXXXX
                                       -----------------------------------
                                       Name:  Xxxxxx Xxxxxxx
                                       Title: Founder, Cubico Inc., 3-20-00

                                    HISPANIC TELEVISION
                                    NETWORK, INC.,
                                    a Delaware corporation

                                    By  /S/ XXXXX X. XXXXXXX
                                        ----------------------------------
                                        Name:  Xxxxx Xxxxxxx
                                        Title:  Chief Executive Officer







EXHIBIT A

to AGREEMENT IN PRINCIPAL

                SUMMARY OF RIGHTS, PREFERENCES AND PRIVILEGES

                            SERIES B PREFERRED STOCK

Dividends:                 The holders of the Series B  Preferred  Stock shall
                           be entitled to receive  noncumulative  dividends in
                           preference  to any  dividend  on the Common  Stock,
                           but pari passu with any  dividends on the Company's
                           Series  A  Preferred  Stock,  at a rate of 8.0% per
                           annum per share,  payable  when as and if  declared
                           by the Board of Directors.

Liquidation Preference:    The  holders of Series B  Preferred  Stock shall be
                           entitled to liquidation  preference relative to the
                           Common  Stock of a per share  amount equal to $4.62
                           (the "ORIGINAL SERIES B PURCHASE PRICE"),  plus any
                           declared  but  unpaid   dividends  (the  "INITIAL
                           LIQUIDATION PREFERENCE").  If upon any liquidation,
                           the assets of the Company are  insufficient  to pay
                           the   Initial   Liquidation   Preference   and  the
                           applicable  liquidation  preference  of the holders
                           of the Company's  Series A Preferred Stock in full,
                           then such  assets  shall be  distributed  among the
                           holders  of  Series  B  Preferred   Stock  and  the
                           Company's  Series  A  Preferred  Stock  ratably  in
                           proportion  of the full amounts to which they would
                           otherwise be entitled.

                           After the payment of the Initial Liquidation
                           Preference to the holders of the Series B Preferred
                           Stock and the applicable liquidation preference to
                           the holders of the Company's Series A Preferred
                           Stock, and any other distribution that may be
                           required with respect to Series B Preferred Stock
                           that may from time to time come into existence, which
                           shall be pari passu with all other distributions that
                           may be required with respect to the Company's Series
                           A Preferred Stock that may from time to time come
                           into existence, the remaining assets of the Company
                           shall be distributed pro rata to the holders of the
                           Common Stock.

                           Immediately prior to a liquidating event, a holder of
                           Series B Preferred Stock may convert any of such
                           shares of Series B Preferred Stock into shares of
                           Common Stock. A merger, consolidation, share
                           exchanges, acquisition, sale of voting control or
                           sale of substantially all of the assets of the
                           Company in which the current shareholders of the
                           Company do not own a majority of the outstanding
                           shares of the surviving corporation shall be deemed
                           to be a liquidation.

Conversion:                The holders of the Series B Preferred Stock shall
                           have the right to convert the Series B Preferred
                           Stock, at any time, into shares of Common Stock. The
                           initial conversion rate shall be 1:1, subject to
                           adjustment as provided below.

Automatic Conversion:      All  shares of Series B  Preferred  Stock  shall be
                           converted   automatically  into  shares  of  Common
                           Stock, at the then applicable  conversion rate, (i)
                           in  the  event  that  the  holders  of at  least  a
                           majority  of the  outstanding  Series  B  Preferred
                           Stock, voting as a separate class,  consent to such
                           conversion,  (ii)  upon  the  closing  of a  firmly
                           underwritten  public  offering  of shares of Common
                           Stock of the  Company at a per share price not less
                           than  $15.00 and for  aggregate  gross  proceeds to
                           the  Company of not less than $50  million  (before
                           deduction   of    underwriters    commissions   and
                           expenses) (a  "QUALIFIED  IPO"),  or (iii) upon the
                           closing  of  a  consolidation   or  merger  of  the
                           Company  or a sale of all or  substantially  all of
                           its assets in a  transaction  in which the  Company
                           or the  shareholders  of the  Company,  as the case
                           may be,  receive  net  cash,  securities  or  other
                           consideration which, in the aggregate,  exceeds the
                           amount  determined  by adding  the  product  of the
                           Original Series A Purchase Price  multiplied by the
                           number of shares of Series A  Preferred  Stock then
                           outstanding,  plus  the  product  of  the  Original
                           Series B Purchase  Price  multiplied  by the number
                           of  shares  of  Series  B   Preferred   Stock  then
                           outstanding,  plus the total amount of all declared
                           and   unpaid   dividends   thereon,   if  any,   as
                           determined by the Board of Directors.

Anti-dilution Provisions:  The conversion rate of the Series B Preferred Stock
                           will be subject (a) to a broad based, weighted
                           average adjustment (based on all outstanding
                           shares of Series A Preferred Stock, Series B
                           Preferred Stock and Common Stock, as well as
                           outstanding and reserved options) to reduce dilution
                           in the event chat the Company issues additional
                           equity securities (other than the 2,450,000 reserved
                           employee shares described under "EMPLOYEE POOL"
                           below, and such additional shares issued under such
                           Employee Pool as may be approved in the future by the
                           Board) at a purchase price less than the Series B
                           Preferred Stock purchase price, and (b) to adjustment
                           upon the closing of the Company's Series C Preferred
                           Stock Financing, as is necessary to provide the
                           holders of Series B Preferred Stock with the right to
                           convert such Series B Preferred Stock into common
                           stock representing in the aggregate 48% of the
                           Company's common stock and common stock equivalents,
                           calculated on a fully-diluted and as-converted basis,
                           and after giving effect to the Series C Preferred
                           Stock Financing and to the initial Employee Pool, in
                           the event that the purchase price of the Company's
                           Series C Preferred Stock is greater than the Series B
                           Preferred Stock purchase price. The conversion rate
                           will also be subject to proportional adjustment for
                           stock splits, stock dividends, combinations of
                           shares, recapitalizations and the like.

Redemption:                The Series B Preferred Stock shall be non-redeemable.

Board of Directors:        The size of the Company's Board of Directors shall be
                           set at 5. Holders of the outstanding shares of the
                           Company's capital stock to be entitled to elect
                           Directors to the Board of Directors as follows:

                           Common Stock - Holders of a majority of the
                           outstanding shares of Common Stock, voting separately
                           as a class, shall be entitled to elect one (1)
                           Director.

                           Series A Preferred - Holders of a majority of the
                           outstanding shares of Series A Preferred Stock,
                           voting separately as a class, shall be entitled to
                           elect one (1) Director.

                           Common Stock and Series A Preferred - One (1)
                           Director shall be such person as the holders of a
                           majority of the outstanding shares of Common Stock,
                           voting separately as a class. and the holders of a
                           majority of the outstanding shares of Series A
                           Preferred Stock, voting separately as a class, shall
                           agree.

                           Series B Preferred - Holders of a majority of the
                           outstanding shares of Series B Preferred Stock,
                           voting separately as a class, shall be entitled to
                           elect Two (2) Directors.

Voting Rights:             The  holders of the Series B  Preferred  Stock will
                           vote together with the holders of Series A Preferred
                           Stock and Common Stock and not as a separate class
                           except as specifically provided herein or as
                           otherwise required by law. Each share of the Series B
                           Preferred Stock shall have a number of votes equal to
                           the number of shares of Common Stock then issuable
                           upon conversion of such shares of Preferred Stock.

Protective Provisions:     For so long as any  shares  of  Series B  Preferred
                           Stock  remain  outstanding,  consent of the holders
                           of at least a majority  of the  Series B  Preferred
                           Stock  shall be  required  for any action  that (i)
                           increases or  decreases  the  authorized  number of
                           shares of Common  Stock,  Series A Preferred  Stock
                           or  Series B  Preferred  Stock,  (ii)  creates  (by
                           reclassification  or  otherwise)  any new  class or
                           series of shares having any rights,  preferences or
                           privileges  senior to or on a parity  with Series A
                           Preferred  Stock  and  Series  B  Preferred  Stock,
                           (iii)  results in the  redemption  of any shares of
                           Common  Stock   (other  than   pursuant  to  equity
                           incentive  agreements with service providers giving
                           the  Company  the right to  repurchase  shares upon
                           the  termination  of services),  Series A Preferred
                           Stock or Series B Preferred Stock,  (iv) results in
                           any merger,  consolidation,  share exchange,  other
                           corporate  reorganization,  sale of control, or any
                           transaction  in which all or  substantially  all of
                           the assets of the Company  are sold,  (v) amends or
                           waives any provision of the Company's Articles.  of
                           Incorporation  or Bylaws so as to  adversely  alter
                           or  change  the  rights of the  Series B  Preferred
                           Stock,  including,  but not limited to the right to
                           elect a number of  Directors,  or (vi)  results  in
                           the payment or  declaration  of any dividend on any
                           shares of Common  Stock,  Series A Preferred  Stock
                           or Series B Preferred Stock.

Information Rights:        So long HTVN continues to hold at least
                           250,000 shares of Series B Preferred Stock or Common
                           Stock issued upon conversion of the Series B
                           Preferred Stock, the Company shall deliver to HTVN
                           audited annual and unaudited quarterly financial
                           statements. This provision shall terminate upon a
                           Qualified IPO.

Registration Rights:       Registrable Securities shall include Common
                           Stock issuable or issued upon conversion of the
                           Series B Preferred Stock, and any securities issued
                           or issuable upon or in exchange therefor or
                           replacement thereof.

                           DEMAND RIGHTS: If HTVN requests that the Company file
                           a Registration Statement having an aggregate offering
                           price to the public of not less than $10,000,000 nor
                           comprising less than 20% of the Registrable
                           Securities, the Company will use its best efforts to
                           cause such shares to be registered for resale to the
                           public; provided, however, that the Company shall not
                           be obligated to effect any such registration before
                           the earlier of December 31, 2004 or six months after
                           the occurrence of a Qualified IPO. The Company shall
                           have the right to delay such registration under
                           certain circumstances for periods not in excess of
                           ninety (90) days in the aggregate in any twelve (12)
                           month period. In connection with any such
                           registration, the Company will enter into customary
                           agreements with the underwriters selected by the
                           Investors.

                           The Company shall not be obligated to effect more
                           than one (1) registration under these demand right
                           provisions, and shall not be obligated to effect a
                           registration during the forty-five (45) day period
                           prior to the Company's good faith estimate of the
                           date of filing of, and ending on a date one hundred
                           eighty (180) days after the effective date of the
                           registration affecting the Company's initial public
                           offering. Any demand registration shall include only
                           the Registrable Securities held by HTVN.

                           COMPANY REGISTRATION: HTVN shall be entitled to
                           "piggy-back" registration rights on all registrations
                           of the Company or on any demand registrations of any
                           other investor subject to the right, however, of the
                           Company and its underwriters (in the case of
                           Company-initiated registrations) to reduce the number
                           of shares proposed to be registered pro rata among
                           the piggy-back holders in view of market conditions.

                           S-3 RIGHTS: In addition to the other registration
                           rights described herein, HTVN shall be entitled to
                           one (1) demand registration on Form S-3 (if available
                           to the Company) per twelve-month period so long as
                           such registered offerings are not less than
                           $2,000,000.

                           EXPENSES:    With   the    exception   of   Company
                           registrations  which will be borne by the  Company,
                           the  registration   expenses  of  any  registration
                           hereunder    will   be   borne   by   the   selling
                           Shareholders.

                           TRANSFER  OF RIGHTS:  The  registration  rights may
                           not be  transferred,  except to  affiliates  of the
                           holders of such registration rights.

                           LOCK-UP PROVISION: If requested by the Company and
                           its underwriters, HTVN will not sell its shares for a
                           specified period (but not to exceed 180 days)
                           following the effective date of the Company's initial
                           public offering.

                           OTHER PROVISIONS: Other provisions shall be contained
                           in the Shareholders Agreement with respect to
                           registration rights as are reasonable, including
                           cross-indemnification, the period of time in which
                           the Registration Statement shall be kept effective,
                           and underwriting arrangements.

Right of First Refusal
and First Offer:           In the event the Company  proposes to offer  equity
                           securities  to any person  (other  than  securities
                           issues  pursuant  to  permitted   employee  benefit
                           plans or  pursuant  to  acquisitions),  HTVN  shall
                           have the right of first offer to  purchase  its pro
                           rata   portion  of  such  shares  to  maintain  its
                           percentage ownership in the Company.  Such right of
                           first refusal will terminate upon a Qualified IPO.

Co-Sale Rights:            HTVN shall have co-sale rights with respect
                           to sales or transfers of Common Stock by Xxxxxx
                           Xxxxxxx and Xxxx Xxxxxxx (the "FOUNDERS"), other than
                           transfers to family trusts for estate planning
                           purposes and other typical exceptions.

Purchase Agreement:        The  investment  shall be made  pursuant to a Stock
                           Purchase Agreement reasonably acceptable to the
                           Company and HTVN, which agreement shall contain,
                           among other things, appropriate representations and
                           warranties of the Company, covenants of the Company
                           reflecting the provisions set forth herein and
                           appropriate conditions of closing, including an
                           opinion of counsel for the Company. The Stock
                           Purchase Agreement shall provide that it may only be
                           amended and any waivers thereunder shall only be made
                           with the approval of HTVN. Registration rights
                           provisions may be amended or waived solely with the
                           consent of HTVN.

Founders Vesting:          Xxxxxx  Xxxxxxx  and  Xxxx  Xxxxxxx  will  both  be
                           subject to a Company right of repurchase on two-
                           thirds (2/3)of their respective shares over a 2 year
                           period subject to linear monthly vesting. All of
                           their shares which are subject to the repurchase
                           option will receive accelerated release from the
                           repurchase option in the event of any involuntary
                           cessation of employment (including constructive
                           termination) other than "for cause" within twelve
                           months after an acquisition of the Company.

Employee Option Pool:      Upon the  Closing of this  financing  there will be
                           2,450,000 shares of Common Stock reserved for
                           issuance to key employees, and directors and
                           consultants.

Stock Vesting:             Options granted to purchase such reserved
                           shares shall be subject to vesting over a three year
                           period with 1/3 of the shares vesting on the first
                           anniversary of the date of grant and the remainder
                           vesting as to 1/24 per month thereafter.

Restrictions on Sales:     The Company  shall have a right of first refusal on
                           all employee transfers of Common Stock,  subject to
                           normal exceptions.

Proprietary Information
and Inventions Agreement:  Each  officer,   employee  and  consultant  of  the
                           Company shall enter into an acceptable  proprietary
                           information and inventions agreement.

Finders:                   The  Company  and HTVN  shall  each  indemnify  the
                           other for any  broker's or finder's  fees for which
                           either is responsible.