STRATEGIC ALLIANCE Agreement

Exhibit 10.7

STRATEGIC ALLIANCE Agreement

This Strategic Alliance Agreement is made and entered into this _____day of November 2003, by and between UTEK CORPORATION (“UTK”), 202 South Wheeler Street, Plant City, Florida 33566, a Delaware Corporation, and Magic Media Networks, Inc (MGCN), 530 N. Federal Highway, Ft. Lauderdale, Fla 33301, a Delaware Corporation.

WITNESSETH:

            WHEREAS, MGCN desires to engage UTK to provide the services as set forth in this Agreement, and

            WHEREAS, UTK is agreeable to provide these services.

            NOW THEREFORE, in consideration of the mutual promise made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

            I. ENGAGEMENT 

            MGCN hereby retains UTK to provide those services as defined herein and UTK hereby agrees to the appointment on the terms and conditions hereinafter set forth and agrees to use commercially reasonable efforts in providing said services.

            II. INDEPENDENT CONTRACTOR

            UTK shall be, and in all respects be deemed to be, an independent contractor in the performance of its duties hereunder.

                        A. MGCN shall be solely responsible for making all payments to and on behalf of its employees and UTEK shall in no event be liable for any debts or other liabilities of.

                        B.     UTK shall not have or be deemed to have, fiduciary obligations or duties to, and shall be able to pursue, conduct and carry on for its own account (or for the account of others) such activities, ventures, businesses and other pursuits as UTK in its sole, absolute and unfettered discretion, may elect.

                        C.     Notwithstanding the above, no activity, venture, business or other pursuit of UTK, during the term of this Agreement shall conflict with UTK’s obligations under this Agreement.

            III. SERVICES

            UTK agrees to provide the following services, hereinafter collectively referred to as “Services”:

            See Strategic Alliance Summary (exhibit a) attached and made a part hereof.

                        A.     UTK shall devote such time and efforts, as it deems commercially reasonable, under the circumstances to the affairs of, as is reasonable and adequate to render the Services contemplated by this Agreement.

                        B.     UTK cannot guarantee results on behalf of, but shall pursue all reasonable avenues available through its network of contacts.  The acceptance and consumption of any transaction is subject to acceptance of the terms and conditions by in its sole discretion.

                        C.     In conjunction with the Services, UTK agrees to:

                                    1.       Make itself available at the offices of or at another mutually agreed upon place, during normal business hours, for reasonable periods of time, subject to reasonable advance notice and mutually convenient scheduling.

                                    2.       Make itself available for telephone conferences with the principal officer(s) of during normal business hours.

            IV. EXPENSES

            It is expressly agreed and understood that each party shall be responsible for its own normal and reasonable out-of-pocket expenses.

            V. COMPENSATION

                        A.     In consideration for the services, agrees that UTK shall be entitled to compensation as follows:

                        See Strategic Alliance CONFIDENTIAL TERM SHEET (exhibit a) attached and made a part hereof.

            VI. TERM AND TERMINATION

            The term of the Agreement will be for 12 months unless terminated sooner. 

            This Agreement may be renewed upon mutual, written agreement of the parties.

            Either party may terminate this agreement at any time with 90 days written notice. 

            VII. LEGAL COMPLIANCE

             MGCN agrees that it will put in place, if it has not already done so, policies and procedures relating to and addressing, with the commercially reasonable intent to ensure compliance with, applicable securities laws, rules and regulations, including, but not limited to:

                        A.        The use, release or other publication of forward-looking statements.

                        B.         Disclosure requirements regarding the required discl