1


                                  EXHIBIT 10.45

                           MEMORANDUM OF UNDERSTANDING

This Agreement dated this 22nd day of November, 1999 by and between AT&T, a
                    Corporation ("AT&T"), iNTELEFILM Corporation ("iNTELEFILM"),
and Excalibur Technologies Corporation ("Excalibur").

                                    RECITALS

         WHEREAS, iNTELEFILM has developed a unique opportunity to enhance the
video production service process of global advertising agencies and through
capitalizing on its expertise in video commercial production and its
relationship with advertising agencies, iNTELEFILM intends to act as the
Application Service Provider (ASP) of the InteleSource video master retrieval
service designed for advertising agencies.

         WHEREAS, AT&T is desirous of providing the web hosting infrastructure
of the InteleSource service under the terms of a Dedicated Hosting Services
co-location agreement, to enable the development of this internet based service.

         WHEREAS, Excalibur has designed and developed a proprietary software
product ("Screening Room") that provides end users with the ability to index and
archive video and has licensed Screening Room to iNTELEFILM via the attached
Software License Agreement (attachment B). Excalibur is desirous of introducing
the Screening Room to the advertising agency community via its co-marketing
agreement with AT&T and via the proprietary product called InteleSource.

         WHEREAS, all parties are desirous of entering into this memorandum of
understanding to define each parties role in developing and implementing such
services;

         NOW, THEREFORE, in consideration of $1.00 and other good and valuable
consideration, the receipt and sufficiency of which is hereby expressly
acknowledged, the parties hereby agree as follows:

                  1.       AT&T shall provide the web hosting infrastructure
                           which shall include the following: (a) conditioned
                           rack space and power; (b) bandwidth: AT&T will
                           provide this service as outlined in attachment A.

                  2.       Excalibur will provide services and technical support
                           as described in paragraph 9 of their terms and
                           conditions (attachment "B"). Excalibur will refrain
                           from marketing "Screening Room" or related products
                           to advertising agencies for six months from the date
                           of the delivery of the InteleSource product. In this
                           same period, iNTELEFILM will use best efforts to
                           secure no less than 5 clients from top 100
                           advertising agencies as ranked in the 1999 edition of
                           Adweek's "Redbook".



   2



                  3.       iNTELEFILM shall provide its expertise in video
                           commercial production and its relationship with
                           advertising agencies in order to sell the
                           InteleSource service. iNTELEFILM will collect all
                           revenue related to the iNTELEFILM service and remit
                           to AT&T and Excalibur the costs as outlined in
                           attachment A & B depending upon the service required
                           in those contracts.

                  4.       Collectively, the parties agree that iNTELEFILM will
                           operate as a value added service provider, marketing
                           an end to end digital video encoding, archiving,
                           retrieval solution as well as the physical storage of
                           video masters. The product will be based on
                           Excalibur/DVL technologies and will be housed in the
                           AT&T infrastructure as outlined in attachment "B".

                  5.       Confidential Information. The parties agree to keep
                           all information received from the other party
                           confidential and will not disclose any confidential
                           information now or hereafter received or obtained
                           from each other or its representatives to any third
                           party, except as required by applicable law or legal
                           process, without prior written consent of the party
                           whose confidential information may be disclosed to
                           such third parties who need to know information for
                           the purpose of the Memorandum of Understanding and
                           who agree to keep such information confidential.
                           Neither party will make any commercial use, in whole
                           or in part, of any confidential information.

                  6.       Parties shall not issue or approve any public
                           statement concerning this Memorandum of Understanding
                           without the prior written approval of the other party
                           as to its contents and its release unless such
                           disclosure is required by law.

                  7.       In the event a conflict arises between the terms of
                           this Agreement and the Software License Agreement
                           between iNTELEFILM and Excalibur dated
                                             , the terms and conditions of the
                           latter shall prevail.

                  IN WITNESS WHEREOF, the parties have executed this Memorandum
                  of Understanding as of the date and year first written above.

                  AT&T                           iNTELEFILM
                  By:  /s/ Andrew Cravero        By: /s/ James G. Gilbertson
                  Its:  General Manager          Its:  Chief Operating Officer

                  Excalibur
                  By:  /s/ Dan C. Stroman
                  Its:  Director of Contract