MODEL RELEASE AND AGREEMENT

           THIS MODEL RELEASE AND AGREEMENT ("Agreements") is entered into and
effective this _____ day of February, 1999, by and between Efox.net, Inc. A
Delaware corporation having its principal place of business at 7801 Norfolk
Avenue, Bethesda, MD 20814 (hereinafter referred to as "Efox"), and the
undersigned model having a residence set forth below her signature (hereinafter
referred to as "Model") (collectively, the "Parties").

                                   WITNESSETH:

           WHEREAS, Efox has undertaken the design and development of an
adult-oriented website ("website"); and

           WHEREAS, photographs, including nude and semi-nude photographs of
Models, will comprise a significant portion of the website content; and

           WHEREAS, Model is willing to create exclusive photographic content
("Photos") for Efox under a "work made for hire" arrangement as that term is
defined by the United States Copyright Laws; and

           WHEREAS, Model understands that Efox intends to own all world-wide
intellectual property rights (copyright, trademark, servicemark, patents,
common-law ) in and to the website, all of the photos taken of the Model, and
any and all other content created for Efox for use on the website or for any
other Efox purposes;

           NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the Parties
hereto agree as follows:

           1. WORK FOR HIRE: Model agrees to create Photos and understands that
those Photos are being created under the direction and control of Efox, and
agrees that the Photos shall be deemed a work made for hire by an independent
contractor under the United States Copyright Laws (17 U.S.C. 101, et seq.) and,
by virtue of this agreement, are the sole property of Efox free and clear from
all claims of any nature relating to Model's contributions and other efforts,
including the right to copyright or obtain trade and service marks upon the work
in the name of Efox as author and proprietor thereof and any termination rights
thereto. Model understands and agrees that Efox owns all right, title, and
interest in the Photos and has the right to register all copy, trade and service
mark rights therein in its own name as author in the United States of America
and in all foreign countries.

           2. MODEL COMPENSATION: Efox shall pay Model the compensation set
forth in Attachment A for her services in the creation of the Photos.

           3. EFOX TO CONTROL PHOTOS: Model agrees that Efox has the right to
supervise and control direct the creation of the Photos. Efox has the exclusive
right to use (or not use) the Photos, any part or parts thereof, as it sees fit.
Efox may alter the Photos, add to, or combine same with any other Photos,
drawings, or effects at its sole discretion. Model understands that the Photos
may be displayed, on the Efox website, the Internet and further displayed,
distributed and digitized for use under all existing medium and any and all
media yet to be created.

           4. ASSIGNMENT OF ALL RIGHTS TO EFOX: The Parties agree that Efox
shall have full ownership of the Photos with no rights of ownership in Model.
Model agrees that in the event this Agreement is determined by a court, not to
be a work for hire agreement under the federal copyright laws, this Agreement
shall operate as an irrevocable assignment by Model to Efox of the copy, trade
and service mark rights to the Photos, including all rights thereunder, in
perpetuity. Under this irrevocable assignment, Model hereby assigns to Efox the
sole and exclusive right, title, and interest in and to the Photos, without



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further consideration, and agrees to assist Efox in registering and from time to
time enforcing, at Efox's expense, all copyrights and other rights and
protections relating to the Photos in any and all countries.

           5. RELEASE: Model hereby hereby releases, remises, quitclaims, and
forever discharges the Efox, its officers, directors, shareholders, employees,
agents, partners, attorneys, affiliates, successors and assigns from all
actions, claims for relief, causes of action, suits, debts, dues, sums of money,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespass, damages, judgments, extents, executions, claims,
liens, and demands whatsoever, in law, admiralty, or equity which Model ever
had, now has, or hereafter can, shall, or may have against Efox, its officers,
directors, shareholders, employees, agents, partners, attorneys, affiliates,
successors and assigns, by reason of the this Agreement. Model further
understands and agrees that this Agreement is given in connection with the
creation of Photos and the timely delivery of the compensation called for
hereunder. This Agreement is absolute and unconditional and contains the entire
agreement between the Parties. This Agreement may not be changed or otherwise
modified in any way without a writing signed by all Parties. All understandings
and agreements between Parties are merged into this Agreement. Parties are not
relying on any statement, representation, warranty, or other promise, express or
implied, oral or written, in fact or in law, made by Efox or other person,
except as stated herein.

           6. MODEL REPRESENTATIONS AND WARRANTIES: Model represents that: she
is over the age of 18; is competent to enter into this Agreement and create the
Photos. Model further states that she has carefully read this Agreement, has had
the opportunity to have this Agreement reviewed by counsel of her choosing,
knows and understands the contents hereof and signs this Agreement as her own
free act. Model represents that she has not modeled for any other online website
and agrees hereafter not to model for any other online website. Model
acknowledges that Efox shall have the exclusive rights to Models's likeness for
online purposes.

           7. GOVERNING LAW: This Agreement shall be governed by the laws of the
State of Maryland. The Circuit Courts for Montgomery County, Maryland shall have
exclusive jurisdiction to hear claims arising from or relating to the terms or
subject matter of this Agreement.

This Agreement is executed by the Parties hereto in the State of Maryland.

Efox.net, Inc.                                MODEL:
a Delaware corporation in formation

By:                                           By:
    ------------------------------               -----------------------------
           Joseph R.  Preston, CEO
                                              Print Name:
                                                         ---------------------

                                              Address:
                                                      ------------------------

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

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

                                              Tel:
                                                  ----------------------------
                                              Proof of Age:
                                                           -------------------
Date:                                         Date:
     ------------------------                      ---------------------------


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                                  ATTACHMENT A.

1.    Terms of Engagement: Model shall perform the following service for Efox:

Model for nude and/or semi-nude photos to be used by Efox in connection with its
adult-oriented website.

2.    As Compensation for said services, Model shall receive the following
compensation:

Stock:

500 shares of stock in Efox.net, Inc. a Delaware corporation ("Shares"). Shares
may bear certain restrictions on their transfer as a result of certain Federal
and State securities laws and regulations and/or the terms and conditions of a
Stock Incentive Plan. Models understand that Efox cannot guarantee that the
Shares can be sold or that the Shares will have any value when Model may seek to
sell or otherwise transfer same. Model understands and agrees to assume the
risks associated with the Shares.

3.    Model, as an independent contractor of Efox, shall be responsible for
providing all of her own wardrobe and effects, shall provide the pre-approved
model release form, and shall be responsible for any and all tax consequences
arising from this Agreement.

Source: OneCLE Business Contracts.