DISTRIBUTION AND SERVICE AGREEMENT

This Distribution and Service Agreement ("Agreement") is made and entered into
between Ad-Star Services Inc., a New York Corporation ("Ad-Star") with offices
at 4553 Glencoe Avenue, Suite 325, Marina del Rey, CA 90292 and AdOne Classified
Network, Inc., a Delaware Corporation (the "Company"), with offices at 361
Broadway, Suite 100, New York, NY 10013 as of November 19, 1998 ("Effective
Date").



NOW, THEREFORE, in consideration of the premises and the mutual covenants and
conditions herein contained, AD-STAR and the Company agree as follows:

1)   Purpose: Company owns and operates the AdOne Classified Network, a system
     for collecting, displaying, distributing, redistributing and publishing
     classified advertisements on the Internet for itself and its affiliates
     ("Affiliates"), with a central Web site currently located at
     www.classifiedwarehouse.com ("Classified Warehouse"). Ad-Star provides an
     Internet based marketplace for the buying and selling of classified
     advertising ("Ad-StarNet") for its media and advertisers clients
     (collectively "Clients"). The parties wish to incorporate Ad-StarNet into
     Company's Web site for the purpose of allowing Affiliates' users to place
     ads through Ad-StarNet and to make Affiliate's publications capable of
     taking these advertisements through Ad-StarNet.


2)   Responsibilities of the Parties:

         The responsibilities of the parties are detailed in Attachment A.

3)   General:

         3.1      This Agreement covers business dealings for North America
                  only. As such it includes all business relationships referred
                  to in this Agreement, for Company and its Affiliates doing
                  business in North America.

         3.2      Each party shall be solely responsible for supplying and
                  managing its own Web site at its own expense and neither party
                  shall have any obligation or liability whatsoever with respect
                  to the Web site of the other. Each party shall manage, review,
                  delete, edit, create, update and otherwise manage all content
                  and services available on or through its respective Web site.
                  Notwithstanding the above, responsibilities of each party
                  detailed in Attachment A cannot be deleted or substantively
                  edited without the mutual consent of the other party

         3.3      Each party shall promptly inform the other of (a) any
                  information related to its Web site that could reasonably be
                  anticipated to lead to a claim, demand, or liability of or
                  against the other party by any third party, (b) any changes to
                  its Web site which would substantially change the content in
                  any area to which the other party has linked, and (c) any
                  changes in its Web site which would substantially change the
                  page(s) in which links to the other party appear.

         3.4      Ad-Star grants to the Company during the term of this
                  Agreement a non-exclusive, royalty-free, world-wide right and
                  license to use its trade names, trademarks, service names and
                  service marks ("Ad-Star Marks") in the co-branded pages
                  referred to in Attachment A hereto (the " Co-branded pages"),
                  and in connection with the distribution, marketing and
                  promotion of Ad-StarNet and the Co-branded pages, subject to
                  the following conditions: (a) the Company shall comply with
                  all guidelines that Ad-Star may provide from time to time; (b)
                  the look and feel, the use of all logos, the design, and the
                  overall quality of the Co-branded pages shall be subject to
                  Ad-Star's approval; (c) any use of the Ad-Star Marks shall
                  inure to the benefit of Ad-Star; and (d) the Company shall
                  submit to Ad-Star for its prior approval, not to be
                  unreasonably withheld, all advertising, promotional and other
                  material bearing any Ad-Star Marks.



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         3.5      The Company grants to Ad-Star during the term of this
                  Agreement a non-exclusive, royalty-free, world-wide right and
                  license to use its trade names, trademarks, service names and
                  service marks ("Company Marks") in Ad-StarNet and in
                  connection with the distribution, marketing and promotion of
                  the Ad-StarNet and the Co-branded pages, subject to the
                  following conditions: (a) Ad-Star shall comply with all
                  guidelines that the Company may provide from time to time; (b)
                  any use of the Company Marks shall inure to the benefit of the
                  Company; and (c) Ad-Star shall submit to Company for its prior
                  approval, not to be unreasonably withheld, all advertising,
                  promotional and other material bearing any Company Marks.

         3.6      The look and feel of both parties logos and brands as used by
                  the other party, along with the overall quality of the
                  Co-branded pages must meet with the mutual approval of both
                  parties, not to be unreasonably withheld.

         3.7      Nothing in this Agreement shall be deemed to grant to the
                  Company any ownership interest in the Ad-Star Marks or to
                  Ad-Star any ownership interest in the Company Marks. Further,
                  neither Company nor Ad-Star is granted any ownership interest
                  in the marks of their respective Affiliates and Clients

         3.8      The "Ad-Star ad taking services," as it is referred to in this
                  Agreement and accompanying Attachments, includes all services
                  enabled by Ad-Star, including but not limited to its logos,
                  marks, code and design elements incorporated into the
                  Co-branded pages, and in whole the Ad-Star's central Web site
                  and other sites which Ad-Star enables for the buying and
                  selling of advertisements into and from Affiliates, Clients
                  and affiliates of other Ad-Star Clients. Not withstanding the
                  above, certain added value applications of the Ad-Star ad
                  taking services, beyond those expressly provided for in this
                  Agreement, may be excluded by Ad-Star from this Agreement, or
                  negotiated separately.

4)   Promotional Efforts: Each party will submit to the other party, for its
     prior written approval, which shall not be unreasonably withheld or
     delayed, all press releases, and marketing, advertising, and other
     promotional materials that refer to the other party and/or its trade names,
     trademarks, service names and service marks (the "Materials"). Copy
     substantially similar to that already approved shall be deemed approved.

5)   Fees, Share of Advertising Revenue and Payment: Ad-Star will pay Company
     and its Affiliates advertising revenues earned and actually received, less
     applicable fees, in a calendar month within thirty (30) days of the end of
     that calendar month. Each party will provide the other party with a monthly
     report with all information necessary to show the basis on which
     advertising revenues and fee payments are calculated in accordance with
     this Agreement. Each party will have the right, at its own expense, to
     inspect and audit the accounting books and records of the other party that
     are specifically relevant to the determination of fees and payments due
     under this Agreement. In the event such inspection and audit shows a
     discrepancy in payments in the recipient party's disfavor of five percent
     (5%) or more, then the other party shall promptly reimburse the recipient
     party for the costs and expense of such inspection and audit and pay the
     amount of any underpayment. Ad-Star applicable fees which will be deducted
     from advertising revenues include:

         a)       The Ad-Star transaction fee, which includes Company's share of
                  such fee, which is defined in Attachment A;

         b)       The merchant processing fees (note that these fees for credit
                  cards are estimated in the range of 2.5% to 3.5% of the total
                  charge plus a per transaction fee of $.80; ACH is estimated to
                  be $1.25 per transaction and $2 for ACH refunds and $10 for
                  each return item);

         c)       a reserve for credit card charge backs of three percent (3%)
                  of the total advertising revenues for a rolling twelve (12)
                  months. This reserve will serve to reduce fluctuations in
                  monthly payments and may be adjusted from time to time with
                  written notice to more accurately reflect the actual charge
                  back experience. Sole liability for chargebacks will remain
                  with the Affiliate and/or Client who is the primary publisher
                  of the advertising, where the primary publisher is defined as
                  the publisher receiving payment for the advertising, excluding
                  transaction fees.



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6)   Non-Exclusivity: Both parties agree and acknowledge that nothing in this
     Agreement shall be deemed or construed to provide the other with any manner
     of exclusivity.

7)   Timing: Both parties will use reasonable commercial efforts to work on
     their respective responsibilities as identified in this Agreement and
     attachment A, towards a January 15, 1999 beta release of the ad taking
     functionality through the Co-branded pages and Ad-Star's own site.
     Subsequently, both parties will work towards a fully functional live
     production date of February 1, 1999. The live production on February 1,
     1999 will included a minimum of ten (10) Company Affiliates, or up to a
     maximum of twenty (20) Company Affiliates. The actual number of Company
     Affiliates and any change to these minimum and maximum requirements will be
     based on mutual consent of the parties. Company will be Ad-Star's first
     network Client to be mutually announced if Company is first network Client
     Agreement signed by the Effective Date. In addition, Company will be the
     first network Client of Ad-Star to launch if Company provides all needed
     information and performs its requirements as identified in this Agreement
     and Attachments.

8)   Assignability: This Agreement shall not be assigned, sublicensed or
     transferred by either party, without the prior written consent of the other
     party, which shall not be unreasonably withheld or delayed. An acquisition,
     merger or other change of control of either the Company or Ad-Star shall
     not be deemed an assignment.

9)   Confidentiality: Each party acknowledges and agrees that any and all
     information relating to the other party's business and not publicly known
     including, without limitation, the contents of this Agreement, technical
     processes and formulas, source codes, trade secrets, names, addresses and
     information about users and advertisers, product designs, sales, costs and
     other unpublished financial information, product plans, and marketing data
     is confidential and proprietary information. Each party agrees that it will
     not use or disclose any confidential or proprietary information for any
     purpose other than in connection with the performance of and obligations
     under the terms and conditions of this Agreement or as required by a court
     of competent jurisdiction.

10)  Representations and Warranties, Disclaimers, and Advertising Acceptability:
     Each party represents and warrants to the other that (a) its Web site is a
     functional Internet site accessible to subscribers and users of the
     Internet; (b) it has the right and authority to enter into and perform all
     obligations under this Agreement; and (c) its execution and performance of
     this Agreement does not and will not violate any agreement to which such
     party is bound. In the event of an error, delay, defect, breakdown or
     failure of either party's Web site, that party's obligation shall be
     limited to using its reasonable efforts to restore its Web site to
     operation as soon as feasible.

     The Company does not review or exercise control over the advertisements,
     and, consequently, all advertisements on the Company's Web site or coming
     through the Co-branded pages are provided AS IS, and the Company expressly
     disclaims any responsibility for the accuracy, quality or nature of such
     advertisements.

     The Company further represents and warrants to Ad-Star that the Company's
     Web site does not and will not contain any content or material, (excluding
     advertisements) that infringes any proprietary right of any third party,
     including, without limitation, any copyright, trademark, patent or trade
     secret, or that violates any law or governmental regulation.

     Ad-Star does not obtain the advertisements which are bought and sold
     through Ad-StarNet, nor does it review or exercise control over such
     advertisements, and, consequently, all advertisements coming through
     Ad-StarNet are provided AS IS, and Ad-Star expressly disclaims any
     responsibility for the accuracy, quality or nature of such advertisements.

     Ad-Star further represents and warrants to Company that Ad-Star's Web site
     does not and will not contain any content or material, (excluding
     advertisements) that infringes any proprietary right of any third party,
     including, without limitation, any copyright, trademark, patent or trade
     secret, or that violates any law or governmental regulation.



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     The Company and Ad-Star reserve the right to refuse to publish any
     advertisement, including, without limitation, any advertisement that: would
     or might violate any law or governmental regulation; would or might violate
     or infringe any right of any third party; it determines is inappropriate or
     might subject it to liability or adverse publicity; or is otherwise
     injurious to its interests; provided that, neither party shall be
     responsible for, or be obligated to review, any content, advertisement, or
     other material on the other's Web site. Notwithstanding the foregoing, the
     stated circumstances shall not absolve Ad-Star of the obligation, as
     identified in this Agreement, to process and transmit all successfully
     transacted advertisements placed through the Ad-Star ad taking service for
     Company and/or its Affiliates to Company and/or its Affiliates.

     EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND
     EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY,
     EXPRESS OR IMPLIED, REGARDING ANY MATTER SUBJECT TO THIS AGREEMENT,
     INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
     FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM
     COURSE OF DEALING OR COURSE OF PERFORMANCE.

11)  Indemnity: Each party will defend, indemnify, save and hold harmless the
     other party, Ad-Star's clients and Company Affiliates, and their officers,
     directors, agents and employees, from any and all third-party claims,
     demands, liabilities, costs or expenses, including, without limitation,
     reasonable attorneys' fees ("Liabilities"), resulting from the indemnifying
     party's breach of any representation or warranty contained in this
     Agreement. Each party agrees to (a) promptly notify the other party in
     writing of any indemnifiable claim or demand and (b) give the other party
     the opportunity to defend or negotiate a settlement of any such claim or
     demand at such other party's expense and cooperate fully with the other
     party, at that other party's expense, in defending or settling such claim
     or demand. The indemnifying party will not settle a claim or demand for the
     indemnified party without the prior written consent of the indemnified
     party, which consent shall not be unreasonably withheld. Each party
     reserves the right, at its own expense, to participate in the defense of
     any matter otherwise subject to indemnification by the other party.

12)  Limitation of Liability: In no event will either party be liable to the
     other party for consequential, incidental, special, punitive, exemplary, or
     indirect damages, including, but not limited to, loss of profits or sales
     or loss of or damage to data, regardless of the form of action, whether in
     contract, tort, breach of warranty or otherwise, even if a party has been
     advised of the possibility thereof. Moreover, except for the
     indemnification obligations and charge back allowance and liability
     described above, in no event shall the maximum liability of either party
     arising out of or relating to the transaction which is the subject matter
     of this Agreement, regardless of cause, exceed the amounts payable by
     either party to the other under this Agreement.

13)  Term and Termination: The initial term of this Agreement will be for the
     period of three (3) years from the Effective Date and will automatically
     renew for successive one year periods unless terminated by either party.
     Either party may terminate this Agreement after the initial term for any
     reason on sixty (60) days' prior written notice. Notwithstanding the
     foregoing, either party may terminate this Agreement with immediate effect
     if the other party is in breach of a material obligation hereunder and
     fails to cure such breach within thirty (30) days of notice from the
     non-breaching party or fails to promptly after notice from the
     non-breaching party begin to cure such breach and diligently pursue its
     cure if such breach is curable but is not capable of being cured within
     thirty (30) days of notice from the non-breaching party. Upon termination,
     each party shall promptly return to the other all of the confidential
     information (as defined above) of the other party in its possession or
     control. Sections 5, 8, 9, 10, 11, 13 and 14 shall survive termination or
     expiration.

14) General Provisions:

         14.1 Amendment: No change, amendment or modification of any provision
         of this Agreement shall be valid unless set forth in a written
         instrument signed by both parties.

         14.2 Entire Agreement: This Agreement sets forth the entire agreement
         and supersedes any prior agreements, written or oral, of the parties
         with respect to the transactions set forth herein.



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<PAGE>   5
         14.3 Construction: In the event that any provision of this Agreement
         conflicts with the law under which this Agreement is to be construed,
         or if any such provision is held invalid by a court with jurisdiction
         over the parties to this Agreement, such provision shall be deemed to
         be restated to reflect as nearly as possible the original intentions of
         the parties in accordance with the applicable law, and the remainder of
         this Agreement shall remain in full force and effect. There shall be no
         presumption for or against either party as a result of such party being
         the principal drafter of this Agreement.

         14.4 Independent Contractors: The parties to this Agreement are
         independent contractors. Neither party is an agent, representative, or
         partner of the other party. Neither party shall have any right, power
         or authority to enter into any agreement for, or on behalf of, or incur
         any obligation or liability of, or to otherwise bind, the other party.
         This Agreement shall not be interpreted or construed to create an
         association, agency, joint venture or partnership between the parties
         or to impose any liability attributable to such a relationship upon
         either party.

         14.5 Governing Law: This Agreement will be governed by and construed in
         accordance with the laws of the State of New York, without giving
         effect to principles of conflicts of law.

         14.6 Arbitration: A. In the event of any disagreement, controversy or
         dispute regarding performance under or interpretation of this
         Agreement, the parties agree to attempt to reach a negotiated
         resolution. If such disagreement, controversy or dispute remains
         unresolved for a period of thirty (30) days after one party has
         provided written notice of the disagreement, controversy or dispute to
         the other, then each party shall designate an officer to meet to
         endeavor to resolve the disagreement, controversy or dispute.
         Arbitration in accordance with this section may not be commenced by
         either party until said officers determine in good faith that a
         negotiated resolution is unlikely, or the passage of thirty (30) days
         from their first meeting, whichever occurs later (the "Negotiation
         Termination Date").

         Upon the Negotiation Termination Date, if a negotiated resolution has
         not been reached, the disagreement, controversy or dispute shall be
         settled by binding arbitration in accordance with the commercial
         arbitration rules of the American Arbitration Association and judgement
         upon the award rendered by the arbitrators may be entered in any court
         having jurisdiction thereof. The arbitration shall be conducted in New
         York County, NY by three arbitrators. One arbitrator shall be selected
         by Ad-Star, one arbitrator shall be selected by Company and the third
         arbitrator shall be selected by the American Arbitration Association
         and shall be subject to approval by both Ad-Star and Company.

         Ad-Star and Company intend that this provision for settling disputes be
         irrevocable.

         14.7 Attorney's Fees: In any action or proceeding to enforce any of the
         terms or provisions of this Agreement or on account of the breach
         hereof, the party prevailing shall be entitled to recover all its
         expenses, including, without limitation, reasonable attorney's fees
         from the other party.

         14.8 Notice: Any notices herein shall be given to the appropriate party
         at the address specified above or at such address as the party shall
         specify in writing. Notice shall be deemed given: upon personal
         delivery; if sent by fax, upon confirmation of receipt; or if sent by
         certified or registered mail, postage prepaid, upon receipt.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.

FOR COMPANY:                                         FOR AD-STAR:
AdOne Classified Network, Inc.                       Ad-Star Services, Inc.

By:                                                  By:
Name: /s/ Brendan Burns                              Name: /s/ Adam Leff
     _________________________                            _____________________

Title: VP & GM                                              COO & VP
      _________________________                      Title:_____________________


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ATTACHMENT A - RESPONSIBILITIES OF THE PARTIES


General Provisions:

a)   Ad-Star and Company agree to use reasonable commercial efforts to comply
     with and fulfill the technical requirements in Attachment D to which this
     Attachment A is attached, and which is incorporated into this Agreement in
     full. Technical requirements in Attachment D apply to Company Affiliates
     except for Pre-existing Ad-Star Clients, as defined below.

b)   Ad-Star and Company agree that all Co-branded pages that incorporate
     Ad-Star's ad taking services will be consistent with Company's Web site
     look and feel and each Affiliate's private label Web site look and feel.
     These interfaces will be based on Ad-Star's required information and will
     use the Ad-StarNet Web site and Ad-Star private label templates, as guides
     for the fields of information that are needed and the flow of the pages.
     Collectively the Web pages that include Ad-Star ad taking services which
     make up the Affiliates' versions and the Company's own version of Ad-Star's
     marketplace for buying and selling classified advertising are hereto and
     previously called the "Co-branded pages". Company and Ad-Star will mutually
     agree on the final implemented look and feel along with the fields of data
     and functionalities that are required on the Co-branded pages not already
     incorporated by this reference to Attachment D. The Co-branded pages will
     accommodate online ad placement into each and every participating Company
     Affiliate.

Company Shall:

a)   use reasonable commercial efforts to promote the Ad-Star ad taking service
     to its Affiliates through e-mails, updates and other communications to its
     Affiliates. Company will use its customer service workers or other
     qualified representatives to enlist its Affiliates in the Ad-Star ad taking
     services. Company will include the Ad-Star ad taking services into its
     basic service, on a per Affiliate opt-out basis, for all new Company
     Affiliates and as part of its planned Affiliate interface upgrade for
     Q4'98. This means that Ad-Star's ad taking service will be the only such
     service initially offered to Company Affiliates as part of their basic
     service and Affiliate must choose not to use service, i.e. "opt-out", in
     order to exclude such service from their contract, at which time Company
     may offer the Affiliate any other ad taking services not expressly
     precluded by this Agreement.

b)   require participating Affiliates to approve and sign compliance statement,
     to be mutually agreed upon by Ad-Star and the Company, obligating
     Affiliates to publish the ads delivered to them through the Ad-Star ad
     taking service in accordance with what the advertiser has paid for, e.g.
     appropriate placement and frequency.

c)   prominently promote the Co-branded pages to the users of its Web site with
     permanent link buttons throughout its Web site, entitled "Place an ad" or
     something else to the same effect. These permanent buttons will link to the
     Co-branded pages. In addition, Company will use reasonable commercial
     efforts to promote its Co-branded page, which will include Ad-StarNet and
     any other vendors who provide similar services to the Company or its
     Affiliates, with available resources. In no case will another vendor, which
     provides similar service, be more prominently displayed than Ad-Star.

d)   include all participating Company Affiliates for ad placement from within
     the Ad-Star enabled Co-branded pages. Furthermore, at Company's sole
     discretion, Company will also include the ability to place ads into all
     other Ad-Star Client publications, provided by Ad-Star, from the Co-branded
     pages. This will enable ad placement into other publications in addition to
     the Company participating Affiliate publications.

e)   NOT develop any type of online classified ad taking capability which is in
     any way similar to Ad- Star's ad taking services for buying and selling
     advertising. In the event that Company and/or its Affiliates require any
     specific ad taking capabilities not provided by Ad-Star, Ad-Star shall have
     the first right to provide such capabilities before Company can seek such
     capabilities elsewhere, including, but not limited to capabilities designed
     and implemented by Company.

f)   Collect all information necessary for setting up Ad-Star's ad taking
     service from each participating Affiliate. Ad-Star shall provide Company
     with a list and/or form which identifies all necessary information.



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Ad-Star Shall:

a)   provide Company and its Affiliates with the ability to take ads through
     Ad-Star's ad taking services into the Affiliates print and online
     environments from Affiliates own site, from Company's site and from
     Ad-Star's central site and other Ad-Star enabled sites. These ads will be
     pre-paid and conform to the reasonable pricing instructions from the
     publication, such as different rates per line, category, word or character.
     Ad-Star will deliver via e-mail in a mutually agreed format the advertising
     coming through the Ad-Star ad taking services to the appropriate Company
     Affiliate for publication. Advertising may alternatively be delivered to
     Company Affiliate via fax for an additional cost to cover
     telecommunications charges. If this option is elected, all
     telecommunications charges will be deducted from advertising revenues paid
     to Affiliate in the same fashion as other applicable fees as detailed in
     Section 5) of the Agreement to which this Attachment A is attached.

b)   assist in the marketing the Ad-Star ad taking service to Company
     Affiliates, at it own discretion, including making presentations to the
     Company sales force.

c)   support and maintain the Company ad taking functionality including hosting
     of the Co-branded pages. Ad-Star will upgrade the Ad-Star ad taking service
     on the Co-branded pages at no charge when the upgrade enhances already
     existing capabilities of the Ad-Star ad taking service. Other reasonable
     updating, such as once a year, of pricing tables for Company Affiliates'
     publications will be done free of charge on an annual basis for each
     Company Affiliate that generates over 1,200 paid ads for the previous 12
     months to the update. Otherwise there will be a fee for updating pricing
     tables of $200 per update. Ad-Star will provide reasonable telephone
     support for Company and its Affiliates with regard to the ad taking
     functionality at 310-577-8255 during normal business hours, Pacific
     Standard Time. In addition, Ad-Star will provide e-mail support exclusively
     for advertisers using the Company version of the Ad-Star ad taking
     services.

d)   in the event that it ceases to do business in the ordinary course, grant
     Company a contingent license to use the Source Code in a manner limited to
     maintaining the Co-branded pages such that Company can support only
     Company's Existing Affiliates. "Existing Affiliates" is defined as those
     Affiliates whom Ad-Star has included in the Ad-Star ad taking service at
     the time of the granting of the contingent license.

e)   provide Company with a percentage of every "Ad-Star transaction fee"
     ("Ad-Star transaction fee" is a per ad fee charged, excluding merchant
     processing fees, reserves for payment chargebacks and fax telecommunication
     charges) charged to Company Affiliates and Ad-Star Clients for ad
     placement, based on the channel through which the ad was originated and the
     Publication Status (i.e. Publication Status is determined by whether or not
     the Company Affiliate is a Pre-existing Ad-Star Client or if the
     Publications is not a Company Affiliate (Ad-Star Client solely). A list of
     Company Affiliates as of the Effective Date is included as Attachment B. A
     list of Ad-Star Clients as of the Effective Date is included as Attachment
     C.). If Company adds a new Affiliate the Publication Status will be Company
     Affiliate First unless the Publications already has an Agreement with
     Ad-Star at the time of becoming a Company Affiliate. Note that if a Company
     Affiliate does not host their classified Web site with Company, Company
     must get Affiliate to place prominent links to the Co-branded pages or
     their private label version of the Ad-Star ad taking services from their
     classified Web site and to agree to the terms of this Agreement, in order
     for that Affiliate to be included as a Company Affiliate for the purposes
     of determining Publication Status and transaction fees due Company. The
     percentage of the transaction fee due to Company is indicated in the
     following table:

                        CHANNEL BY WHICH AD IS ORIGINATED



        PUBLICATION STATUS           COMPANY WEB SITES          PUBLICATION'S WEB SITE     AD-STARNET
        ------------------           -----------------          ----------------------     ----------
                                                                                 
        Company Affiliate First      50%                        50%                        33%
        (i.e. not a pre-existing
        Ad-Star Client)

        Pre-existing Ad-Star Client  33%                        0%                         0%

        Ad-Star Client solely        33%                        0%                         0%
        (i.e. not a Company
        Affiliate)




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<PAGE>   8
     Note that whenever a user comes through Company's Web site and places an ad
     in a non-Company Affiliate publication, Company will receive 33% of the
     transaction fee paid as a distribution fee. Ad-Star will pay Company and
     its Affiliates their appropriate advertising revenues or fees in accordance
     with the terms of Section 5 above of the Agreement to which this Attachment
     A is attached.

f)   shall determine the initial Ad-Star transaction fee that is best borne by
     the marketplace, which at the time of this Agreement is expected to be
     three dollars ($3.00). Ad-Star shall also determine changes in transaction
     fees and communicate to the Company such changes, with sixty (60) days
     advance notice. Absent mutual consent of Ad-Star and Company, subsequent
     changes to transaction fee will only be on a calendar year basis. The
     transaction fee for each ad will be netted against the pre-payment of the
     ad collected by Ad-Star as detailed in Section 5 of the Agreement to which
     this Attachment A is attached.

g)   reserve the right to refuse to include any new Affiliate, at its sole
     discretion, on Ad-Star's central site. Ad-Star will include all of Company
     Affiliates on Company's version of Ad-Star, when such Affiliate complies
     with the terms of this Agreement.

h)   NOT publish for any consumer purposes under its own brand any ads, which
     were originated through Ad-Star's ad taking Web pages. Furthermore, Ad-Star
     shall not redistribute ads for any consumer purposes, other than as
     directed by ad originator or Ad-Star Client.

i)   Ad-Star will not engage in the publication, distribution or redistribution
     of any ad content generated from Company Affiliates through Ad-Star Net or
     its successors which is not for advertiser use. Ad-Star Net will process
     and transmit Company Affiliates' sold classified ads solely to the party
     the Company Affiliate selects.

j)   provide the Company access to monthly insertion statistics regarding all of
     its participating Company Affiliate First Publications and all Affiliates
     who are also Pre-existing Ad-Star Clients, when those Pre-existing Ad-Star
     Clients provide their consent to release this data to Company.

k)   on a monthly basis provide the Company, in a mutually agreed upon format
     and transmission method, billing information (excluding credit card
     information) of advertisers placing advertisements with Company Affiliates
     through the Ad-Star ad taking service, subject to the prior consent by
     respective Affiliate. If this involves substantial programming for Ad-Star
     there may be a reasonable set up charge.

l)   Agree that Company and its Affiliates reserve full ownership respectively
     of all Co-branded pages, except those logos, marks and code and design
     elements provided by Ad-Star. Inclusion of banner advertising on Co-branded
     pages requires the approval of all parties involved, namely Ad-Star,
     Company and Affiliate. Revenue from all banner advertising opportunities
     will be split evenly between Ad-Star and Company after a mutually agreed
     share for the Affiliate and a twenty percent (20%) commission for the
     selling party of the banner ads. Furthermore, unless mutually agreed by
     both parties earlier, there will be no banner advertising on Co-branded
     pages for a period of six (6) months from the Effective Date. Company and
     its Affiliates, when they are Company Affiliate First Publications, reserve
     the right at their sole discretion to provide all other e-commerce
     opportunities from the Co-branded pages during phase 2 when such pages are
     hosted by Company, as defined in Attachment D. Prior to phase 2, all
     e-commerce opportunities included on the Co-branded pages will be
     determined by Ad-Star. Revenue from these e-commerce opportunities, prior
     to phase 2, will be split evenly between Ad-Star and Company after a
     mutually agreed share for the Affiliate. Only when Company hosts Co-branded
     pages will the inclusion of all such e-commerce opportunities from the
     Co-branded pages be determined by Company. At which time when Ad-Star
     provides such e-commerce opportunities, they shall be by mutual consent as
     between Ad-Star and Company and apportioned subject to mutual agreement.

m)   Will provide Company Affiliate with either the customer service support for
     crediting back classified advertisement purchases made through Co-branded
     pages as required by Affiliate or provide Affiliate with the online
     capability to apply such credits themselves. In both cases Affiliate will
     be liable for all


                                        8                           Confidential
<PAGE>   9
     credit card processing charges for such credits. These fees will be
     deducted from advertising fees due to Affiliate in a similar fashion to
     other applicable fees as described in Section 5 of the Agreement to which
     this Attachment A is attached.



                                        9                           Confidential

Source: OneCLE Business Contracts.