DISTRIBUTION AND SERVICE AGREEMENT
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This Distribution and Service Agreement ("Agreement") is made and entered into
between Ad-Star Services Inc., a New York Corporation ("AdStar") with offices at
4553 Glencoe Avenue, Suite 325, Marina del Rey, CA 90292 and PowerAdz.com LLC. a
New York Corporation (the "Company"), with offices at 96 Thompson Hill Road,
Rensselaer, NY 12144 as of February 9, 1999 ("Effective Date").

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

1)    Purpose: Company provides a classified advertising Web publishing and
      hosting service (using but not limited to "AdQuest, CarCast, AuctionHill,
      ThinkHomes and Career Gold Brands") for affiliated publications
      ("Affiliates") on the World Wide Web part of the Internet
      ("www.adquest.com"). AdStar 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   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. Not withstanding the above,
            responsibilities of each party detailed in Attachment A cannot be
            deleted or substantively edited without the mutual consent of the
            other party.

      3.2   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.

      3.3   AdStar 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 ("AdStar
            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 AdStar 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 AdStar's
            approval; (c) any use of the AdStar Marks shall inure to the benefit
            of AdStar; and (d) the Company shall submit to AdStar for its prior
            approval, not to be unreasonably withheld, all advertising,
            promotional and other material bearing any AdStar Marks.

      3.4   The Company grants to AdStar 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) AdStar 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) AdStar shall submit to Company for its prior
            approval, not to be

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            unreasonably withheld, all advertising, promotional and other
            material bearing any Company Marks.

      3.5   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.

      3.6   Nothing in this Agreement shall be deemed to grant to the Company
            any ownership interest in the AdStar Marks or to AdStar 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.

      3.7   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.

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 February 17, 1999 beta release of the Ad-Star ad
      taking functionality through the Co-branded pages and Ad-Star's sites.
      Subsequently, both parties will work towards a fully functional live
      production date of March 15, 1999.

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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
      AdStar 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 (excluding advertisements) does not and will not contain any
      content or material, 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
      (excluding advertisements) does not and will not contain any content or
      material, 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.

      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


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      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, AdStar'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 ninety (90) 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 ninety (90) 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
      ninety (90) 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, 12, 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.

            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.

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            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 dispute remains unresolved for a period of
            thirty (30) days after one party has provided written notice of the
            dispute to the other, then each party shall designate an officer to
            meet to endeavor to resolve the 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.

            Upon the expiration of said thirty (30) day period, 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, NY by three arbitrators.
            One arbitrator shall be selected by AdStar, 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 AdStar and Company.

            AdStar 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 ADSTAR:
PowerAdz.com LLC.                                    Ad-Star Services, Inc.

By:                                                  By:

Name: s/ Robert Godgart                              Name: s/ Leslie Bernhard
      --------------------------                           --------------------

Title: Chairman                                      Title: President
      --------------------------                           --------------------


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ATTACHMENT A - RESPONSIBILITIES OF THE PARTIES

Company Shall:

a)    Assign a Company employee as the project contact to assist AdStar in the
      design of the Web page interface look and feel which will be consistent
      with Company's Web environment and will be based on AdStar's required
      information. The interface will use the AdStar demo site, Ad-StarNet, and
      Ad-Star private label templates as guides for the fields of information
      that are needed and the flow of the Web pages. Company and Ad-Star will
      mutually agree on the final implemented look and feel along with the
      fields of data that are required. The Co-branded pages will accommodate ad
      placement into all participating Company Affiliates and Ad-Star Clients;
      and when linked to from a Company Affiliate Web site, will also include
      that publication as the default selection. 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 on the Co-branded pages.


b)    promote the Ad-Star ad taking services 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 program. Company will include the Ad-Star ad taking
      services into its basic service for all new Company Affiliates and as an
      automatic upgrade to all existing Company Affiliates.


c)    ensure that its participating Affiliates publish the ads delivered to them
      through the Ad-Star ad taking services in accordance with what the
      advertiser has paid for, e.g. appropriate placement and frequency.

d)    will promote the Co-branded pages to the users of its Web site with
      permanent buttons from the navigation bars across the top and left hand
      sides of its Web site. These permanent buttons will link to the Co-branded
      pages. In addition, Company will include a link to the Co-branded pages in
      the "What's New" section at launch.

AdStar Shall:

a)    provide company with an exclusive means to place State Association buys
      where Company has exclusive relationship, existing and future, with the
      Newspaper State Association. A "State Association buy" is defined as the
      ability to buy through the Ad-Star ad taking services all newspapers in
      the Newspaper State Association, which participate and are Company
      affiliates, with a single selection rather than having to identify each
      newspaper separately. The State Association buy will only be available for
      a pre-defined formatted ad, which is acceptable by all participating
      newspapers and Ad-Star.

b)    provide Company and its Affiliates with the ability to take ads through
      the Ad-Star ad taking services into the Affiliates print and online
      environments. These ads will be pre-paid and conform to the reasonable
      pricing instructions from the publication. AdStar will deliver the
      advertising coming through the Ad-Star ad taking services to the
      appropriate Company Affiliate for publication via e-mail. 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.

c)    assist in the marketing to key Company Affiliates and making marketing and
      training presentations to the Company sales force. Additional
      presentations requested by Company beyond what AdStar considers reasonable
      will be made at the expense of Company or other mutually agreed
      arrangement.

d)    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

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      Time. In addition, Ad-Star will provide e-mail support exclusively for
      advertisers using the Company version of the Ad-Star ad taking services.

e)    in the event that it goes out of business, 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.

f)    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 or Company Affiliate
      First 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           40%                        40%                        25%
(i.e. not a pre-existing
Ad-Star Client)

Pre-existing Ad-Star Client       25%                        0%                          0%

Ad-Star Client solely             25%                        0%                          0%
(i.e. not a Company
Affiliate)




      Note that whenever a user comes through Company's Web site and places an
      ad in a non-Company Affiliate publication, Company will receive 25% 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.

g)    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. Not withstanding the above, the total Ad-Star
      transaction fee for State Association buys will be determined by the
      number of Affiliates in the State Association buy multiplied by the
      Ad-Star transaction fee (e.g. 10 Affiliates x $3.00=$30.00), however the
      total Ad-Star transaction fee for a State Association buy will not exceed
      ten percent (10%) of the total advertising revenue for the particular buy
      (e.g. 10 Affiliates x $25.00 (individual ad revenue per Affiliate) =
      $250.00 (total advertising revenue), so the Maximum Ad-Star transaction
      fee for this buy is $250.00 * 10%= $25.00). In addition, the Minimum
      Ad-Star transaction fee for a State Association buy is $.75 per Affiliate
      in the particular buy, (e.g. 10 Affiliates x $6.00 (individual ad revenue
      per Affiliate) = $60.00, so the minimum Ad-Star transaction fee for this
      buy is 10 Affiliates x $.75 = $7.50. Note that when the Minimum Ad-Star
      transaction fee is greater than the Maximum Ad-Star transaction fee, the
      Minimum Ad-Star transaction fee shall rule.


h)    Provide Company with an initial exclusive right to market the AdStar ad
      taking services to Company First Affiliates for a reasonable period of
      time, not to exceed 90 days.


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<PAGE>   8
i)    reserve the right to refuse service to any Company Affiliate at AdStar's
      reasonable discretion, after first using reasonable means to remedy cause
      of refusal.

j)    provide additional revenue generating opportunities for the Co-branded
      pages. Revenue from all e-commerce opportunities on the Co-branded pages
      will be split evenly between Ad-Star and Company after a mutually agreed
      share for the Affiliate.

k)    Ad-Star and Company agree to split all banner advertising impressions on
      the Co-branded pages on a fifty-fifty (50/50) basis. The mechanism for
      distributing the banner impressions between Ad-Star and Company will be
      developed in greater detail Each company will retain full responsibility
      for selling the advertising impressions allocated to it as well as one
      hundred percent (100%) of all revenues derived from said advertising.
      Finally, it is understood that Affiliates retain the right to refuse
      selected banner advertising on their versions of the Co-branded sites.

l)    use reasonable efforts to provide Company with pageview counts for
      visitors from Company and Affiliate Web sites to the Co-branded pages.

m)    collect information necessary for setting up Ad-Star's ad taking service
      from participating Affiliates and coordinate launch with Affiliates.


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Source: OneCLE Business Contracts.