July 30, 1998 Eller Media Company Orange Country Division 1539 W. Orangewood Ave. Orange, California 92668 Mr. Fred Rice Consumer Net Marketplace 1900 Los Angeles Ave. 2nd Floor Simi Valley, CA 93065 Dear Fred: The following will outline our conversation of July 28, 1998. Eller Media is interested in discussing a partnership/participation with CNM Network for stock. This partnership would be over and above the current outdoor you are currently purchasing. Possibly the best way to outline the program would be to relate it to the schedule you are running in Southern California. Your current expenditure is approximately one million dollars. We would sell CNM Network additional space at fifty percent of the negotiated rate you are paying on a space available basis. This remnant space (production not included) would be preemptable. In lieu of cash payment for this space, CNM Network will supply to Eller Media stock in CNM Network. As you explained you have to declare that amount now prior to your offering. We would take two million dollars in stock (at $2 per share) for the above program. The stock issued to Eller would be kept in an escrow account and released to us as we delivered the space. The space for stock program could be run in any Eller market based on the above formula. I hope this gives you enough information to go ahead. Again, thank you for the business we enjoy from CNM Network. If the above is acceptable to you please sign below and return. Sincerely, Signed by Bruce K. Seidel, President of Eller Media Company's Southern California Division. CC: Karl Eller Paul Thompson Accepted and signed by Fredrick J. Rice, President of Consumer Net Marketplace, Inc. subject to a more definitive agreement. ELLER MEDIA COMPANY CONTRACT FOR OUTDOOR POSTER ADVERTISING CONTRACTED FOR AGENCY: ON BEHALF OF ADVERTISER: Agency# Advertiser # ---------------------------- -------------------------- Name Name Consumer Net Marketplace, Inc. ------------------------------- ------------------------------------ Address Address 1900 Los Angeles Ave., 2nd Floor ---------------------------- ---------------------------------- City/State/Zip City/State/Zip Simi Valley, CA 93065 -------------------- ---------------------------- Contact Contact Mr. Fredrick Rice ---------------------------- ---------------------------------- Phone # Phone # (805) 520-7170 ---------------------------- ---------------------------------- Advertise/Product Product Internet ------------------ ---------------------------------- - ------------------------------------------------------------------------------------------------------------ Market Name/ Size No. of Posters Term in 4- Posting Unit Rate Rate Contract Location Showing -------------- week periods Dates per 4- Total Illlum Reg wk Pd. - ------------------------------------------------------------------------------------------------------------ Ventura Special 10 6 7/6/98 $350 $3,500 $21,000 (Transit Panels) - ------------------------------------------------------------------------------------------------------------ DISPLAY COMMENCES GROSS TOTAL CONTRACT PRICE $21,000 --------------------------- --------- TOTAL NET AMOUNT --------- $21,000 --------- SPECIAL INSTRUCTIONS: Terms: Net 30 Days Guaranteed override through January 1, 1999 ADDITIONAL CHARGES: Agency/Advertiser hereby contracts for the outdoor advertising services ("service") described above upon the terms set forth above AND ON THE BACK HEREOF. This contract must be signed by both parties to be effective. Signed by Fredrick Rice Signed by Eller Media