Position: President of Flashnet Marketing, Inc.

June 24, 1998


Mr. Terri Frey 1312 N. Forest Park Blvd. Ft Worth, Texas 76102


RE: Offer


Dear Terri:


I am excited about the prospect of having you join FlashNet Marketing, Inc. on a full time basis, and [look forward to the valuable contribution you will make to our success in the coming months. A large measure of our future success will depend upon your work here with our company, and in this regard I would like to offer the following compensation plan to you:


Position: President of FlashNet Marketing, Inc.


General Job Duties: As with most senior management positions, you will be
largely responsible for writing your job description.
In a general sense you will be responsible for helping
FMI build industry prominence and attract new customers
and representatives by implementing network marketing
programs and brand awareness campaigns. You will be
responsible for all aspects of our marketing. This
includes development of concepts, implementation of
specific programs and campaigns, as well as development
and management of a staff that will assist you in these
activities. You will also be responsible for developing
new distribution channels. You will be expected to
develop new strategic relationships that will enhance
our revenue stream through such endeavors.


7/1/98 to 12/31/99 1/1/00 to 12/31/00 1/1/01 and thereafter - -------------------------------------------------------------------------------- Salary $5,192.31 per pay $2,500.00 per pay -0.00
period which calculates period which calculates
to 135,000.00 annually to $65,000.00 annually


Target Amount
------ ...