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Exhibit 10.5

                            MASTER SERVICES AGREEMENT

         THIS MASTER SERVICES  AGREEMENT (the "AGREEMENT") is made and effective
as of March _4_, 2002 (the "EFFECTIVE DATE"), by and between The Players Network
("NETWORK"),  a Nevada  corporation,  located at 4620 Polaris Avenue, Las Vegas,
Nevada  89103,  and  Trump  Marina  Hotel  Casino  ("CUSTOMER"),  a  New  Jersey
corporation,  with  corporate  offices  located at Huron  Avenue and  Brigantine
Boulevard, Atlantic City, New Jersey 08401.

                                    RECITALS

         WHEREAS,   Network  owns  and  produces   in-house  gaming   television
programming and can develop an online  streaming  media  marketing  strategy for
Customer;

         WHEREAS,  Customer  and  Network  desire  to have  Customer  distribute
Network's program content  (including a customized  in-house gaming channel) (i)
on a  designated  marketing  channel on a privately  operated  cable  television
distribution  system (the "DIGITAL  PLAYBACK  SYSTEM")  within its hotel through
various vertical marketing vehicles,  including,  without  limitation,  Internet
webcasts,  and other private and public interactive mediums, all pursuant to the
terms and conditions of this Agreement;

         NOW,  THEREFORE,  in consideration of the mutual covenants herein,  and
for other good and valuable consideration,  the receipt and adequacy of which is
hereby acknowledged, Network and Customer agree as follows:

                                    AGREEMENT

1.       TERM & TERMINATION

a.                TERM.

                  Unless otherwise  terminated as provided  herein,  the initial
                  term of this Agreement (the "INITIAL  TERM") shall commence on
                  the Effective  Date, and shall continue for  twenty-four  (24)
                  consecutive months thereafter. Network and Customer shall meet
                  in  good  faith  at  least  ninety  (90)  days  prior  to  the
                  expiration  of the  Initial  Term to  discuss  the  terms  and
                  conditions for renewal of this Agreement.  Notwithstanding the
                  foregoing,   after   expiration  of  the  Initial  Term,  this
                  Agreement  shall  automatically  renew for  successive  twelve
                  month periods (collectively,  the "RENEWAL TERM," and together
                  with the Initial Term,  the "TERM") unless either party elects
                  to allow  the  Agreement  to expire  by  delivering  a written
                  notice of such  election  no fewer than thirty (30) days prior
                  to the date the Term is scheduled to expire.


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         b.       EARLY TERMINATION.

                  This  Agreement  may be  terminated  upon  delivery of written
                  notice of termination effective immediately:

                  1)       If Customer does not find  Network's  programming  to
                           meet reasonable  marketing goals achieved as a direct
                           result of  promotions  conducted  by both  parties as
                           outlined in Section 5(a)

                  2)       By either  party,  if the other  party has  failed to
                           make a payment required hereunder within fifteen (15)
                           days  after  the other  party's  receipt  of  written
                           notice of its failure to pay;

                  3)       By  either  party,  if the  other  party  breaches  a
                           material provision of this Agreement which breach has
                           not been  cured  within  thirty  (30) days  after the
                           other party's written notice of its breach; or

                  4)       By Customer,  if Customer reasonably  determines that
                           continued association with Network may jeopardize any
                           gaming  license held or pursued by Customer or any of
                           its subsidiaries or affiliates.

                  A  termination  pursuant to this Section 1(b) shall not impair
                  either party's other rights and remedies under law or equity.

2.       PROGRAMMING PACKAGES.

         a.       GENERAL DESCRIPTION; CONTENT; COMMERCIAL ADVERTISING.

                  1)       Network shall provide  Customer with digital  content
                           management   services  and  the  technical  equipment
                           described  in this  Section  2 that is  necessary  to
                           broadcast  a   Programming   Package  at   Customer's
                           location in accordance  with the terms and conditions
                           of this  Section 2. For  purposes of this  Agreement,
                           (A) "PROGRAMMING PACKAGE" means a schedule of Network
                           Programs   specifically   designed   for   Customer's
                           location   to  be   broadcast   at  such   times  and
                           frequencies  as proposed  by Network  and  reasonably
                           agreed to by Customer on Customer's  Digital Playback
                           System in the guest rooms of Customer's  location and
                           (B) "NETWORK  PROGRAMS"  means the entire  library of
                           completed  television  shows,  feature  segments  and
                           promotional  videos  developed  and owned by Network,
                           including,   without   limitation,   Video  Segments,
                           Feature   Segments  and  any  other  new  programming
                           developed  and owned by  Network  during the Term but
                           excluding customized programming developed by Network
                           for Network's other customers (whether or not Network
                           holds   ownership   or   license   rights   to   such
                           programming).

                  2)       Network  shall  inform  Customer  of new  programming
                           under  development by Network  (except for customized
                           programming  developed by Network for Network's other
                           customers)   subject  to  Network's   confidentiality

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                           standards and procedures.

                  3)       Network  shall use good faith efforts to consult with
                           Customer regarding  Customer's  programming  requests
                           and to  accommodate  Customer's  reasonable  requests
                           within Customer's and Network's standard  programming
                           format,  such  as  by  making  minor  alterations  to
                           graphics, charts, rules and voiceovers or minor edits
                           to exclude specific programming content that Customer
                           reasonably  believes to be  objectionable in light of
                           its  business  and  operations;   PROVIDED  that  (A)
                           nothing   contained  herein  shall  be  construed  to
                           require  Network to reformat  or provide  substantial
                           alterations  or edits to any Network  Program and (B)
                           if  the   parties   cannot   agree   on   appropriate
                           alterations  or edits to a Network  Program,  Network
                           shall, upon Customer's  request,  remove such Network
                           Program from the Programming Package.

                  4)       As an option which can be executed at any time during
                           the term of this Agreement,  Network can produce once
                           per  calendar  month  for  broadcast  along  with the
                           Programming  Package a master calendar of events that
                           promotes Customer's property. The format and contents
                           for such calendars are described in further detail in
                           EXHIBIT  A.  Customer  shall  develop  and submit the
                           contents  for  such  calendars  including,   but  not
                           limited to, music,  photos, etc. and instructions for
                           cross-promotions  in  writing to Network no less than
                           three business days prior to Customer's  desired date
                           for broadcast thereof and will use good faith efforts
                           to  accommodate  such other  changes as Customer  may
                           request.

         b.       EQUIPMENT AND TECHNICAL INSTALLATION & MAINTENANCE SERVICES

                  1)       Network  shall  install  digital  playback  equipment
                           compatible with Customer's Digital Playback System in
                           order  to  provide  an  advanced   marketing  vehicle
                           consisting of customized Customer  programming and/or
                           any future services to be provided to Customer by the
                           Network.  All equipment  provided by Network shall be
                           owned (or leased)  and  operated by Network and shall
                           not be considered property of Customer.

                  2)       Network  shall  maintain and service its equipment at
                           no  additional  expense to  Customer.  Network  shall
                           install a paging  system or provide a similar  device
                           that  notifies  Network  of  any  equipment   failure
                           resulting  in channel  downtime  reasonably  promptly
                           after its occurrence.  Network shall use commercially
                           reasonable   efforts   to  repair  or   replace   any
                           non-operational equipment such that broadcasts resume
                           within two business days of the  commencement  of the

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                           downtime.  In the event of downtime,  the Programming
                           Package  Fee  shall  be  prorated  (on an  day-by-day
                           basis) for  consecutive  hours of downtime  above the
                           initial two business day period.

                  3)       Customer  shall  provide an area for the equipment to
                           be  located,  one  dedicated  telephone  line and one
                           dedicated  landline  connection.  Such  equipment and
                           lines  shall  be  located  in an  area  that  is  not
                           accessible to guests but allows for reasonable access
                           by Network to perform its duties hereunder.

                  4)       Customer  shall  provide  Network  and its  appointed
                           representatives   with  necessary   access  to  areas
                           wherein  the  equipment  shall be located and Network
                           shall  have the  right  and  authority  to enter  the
                           premises  of  Customer  at any time with  appropriate
                           verbal  notice and subject to  Customer's  reasonable
                           security clearance  procedures to install,  update or
                           repair programming and maintain the equipment.

                  5)       Customer shall designate, or cause its in-house cable
                           and Internet system providers to designate, a channel
                           (the "DEDICATED  CHANNEL") (which shall be the lowest
                           channel  position  available) on the Digital Playback
                           System  for  continuous,  24-hour  broadcast  of  the
                           Programming  Package.  Customer  may request that the
                           Programming   Package  be  provided   on   additional
                           Dedicated  Channels  (which need not be in the lowest
                           channel  position  available) by delivering a written
                           request  to  Network  accompanied  by  payment  of  a
                           one-time  equipment upgrade fee in the amount of Four
                           Thousand   Dollars   ($4,000)  for  each   additional
                           Dedicated  Channel.  Network shall maintain equipment
                           and  scheduling of  programming  related to up to one
                           additional Dedicated Channel at its cost and expense.

                  6)       If at  any  time  Customer  has  any  interactive  or
                           on-demand    program    suppliers   ("OTHER   PROGRAM
                           SUPPLIERS")   and  Customer   desires  for  Network's
                           Programming   Package   to  be   interactive   and/or
                           on-demand,  Customer shall be solely  responsible for
                           paying  any and all  fees or  costs  associated  with
                           making arrangements for such interactive or on-demand
                           programming charged by such Other Program Suppliers.

                           Network  shall  cooperate  with  Customer  and  Other
                           System  Providers in good faith (but at no additional
                           cost  to  Network)  to  make  any   necessary   minor
                           technical  adjustments  and  adaptations to Network's
                           Programming  Package and/or equipment as necessary to
                           comply  with  Other  System   Providers'   reasonable
                           technical platform and broadcast standards.

                           Network shall be provided with written reports on not
                           less than a monthly basis  detailing the  interactive
                           usage of the Customized  Programming  during the Term
                           and  furthermore  shall  have the right to audit such
                           reports on not less than an annual basis (which audit
                           rights shall survive the expiration or termination of
                           this  Agreement).  Network  shall  receive  on-screen
                           credit  and  co-branding  of  such  programming  that
                           reasonably  describes Network's role in providing the
                           services hereunder.


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                  7)       In  the  event  Other  Programming   Suppliers  offer
                           Internet  access on the same platform where Network's
                           programming is being broadcast, customer will request
                           that Other Programming  Supplier provide Network with
                           a link  to its own  website,  www.PlayersNetwork.com,
                           within   reasonable   guidelines   of  the   system's
                           capability. Such link shall be located in a prominent
                           area  on  the   interactive   pages  where  Network's
                           programming is being offered.

                  8)       Prior to supplying its programming hereunder, Network
                           shall be  entitled  to receive  written  agreement(s)
                           reasonably  satisfactory  in form  and  substance  to
                           Network  assuring that Other Program  Suppliers  will
                           have no right or interest in  Network's  programming,
                           or  any  ability  to  manipulate  or  otherwise  use,
                           Network's  content  except to broadcast  such content
                           into guest rooms on the Dedicated Channel(s).

         c.       LICENSES AND BROADCAST RIGHTS.

                  1)       Network   hereby   grants    Customer   a   personal,
                           non-transferable, non-exclusive, royalty-free license
                           during the Term to broadcast the Programming  Package
                           at the Designated  Location  designated  therefor and
                           over the Customer's  Website.  Customer  acknowledges
                           and  agrees  that,  except  for the  license  granted
                           pursuant to the foregoing sentence, it owns no right,
                           title or interest in or to the Programming Package or
                           its contents other than the Customized Video Segments
                           and provided in Section 3.

                  2)       Customer  acknowledges that Network may broadcast the
                           Programming   Package,   including   all   Customized
                           Programming,  and any portion  thereof over Network's
                           website, WWW.PLAYERSNETWORK.COM, and all of Network's
                           existing  and  future   national  and   international
                           broadband, cable and wireless distribution channels.


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3.       CUSTOMIZED VIDEO PRODUCTION.

         a.       GENERAL DESCRIPTION.

                  1)       Network  shall  develop and  produce for  Customer an
                           aggregate   of   thirty   (30)   minutes   of  final,
                           customized,  talent-driven  segments in an  "Electric
                           News   Gathering"   or   "ENG"-style   (collectively,
                           "CUSTOMIZED  VIDEO  SEGMENTS") in accordance with the
                           Section 2(a) and EXHIBIT B attached hereto.  Customer
                           can use the thirty (30) minutes in any way they wish.
                           Customer shall own the Customized  Video Segments and
                           raw footage and B-roll used to develop the Customized
                           Video  Segments,  subject to the licenses  granted to
                           Network hereunder.

                  2)       Prior to production of the Customized Video Segments,
                           Network  and  Customer  shall  designate  appropriate
                           members of their  staff to hold a series of  creative
                           meetings to establish the subject matter and creative
                           approach for the segments and the specific  number of
                           segments to be shot.


                  3)       Network  agrees that the  Customized  Video  Segments
                           shall be in  objectively  good  taste  and  shall not
                           contain any content  that is  offensive  (in light of
                           Customer's  industry),  obscene or violent.  Customer
                           reserves the right to request changes to a Customized
                           Video   Segment  to  ensure  the   accuracy   of  the
                           information contained therein so long as such changes
                           do not  require  more than two (2) hours of  editing.
                           Customer shall pay  additional  charges in accordance
                           with  EXHIBIT C after  the  second  hour of  editing.
                           Network  shall  use  good  faith  efforts  to  inform
                           Customer of the expected changes,  if any, associated
                           with changes requested by Customer.

                  4)       Any  Customer   production   request  that   requires
                           scripting a specific story to be shot  on-premise and
                           edited into a specific  Customer  program  feature (a
                           "FEATURE  SEGMENT")  shall be submitted to Network in
                           writing  no less than  fourteen  (14)  business  days
                           prior to the date and time that  filming is requested
                           to commence.  Customer  reserves the right to approve
                           script  and/or  story angle for  Feature  Segments to
                           ensure  the  accuracy  of the  information  prior  to
                           shooting.  Prior to shooting,  Customer must sign off
                           on both the script  (when  applicable)  and  creative
                           approach.  When  production on a Feature  Segment has
                           been   completed,   Network   shall   pay  the  costs
                           associated  with  any  minor  changes   requested  by
                           Customer that require up to two (2) hours of editing.
                           If  Customer  requires  changes to a Feature  Segment
                           that  requires  editing  time  in  excess  of two (2)
                           hours,  Customer  shall  pay  additional  charges  in
                           accordance  with  EXHIBIT C.  Network  shall use good
                           faith  efforts  to inform  Customer  of the  expected

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                           charges,   if  any,   associated   with  the  changes
                           requested by Customer.

                  5)       Customer shall appoint one or two personnel to act as
                           liaisons with  Network's  production  team during the
                           production of the  Customized  Video  Segments and to
                           assist  Network with the  coordination  of customized
                           production.

                  6)       Customer  shall  provide (or cause to be provided to)
                           Network at Customer's  sole expense all publicity and
                           production   clearances   necessary   or   reasonably
                           requested  by  Network  for  filming  on   Customer's
                           premises.  Customer shall be solely  responsible  for
                           obtaining   any  and  all  consents   and   approvals
                           (including as related to privacy, image, personality,
                           recording or  broadcast  rights) from talent hired by
                           Customer  and   employees   and  guests  of  Customer
                           necessary  or  reasonably  requested  by  Network  in
                           connection with the filming,  production or broadcast
                           of the Customized Video Segments.

                  7)       Customer  shall notify and  coordinate  with security
                           for Network  production  crews when and where  deemed
                           appropriate  by Network  while  filming on Customer's
                           premises.

                  8)       For  production  occurring at any  location  owned or
                           controlled  by the  Customer,  Network  shall provide
                           insurance  of the  type  and  with  limits  that  are
                           reasonably   appropriate   to   the   scope   of  the
                           production.  Customer shall be named as an additional
                           insured thereon.

         b.       PRODUCTION PERSONNEL.

                  1)       Network's  standard  on-site crew shall consist of up
                           to four  crew  members  (a  Network  producer  and an
                           on-camera reporter, when and if deemed appropriate by
                           Network for the specific segment).  Network shall use
                           good  faith  efforts to  identify  at the time of the
                           production request if additional on-site crew members
                           or special production  equipment and  post-production
                           processes  will be necessary  for more  sophisticated
                           filming  and  productions,  the  assignment  of which
                           shall be subject to Customer's consent. Customer also
                           may   request   additional   on-site   crew   in  its
                           discretion.   Customer   shall  bear  all  costs  and
                           expenses  associated with additional  on-site crew in
                           accordance with Exhibit C.

                  2)       Customer shall provide rooms,  food and beverages for
                           Network's  on-site  production crews while filming at
                           Customer's  property for production work and/or while
                           Network  conducts  business in Atlantic  City.  These
                           provisions will include  reasonable use of all public
                           restaurants at Customer's property.

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                  3)       If Customer is a party to any  collective  bargaining
                           agreements  that  require  the  utilization  of union
                           personnel  in  connection  with  on-site  filming  or
                           production,   Customer  shall  be   responsible   for
                           supplying    such   personnel   and   incurring   the
                           incremental cost related to their compensation.

         c.       ADDITIONAL SERVICES.

                  1)       Where  production  services  are being  performed  on
                           already completed  Customized Video Segments (such as
                           edits to graphics,  music,  writing and/or  voiceover
                           services),   Customer   shall  only  be  charged  for
                           re-purposing   and  updating  of  such   segments  in
                           accordance with EXHIBIT C.

                  2)       Upon  Customer's   written  request,   Network  shall
                           provide  Customized  Production  in  excess of twenty
                           (20) minutes; PROVIDED that Customer pays Network (A)
                           in advance the Supplemental  Video Production Fee and
                           (B) upon  receipt of an invoice  therefor,  all other
                           costs and expenses associated therewith in accordance
                           with EXHIBIT C.

                  3)       Customer  may request on short  notice  that  Network
                           produce, and Network shall use its good faith efforts
                           (which is expressly  subject to the  availability  of
                           Network's  local  on-site  ENG  crew) to  produce,  a
                           segment  involving a special story where the standard
                           advance notice and planning may not be possible, such
                           as   jackpot   winners,    special   appearances   or
                           spontaneous events.  Customer shall pay all costs and
                           expenses  associated with  accommodating such special
                           production in accordance with EXHIBIT C.

         d.       LICENSES; OTHER.

                  1)       All  techniques,   processes,   know-how,   show-how,
                           patents and other proprietary  information  developed
                           by  Network  during  its  performance  of  any of the
                           services  under this  Agreement,  including,  without
                           limitation,  the  development  and  production of the
                           Customized Video Segments,  shall be and at all times
                           remain the sole and  exclusive  property  of Network,
                           and Customer  shall hold no right,  title or interest
                           with respect thereto.

                  2)       Network shall digitally  encode all of the Customized
                           Video  Segments to enable  streaming the content over
                           the  Customer   Websites.   Upon  Customer's  written
                           permission,   Customer   shall  grant  to  Network  a
                           worldwide,  perpetual,  non-exclusive,   royalty-free
                           license  during and after  expiration  of the Term to
                           rebroadcast   the  Customized   Video  Segments  over
                           Network's website, WWW.PLAYERSNETWORK.COM ("NETWORK'S
                           WEBSITE"),  and all of Network's  existing and future
                           co-branded broadband and cable distribution  channels

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                           and to use and show the Customized  Video Segments to
                           third parties as samples of Network's work.

                  3)       Network  shall create and  maintain a separate  video
                           library,  which library shall include all  Customized
                           Video Segments,  "B-roll," news stories,  promotions,
                           Feature  Segments and graphics  created for Customer.
                           Network   hereby   grants  to  Customer  a  personal,
                           non-transferable, non-exclusive, royalty-free license
                           to  use  for   promotional   purposes  only  at  such
                           Designated Location (but not to duplicate) during the
                           Term  the  contents  of  the  library  and  Network's
                           digital  linear tape drives;  PROVIDED  that Customer
                           shall reimburse  Network's actual  duplication  costs
                           associated  with  creating the library  (described in
                           Exhibit C,  Duplication  Cost).  Upon  expiration  or
                           termination of this Agreement,  Customer shall return
                           all contents of the library to Network other than the
                           Customized   Video  Segments  and,  if  requested  by
                           Network, shall deliver a certificate to that effect.

                  4)       Customer shall obtain  Network's  written consent (to
                           be granted in  Network's  sole  discretion)  prior to
                           using  the  library  or any of  its  contents  in any
                           manner  outside  of the  express  license  granted in
                           Section  3(d)(3)  above  (such as by  permitting  any
                           third  party to review,  access or use the library or
                           any of its  contents).  Network  shall be entitled to
                           receive a portion  of any fees or  revenues  received
                           directly or  indirectly by Customer  associated  with
                           any use of the contents of the library outside of the
                           express license granted in Section 3(d)(3) above, and
                           the  parties   agree  to   negotiate  in  good  faith
                           regarding   the   allocation  of  any  such  fees  or
                           revenues.  When and if programming is used outside of
                           the express license granted in Section 3(d)(3) above,
                           Network  shall  receive  a  credit  that   reasonably
                           describes such contents and that reads in conspicuous
                           lettering  "COURTESY OF PLAYERS NETWORK" (or words of
                           similar  effect)  at  an  appropriate  place  in  the
                           programming or promotional materials.

                  5)       From time to time,  Network  may  request  to produce
                           programming   and  event   coverage   on   Customer's
                           property.  Any such  production  is to be included in
                           the general Network  programming library and Customer
                           will not be charged for the same,  nor will such time
                           be  included in  Customer  allotted  hours of monthly
                           field  production.  It is  understood by Network that
                           Customer,  may not always grant requests indicated in
                           this Section 3(d)(5).


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4.       INTERNET AND BROADBAND DISTRIBUTION AND MARKETING SERVICES

         a.       GENERAL DESCRIPTION.

                  1)       Commencing  as  promptly  as  practicable  after  the
                           Effective  Date,  Network  shall provide the Internet
                           and Broadband  Distribution  and  Marketing  Services
                           described  in  EXHIBIT D attached  hereto  including,
                           without   limitation,   (i)   providing   links  from
                           Network's Website to Customer's Wild Card signup page
                           on Customer  Website,  www.TrumpMarina.com,  so as to
                           provide  users of  Network's  Website  best access to
                           Customer's Website (the "NETWORK-CUSTOMER  LINKS") as
                           are available given Network's other commitments, (ii)
                           posting  on  Network's   Website  of  marketing   and
                           promotional information regarding Customer's location
                           and (iii) digitally  encoding and enabling  streaming
                           broadcasts  of  the   Programming   Package  and  the
                           Customized  Production  Segments on not more than one
                           website,  and  on  Network's  Website  and  broadband
                           system as in existence, as well as future systems.

                  2)       Upon the request of Customer, Network may provide one
                           or more  Network-Customer  Links to Customer's  hotel
                           reservations  order  webpage,  and Customer shall pay
                           Network a ten percent (10%)  commission  for all paid
                           reservations  booked  through  such  Network-Customer
                           Links.  The  amounts in  respect of such  commissions
                           shall  be  paid  on a  monthly  basis  and  shall  be
                           accompanied  by  a  detailed   report  of  Customer's
                           on-line orders for such month. Upon reasonable notice
                           to Customer, Network shall have the right to audit no
                           more frequently than once per year Customer's records
                           for  purposes  of  confirming  compliance  with  this
                           Section.

                  3)       Network-Customer   Links  may  be   modified   and/or
                           expanded  from  time  to  time  throughout  the  Term
                           pursuant to mutual  agreement of the parties,  except
                           that   Network  may  modify  the   placement  of  the
                           Network-Customer  Links  on  Network's  Website  in a
                           manner that best  compliments the specific content as
                           determined  in  Network's  sole  discretion.  To  the
                           extent access to the Customer Websites from Network's
                           Site is requested  or granted by  Customer,  and such
                           access is deemed to be a  reproduction,  transmission
                           or distribution,  Customer hereby grants to Network a
                           perpetual,  worldwide,  non-exclusive,   royalty-free
                           license to use, reproduce,  transmit,  distribute and
                           publicly display each of the Customer  Websites so as
                           to make them available to users of Network's  Website
                           via the Internet.

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                  4)       As an option  that can be added at any time,  Network
                           will host,  maintain and provide  digital  management
                           and   streaming   media   services   for   Customer's
                           customized  content and  Network's  own video library
                           content to be streamed on Customer's Websites. All of
                           the hosting,  maintenance and administration services
                           will be  provided  for a flat  monthly  fee of  $800.
                           Billing for such  hosting  services  shall begin upon
                           commencement  of  streaming  content.  Network  shall
                           provide a report of usage on a monthly basis and more
                           frequently if reasonably requested by Customer.

                  5)       The phrase  "transfer of content" refers to megabytes
                           of content transferred from Network's hosting partner
                           to  Customer's  websites.  Each time an  online  user
                           accesses a video,  there  will be a  transfer  charge
                           which will vary depending on the size of the file and
                           modem  speed  on which a "user"  accesses  the  file.
                           Network will supply Customer with a monthly  transfer
                           report  itemizing  such  transfers.  (See Exhibit "D"
                           attached).

         b.       LIVE AND ARCHIVED WEBCASTS.

                  1)       Customer may request,  and Network shall provide,  up
                           to two (2) webcasts  over the Internet and  Network's
                           existing  broadband  sites of events as designated by
                           Customer.   Customer  shall  submit  its  request  in
                           writing that details the length,  type of event, date
                           of event and webcast and all other pertinent  details
                           necessary for Network to evaluate  technical  aspects
                           of such webcast and to prepare a budget therefor.

                  2)       Within  fourteen  (14) days of receipt of  Customer's
                           written request pursuant to Section 4(b)(1),  Network
                           shall  prepare an estimated  budget for such webcast,
                           which shall be approved by Customer.  Customer  shall
                           be  obligated to pay all costs  associated  with such
                           webcast (including any and all bandwidth,  production
                           and   distribution   fees)   plus  an   producing   /
                           administrative  fee of  twenty-five  percent (25%) to
                           Network.

                  3)       In the event there is a third party  primary  sponsor
                           ("Third Party Primary  Sponsor"),  Customer agrees to
                           share equally with Network all  sponsorship  revenues
                           it  receives  for such  webcast  less the  actual and
                           reasonable  costs it  incurs in  connection  with the
                           planning and production of such event.

                           Network may obtain  secondary  sponsorship to support
                           distribution  of  such  webcast  (i.e.   Network  may
                           arrange  for  webcast  to  be   broadcast   on  cable
                           television,  ITV and/or broadband  channels).  In the
                           event  secondary  sponsors  are needed,  any revenues
                           received   will  be   distributed   to   distribution
                           companies at Network's discretion.


                                       11
<PAGE>

5.       PROMOTION AND USE OF NAMES

         a.       Customer may request that Network provide, at cost, on-premise
                  marketing  and  promotional  materials  such  as  tent  cards,
                  elevator  and  marquee  posters  to  promote  the  Programming
                  Package and any other programming being provided by Network in
                  accordance with this Agreement.  Customer shall have the right
                  to  approve  the  design  and  artwork  of all  marketing  and
                  promotional materials prior to printing.

         b.       Customer  may prepare and  distribute  its own  marketing  and
                  promotional materials describing and promoting the programming
                  being provided by Network hereunder.

         c.       Customer  hereby  grants to  Network  the right to  reproduce,
                  alter  and  display  all  logos,  trademarks,  tradenames  and
                  similar  identifying  material  relating to Customer solely in
                  connection  with  Network's  performance  of  its  obligations
                  hereunder;  PROVIDED, HOWEVER, that such right shall be deemed
                  a  non-exclusive  license or privilege  only which  confers no
                  property rights therein,  and such license or privilege may be
                  revoked by Customer at any time,  in which event Network shall
                  immediately cease use of all such material.

6.       STANDARD FEES

         a.       INITIAL FEE

                  On the  Effective  Date,  Customer  shall  pay to  Network  an
                  initial equipment installation and programming fee of $5,000.

         b.       MONTHLY PROGRAMMING PACKAGE FEE

                  1)       No later than the first day of each  month,  Customer
                           shall  pay to  Network  a  monthly  Affiliate  fee of
                           $2,300 listed in EXHIBIT C. Upon  execution  Customer
                           shall pay to  Network  $4,600,  which will cover both
                           first and last month of Network's service.

                  2)       On  the  first  day  of  each   month  in  which  the
                           Programming  Package  is  being  delivered,  Customer
                           shall pay  Network a monthly  fee for  producing  the
                           calendar  of events  referred  to in Section  2(a)(4)
                           will  be  Five  Hundred  Dollars  ($500).  Customized
                           calendar of events will not begin until  requested by
                           Customer.

         c.       CUSTOMIZED VIDEO SEGMENT FEES.

                  As  consideration  for  production  of  the  Customized  Video
                  Segments,  Customer  shall pay  Network  a fee of Fifty  Three
                  Thousand  Dollars  ($53,000),  which  shall  be  paid  in  two
                  payments of $26,500.  The first  payment shall be due upon the
                  commencement  of  pre-production.  The second payment shall be

                                       12
<PAGE>

                  due upon the completion of 20 minutes of completed  customized
                  segments.

         d.       INTERNET AND  BROADBAND  MARKETING AND  DISTRIBUTION  SERVICES
                  FEES.

                  Customer  shall  pay  Network  the fees  listed  in  EXHIBIT D
                  associated  with  performance  of the Internet  and  Broadband
                  Marketing and Distribution Services.

         e.       LATE PAYMENTS

                  Interest  at the lesser of 1.5% per month (or  partial  month)
                  and the maximum  amount  permitted  by law shall accrue on any
                  amounts not paid within ten (10) days of the due date.

7.       REPRESENTATIONS, WARRANTIES, COVENANTS & INDEMNIFICATION

         a.       As of the Effective Date,  Network and Customer each represent
                  and warrant to the other that: (i) it has been duly formed and
                  is  validly  existing  in good  standing  under  its  state of
                  organization  and any other  states where it is required to be
                  qualified  to do business in order to perform its  obligations
                  under this Agreement;  (ii) it has the requisite right,  legal
                  capacity and authority to enter into the Agreement, to perform
                  its obligations  hereunder and to consummate the  transactions
                  contemplated hereby; (iii) this Agreement has been effectively
                  authorized  by all necessary  organizational  and legal action
                  required by it;  (iv) this  Agreement  constitutes  its legal,
                  valid,  and  binding  obligation,  enforceable  against  it in
                  accordance   with  its  terms,   subject  only  to  applicable
                  bankruptcy, insolvency, reorganization,  moratorium or similar
                  laws or equitable  principles  affecting or limiting rights of
                  contracting parties and (v) it is not party to any contract or
                  bound  by any  order  that  will  interfere  with the full and
                  complete performance of its obligations under this Agreement.

         b.       Upon   Customer's   delivery  to  Network  of  any  commercial
                  announcement   or   other   programming   material,   Customer
                  represents and warrants to Network that such  announcement  or
                  material  does not  contain any  material  that  violates  any
                  trademark,  service  mark,  right  of  privacy,  copyright  or
                  dramatic,  literary privacy, image or personality right of any
                  third party.

         c.       Except as expressly provided herein,  neither party shall have
                  any right,  title or interest in or to names,  logos,  service
                  marks, patents,  trademarks,  copyrights or other intellectual
                  property of the other party.

         d.       Customer   acknowledges   that  the  services  being  provided
                  hereunder  by  Network  are  subjective  in  nature  and  that
                  Customer will have to pay  additional  fees and costs relating
                  to alterations because of qualitative  differences it may have
                  with Network regarding their services being provided hereunder

                                       13
<PAGE>

                  (particularly  the  Customized  Video  Production).   Customer
                  further  acknowledges  that nothing  contained herein shall be
                  construed as granting  Customer the right to cause  Network to
                  remove,  alter, edit or modify in any manner any aspect of the
                  Network  Programs,  Network's  Website or Network's  broadband
                  system or programming.

         e.       Customer  acknowledges  that certain  additional  services and
                  benefits  associated  with  the  Programming  Package  and the
                  Internet and Broadband  Distribution  and  Marketing  Services
                  described herein have not yet been fully developed by Network,
                  such as additional television  syndication exposure.  While it
                  is the intent of the Network to further develop such benefits,
                  Customer acknowledges and agrees that this Agreement shall not
                  constitute  a  guarantee  of when  such  efforts  will come to
                  fruition.

         f.       Each party (in such capacity,  the "INDEMNITOR") shall defend,
                  indemnify  and forever  hold  harmless the other party and its
                  affiliates,   shareholders,  officers,  directors,  employees,
                  agents  and  partners  from and  against  any and all  claims,
                  losses,  damages,  costs  or  expenses  (including  reasonable
                  attorneys' fees) (collectively,  "CLAIMS") relating to (i) any
                  breach of any  representation,  warranty or covenant under the
                  Agreement  by the  Indemnitor,  (ii) any  damage  to person or
                  property  or  any  claim  for  damages  by  any  personnel  or
                  subcontractor,  or  (iii)  the  provision,  use,  alternation,
                  broadcast  or  distribution  of content  provided by the other
                  party (whether of an editorial,  advertising or other nature),
                  the accessibility  thereto or the exchange of information over
                  the Internet or television (including broadband) in connection
                  therewith, including copyright infringement, libel, indecency,
                  false light,  misrepresentation,  invasion of privacy or image
                  or  personality  rights or violation of recording or broadcast
                  rights.  These  indemnifications do not apply to Claims to the
                  extent  arising from the  negligence or willful  misconduct of
                  the   person   seeking    indemnification    hereunder.    The
                  indemnifications   provided   hereunder   shall   survive  the
                  expiration or  termination  of this  Agreement for any reason.
                  The  Indemnitor  shall pay any  reasonable  costs  incurred in
                  enforcing the indemnifications provided herein.

         g.       EXCEPT  AS  SPECIFIED  IN  SECTION  7(A)  AND  7(B),   NETWORK
                  EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
                  INCLUDING  THE  IMPLIED  WARRANTIES  OF  MERCHANTABILITY   AND
                  FITNESS FOR A  PARTICULAR  PURPOSE IN RESPECT OF THE  SERVICES
                  PROVIDED HEREUNDER.

8.       FORCE MAJEURE

         Neither  party shall be liable to the other for failure of  performance
         (but  not  failure  to  pay)  hereunder  by  reason  of any act of God,
         earthquake,   labor  dispute,   civil   disturbance  or   insurrection,
         non-delivery by program suppliers or others, disruption or breakdown of
         origination or transmission facilities,  or any other cause beyond such

                                       14
<PAGE>

         party's reasonable control; PROVIDED, HOWEVER, that adverse economic or
         market conditions shall not by themselves constitute grounds for excuse
         of performance hereunder.

9.       CONFIDENTIALITY

         During the Term and for a period of one (1) year thereafter,  the terms
         and  conditions  of the  Agreement  shall be kept  confidential  by the
         parties and shall not be  disclosed  by either party to any third party
         except on a  need-to-know  basis to persons or  entities  actively  and
         legitimately  investigating  the  acquisition or assumption of all or a
         portion  of such  party's  business  or in  connection  with a  merger,
         consolidation  or  reorganization  with such party.  Customer agrees to
         keep  confidential  and  not to use or  disclose  any  confidential  or
         proprietary information relating to the business practices, strategies,
         technologies or techniques of Network and agrees that such  information
         is the sole and exclusive property of Network.  Notwithstanding  any of
         the  foregoing  in this  Section  9,  information  required  to be kept
         confidential  hereunder  may be  disclosed  by a party  only (i) to the
         extent  that  such  disclosure  is  required  by  any  court  order  or
         governmental  agency,  or as may  reasonably be necessary in connection
         with any  regulatory  proceedings,  (ii) to such  party's  accountants,
         auditors, agents and counsel to the extent such disclosure is necessary
         to enable such  persons or entities  to provide  their  services to the
         party in  question,  and (iii) to  executive  personnel  of  affiliated
         companies on a need-to-know  basis.  Each party  acknowledges  that the
         remedy at law for any breach by it of this Section 9 will be inadequate
         and that the other party shall also be entitled to  injunctive  relief.
         This Section 9 shall  survive the  expiration  or  termination  of this
         Agreement.

10.      MISCELLANEOUS PROVISIONS

         a.       Network shall not be restricted from licensing its programming
                  (excluding  the  Customized  Video  Segments),  or any portion
                  thereof, to any other entity of any nature whatsoever.

         b.       Except as  expressly  provided  herein,  any  notice,  demand,
                  approval, consent or other communication required or permitted
                  hereunder or by law shall be validly  given or made only if in
                  writing,  properly  sent by  first-class  United  States mail,
                  courier  or  telecopy,  and  addressed  to the  party for whom
                  intended  at the  address  set forth in the  Preamble  to this
                  Agreement  or such  other  address  provided  in  writing by a
                  party.

         c.       Other than for (i) Claims  arising  out of breaches of Section
                  7(b) and Section 9, (ii) Claims  described in Section 7(f)(iv)
                  and (iii) Claims  determined by a final  adjudication  to have
                  been caused or  contributed  by a party's gross  negligence or
                  willful  misconduct,  in no event will the  measure of damages
                  payable by either  party  include,  nor will  either  party be
                  liable for, any amounts for loss of income,  profit or savings
                  or indirect, incidental, consequential, exemplary, punitive or
                  special damages of any party, including third parties, even if

                                       15
<PAGE>

                  such party has been advised of the possibility of such damages
                  in advance, and all such damages are expressly disclaimed.

         d.       Any  waiver  by  either  party  of any  breach  of any term or
                  condition of the Agreement  shall not be deemed to be a waiver
                  of any rights or  remedies  resulting  from that  breach,  nor
                  shall  such  waiver  constitute  a waiver of any other term or
                  condition of the Agreement.

         e.       The Agreement cannot be modified except by written  instrument
                  signed  by each  of the  parties.  Any  controversy  or  claim
                  arising  out of or  relating  to  this  Agreement,  or  breach
                  thereof, will be settled by arbitration in accordance with the
                  Commercial Arbitration Board Rules of the American Arbitration
                  Association   and  judgment  on  the  award  rendered  by  the
                  Arbitrator(s) may be entered in any court having  jurisdiction
                  thereof.

         f.       Nothing  contained  herein  shall be  deemed to create a joint
                  venture or partnership between the parties.

         g.       The  invalidity  under  applicable law of any provision of the
                  Agreement shall not affect the validity of any other provision
                  of the  Agreement,  and in the  event  that any  provision  is
                  deemed to be invalid or  otherwise  illegal or  unenforceable,
                  the Agreement shall remain effective and shall be construed in
                  accordance  with  its  terms  as if the  invalid,  illegal  or
                  unenforceable provision were not contained therein.

         h.       Each  party  agrees  to  execute  such  other   documents  and
                  instruments   and  to  perform  such  other  acts  as  may  be
                  reasonably  necessary  to carry out the purposes and intent of
                  this  Agreement  (including,  without  limitation,   executing
                  and/or  causing  the  execution  and  delivery  of,  documents
                  terminating the Existing Agreements).

         i.       Any attempted  assignment  or delegation of this  Agreement or
                  any interest  hereunder by a party  without the other  party's
                  prior  written  consent  shall  be null  and  void;  PROVIDED,
                  HOWEVER,  that  Customer  shall  have the right,  without  the
                  consent of  Network,  to assign  its  rights  and  obligations
                  hereunder to any successor entity in connection with a merger,
                  reorganization or other corporate restructuring of Customer.

         j.       Both  parties  agree  to  issue a  joint  press  release  upon
                  execution of this Agreement.  Except as otherwise  required by
                  law or regulation,  neither party shall issue the first or any
                  subsequent  press release or public  announcement  relating to
                  this Agreement or the transactions contemplated hereby without
                  receiving the prior written consent of the other party.

         k.       Unless the context of this Agreement otherwise  requires,  (i)
                  words using  singular or plural number also include the plural
                  or singular  number,  respectively,  (ii) the terms  "hereof,"
                  herein,"  "hereby,"  and  derivative or similar words refer to
                  the   entire   Agreement,   including   exhibits   (which  are
                  incorporated herein by reference),  (iii) the masculine gender

                                       16
<PAGE>

                  shall  include the feminine  and neuter,  (iv)  references  to
                  persons   shall   include   natural   persons,   corporations,
                  partnerships,  limited  liability  companies,   unincorporated
                  associations  and  similar   entities  and  bodies,   (v)  any
                  reference to a law, an agreement or a document  shall refer to
                  any amendment, supplement or replacement of the same, and (vi)
                  whenever  this  Agreement  refers  to a number  of days,  such
                  number shall refer to calendar  days unless  business days are
                  specified.

         l.       Each  party may  engage in  business  activities  or  ventures
                  independently  or with  others  irrespective  of whether  such
                  activities  or ventures do or will compete with (or are with a
                  third  party who does or  competes  with) the  business of the
                  other party or its affiliates.

IN WITNESS WHEREOF, the parties have caused this Master Services Agreement to be
executed by their authorized representatives as of the date first written above.

PLAYERS NETWORK, INC.                            TRUMP MARINA HOTEL CASINO.
By:                                              By:
   ---------------------------------------         ----------------------------
Print Name:                                      Print Name:
           -------------------------------                 --------------------
Its:                                             Its:
    --------------------------------------          ---------------------------


EXHIBITS
--------

A -      Description of Programming Package

B -      Description of Customized Video Production

C -      Fees Schedule

D -      Internet and Broadband Distribution and Marketing Services


                                       17
<PAGE>



                                    EXHIBIT A

                       DESCRIPTION OF PROGRAMMING PACKAGE

The  Programming  Package  shall be  composed  of a digital  content  management
system,  customized programming,  an in-house gaming channel program,  scheduled
production  updates,  digital content management of streaming media remote field
productions  and access to  Network's  programming  library.  The  Package  also
includes  digital  playback  equipment,  consisting of specialized  hardware and
software.  Customer  shall  be  provided  with  Customer  specific  programming,
maintenance, marketing and promotional support.

Package includes:

|X|      Access to Network's  complete line of gaming  instructional  videos and
         production library including,  without  limitation,  all Network brands
         covering table games, slots, sports, race book, and tournaments.

|X|      Digital broadcast file server with 15 hours of MPEG II - quality video

|X|      24/7 system monitoring

|X|      Maintenance and service of equipment  installed by Network  pursuant to
         this Agreement

|X|      System programming and installation

|X|      Ongoing scheduling and program rotation

|X|      Access to Network's viewership and market impact/studies.

|X|      Optional  Entertainment calendar of events that will be updated monthly
         to promote Customer's casinos.  Event calendar will be approximately 90
         seconds,  depending on total number of events each month, or roughly 18
         minutes  annually.  Calendar will be composed of  background  graphics,
         possibly  moving or including  animation,  text  information  that will
         either  scroll  or fade in and  out,  writing  copy,  a voice  over (if
         needed) and pictures or videos of the artist or event to be integrated.
         Pictures,  video and show/event information be provided by Customer and
         will need additional lead time.

         Network will create up to three separate calendars of events including,
         but not limited to, the entertainment  schedule for The Wave, The Shell
         and  miscellaneous  tournaments  and  events.  The  calendars  will  be
         inserted to accompany the specific programming featuring the venue.



<PAGE>

                                    EXHIBIT B

                   DESCRIPTION OF CUSTOMIZED VIDEO PRODUCTION

1.       Customized Video  Productions may be composed of updates with on-camera
         reporters  and  event   listings   regarding   various   categories  of
         information about Customer's gaming business such as:

         o TOURNAMENTS TODAY/REPORT
         o NEON BUZZ/ENTERTAINMENT FEATURES
         o GAMEWATCH SLOT MACHINE INSTRUCTIONAL SEGMENTS
         o SLOT AND CASINO CLUB INFORMATION
         o SPECIAL CASINO PROMOTIONS
         o DINING FEATURES

2.       Network shall prepare an updated video library  consisting of B-rolling
         Customer's  location.  The video  content will feed the visuals used in
         both the  entertainment  segments  and for the  re-purposing  of all of
         Customer's  video  needs.  Re-purposing  may  include  both  online and
         offline  marketing   solutions,   including  CD  Rom,  VHS  videotapes,
         Internet, Kiosk and Plasma Displays.

3.       The  Customized  Video  Segments  shall  be  composed  of a  series  of
         high-energy  entertainment style talent-driven production segments that
         are  customized  from  script to  screen.  These  segments  would be in
         "Entertainment  Tonight"  style,  going  behind the scenes of  Customer
         attractions,  into the kitchens  finding out the secret  recipes of the
         chefs,  and  throughout  the casino  discovering  the advantages of the
         Boarding Pass membership, special casino offers, promotions,  amenities
         and more.

         These  segments  should range between one and five minutes each and can
         feature  interviews  with the  personalities  that  make up  Customer's
         staff.  Familiarizing  guests with members of the staff will allow them
         to further connect with the property, while tempting them to experience
         the fun and excitement of the resort.

4.       The  Customized  Video  Segment  Fees  outlined in Section  6(c) of the
         Agreement  include all coach class air and ground  transportation  from
         Las Vegas,  Nevada to Atlantic  City, New Jersey up to two trips during
         the  course  of the  Agreement.  Any  additional  travel  which  may be
         required by Network's production crew or equipment shall be approved in
         advance by Customer.



<PAGE>



                      CUSTOMIZED CONTENT PRODUCTION DETAILS

         PRE-PRODUCTION

                  Includes:

                  |X|      The assignment of a creative writer/producer team
                  |X|      Pre-production creative meetings with marketing staff
                  |X|      Writing scripts and story concepts
                  |X|      Complete production breakdown and scheduling
                  |X|      Casting talent

 PRODUCTION THROUGH POST PRODUCTION

                  Includes all Equipment:

                  |X|      One betacam camera
                  |X|      Audio, Grip, Lighting
                  |X|      Video tape and expendable supplies

                  Above the Line Crew:

                  |X|      Producer / Director
                  |X|      Director of Photography

                  Below the Line Crew:

                  |X|      Production Coordinator
                  |X|      Audio technicians
                  |X|      Gaffer / Grip
                  |X|      One Production Assistant

                  Post-production:

                  |X|      Off line editing with editor
                  |X|      On line editing with editor
                  |X|      Music, effects and graphics



<PAGE>




                                    EXHIBIT C

                                  FEE SCHEDULE

A.       MONTHLY PROGRAMMING PACKAGE FEE         $2,300

B.       CUSTOMIZED PRODUCTION                   $53,000


OPTIONAL SERVICE FEES

         MONTHLY CALENDAR OF EVENTS              $500 per month

         STREAMING, HOSTING, CONTENT LICENSING   $800 per month*

*Upon commencement of streaming content.

ADDITIONAL PRODUCTION FEES

PRODUCTION

TALENT

Named Talent                                     Quoted per job

Extras                                           $100 per day

Voiceover                                        $250 per VO script

CREATIVE SERVICES

Producing Fees                                   25% of total budget for the job

Writing                                          $75 per hour


PRODUCTION

2-Man Crew                                       $250 per hour / 4-hour minimum
w/ camera & equipment, lights, audio

Additional Crew Members                          $50 per hour or $350 per
                                                 10-hour day
                                                 (whichever is less)

<PAGE>


CAMERA SUPPORT EQUIPMENT

Steadicam w/ operator                            $1,600 per day

Boom w/operator & assistant                      $1,400 per day


POST-PRODUCTION

Online editing w/ editor                         $250 per hour

Offline editing w/ editor                        $75 per hour

Computer animated logos,                         Quoted per job
special effects & graphic


MUSIC

Needle-drop music                                $100 per segment

Original music score                             Quoted per job


MARKETING MATERIALS

Restocking of our customized promotional         Cost pass through
Materials

ADDITIONAL LEASED CHANNELS

Set Up/ Programming/Equipment Upgrades           $4000

DUPLICATION

Beta to Digital or other mastering formats       $125 per hour, plus tape stock

Beta to VHS viewing copies                       $40 per hour, plus tape stock

NOTE:  IN THIS EXHIBIT C, A "DAY" SHALL MEAN 10 HOURS.



<PAGE>



                                    EXHIBIT D

           INTERNET AND BROADBAND DISTRIBUTION AND MARKETING SERVICES


VALUE ADDED MARKETING

Network  will  provide  exposure  for  Customer  on  PlayersNetwork.com  for  no
additional  charge.  This will include  streaming  Customized  Video Segments on
Network's  existing  domestic  international  co-branded cable, DSL and wireless
networks in up to 10,000,000  subscriber  homes in accordance with the terms and
conditions of its broadband agreements. Over 10,000,000 homes will be subject to
payment of fees mutually  agreed by the parties.  The  cross-promotion  services
will be streaming videos, advertising and gaming events integrated into the look
and feel of Network's  Website.  Network-Customer  Links  provided  will be text
links (and not banner links).

Network will provide  links on its website to  advertise  Customer's  land-based
casinos,  but not to Internet  sites which offer online  gambling.  Network will
make special  advertising rates available if Customer wishes to place ads on any
of its co-branded sites.

VIDEO STREAMING, HOSTING AND INTERNET CONTENT LICENSE

These services  include the online  licensing of Network's video library (except
for videos or other  programming  developed by Network for its other customers),
hosting streaming media, storage, transmission of content and monthly viewership
reports.

Full   motion   video   and   resort    information    on   Network's    website
www.PlayersNetwork.com.

Included in the monthly  package,  Network  shall  provide  Customer with 30,000
megabytes  of  transferred   content.  If  transferred  content  exceeds  30,000
megabytes,  Customer agrees to pay Network an additional three cents ($0.03) per
megabyte of streaming media hosted and transferred to Customer's Websites, which
shall  be  paid  monthly.  Customer's  bandwidth  will  vary  depending  on each
individual user's modem speed.

Customer agrees to pay Network for storage of content above 1GB in the amount of
$250 per GB per month (or fraction thereof).

<PAGE>