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                           SMALLCAPS ONLINE GROUP LLC
             Corporate Finance o Venture Management o Communications
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April 7, 2000

Infocast Corporation
1 Richmond Street West
Suite 902
Toronto, Ontario M5H 3W4

Attention: James W. Leech
Title: President & CEO

Dear Sirs:

         The purpose of this letter is to confirm the  appointment  of SmallCaps
Online Group LLC  ("SmallCaps"  or the "Advisor")  upon the terms and conditions
set forth herein as  financial  consultant  and advisor to Infocast  Corporation
('the Company") in connection  with the Company's  general  corporate  financial
advisory and investor and media relations needs. In this connection,  SmallCaps,
in its capacity as  financial  advisor,  will assist the Company by  undertaking
certain  activities,  to the extent  that such  activities  are  required by the
status of a project, including the following:

         1)       Meet with appropriate  Company  management to discuss and help
                  the Company formulate an appropriate strategy, familiarization
                  of product and technology, milestones, etc.;

         2)       At the request of Company,  advise the Company with respect to
                  business  development  and  technology  licensing,   including
                  appropriate  structure of a proposed transaction and assist in
                  the negotiations;

         3)       At the request of the Company, advise the Company with respect
                  to  mergers  and  acquisitions,  including  identification  of
                  counterparties, approach strategy and structure, and assist in
                  the negotiations;

         4)       Advise  the  Company  with  respect  to  financing   strategy,
                  including public and private equity and debt;

         5)       Advise the Company with  respect to financial  and trade media
                  relations,  including  development of presentation  materials,
                  websites,  press  releases,  introduction to and scheduling of
                  meetings with investment managers and brokers, and analysis of
                  ownership;

         6)       Assist in such other  capacity as may be reasonably  requested
                  by the Company to effect the foregoing.



        1285 AVENUE OF THE AMERICAS, 35TH FLOOR, NEW YORK NEW YORK 10019
                    Telephone: 212-554-4158 Fax: 212-554-4058
                         www.SmallCapsOnline.comInfocast


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Infocast Corporation
April 7, 2000
Page 2

         It is the  practice  of  SmallCaps  to provide  financial  advice  with
respect to corporate  finance and investor  and media  relations  partially on a
retainer basis. Our retainer for services to be rendered hereunder is $9,000 per
month,  payable at the beginning of each month, and 200,000  five-year  warrants
(with cashless exercise provisions) to purchase the Company's common stock at an
exercise  price  of  $6.50  per  share.   The  warrants  will  have  "piggyback"
registration rights on the Company's next registration statement

         In the event a corporate finance  transaction  contemplated in items 2)
or 3) above is completed with any party which  SmallCaps,  at the request of the
Company,  identified,  approached and negotiated  with on behalf of the Company,
the  Company  will pay  SmallCaps  a success  fee for its  advisory  services in
accordance with the following schedule:



                                                Percentage-Fee-Applicable
   Aggregate Value Level                          to Value Level (%)
   ---------------------                          ------------------
First $5 million                                        5.00%
From $5 million thru $10 million                        3.75%
From $10 million and above                              2.50%

         In  the  event  a  corporate  finance  private  placement   transaction
contemplated  in item 4) above is  initiated  by SmallCaps at the request of the
Company and completed with any party which SmallCaps identified,  approached and
negotiated  with on behalf of the  Company,  the  Company  will pay  SmallCaps a
success fee of 7% (plus warrant coverage,  at sale price of the common stock, of
10%) of the Aggregate Value of the  transaction,  Notwithstanding  the above, in
the event that any party which SmallCaps  identified,  approached and negotiated
with on behalf of the  Company  participates  in a private  or public  placement
transaction  contemplated  in  paragraph  4) above,  which  placement is lead by
agents other than SmallCaps, the Company will pay SmallCaps its prorata share of
the placement fee paid to the placement agent syndicate on the transaction.

         For the purposes of this letter,  the term  Aggregate  Value shall mean
the total amount of cash and the fair market value of all other property paid or
payable,  directly or indirectly,  to the Company and its security  holders.  In
addition,  Aggregate  Value  shall  include  the net  amount of any debt  and/or
contingent  liability repaid or assumed by the purchaser from the Company,  both
directly or indirectly.

         For purposes of this letter, a "transaction" shall mean any transaction
or series or combination of  transactions,  other than in the ordinary course of
trade or business, whereby, directly or indirectly, a significant portion of the
capital stock of the Company or a significant  portion of its respective  assets
is  transferred  for  consideration,  including  without  limitation,  a sale or
exchange  of  capital  stock or  assets,  a lease of  assets  with or  without a
purchase  option,  a merger or  consolidation,  a tender or  exchange  offer,  a
leveraged  buy-out,  the formation of a joint  venture,  minority  investment or
partnership, a licensing deal or any similar transaction.

         In addition to any fees  payable to  SmallCaps  under the terms of this
letter,  the Company agrees to reimburse the Advisor,  upon a monthly basis, for
its  out-of-pocket  expenses,  which  expenses  will not exceed $1,000 per month
without the prior written consent of the Company.


                                       -2-

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Infocast Corporation
April 7, 2000
Page 3

         The Company  agrees to indemnify  SmallCaps and each of its  respective
affiliates  and their  respective  directors,  officers,  employees,  agents and
controlling  persons  (each such person being an  "Indemnified  Party") from and
against any and all losses, claims,  damages and liabilities,  joint or several,
to which such Indemnified Party may become subject under any applicable  federal
or state  law,  or  otherwise,  related  to or  arising  out of any  transaction
contemplated  by this letter or the  engagement of the Advisor  pursuant to, and
the performance by the Advisor of the services  contemplated by, this letter and
will reimburse any Indemnified  Party for all expenses  (including  counsel fees
and expenses,  whether  incurred in connection with third party claims or direct
claims  against  the  Company)  as they  are  incurred  in  connection  with the
investigation of,  preparation for or defense of any pending or threatened claim
or any action or proceeding arising  therefrom,  whether or not such Indemnified
Party  is  a  party.  The  Company  will  not  be  liable  under  the  foregoing
indemnification  provision to the extent that any loss, claim, damage, liability
or expense is found in a final judgment by a court of competent  jurisdiction to
have resulted  primarily  from the Advisor's  bad faith,  willful  misconduct or
negligence.

         If a transaction is consummated by the Company with any party which the
Advisor  identified,  approached  or  negotiated  with on behalf of the  Company
within one year from the date of termination of this agreement, or any amendment
or extension  thereto,  the Company agrees to pay the Advisor a transaction  fee
determined as provided in the foregoing paragraphs.

         SmallCaps  agrees that it will keep all  proprietary  and  confidential
information  owned by or concerning the Company,  its products,  business plans,
financial data, trade secrets,  software,  documents,  specifications  and other
affairs  ("Information")  provided to it hereunder in confidence,  shall not use
such  Information  for any  purpose  other than to provide  the  services to the
Company described  hereunder and shall not disclose any Information  without the
prior written  consent of the Company.  SmallCaps  shall be responsible  for any
breach of this agreement by any of its employees,  directors and officers.  Upon
termination of this  Agreement,  SmallCaps  shall promptly  return all copies of
information in its possession.

         The  Advisor's  engagement  hereunder  may be  terminated by either the
Company or the Advisor  after twelve  months from the date hereof upon the first
day of any month upon  thirty  days  written  notice to that effect to the other
party, it being understood that the provisions relating to the  confidentiality,
payment of fees, expenses and indemnification will survive any such termination.

         This agreement  shall be construed and  interpreted in accordance  with
the laws of the State of New York.



                                       -3-

<PAGE>


Infocast Corporation
April 7, 2000
Page 4


         If the  foregoing  is in  accordance  with your  understanding,  please
confirm  acceptance  by signing and returning to us the duplicate of this letter
attached herewith.

                                   SMALLCAPS ONLINE GROUP LLC


                                   By: /s/ Steven H. Rouhandeh
                                       ---------------------------
                                       Name:  Steven H. Rouhandeh
                                       Title: Chairman

                                   INFOCAST CORPORATION


                                   By: /s/ James W. Leech
                                       ---------------------------
                                       Name:    James W. Leech
                                       Title:   President & CEO


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