EXHIBIT 10.4

                               eMarketplaces, Inc.
                               18 West 18th Street
                            New York, New York 10011
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iTract, LLC
18 West 18th Street
New York, New York 10011
Attn: Kevin Kerzner, Vice President

                                                         As of September 1, 1999

                    re: Agreement on use of the iTract System

Dear Kevin:

         The following sets forth the terms of the understanding between
eMarketplaces, Inc. ("EMI") and iTract, LLC ("iTract") relating to the
utilization by EMI of the iTract System described below.

1.       General. EMI currently utilizes an electronic directed marketing system
         ("Old EDM System") to offer goods and services to its customers. EMI
         and iTract hereby agree, on the terms and conditions set forth below,
         to replace for Miller Freeman's Merchandise- OnlineTM and George Little
         Management's GLM MarketplaceTM and all future marketplaces, EMI's Old
         EDM System with the proprietary iTract marketing system ("iTract
         System"). EMI and iTract personnel shall promptly coordinate their
         efforts in order for the iTract System to be fully operational for EMI
         on or by January 1, 2000. The term of this Agreement is for a period of
         three (3) years, through August 31, 2002.

2.       Use of iTract System. EMI will provide use of the iTract System as part
         of its standard package to its members. Among the iTract System
         features to be included in the standard package are: (i) basic
         unlimited email, subject to a maximum of 1,000 emails per use per
         mailing; (ii) one thousand (1,000) free fax pages; and (iii) address
         book functionality.

3.       Special EMI Marketing Rates. EMI will maintain a separate user
         identification account number to utilize the iTract System for its PR
         press releases and other electronic marketing campaigns. EMI will be
         charged the discount rate for usage set forth on Schedule A for EMI
         members.

4.       Promotion. EMI shall use its best efforts to promote the iTract System
         to each EMI marketplace, and, without limiting the generality of the
         foregoing, will take all action necessary to fully and finally effect
         the integration of the iTract System with Miller

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         Freeman's Merchandise-OnlineTM, George Little Management's GLM
         MarketplaceTM and other future EMI marketplaces (including trade show
         hosts with which it may contract from time to time) in order to further
         promote the iTract System. EMI and iTract shall also work together on
         marketing and advertising campaigns. Additionally, EMI shall, at its
         expense, promote and market the iTract System in its general marketing
         material and on its website in a manner mutually acceptable to the
         parties.

5.       Private Labeling. iTract shall produce for EMI, at cost plus a mutually
         agreed upon licensing fee from EMI, a special private label version
         ("Special Version") of the iTract System for Miller Freeman's
         Merchandise-OnlineTM and George Little Management's GLM MarketplaceTM,
         and for all future EMI marketplaces, which is to be made available only
         to non-marketplace members.

6.       Consideration. In consideration for installing and maintaining the
         iTract System and supplying the iTract System services, iTract shall
         receive the following:

         (a)      a base fee of $44.63 from EMI for each EMI member using the
                  iTract System that is not a marketplace member of Miller
                  Freeman's Merchandise-OnlineTM and George Little Management's
                  GLM MarketplaceTM or any other future EMI marketplaces;

         (b)      usage fees from EMI marketplace and non-marketplace members,
                  based upon the rates set forth on Schedule A attached hereto,
                  which may vary from time to time, but shall in all events be
                  discounted by at least ten (10%) percent from generally
                  advertised usage rates charged by iTract to retail customers.

7.       Confidentiality. Each of the parties hereto is herewith executing and
         delivering a Confidentiality Agreement relating to the relationship
         described herein.

8.       Representations and Warranties. Each party hereto represents and
         warrants that it has the authority to enter into this Agreement and to
         carry out the terms and conditions hereof, and that this agreement is
         not in violation of any other agreement to which it is a party.

9.       Further Assurances. Each party shall take all actions reasonably
         requested by the other party in order to effectuate the purposes and
         intent of this agreement.

10.      Indemnification. Each party hereby agrees to indemnify and hold
         harmless the other party from and against any and all damages or
         deficiencies resulting from: (a) any misrepresentation or
         non-fulfillment of any covenant or agreement on its part to be
         performed contained in this agreement; and (b) any and all actions,
         suits, proceedings, demands, assessments, judgments, costs or expenses
         incident to proceedings or investigations or to the defense of any
         claims related to any of the foregoing.

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11.      Miscellaneous.

         (a)      This agreement represents the entire and final agreement with
                  respect to matters contemplated herein and supersedes any
                  prior oral or written representations, warranties, covenants,
                  agreements or undertakings by either party of any nature
                  whatsoever with respect to the subject matter hereof. This
                  agreement shall not be amended to any extent except by a
                  writing executed by the parties.

         (b)      A waiver of any breach of any provision of this agreement must
                  be in writing and shall not constitute or operate as a waiver
                  of any other breach of such provision or of any other
                  provisions, nor shall any failure to enforce any provision
                  hereof operate as a waiver of such provision or of any other
                  provision hereunder.

         (c)      If any provision of this agreement shall be held invalid or
                  unenforceable, such invalidity or unenforceability shall
                  attach only to such provision and shall not in any manner
                  affect or render invalid or unenforceable any other severable
                  provision of this agreement, and this agreement shall be
                  carried out as if any such invalid or unenforceable provision
                  were not contained herein.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first above written.

iTract, LLC                              eMarketplaces, Inc.


By: /s/ Kevin Kerzner                    By: /s/ Avi Dahan
    --------------------------------        ------------------------------------
       Kevin Kerzner, Vice President         Avi Dahan, Executive Vice President

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                                   Schedule A

I.       ITRACT FEES
A.       Monthly System Maintenance Fee
         EMI to pay $5,000 monthly maintenance fee. First year to be prepaid
         within thirty (30) days of the signing of this Agreement.

B.       License Fee
         Each EMI Marketplace shall pay a license fee of $100,000. The license
         fee shall not be payable directly in cash, but shall be payable instead
         only out of waiver of commissions due to EMI from Itract based upon the
         EMI Commission Schedule set forth in Section II below.

C.       Member Pricing
                  Faxes
         1-100,000------$.1125
         100,000-250,000-----$.1050
         250,000+-------$.098

                  E-Mails
                  -------
         Packages of 10,000 E-Mails - $.02

D.       Non-Member Rates
         Non-Member rates shall be equal to regular Itract Customer Rates (See
         Schedule B)


II       EMI ROYALTY COMMISSION SCHEDULE
         Subject to the terms of Section Ib above, each EMI Marketplace shall be
         entitled to a royalty commission on revenues earned by Itract arising
         out of the services provided by Itract to such Marketplace under this
         Agreement.

         Royalties and pricing subject to modification, upon thirty (30) days
         written notice based upon changes in business conditions as determined
         Itract Senior executives and agrees upon by eMarketplaces.

         Agreement as follows:
         (a) $.0025 per e-mail.
         (b) $.0025 per fax.