EXHIBIT 10.2

                              Rental API Agreement

Agreement, dated as of June 28, 2000, between NetCreations, Inc., a New York
corporation having a place of business at 379 West Broadway, New York, New York
10012 ("NetCreations") and Itract, LLC, a Delaware limited liability company
with a place of business at 18 West 18th Street, New York, New York 10011
("ITL").

WHEREAS, NetCreations and ITL have entered into a list brokering agreement,
dated as of September 29, 1999 (the "Broker Agreement"); and

WHEREAS, in connection with ITL's list brokering activities, ITL desires to use
NetCreations' Rental Application Program Interface (the "Rental API");

NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:

1.       NetCreations shall make available the Rental API in connection with
         ITL's brokering activities under the Broker Agreement, and ITL agrees
         that its use of the Rental API shall be, subject to the limitations of
         warranty and liability contained in this Agreement, and such different
         or other terms and conditions as NetCreations shall make generally
         applicable from time to time to brokers' use of the Rental API.
         NetCreations may discontinue ITL's use of the Rental API at any time in
         its discretion and, where practicable, will give ITL thirty (30) days
         prior written notice of the same. Subject to such right of
         NetCreations, ITL's use of the Rental API shall immediately cease upon
         any termination of the Broker Agreement. Any rights or privileges of
         ITL to use of the Rental API shall be non-transferable and
         non-assignable.

2.       NETCREATIONS PROVIDES THE RENTAL API, AND ITL AGREES THAT ANY USE OF
         THE RENTAL API IS, ON AN "AS IS" BASIS. NETCREATIONS MAKES NO WARRANTY
         AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OBTAINED THROUGH
         THE RENTAL API, THE INTEGRITY OF ANY OF ITL'S (OR ITL'S CLIENT'S) DATA
         USED IN CONJUNCTION WITH THE RENTAL API, OR THE ADEQUACY OR CAPACITY OF
         THE RENTAL API TO ATTAIN SOME OR ALL OF ITL'S OR ITL'S CLIENT'S
         OBJECTIVES OR THAT THE RENTAL API SHALL OPERATE UNINTERRUPTED OR ERROR
         FREE. THE USE OF THE RENTAL API IS FURTHER SUBJECT TO CERTAIN HARDWARE
         AND SOFTWARE REQUIREMENTS, WHICH INFORMATION ITL MAY REQUEST FROM
         NETCREATIONS.

3.       NETCREATIONS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED
         -- INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE,
         NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PUROSE, AND ANY
         WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE --
         ABOUT ITS PRODUCTS OR SERVICES, INCLUDING THE POSTMASTERDIRECT.COM
         SERVICE, THE RENTAL API AND THE PERFORMANCE OF ANY MAILINGS MADE BY IT
         ON BEHALF OF ITL OR ITL'S CLIENTS, OR THAT THE POSTMASTERDIRECT.COM
         SERVICE, THE RENTAL API OR OTHER WEBSITES OR SERVICES OPERATED BY
         NETCREATIONS WILL OPERATE UNINTERRUPTED, SECURE OR ERROR FREE. THIS
         AGREEMENT IS NOT FOR A SALE OF GOODS.

4.       IN NO EVENT SHALL ANY PARTY HERETO BE LIABLE TO ANY OTHER PARTY TO THIS
         AGREEMENT FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR
         PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, LOSS OF SERVICE, LOSS OF
         PROFITS OR LOSS OF GOODWILL, WHETHER ARISING IN CONTRACT, TORT, STRICT
         LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NETCREATIONS BE

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         LIABLE TO ITL, OR ANY PARTY MAKING A CLAIM OR DEMAND AGAINST ITL, FOR
         MORE THAN THE AMOUNT OF MONIES RECEIVED BY NETCREATIONS FOR THE
         PARTICULAR EMAILING FROM WHICH THE CLAIM AROSE. THIS LIMIT OF LIABILITY
         SHALL NOT BE EXCEEDED, NOTWITHSTANDING THE NUMBER OF SUCH CLAIMS AND
         DEMANDS. THIS LIMITATION OF LIABILITY SHALL BE EFFECTIVE
         NOTWITHSTANDING THAT ITL'S AVAILABLE REMEDIES MAY FAIL OF THEIR
         ESSENTIAL PURPOSE.

5.       ITL agrees and acknowledges that the Rental API constitutes the
         confidential and proprietary information of NetCreations; that
         NetCreations expended significant time, effort and expense in
         developing it; and that the Rental API confers a competitive advantage
         upon NetCreations. Accordingly, ITL shall hold in confidence, and use
         only for purposes of carrying out its broker obligations under the
         Broker Agreement, all information concerning the Rental API, including
         without limitation the Rental API syntax. ITL shall restrict disclosure
         of such information only to its employees with a need to know. ITL
         shall obtain no proprietary interest or other rights in the Rental API
         by virtue of this Agreement or its use of the Rental API. ITL agrees to
         return to NetCreations, immediately upon NetCreations' request, all
         materials concerning the Rental API that had been furnished to it, and
         to certify the same to NetCreations. ITL agrees that damages shall not
         be an adequate remedy in the event of any breach or threatened breach
         of its obligations regarding the use of the Rental API, and that
         NetCreations shall be entitled to injunctive relief, in addition to its
         other rights and remedies, in the event of any threatened or actual
         breach of such obligations, without having to post bond in connection
         therewith.

6.       This Agreement, together with such other terms and conditions and/or
         rules or policies instituted by NetCreations concerning use of the
         Rental API, constitutes the entire Agreement between the parties
         regarding use of the Rental API and supersedes all oral or written
         agreements, either entered prior to or contemporaneously with this
         Agreement, which may concern use of the Rental API. This Agreement may
         not be modified except by written agreement dated subsequent to the
         date of this Agreement and signed by both parties. If any portion of
         this Agreement is deemed unenforceable, then the remainder of this
         Agreement shall be deemed severable, and shall remain in full force and
         effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
their behalves by their respective duly authorized officers as of the date first
set forth above.

NETCREATIONS, INC.                             ITRACT, LLC


By: /s/ Scott Wolf                             By: /s/ Anthony Peluso
   ------------------                             ----------------------
Name: Scott Wolf                               Name: Anthony Peluso
Title: Sr. VP                                  Title: VP - Marketing