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                                                                    EXHIBIT 10.6

                         INTERACTIVE SERVICES AGREEMENT


                                                 Date:  as of September 27, 1999



     CTN                                         CONTRACTOR
     ---                                         ----------
     College Television Network                  THINK new ideas, Atlanta
     5784 Lake Forest Dr NW                      1450 West Peachtree Street
     Suite 275                                   Atlanta, Georgia 30309
     Atlanta, Georgia 30328                      Contact: Tillman Douglas
     Contact:  Daniel Davenport                  Ph:  404/817-7757
     Ph:     404/256-4444                        Fax:  404/817-7738
     Fax:     404/257-9517
                                                 (Tax ID # 95-4578104)


         This Interactive Services Agreement (this "Agreement") is made as of
the date specified above between College Television Network ("CTN") and THINK
new ideas, Atlanta ("Contractor"), in connection with Contractor's performance
for CTN, its member companies and affiliates of services more specifically
described below and subject to the following terms and conditions:

1.       Services

         a. Project Order Forms. Contractor agrees to provide to CTN, as an
         independent contractor, certain design and project management services
         relating to the CTN Website on the World Wide Web (the "Sites") and
         other services as may be agreed upon by the parties from time to time
         (the "Services"). The Services shall be performed as individual
         projects (a "Project") as agreed upon by Contractor and CTN or a CTN
         member Company. Services to be provided by Contractor in connection
         with each Project, the compensation therefor, the Project schedule, and
         any terms or conditions relating to the Project additional to or
         inconsistent with terms contained in this Agreement shall be set forth
         separately in a Project Order Form (a "POF") in substantially the form
         as set forth in Exhibit A attached hereto, which is incorporated herein
         by reference. Unless otherwise noted in the applicable POF, all
         Services shall be rendered according to the terms and conditions set
         forth in this Agreement. A POF shall not be effective unless signed by
         authorized representatives of Contractor and of CTN or a CTN member
         Company engaging Contractor's Services for that Project. Except as set
         forth in this Agreement and a fully executed POF, no agreement,
         representation, warranty or other communication by either party,
         whether oral or written, shall be binding or effective.

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         b. Editorial and Creative Control. CTN shall retain editorial and
         creative control over the design and all content of the Sites and all
         materials and/or information delivered by Contractor for display on the
         Sites or for any other purpose. Contractor agrees to perform, and to
         cause its employees and agents to perform all Services in consultation
         and coordination with CTN, to CTN's satisfaction, in accordance with
         the schedule set forth in the applicable POF for each Project. All
         content, design, coding and other elements of each Project shall be
         subject to CTN's prior approval, and CTN reserves the right to approve
         or reject, in CTN's sole discretion, any such element at any stage of a
         Project, in accordance with the terms set forth herein. Without
         limiting the foregoing, CTN reserves the right to alter or modify the
         scope of the services required by a POF by issuing a written change
         order; Such change order shall only be effective upon the agreement of
         the parties in a written amendment to the applicable POF.

         c. Equipment, Supplies, Third Party Technology and Content. Contractor
         shall be responsible for securing, at Contractor's sole expense, unless
         otherwise expressly provided in the applicable POF: (i) any and all
         equipment and supplies necessary to provide the Services; (ii) any and
         all rights, licenses or other permissions necessary to allow Contractor
         and/or CTN to use and/or incorporate in a Site or other deliverable,
         any software or other technology owned or otherwise controlled by any
         third party ("Third Party Technology"); and (iii) any and all rights,
         licenses or other permissions necessary to allow Contractor and/or CTN
         to use and/or incorporate in a Site or other deliverable any and all
         graphics, photographs, animation, text or other content owned or
         otherwise controlled by any third party ("Third Party Content"). To the
         extent that Contractor determines that it is advisable and/or necessary
         to use Third Party Technology or Third Party Content in or in
         connection with a Site or other deliverable, Contractor shall clearly
         identify in the applicable POF any licensed elements of such technology
         and/or content, the licensor thereof, and any restrictions or
         limitations associated with the license and/or on any further use or
         exploitation of any of the Sites and/or the deliverable by CTN.

         d. Ownership; Results and Proceeds. Contractor shall retain ownership
         of all rights, including any patent, copyright, trademark, trade secret
         or any other intellectual property right associated with the computer
         programming/formatting code or operating instructions previously
         developed by Contractor and used in the course of Contractor's
         performance of Services hereunder, incorporated into the Sites, or used
         to operate the Sites or a Web Server in connection with the Sites (such
         as, for example, HTML, Perl, C, C++, Java, Java Script, UNIX Shell,
         Visual Basic Script, and VRML code)("Contractor Technology").
         Notwithstanding the foregoing, Contractor agrees that the deliverables
         required hereunder, including without limitation, digitized versions of
         any and all materials provided to Contractor by CTN for incorporation
         into the Sites, software, technology protocols, and any other
         copyrightable materials designed, developed and/or created heretofore
         or hereafter by Contractor for use in or in connection with a Project
         (collectively, "Contractor Works"), shall be deemed written, specially
         ordered and commissioned at the request of CTN and shall be considered
         "works made for hire" under the United States Copyright Act of 1976, as
         amended (the "Act"). Contractor further agrees that all such Contractor
         Works, all elements contained therein (other than Contractor
         Technology), and any and all documentation and related materials
         associated therewith, including without limitation, all derivative
         products, are owned by CTN and all right,

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         title and interest therein and thereto (including without limitation
         the trademark, copyright, and other intellectual property interests)
         throughout the universe in perpetuity belong solely and exclusively to
         CTN, unless specified differently in the corresponding POF.
         Accordingly, but without limiting the generality of the foregoing, CTN
         may, in its sole discretion, modify, edit, add to, delete from,
         distribute, license, duplicate, use, and otherwise exploit the
         Contractor Works in any manner and by any means, media, method, device,
         process or medium now known or hereafter developed. Contractor further
         agrees that to the extent that any such Contractor Works, or any
         portion thereof, is not determined to be a "work made for hire,"
         Contractor, in consideration of one dollar and other good and valuable
         consideration paid by CTN hereby, exclusively and irrevocably assigns
         to CTN, throughout the universe in perpetuity, all rights (including
         but not limited to all intellectual property rights, trademarks,
         copyrights, patents and renewals and extensions thereof) in and to any
         and all such Contractor Works. Without limiting the generality of the
         foregoing, Contractor will, upon request by CTN, promptly execute,
         acknowledge and deliver any documentation deemed reasonably necessary
         by CTN to document, enforce, protect and otherwise perfect CTN's rights
         in the Contractor Works. Notwithstanding Contractor's ownership of all
         rights, title and interest in and to the Contractor Technology,
         Contractor agrees that under no circumstances will it use the
         Contractor Technology to create any separate products, services or
         other works which infringe or violate in any respect the ownership
         interest of CTN in the Contractor Works. Contractor hereby irrevocably
         assigns all right, title and interest it may have in the Contractor
         Works (but specifically excluding the underlying and/or referenced
         Contractor Technology) to CTN. Contractor hereby grants CTN in
         perpetuity a nonexclusive, non-transferable license throughout the
         universe to copy, distribute, transmit, display, perform, create
         derivative works, and otherwise use the Contractor Technology in object
         code form, in whole or in part, including, without limitation, the
         right to add to, subtract from, arrange, rearrange, revise, modify,
         change and adapt the Contractor Technology and any part or element
         thereof.

         e. Moral Rights. Without limiting the generality of the foregoing,
         Contractor specifically waives, forfeits, relinquishes and abandons all
         claims of "moral rights," "droit moral," attribution and/or integrity
         as to any and all Contractor Works and conveys the same to CTN without
         reservation or limitation. For purposes of this Agreement, "moral
         rights" means any rights of paternity or integrity, any right to claim
         authorship of the Contractor Works, to object to any distortion,
         mutilation or other modification of, or other derogatory action in
         relation to, any Contractor Work, whether or not such would be
         prejudicial to Contractor's honor or reputation, and any similar rights
         existing under judicial or statutory law or any country in the world,
         or under any treaty, regardless whether or not such right is
         denominated or generally referred to as a "moral" right.

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2.       Compensation. In full and final consideration for performance of all
         Services and all rights granted hereunder, CTN agrees to pay Contractor
         for each Project the fee specified in the applicable POF according to
         the terms of the POF. Contractor shall provide all equipment and
         supplies necessary for performance of the Services and shall be solely
         responsible for any and all costs and expenses incurred by Contractor
         in the performance of the Services, and shall not be entitled to
         reimbursement therefor from CTN unless and to the extent the cost
         and/or expense is approved in writing in advance by CTN, or in the
         applicable POF.

3.       Delivery and Acceptance. All Contractor Works to be created and/or
         delivered by Contractor hereunder shall be subject to CTN's absolute
         approval. For each Project, Contractor will develop and submit all
         deliverables to CTN for approval in the manner and on the dates
         indicated in the POF for that Project. Delivery of any Site or
         component thereof in final form must be received by CTN at least five
         (5) business days before the launch date of that Site or component as
         specified in the applicable POF. Upon receipt of any deliverable, CTN
         shall examine the deliverable and determine whether, in CTN's sole
         discretion, it is acceptable. CTN shall notify Contractor of CTN's
         acceptance or rejection of the deliverable and, in the case of
         rejection, will provide Contractor with a reasonably detailed list of
         deficiencies therein. Contractor shall correct any such deficiencies
         and will resubmit the deliverable, as corrected, within three (3)
         business days of its receipt of notice of the deficiency, or within
         such other time as may be specified in the applicable POF.

4.       Relationship. Contractor's relationship to CTN shall be that of an
         independent contractor. Nothing herein shall create any association,
         partnership, or joint venture relationship between Contractor and CTN.

5.       No Obligation to Proceed. Notwithstanding any other provisions in this
         Agreement, CTN shall have no obligation to utilize Contractor's
         Services or to include any Contractor Works in any of the Sites, or to
         produce, release, distribute or otherwise exploit any of the Sites, or
         to exercise any or all of CTN's rights under this Agreement, or to
         continue any of the foregoing if commenced. Accordingly, but without
         limiting the generality of the foregoing or any other rights available
         to CTN, CTN may terminate this Agreement or any Project hereunder at
         any time for any reason by notifying Contractor, and CTN's obligations
         hereunder shall be fully performed by payment for work actually
         performed as of the date of such termination. Upon any such
         termination, Contractor shall immediately deliver to CTN all works in
         progress, and all materials created by Contractor, provided to
         Contractor by CTN or otherwise utilized by Contractor in connection
         therewith. Contractor may terminate this Agreement for material breach
         of this Agreement by CTN by providing written notice of CTN's alleged
         material breach to CTN. Upon receipt of such written notice, CTN shall
         have 10 business days to cure any alleged breach that involves
         non-payment of any sums due under this Agreement; or 30 business days
         for any other type of alleged material breach of the terms of this
         Agreement (provided such alleged breach can be cured within 30 business
         days, otherwise provided CTN begins a cure of the alleged default and
         diligently pursues such cure to completion). Upon termination,
         Contractor shall immediately deliver to CTN all works in progress, all
         materials created by Contractor for CTN, all materials provided by CTN
         and derivates of the foregoing.

                                      A-4
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         Contractor will be paid for services up to the point of termination and
         be reimbursed any additional costs incurred due to termination of work.

6.       Warranty. Contractor represents and warrants that (i) the Contractor
         Works shall be original with Contractor except as to matters within the
         public domain which are clearly identified by Contractor as such; (ii)
         the Contract Works shall conform to any and all plans, writings,
         documents (in whatever form) and specifications contained in the
         Request for Proposal, Response to Request for Proposal, Project Plan
         and Cost Estimate and Project Order Form; (iii) Contractor has taken
         all steps necessary and appropriate to authorize the execution and
         performance hereof; (iv) neither the Contractor Works nor their use
         shall infringe upon or violate the intellectual property rights,
         including without limitation any patent, copyright, trademark, trade
         secret or other proprietary right of, or violate any common law or
         other right of, any person, firm or entity, and contractor has secured
         all third party rights, licenses or other permissions necessary to
         allow Contractor and CTN to use and/or incorporate such third party's
         technology, graphics, consent or other materials in the Sites; (v)
         Contractor has not previously granted and will not grant any rights in
         the Contractor Works to any third party which are inconsistent with the
         rights granted and/or assigned to CTN herein; (vi) Contractor has full
         power to enter into this Agreement, to carry out its obligations
         hereunder and to grant/assign the rights herein granted/assigned to CTN
         and the person executing this Agreement on behalf of Contractor is
         authorized to do so on behalf of Contractor; (vii) the Services
         provided hereunder shall be performed in a good and workmanlike manner,
         free of errors or defects in design, material and workmanship; and
         (viii) upon completion of the development of any and all Contractor
         Works hereunder, CTN shall have unencumbered title to such Contractor
         Works free and clear of all defects, liens and imperfections; and (ix)
         Contractor will not take any action or fail to take any action which
         would interfere with the release of any and all Contractor Works; (x)
         the Contractor Works shall be "Year 2000 Compliant" as follows: the
         coding, software, hardware, firmware, middleware, embedded chips and
         other technology components of the Contractor Works will, without
         interruption or manual intervention, (1) perform all functions required
         by this Agreement through 1999 and following December 31, 1999 with no
         diminution or change in performance, functionality, accuracy or
         otherwise; (2) provide correct results in forward and backward data
         calculation spanning century boundaries, and otherwise correctly
         process, provide and/or receive date data within and between the
         twentieth and twenty-first centuries; (3) accept date data from other
         systems and sources (whether in two digit or four digit format) and
         properly recognize, calculate, sort, store, output, sequence and
         otherwise process such data in a manner that eliminates any century
         ambiguity; (4) recognize February 29, 2000 and correctly process date
         data for the year 2000 and all subsequent leap years; (xi) as soon as
         practicable after execution of this Agreement Contractor will obtain
         appropriate and enforceable agreements with its employees and
         independent contractors in order to effectuate the provisions contained
         in Section 12; and (xii) Contractor shall not, during the term of this
         Agreement and continuing for a period of twelve months after the
         termination of services by Contractor, employ directly or indirectly
         any CTN employee or employee of CTN's member Companies who has worked
         directly with an employee or agent of Contractor in connection with
         this Agreement.. The foregoing shall not apply to elements or materials
         provided to Contractor by or on behalf of CTN for use in creating the
         Contractor Works.

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7.      Indemnification. Contractor shall indemnify, defend (at CTN's election)
        and hold CTN, its member and affiliated companies, its and their
        licensees, successors and assigns, and each of its and their officers,
        directors, agents and employees harmless from all liabilities or losses,
        including, without limitation, reasonable attorneys' fees, arising out
        of any claims, lawsuits or judgments, whether threatened or actual,
        fixed or contingent, known or unknown, arising out of the breach by
        Contractor of any representation, warranty or covenant of Contractor
        under this Agreement. Contractor shall promptly inform CTN in writing of
        any such claim, demand or suit and Contractor shall fully cooperate in
        the defense thereof.

8.       Limited Liability. In no event will either party be liable to the other
         or to any third party for loss of profits, lost business opportunity,
         loss of data, interruption of business, or for any special, indirect
         consequential, exemplary or incidental damages, arising out of or
         related to this Agreement, however caused, and whether arising under
         contract, tort (including negligence) or any other theory of liability
         The limits set forth in this section will apply even if a party or
         third party has been advised of the possibility of such damages. The
         limitations of the foregoing shall not apply to the following:

         (a) liabilities arising from gross negligence or intentional misconduct
             of a party;
         (b) a breach of Contractor's obligations under Sections 6 (other than
             paragraph (x) of Section 6) and Section 7 of this Agreement;
         (c) a breach by either party of its obligations under Section 12.

9.       Insurance Requirements. During the term of this Agreement and
continuing thereafter, Contractor shall obtain and maintain in force at its sole
expense all necessary and adequate insurance with respect to the Services,
including, general liability insurance having a minimum policy limit of One
Million Dollars ($1,000,000), an errors and omissions policy having a minimum
policy limit of liability of Three Million Dollars ($3,000,000) and worker's
compensation insurance coverage in amounts required by law. Contractor shall pay
any deductibles due under such policies. Contractor shall cause CTN to be added
as an additional insured under the general liability and errors and omissions
policies and to furnish certificates evidencing such policies within thirty (30)
days of execution of this Agreement.


10.      Assignments. Contractor acknowledges that the Services to be performed
         hereunder are of a unique and personal nature and may not be assigned
         or subcontracted to any other party without the prior written approval
         of CTN, which may be withheld, for any reason. CTN may assign its
         rights and obligations under this Agreement in whole or in part.

11.      Taxes. Except as otherwise expressly provided in this Agreement,
         Contractor agrees to pay the full amount of any and all taxes, levies
         or charges (including without limitation, any penalties or interest
         thereon) howsoever denominated, imposed or levied against Contractor or
         CTN by any law, rule or regulation now in effect or hereafter enacted
         including without limitation, sales, use, property and excise or other
         similar taxes, licenses, import permits or fees, and customs duties
         relating to or imposed upon the Services provided hereunder, the use or
         possession of same by CTN, or the amounts payable to Contractor under
         this

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         Agreement, it being the intent hereof that the amounts payable to
         Contractor under this Agreement, except as otherwise expressly provided
         herein, shall be inclusive of any and all taxes, levies, or charges of
         whatsoever kind or nature howsoever denominated.

12.      Confidentiality. Contractor acknowledges that it will have access to
         certain Trade Secrets and other Confidential Information of CTN during
         and in connection with its performance of Services hereunder
         ("Confidential Information"), and hereby agrees not to disclose any
         Confidential Information to any third party and not to use any such
         Confidential Information for any purpose other than the performance of
         Services for CTN pursuant to this Agreement. All such Confidential
         Information and trade secrets are and shall remain the exclusive
         property of CTN and no license shall be granted or implied with respect
         to such Confidential Information by reason of Contractor's access to
         the same in connection with its performance of Services hereunder.
         Contractor hereby agrees that it shall not disclose, transfer, use,
         copy or allow access to any such Trade Secrets or Confidential
         Information to any agents or employees, except to such agents or
         employees (a) who require the access to such Trade Secrets and
         Confidential Information in order to give effect to CTN's rights
         hereunder and (b) who have bound themselves to respect and protect the
         confidentiality of the Trade Secrets and the Confidential Information.
         "Confidential Information" of a party means confidential data and
         confidential information relating to the business of such party which
         is or has been disclosed to the other party or of which the other party
         becomes aware as a consequence of or through its relationship with the
         disclosing party hereunder and which has value to the disclosing party
         and is not generally known to its competitors and which is designated
         by the disclosing party as confidential. Confidential Information shall
         not include any data or information that (i) has been voluntarily and
         with proper authorization disclosed to the general public by the
         disclosing party, (ii) has been independently developed and disclosed
         to the general public by others, or (iii) otherwise enters the public
         domain through lawful means. "Trade Secrets" of a party means the
         Confidential Information of such party, without regard to form,
         including, but not limited to, technical or non-technical data,
         formulas, patterns, compilations, programs, devices, methods,
         techniques, drawings, processes, financial data, financial plans,
         product or service plans or lists of actual or potential customers or
         suppliers which is not commonly known by or available to the public and
         which information (i) derives economic value, actual or potential, from
         not being generally known to, and not being readily ascertainable by
         proper means by, other persons who can obtain economic value from its
         disclosure or use; and (ii) is the subject of efforts that are
         reasonable under the circumstances to maintain its secrecy. Nothing in
         this agreement shall be construed to prohibit Contractor from providing
         any services, including but not limited to, consulting, marketing or
         strategy services, for any other competitors of CTN or its member
         companies.

13.      Notices. All notices under this Agreement or with respect thereto shall
         be in writing and deemed received when delivered personally, by express
         courier service (i.e., Federal Express, DHL, etc.) or telefaxing to the
         addresses set forth herein, assuming the sender retains some
         confirmation of delivery. All notices mailed through the U.S. mail,
         postage pre-paid, first class, to the addresses set forth herein shall
         be deemed received the third business day after deposit in the U.S.
         mail. All notices to the parties shall be sent to the addresses set
         forth above and to the individual identified in the applicable POF as
         the "Contact" for each party.

14.      Further documents. Contractor agrees to execute, deliver and/or file
         any and all further instruments, which CTN may deem necessary to carry
         out the purposes of this Agreement. If

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         Contractor fails to execute, deliver and/or file any such instruments
         within ten (10) days of such a request by CTN, Contractor hereby
         appoints CTN or CTN's designee as Contractor's attorney-in-fact (which
         appointment shall be deemed a power coupled with an interest) to
         execute, deliver and/or file all such documents. CTN agrees to
         appropriately remunerate Contractor if agreed to in writing prior to
         execution of such instruments if so necessary.

 15.     Miscellaneous Provisions

         a. Severability. In the event any provision of this Agreement shall be
         found to be contrary to any law or regulation of any federal, state or
         municipal administrative agency or body, the other provisions of this
         Agreement shall not be affected thereby but shall notwithstanding
         continue in full force and effect.

         b. Attorney's Fees. If any legal action or other proceeding is brought
         with respect to the subject matter of this Agreement, its enforcement
         or as a result of a breach, default or misrepresentation in connection
         with any of the provisions of this Agreement, the successful or
         prevailing party shall be entitled to recover reasonable attorneys'
         fees and other costs incurred in such action or proceeding, in addition
         to any other relief to which such party may be entitled.

         c. Non-Waiver. No waiver by either party hereto of any breach or
         default by the other party shall be construed to be a waiver of any
         other breach or default by such other party. Resort to any remedies
         referred to herein shall not be construed as a waiver of any other
         rights and remedies to which either party is entitled under this
         Agreement or otherwise, nor shall an election to terminate be deemed an
         election of remedies or a waiver of any claim for damages or otherwise.

         d. Entire Agreement. This Agreement constitutes the entire
         understanding between the parties with respect to the subject matter
         hereof and all prior understandings, whether oral or written, have been
         merged herein and are superseded hereby. This Agreement may not be
         altered or modified except in writing signed by both parties hereto.
         Without limiting the foregoing, it is specifically agreed that no terms
         contained on any payment documentation (regardless of origin) such as
         invoices, purchase orders, etc., shall in any way effect the terms of
         this Agreement.

         e. Governing Law. Regardless of the place of execution or performance,
         this Agreement and each POF executed hereunder shall be governed,
         construed and enforced in accordance with the laws of the State of
         Georgia applicable to agreements entered into and to be wholly
         performed therein, and Contractor hereby agrees to the exclusive
         jurisdiction of the courts of the State of Georgia and United States
         courts located in the State of Georgia in connection with any suit,
         action or proceeding brought by Contractor arising out of or related in
         any manner to this Agreement. Contractor agrees that the service of
         process by mail shall be effective service of same and that such
         service shall have the same effect as personal service within the State
         of Georgia and result in jurisdiction over Contractor in the
         appropriate forum in the State of Georgia.

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         f. Third Party Beneficiaries. This Agreement is not for the benefit of
         any third party and shall not be deemed to give any right or remedy to
         any third party whether referred to herein or not.

         g. Headings. Paragraph headings as used in this Agreement are for
         convenience only and are not a part hereof, and shall not be used in
         any manner to interpret or otherwise modify any provision of this
         Agreement.

         h. "CTN". As used herein, "CTN" shall also include CTN's member
         Companies, subsidiaries and parent, and its parent's subsidiaries,
         affiliates and related entities.

         i. "Persons". As used herein, the word "person" means any individual,
         firm, partnership, association, corporation or other entity.

         j. Survival. All representations, warranties and indemnities shall
         survive the execution, delivery, suspension, expiration and/or
         termination of this Agreement or any provision hereof.

16.      Effectiveness. This Agreement shall not be effective until
         countersigned on behalf of CTN and delivered to Contractor.



         College Television Network         THINK new ideas, Atlanta
         ("CTN")                            ("CONTRACTOR")


         By:  /s/ Patrick Doran             By:  /s/ Chris Wilson
            ---------------------------        -------------------------------
         Title: Chief Financial Officer     Title: Director of Client Services
               ------------------------           ----------------------------

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                                    EXHIBIT A


          PROJECT ORDER FORM                   DATE:
          ------------------

          FROM: ___________________________    TO:   THINK new ideas, ATLANTA
                      (A CTN COMPANY)

          Contact: ________________________    Contact: ______________________

          Phone: __________________________    Phone: ________________________

          Fax: ____________________________    Fax: __________________________


          This Project Order Form ("POF") is entered into by and between the
     undersigned parties pursuant to the Interactive Services Agreement between
     College Television Network ("CTN") and Think new ideas, Atlanta
     ("Contractor") dated September 27, 1999 (the "Agreement"), which is
     incorporated herein by reference. Each section below must be completed in
     detail or specifically designated as not applicable. Additional pages
     should be attached as needed.

     1.   Contractor shall provide the following Services:

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     2.   The Deliverables shall consist of the following:

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     3.   The Deliverables shall be delivered according to the following
          schedule:

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     4.   Specify if the method or terms of delivery and acceptance differ
          from the Agreement:

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     5.   In full consideration for performance of all Services and all rights
          granted hereunder, Contractor shall receive payment in the total
          amount of $______________________, which shall be payable as follows:

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     6.   Specify any Third Party Content and/or Third Party Technology,
          including software or internet applications, to be incorporated into
          the Deliverables, and any and all restrictions or limitations
          pertaining thereto:

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     7.   Specify any terms for this Project that are in addition to or
          different from those contained in the Interactive Services Agreement:

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          CONTRACTOR                            _________________________
                                                NAME OF CTN COMPANY)


          By: ________________________          By: __________________________

          Title: _____________________          Title: _______________________

                                      A-11
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================================================================================
                           Exhibit A-Strategy Services
                                   Wetair.com
                                October 13, 1999
================================================================================

Scope of Work for Start-Up Services

Project Description:

1.   Strategy Development

The overall objective for this initial scope of work is to develop the strategic
blueprints for creating a market defining Web presence for Wetair.com. The
initial concepts presented in the THINK New Ideas, Inc. (THINK) proposal will be
a key driver in defining the project.

THINK agrees to provide the services in the following categories to accomplish
the above stated objective:

I.  Account Management

    a.  Provide account management services.

        1) Overall project and team coordination and reporting
        2) Inject and provide insight and expertise throughout the strategic
           blueprint stage
        3) Provide transition consistency and knowledge from the
           strategic blueprint phase through the following implementation
           stages of Wetair.com
        4) Scheduling and coordination of all internal and/or client meetings
        5) Coordination and management of all project relevant client review
           and/or approval processes
        6) Maintenance and distribution of all applicable project documentation
        7) Collection & management of all applicable content and/or other
           miscellaneous project requirements
        8) Overall management of project budget, production schedule and quality
           assurance
        9) Construct and launch Project Intranet with designated features and
           functionality, and distribute Intranet address to Wetair.com.

b.      Retained Account Team. In order to best manage this initial stag in the
     strategic foundation building for Wetair.com, THINK will also provide the
     following Account Management team, with estimated percentages of their time
     between the official signing of this Exhibit A and December 31, 1999. If
     the project (as outlined in the Exhibit A) extends beyond the end of the
     year THINK will provide Wetair.com with a `change order' or a new Exhibit A
     for continued account management services. Once the strategic phase is
     complete, and implementation begins (sometime after the first of the year)
     a larger, dedicated account team will be needed.

         1)  Account Director - (15%)*
         2)  Senior Account Manager - (50%)*

     *(Estimated time percentages based upon a standard eight (8) hour workday.)

II.  Strategic Services

     The following provides a review of the specific strategic services THINK
     will provide in accordance with this Exhibit A. The strategic blueprint
     that THINK will construct for Wetair.com will build off of the previously
     submitted and approved strategy outlined in the original proposal to
     Wetair.com (see proposal for details) allowing for a modification of the
     THINKVision Strategy Development Process.

     THINK agrees to provide the services in the following categories to
     accomplish the above stated objective:

                                  Page 1 of 3
<PAGE>

    a.  Provide Internet strategy consulting services.

        1)  Kick Off Meeting and Kick Off Presentation
        2)  Available Research review
        3)  Available Technology Environment review
        4)  Participation in Round Table Strategy Sessions with Wetair.com and
            partners
        5)  Discovery Findings Presentation
        6)  Strategic Blueprint Presentation
            o  Identify key Go-To-Market issues
            o  Assess Resource Needs
            o  Implementation Launch planning
            o  Identify Linkages
            o  User Content Submission strategies, gathering and distribution,
               and ongoing management
        7)  High Level Information Architecture
            o  Organization
            o  Labeling
            o  Naming
            o  Indexing
        8)  Launch Plan
        9)  Leadership of other team members in Strategy Development, e.g.
            Dennis Interactive, Monumental, Fatwire, etc.
       10)  Functional Specifications
            o  Transfer, i.e. Tempest
            o  Content management
            o  Personalization
            o  Ad banner management
            o  Membership database

   b.  Retained Strategy Team. In order to best manage this initial stag in the
       strategic foundation building for Wetair.com, THINK will provide the
       following Strategic team, with estimated percentages of their time
       between the official signing of this Exhibit A and November 30, 1999. If
       the project (as outlined in the Exhibit A) extends beyond the end of the
       year THINK will provide Wetair.com with a `change order' or an new
       Exhibit A for continued strategic planning services.

       1)  Director, Strategic Planning, Gib Fenning - (20%)*
       2)  Associate Director, Strategy & Technology, Paul Goggin - (20%)*
       3)  Senior Strategist - (60%)*
       4)  Director, Technology - (20%)*
       5)  Technology Strategist - (2x75% for 6weeks)
       6)  Information Architect - (100% for 6weeks)

*(Estimated time percentages based upon a standard eight (8) hour workday.)

                                  Page 2 of 3
<PAGE>

2.  Service Fees

    Upon signing of this Exhibit A, THINK will be paid half, and the other half
    at the end of the engagement (November 30,999).


         Account Management                    $ 40,000

         Strategic Service                     $200,000


------------------------------------------------------------------------------
         Total for Project                     $240,000.00
------------------------------------------------------------------------------

THINK New Ideas reserves the right to adjust cost estimates accordingly based on
any unforeseen circumstances, adjustments or addition of content not previously
  agreed upon. All outcosts (i.e. out-of-pocket expenses) including, but not
 limited to the following: travel, couriers, shipping, color copies, disks and
         scanning will be billed to the client separately as incurred.

This contract is only valid for 30 days from the date indicated above. After 30
days, THINK New Ideas will consider this estimate null and void and reserves the
                     right to submit an updated estimate.


Wetair.com Signature: Daniel Davenport        THINK Signature: Chris Wilson
                      ----------------                         ----------------
Date: October 13, 1999                        Date: October 13, 1999
      -------------------                           -------------------

                                  Page 3 of 3
<PAGE>

================================================================================
                            Exhibit A-Design Services
                          Brand Development - Wetair.com
                                October 13, 1999
================================================================================

I.       Wetair.com Brand Development: THINK will be creating an environment
         that will serve as a catalyst for the evolution of the Wetair.com
         brand. The brand identity of this online enterprise will be largely
         experiential therefore the development needs to include both graphic
         identity tools and a demo web site for proof of concept testing.

         a)  Wetair.com Graphic Identity:

             1) Concept Development of marks and taglines
                 o Initial Concept Development Design/Copy writing
                 o Client Revisions
                 o Approval of  Test Candidate Concepts
                 o Comp Construction

             2) Production of Graphic Asset and Media
                  1)  Usage Survey and Identification
                      of Media Specific Deliverables
                  2)  Scheduling
                  3)  Graphic Production
                  4)  Media Production


         b)  Wetair.com Demo Site:
             THINK will create a 6-10 page proof of concept demo site that will
             convey the essence of the Wetair.com user experience. Functionality
             will include the ability to view streaming video and mp3's.

                  Wetair.com Demo:
                  1)  Demo Site Map and Design development
                  2)  2 Client Revisions
                  3)  Content and Asset inventory and creation
                  4)  Client approvals
                  5)  Production and Site construction
                  6)  Internal Beta Review
                  7)  Client Beta Review
                  8)  Additional Revisions
                  9)  Final Approval

         c)  Wetair.com Content Submission Site:
                  1)  THINK will prepare, design, and code a "content submission
                      site" for the purposes of gathering content for the
                      eventual site, pre-launch.
                  2)  Site will be live in time for the LINK magazine November-
                      December issue which will have advertisement included with
                      active url.
                  3)  THINK will design advertisement for LINK magazine.

                                  Page 1 of 2
<PAGE>

II.   Concept Testing: The scheduled CTN/Mentos Tour/Festivals will provide an
      excellent environment to test the validity of the Wetair.com concept and
      functionality with the target users. THINK will use this opportunity to
      gather user input concerning messaging, graphic look, usability and
      navigation.

o     Demo will be performed on-site in a "non-live" environment (i.e. CD-ROM,
      etc.)
o     THINK team members will not be on-site during concept testing

III.  Service Fees

Upon signing of this Exhibit A, THINK will be paid half, and the other half at
the end of the engagement (November 30,999).


         Design and Brand Development Services:               $70,000


================================================================================


THINK New Ideas reserves the right to adjust cost estimates accordingly based on
any unforeseen circumstances, adjustments or addition of content not previously
agreed. All outcosts (i.e. out-of-pocket expenses) including, but not limited to
the following: travel, couriers, shipping, color copies, disks and scanning will
be billed to the client separately as incurred. All such items will be submitted
for approval by Wetair.com prior to expenditure.

This contract overwrites any previously submitted contracts or proposals and is
only valid for 30 days from the date indicated above. After 30 days, THINK New
Ideas will consider this estimate null and void and reserves the right to submit
                             an updated estimate.


Wetair.com Signature: /s/ Daniel Davenport   Agency Signature: /s/ Chris Wilson
                      --------------------                     -----------------

Date: October 13, 1999                       Date: October 13, 1999
      --------------------                         --------------------

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