[LETTERHEAD OF GABRIEL DEGROOD BENDT]

March 18, 2002

Mr. Thomas Hobson
Chief Executive Officer
Nothin' But Net
1817 N. Millsweet Drive
Upland, CA 91784

RE: Letter of Agreement

Dear Tom:

This will serve as an umbrella Letter of Agreement to cover various projects
Nothin' But Net (hereinafter called "Client") has asked - or in future will
request - Gabriel deGrood Bendt, LLC (hereinafter called "Agency") to perform:

A.   Projects  will be officially  assigned to Agency and become  subject to the
     terms of this Letter of Agreement by a written  authorization  from Client,
     or Agency Conference Report summarizing a verbal client authorization.  All
     the necessary details of each specific project known at the time of project
     approval  (i.e.,  agency fee estimates,  out-of-pocket  estimates,  payment
     terms,  overall  budgets,  and timing,  etc.) will either be included as an
     addendum to the  written  authorization,  or agreed to and  recorded in the
     form of a Client-approved document distributed to all appropriate parties.

B.   Exhibit A entitled "Compensation, Services, & Billing Procedures" is hereby
     incorporated in and made a part of the agreement.

C.   Any work  performed for Client that is beyond the scope of work as outlined
     in each  specific  project  agreement  would  require  additional  fees and
     possibly additional out-of-pocket costs, but such additional fees and costs
     must first be approved in writing by Client.

D.   Agency may enter into  contracts  with third  parties as Client's  agent to
     carry out the purposes of this Agreement as Client specifically authorizes.
     The Agency  shall  become  liable to such parties for all payments to third
     parties only after the Agency is paid by Client for such obligations billed
     to Client.  Agency is not obligated to make a monetary commitment on behalf
     of Client unless  Client has advanced to Agency the  estimated  cost of the
     commitment.  Agency  will  estimate  in  advance  gross  charges of outside
     companies for media placements, etc., to be supplied to Agency on behalf of
     Client. Client agrees to advance Agency funds to cover said costs, prior to
     Agency making a commitment.


      900 2nd Avenue South 1770 International Centre Minneapolis, MN 55402
                         612-547-5000 fax 612-547-5050

<PAGE>

Letter of Agreement
Page 2 of 3
March 18, 2003

E.   Agency will submit to Client for approval schedules of media advertising in
     advance of  Agency's  contracting  with the media on behalf of Client.  All
     schedules  and  invoices  to Client  will be at agreed  NET  rates.  Client
     understands  that rates quoted for media  advertising are subject to change
     prior to media's acceptance of contract. Client agrees to advance to Agency
     funds  to cover  said  costs  in  advance  and  prior  to  Agency  making a
     commitment.  In the event that said  payments of Client  should  exceed the
     forecasted costs,  Agency will reapply excess funds to future media buys or
     projects.  Client  reserves  the right to approve  and, in its  reasonable,
     discretion,  to cancel or modify any and all schedules and plans  submitted
     by Agency.  Clients shall be and remain liable for all charges and expenses
     incurred  by  agency  and  approved  by  Client  prior  to  notice  of such
     cancellations  or  modifications,  including but not limited to any and all
     costs for media insertions that cannot be cancelled should Client revisions
     be requested after the insertion close date.

F.   Agency shall be the agent of Client for the purchase of any  materials  and
     external  services  used in the  development  of  marketing  communications
     materials for Client,  for all  purposes,  including but not limited to the
     obligation of both parties to collect and pay all applicable  sales and use
     tax.  Client shall bear sole  liability  and shall pay for all  obligations
     incurred  by  Agency  on  Client's  behalf  within  the  scope of  Client's
     authority.  Client shall be solely liable for any and all sales and use tax
     due to any materials or services purchased on Client's behalf by Agency.

G.   Agency  shall not be liable to Client for erros of third  parties with whom
     Agency contracts for and on behalf of Client.

H.   Client shall be responsible for the accuracy, completeness and propriety of
     all  claims  and  representations  concerning  its  products  and  services
     appearing in any advertising or marketing communications materials.  Client
     is  also   responsible   for  ensuring  all   advertising   and   marketing
     communications  adhere  to any  legal  requirements  specific  to  Client's
     industry or business.

I.   Accordingly,  Client shall hold harmless, indemnify, and defend Agency, its
     affiliates and associates, from any and all liability and expense.

J.   Either  party can  terminate  this Letter of  Agreement  upon 60 days prior
     written notice of termination to the other party. Upon termination,  Agency
     shall invoice Client for all amounts due to Agency and Client agrees to pay
     same upon receipt of invoice.

K.   Upon termination of this Agreement, any and all materials, which Client has
     paid for and which are in the possession of Agency shall be provided to the
     Client.  However,  Agency may retain  possession of all such material until
     Client pays all amounts due Agency.  The copyright  ownership of all Agency
     work  product  created in behalf of Client shall belong to the Agency until
     such work product is paid for in full.

L.   The  provisions  of this  Letter  of  Agreement  shall be  interpreted  and
     construed in  accordance  with the laws of Hennepin  County in the State of
     Minnesota.

M.   The persons  signing this  Agreement on behalf of Client and Agency  hereby
     personally  represent  to the  other  party  that  he/she  has  the  actual
     authority to sign on behalf of Client and Agency, respectively.


      900 2nd Avenue South 1770 International Centre Minneapolis, MN 55402
                         612-547-5000 fax 612-547-5050


<PAGE>

Letter of Agreement
Page 3 of 3
March 18, 2002

We are pleased to be doing work on behalf of Nothin' But Net, and will do our
best to provide you with the highest quality work within your budgets and
guidelines.

Sincerely,



Jim Bendt
President

Agreed and Accpeted:
On behalf of Gabriel deGrood Brendt, LLC        On behalf of Nothin' But Net



/s/ Mary Hubbell                                /s/ Thomas Hobson
--------------------------------------------------------------------------
Signature                                       Signature


Mary Hubbell, Account Supervisor                Thomas Hobson/C.E.O.
--------------------------------------------------------------------------
Name/Title                                      Name/Title


March 18, 2002
--------------------------------------------------------------------------
Date                                            Date

Attachments:  Exhibit A - Compensation, Service and Billing Procedures





      900 2nd Avenue South 1770 International Centre Minneapolis, MN 55402
                         612-547-5000 fax 612-547-5050


<PAGE>


                                Nothin' But Net
                 COMPENSATION, SERVICES AND BILLING PROCEDURES
                                      2003

                                   Exhibit A

PART I - COMPENSATION

A.   The agreement  between  Nothin' But Net (Client) and Gabriel  deGrood Bendt
     LLC (Agency) will be based on the following:

     a.   Account  management  services  will be provided to the Client pro bono
          while all other services,  including  creative,  production and media,
          will be billed at  Agency  standard  hourly  rates.  No costs  will be
          incurred until Client has authorized work to begin. All media invoices
          and creative  material  production  to be billed to Client at NET. All
          miscellaneous costs will be billed to Client at net.

B.   Account Management services provided pro bono (free of charge) to Client:
     a.   Communications strategy and planning
     b.   Day-to-day management of account
               i.   Client contact
               ii.  Vendor contact
               iii. Traffic of creative materials

C.   Creative & production  services  billed to Client at Agency standard hourly
     rates:
     a.   Creative development & production

D.   Media services billed to Client at Agency standard hourly rates:
     a.   Counsel and  Planning to insure a  completely  integrated  advertising
          program.
     b.   Media Selection and Checking
          i.   Detailed  media   recommendations   followed  by  scheduling  and
               purchase  of  approved  media,  and  the  verification  of  media
               performance.
          ii.  Media will be invoiced at agreed NET rates.

E.   Production billed to Client at NET:
     a.   Vendor production of creative materials.






      900 2nd Avenue South 1770 International Centre Minneapolis, MN 55402
                         612-547-5000 fax 612-547-5050

<PAGE>

Exhibit A
Page 2 of 3
March 18, 2003

F.   Misc. costs billed to Client at NET:
     a.   Local  and  Long  Distance  Telephone,  Facsimile,  Parking,  Postage,
          Photocopying and Shipping.
     b.   Sending orders and instructions to media and suppliers.
     c.   Expenses for travel (such as airfare, car rentals,  hotel and per diem
          costs)  incurred by our by our staff.  Travel  expenses  incurrred  by
          Client  and  vendors  for  various  business   meetings  and  location
          production will be billed at net.

PART II - BILLING AND PAYING PROCEDURES

A.   Billing Procedures
     a.   Agency will submit to Client  invoices  for all  services and expenses
          incurred on a monthly basis.
     b.   Terms for invoice  payment are net 30 with a 1.5%  finance  charge per
          month on all past due accounts.
     c.   Each month, Agency will submit to Client a budget recap outlining  the
          actual-to-date and forcasted expenses for the year.

PART III - GENERAL PROVISIONS

A.   Client's Right to Cancel

     Client has the right to modify,  revise,  or cancel any advertising  plans,
     schedule  or  work.   Agency  will  take  proper  steps   immediately  upon
     instructions from Client to effect such changes;  however, Client agrees to
     assume  liability for the cost of such changes and to reimburse  Agency for
     them.

B.   Agency's Right to Cancel

     Agency is not required to advance funds for the Client.  If the Agency does
     not receive  adequate  funds to pay any  commitment the Agency has made for
     Client  prior to space close  date,  the Agency has the  absolute  right to
     cancel  the  commitment  and Client  will be  responsible  for any  charges
     incurred as a result of said cancellation.



      900 2nd Avenue South 1770 International Centre Minneapolis, MN 55402
                         612-547-5000 fax 612-547-5050

<PAGE>

Exhibit A
Page 3 of 3
March 18, 2002

C.   Checking Copies of Advertisements

     Publications  (newspapers,   magazines,   trade  papers,  etc.)  containing
     Client's  advertising -- either copies of such  publications or tear sheets
     from them - will be retained  in our file for sixty days after  publication
     for the  Client's  inspection.  Agency will send tear sheets to client,  if
     requested, one billing cycle after the media is invoiced.

     Affidavits from radio and television,  advertising will also be retained in
     our file for  Client's  inspection  for  sixty  days  after the date of the
     program.

D.   Examination of Records

     Upon advance  request,  client may during the normal  working hours examine
     our  records  and  files,  which  pertain   specifically  to  the  Client's
     advertising.






      900 2nd Avenue South 1770 International Centre Minneapolis, MN 55402
                         612-547-5000 fax 612-547-5050