Exhibit 10.11

     This Representation Agreement is made as at this 7 day of February 2000

BETWEEN:

                  INTEREP  INTERACTIVE,  INC., a corporation  incorporated under
                  the laws of Delaware ("Hereinafter called Interep")

                  -and-

                  AMERICOM USA, INC., a corporation  incorporated under the laws
                  of Delaware (Hereinafter called "Americom")

WHEREAS  Americom is the owner and  operator of the  Internet  network  known as
AdCast  and/or  DAI and  websites  with the  domain  name or names  set forth on
Schedule "A" hereto (together, the "Network");

AND WHEREAS  Interep is desirous of  representing  Americom for outside sales of
advertising  content to be placed on the  Network and in  assisting  Americom in
expanding the network;

In consideration of the mutual covenants  hereinafter given the parties agree as
follows:

1.   Term.  The term of this  Agreement  (the "Term") will begin on the date set
     forth above and will continue for an initial period of nine (9) months. The
     Term will  automatically  renew for  consecutive  renewal periods of twelve
     (12) months each unless, not later than sixty (60) days prior to the end of
     the then current initial period or renewal period, Americom advises Interep
     in writing of the termination of this Agreement or any renewal thereof.  In
     such case this Agreement or any renewal  thereof will terminate on the last
     day of the then current period.

2.   Representation.  Pursuant to the terms  hereof  Interep  will serve,  as an
     outside  representative,  during  the  Term,  for the sale to  advertisers,
     advertising  agencies  and media  buyers (the  "Clients")  in the  domestic
     United  States of America  ("USA") of  advertising  to be  displayed on the
     Network.  As used in this  Agreement,  the Network may include all Networks
     and web pages which are owned or operated by Americom or its affiliates and
     which are  linked to the  Network.  Interep  shall use its best  efforts to
     place  advertising  from  third  parties  on the  Network  and will  devote
     appropriate resources, facilities and personnel to do so. This will include
     meeting  hiring  and  market  resource  goals and  objectives  set forth in
     Schedule  "B"  hereof.  Advertising  will take the form of html source code
     that will  display a banner  from our  server  (or the server of such other
     party as the  parties  may agree) on the  Network or such other form as the
     parties  may  subsequently   agree  regional  and  site  specific  national
     advertising for the Network in the domestic United States.

3.   Advertising.   Interep  will  arrange  for  the  placement  of  e-billboard
     advertising   on  the  Network  by  offering   placements  on  the  Network
     specifically and through Interep's  exclusive  channels at pricing approved
     by Americom.

<PAGE>

     a)   An  insertion  order  will be  issued  for  Americom's  acceptance  or
          rejection.  Americom  may reject  any  insertion  advertising  for any
          reason.  Interep will use commercially  reasonable  efforts to furnish
          any  insertion  order to Americom in advance of launching  the related
          advertisement on the Network.  An insertion order will include (i) the
          name of the Client,  (ii) the length of time the advertising will run,
          (iii)  the  related   fees   payable  to  Americom  and  (iv)  Interep
          commission.

     b)   Americom will be  responsible  for fulfilling the terms and conditions
          of each insertion order accepted.

     c)   Americom will be deemed to have accepted an insertion  order unless it
          provides Interep a notice of rejection, in writing or by e-mail within
          24 hours of receipt of insertion order.

     d)   Interep  will not be liable  for any  revenues  lost as a result of an
          Americom  decision to reject any  advertising,  nor shall  Americom be
          liable for any  expense or  commission  to Interep  for such  rejected
          advertising.

     e)   Interep  may  request   permission   to  place  on  the  Network  test
          advertisements  for Clients and public service  advertisements,  at no
          charge   to   the   advertiser.   Americom   may   reject   any   such
          non-compensatory   advertisements.   If  any  such   advertisement  is
          accepted,  there will be no commission  payable to Interep  commission
          from you with regard to it.

4.   Rates.  Americom in  consultation  with  Interep will set all rates for all
     advertising  placed by Interep.  Interep will publish a rate card to actual
     and  potential  Clients and will  furnish a copy to  Americom.  Interep may
     change  the rates  with the  consent of  Americom,  not to be  unreasonably
     withheld.  The rates that  charged to Clients  may vary from our  published
     rates. You agree to maintain all information  about any such rate variances
     in  confidence  and not to  disclose  it to any other  actual or  potential
     Client or any other third party.

5.   Commissions.  Interep will  receive a  commission  equal to thirty per cent
     (30%)  of the net  billings  collected  on all  advertising  placed  on the
     Network by Interep.

6.   Billing  and  Payment.  a) Interep  will bill and  collect  all charges for
     advertising  which  Interep  placed on the  Network.  Within 30 days of the
     receipt  of any  payment  for any such  advertising  Interep  will remit to
     Americom an amount equal to the gross billings for such  advertising,  less
     any advertising agency commissions and less Interep commissions, unless:

          (i)  Interep collects payment in advance from an advertiser,  in which
               case  Interep  will  pay  to  Americom,  those  monies  owing  to
               Americom,  within  seven  days  from  the  date  the  monies  are
               received;

          (ii) A Client disputes an Interep billing in which case all funds will
               be held in Interep's attorneys' trust account,  until the dispute
               is resolved, and then paid promptly to Americom;

                                      -2-

<PAGE>

          (iii)Payments are received by Interep in a foreign currency,  in which
               case  payment  must first be  converted  into U.S.  dollars,  and
               apportioned accordingly, taking into account the rate of exchange
               and conversion fees.

     b)   Interep  will not be  liable  to pay any  amount  to  Americom  unless
          Interep  has  received  the  corresponding  payment  from the  Client.
          Interep  shall  make all  commercially  reasonable  efforts to collect
          amounts owed by Clients. Interep reserves the right to deduct from the
          gross billings received from a Client any costs reasonably incurred to
          collect  such  billings  for  purposes  of  calculating   payments  to
          Americom.

     c)   Gross  billings  will be calculated  based solely on audience  traffic
          audits  from  Interep's  control  server,  except  that in cases where
          advertisements are shown by a third party server, Interep will rely on
          such server's traffic audits. Interep reserves the right to review any
          internal or third party audit figures and edit out any source that has
          repeatedly  clicked on a banner or viewed a page repeatedly to inflate
          statistics.  Americom  reserves  the  right  to  audit  all  campaigns
          utilizing  the "True  Management"  ad serving  and  reporting  system.
          Significant  discrepancies could result in campaign results review and
          adjustment.  Americom reserves the right to count impressions,  clicks
          and unique visitors  simultaneously with Interep's interactive control
          server.

     d)   Interep will provide monthly, detailed, on-line reports to Americom of
          the  advertising  activity  on the  Network  and  summary  reports  on
          Americom's  account status from time to time on Americom's  reasonable
          request.

7.   Advertising Placement.

     a)   Interep will provide  Americom with html source code that will display
          the advertisement on the Network.

     b)   In some cases,  a custom size  sponsorship  may require that  Americom
          modify the Network subject to Americom's approval. Americom may accept
          or reject such modification at its sole discretion.

     c)   All advertising placed by Interep must appear on the Network within an
          ebillboard frame.

8.   Liability. Interep will have no liability for the following:

     a)   Advertising  placed  on the  Network  that  fails  to load or  operate
          properly  due to  defects  in the  related  html code or  failures  of
          Interep's server;

     b)   Such html code harms the Network or Americom's server;

     c)   Any advertising  placed by Interep  contains  content which results in
          any claims for copyright, trademark or other infringement,  defamation
          or any other liability.  If any claim,  action,  suit or proceeding is
          brought against Interep or a Client due to

                                      -3-

<PAGE>

     d)   Loss of sales due to other outside reps selling Ads on the DAI Network
          through AdCast.

          (i)  Any breach of this Agreement by Americom or

          (ii) Americom's   operation   of  the  Network,   including,   without
               limitation, any based on a claim of copyright, trademark or other
               infringement, or defamation,  Americom will assume the defense of
               any such claim, action, suit or proceeding and indemnify and hold
               harmless  Interep and its Clients  and its  respective  officers,
               directors,  employees and affiliates against any loss, liability,
               damage  and  expenses  incurred  in  such  connection,  including
               without  limitation,   attorneys'  fees  and  disbursement.   The
               provisions  of this  Section 8 will  survive the  termination  or
               expiration of this Agreement.

          (iii)Interep shall not be liable for any incidental,  consequential or
               other direct or indirect loss or damages, including lost profits,
               arising out of this  agreement  or  Americom's  use of  Interep's
               services,  even if Interep has been advised of the possibility of
               such loss or damages,  regardless of the form of action,  whether
               in contract,  tort,  including  negligence,  strict  liability or
               otherwise.

9.   Intellectual Property. Americom represents and warrants to Interep that use
     of the  Network by Interep or its  Clients  will not  infringe on any third
     party intellectual  property rights,  including without limitation,  United
     States or foreign  trademarks,  patents or copyrights  and Americom has all
     necessary  rights  and  authority  to enter  into  this  contract  and have
     advertising placed on the Network

10.  "Poaching"  Human  Resources.  Americom  acknowledges  that employees hired
     before or during the duration of this  agreement  will not be approached or
     solicited  for  purposes  of  being  hired  by  Americom  USA or any of its
     subsidiaries for 90 days after the term of this agreement.

11.  Prospecting Support.  Conforming to terms specified in Schedule "A", direct
     advertising  sales  contacts  made by  Americom  USA before or during  this
     agreement will be introduced to Interep Interactive as Americom USA's sales
     representative  for AdCast.  Americom USA will make every reasonable effort
     to encourage  those  contacts to negotiate and execute  AdCast  advertising
     agreements  through Interep  Interactive.  If an advertising  agreement has
     been  first   negotiated   with   Americom  USA  directly  or  through  the
     advertiser's agency, Interep Interactive will be introduced to the operable
     customer  parties and be eligible to receive  commission on any  subsequent
     agreements  that  Interep  Interactive  negotiates  and  executes  with the
     advertiser directly or through the advertiser's agency.

12.  Network  Support.  Interep shall at all material times use its best efforts
     to increase the number of web sites  participating in the Network.  Interep
     Interactive  shall be  remunerated  for sites or  properties  that join the
     Network as a result of Interep Interactive's sole initiating efforts in the
     amount of one quarter of one cent, US currency

                                      -4-

<PAGE>

     for each  monthly  unique user in traffic  delivered  to the DAI Rich Media
     Network.  The level of monthly unique users and therefore the  compensation
     will be solely  measured by Americom  USA's True  Management ad serving and
     reporting technology.  In this capacity,  Interep Interactive will act as a
     "Network  reseller" and be compensated as indicated  above as long as sites
     Interep has acquired on Americom USA's behalf remain in the network.

13.  Cookies.  Americom  acknowledges  that  Interep  may make use of small data
     files that are used to store information ("cookies").

14.  Arbitration.  Governing Law;  Dispute  Resolution.  This Agreement shall be
     construed  and  interpreted  in  accordance  with the laws of the  State of
     California.  None of the parties shall  institute an  arbitration  or court
     proceeding  to resolve a dispute  between the parties  except as  expressly
     herein  provided.  If there is a dispute  either  party may  demand  direct
     negotiation.  If such dispute is not resolved  within fifteen (15) Business
     Days after a demand for direct  negotiation,  the parties  shall attempt to
     resolve  the  dispute  through  mediation  conducted  in San  Luis  Obispo,
     California. If the parties do not promptly agree on a mediator, then any of
     the parties may notify the American  Arbitration  Association,  to initiate
     selection of a mediator from the commercial  dispute  resolution panel. The
     fees and expenses of the mediator shall be paid equally by the parties.  If
     the mediator is unable to facilitate a settlement  of the dispute  within a
     reasonable  period of time, as  determined  by the  mediator,  the mediator
     shall  issue a written  statement  to the parties to that effect and either
     party may then seek  relief  through  arbitration,  which shall be binding,
     before a single arbitrator pursuant to the Commercial  Arbitration Rules of
     the American  Arbitration  Association  (the  "Association").  The place of
     arbitration  shall  be San  Luis  Obispo,  California.  Arbitration  may be
     commenced at any time after receipt of written mediator's statement, by any
     party  seeking  arbitration  by written  notice to the other party by first
     class mail, postage prepaid.  The arbitrator shall be selected by the joint
     agreement of the parties,  but if they do not so agree within  fifteen (15)
     Business Days after the date of the notice referred to above, the selection
     shall  be made  pursuant  to the  rules  from  the  panels  of  arbitrators
     maintained by such  Association.  The arbitrator  shall render his decision
     within one hundred eight (180) days of  appointment.  Any award rendered by
     the  arbitrator  shall be final,  conclusive  and binding  upon the parties
     hereto and there shall be no right of appeal  therefrom.  Judgment upon the
     award  rendered  by the  arbitrator  may be  entered  by any  court  having
     jurisdiction  thereof.  The  unsuccessful  party  shall  pay all  costs and
     expenses of  arbitration,  including  attorneys'  fees and  expenses of the
     arbitrator.  The  arbitrator  shall not be permitted  to award  punitive or
     similar type damages under any circumstances.

15.  Miscellaneous.

     a)   Entire Agreement;  Amendments;  No Waivers.  This Agreement sets forth
          our entire understanding with respect to its subject matter and merges
          and  supersedes all prior  understandings  with respect to its subject
          matter.  No provision of this Agreement may be waived or modified,  in
          whole or in part,  except by  writing  signed  by all of the  parties.
          Failure  of either of the  parties to enforce  any  provision  of this
          Agreement  will not be  construed  as a waiver of rights under such

                                      -5-

<PAGE>

          or any other  provision.  No waiver of any provision of this Agreement
          in any instance will be deemed to be a waiver of the same or any other
          provision in any other instance.

     b)   Communications.  All notices,  consents and other communications given
          under this  Agreement  will be in  writing  and will be deemed to have
          been duly given (a) when delivered by hand or by Federal  Express or a
          similar  overnight  courier to, (b) five days after being deposited in
          any United States post office enclosed in a postage prepaid registered
          or certified  mail  envelope  addressed  to, or (c) when  successfully
          transmitted by facsimile (with a confirming copy of such communication
          to be sent as  provided  in (a) or (b)  above)  to, the party for whom
          intended,  at the address or facsimile number for such party set forth
          below,  or to  such  other  address  or  facsimile  number  as  may be
          furnished  by such  party by notice  in the  manner  provided  herein;
          provided,  however,  that any notice of change of address or facsimile
          number will be effective only on receipt.

          If   to Interep                        If to Americom

          Interep Interactive, Inc.              Americom USA, Inc.
          C/O Adam Guild                         C/O  Douglas  Hansen
          10880  Wilshire  Blvd.                 901 South Bascom  Avenue
          Suite 1000                             Suite 880
          LA, CA 90024                           Campbell,  CA 95008
          Phone:  323-441-8175                   Phone: 800-549-9526
          Fax No.: 323-850-6312                  Fax No: 408-558-1911
          e-mail:  aguild@interep.com            e-mail:
                                                 dhansen@americomusa.com

     c)   Successors and Assigns. This Agreement will be binding on, enforceable
          against and inure to the benefit of, the parties and their  respective
          successors  and permitted  assigns,  and nothing herein is intended to
          confer any right, remedy or benefit on any other person. Neither party
          may assign its rights or delegate its obligations under this Agreement
          without the express written consent of the other,  except that no such
          consent  will be  necessary  with  respect  to any  assignment  by the
          parties  to  any  of  their   parents,   subsidiaries,   divisions  or
          affiliates. Each must notify the other of any such assignment.

     d)   Governing  Law. This Agreement will in all respects be governed by and
          construed  in  accordance  with  the laws of the  State of  California
          applicable to agreements made and fully to be performed in such state,
          without giving effect to conflicts of law principles.

     e)   Severability. If any provision of this Agreement is held to be invalid
          or unenforceable  by any court or tribunal of competent  jurisdiction,
          the remainder of this Agreement will not be affected thereby, and such
          provision  will be carried out as nearly as possible  according to its
          original   terms  and  intent  to   eliminate   such   invalidity   or
          unenforceability.

                                      -6-
<PAGE>

     f)   Non-Agency.  For all purposes of this Agreement, each of us will be an
          independent contractor, and not an agent, partner or joint venture, of
          the other.

     g)   Counterparts. This Agreement may be executed in multiple counterparts,
          each of which will be deemed an  original,  but all of which  together
          will constitute one and the same instrument.

     h)   Construction. Headings used in this Agreement are for convenience only
          and  will  not  be  used  in the  interpretation  of  this  Agreement.
          References  to Sections  and Exhibits are to the sections and exhibits
          of this Agreement.  As used herein,  the singular  includes the plural
          and the masculine, feminine and neuter gender each includes the others
          where the context so indicates.

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first set forth above.

INTEREP INTERACTIVE, INC.                         AdCast, INC.


By /s/ Adam Guild                                 By /s/ Douglas W. Hansen
  -------------------------------                    ---------------------------
         Adam Guild                               Name:  Douglas W. Hansen
         President                                Title: Vice President of Sales


                                      -7-
<PAGE>


                                  SCHEDULE "A"

Network Domain Name or Names:  all sites using www.adcastdelivers.com technology


All  advertisers for whom we have already run advertising on the Network and all
advertisers  and clients,  who, by their  unsolicited  request,  wish to conduct
business directly with AdCast, DAI or Americom USA.


I-Win
Ad Auction
Mass Music/Audio Highway
AdVenture/Venture OnLine
Advertising.com
Tecknosurf
Etours
Aria
Anheuser-Busch
Supersports.com
GoTo.com

All of the above will be introduced  to Interep as our ad sales  representative.
They  will  then  do  business  with  us  through  you,  UNLESS  they,   without
solicitation,  request to deal directly with AdCast. This is the case with every
advertiser and agency.

While we realize that a few agencies  will insist on direct  relationships  with
AdCast,  we  acknowledge  that it is to our  mutual  advantage  to have  Interep
Interactive  in as  many  agencies  as  possible  selling  ads,  so  that we can
concentrate our resources on building the network.


                                      -8-

<PAGE>

                                  SCHEDULE "B"

A.       INTEREP GROWS WITH AMERICOM USA
INTEREP INTERACTIVE AGREES TO, IN GOOD FAITH, GROW THEIR SALES ORGANIZATION AT A
PACE  COMMENSURATE  WITH AMERICOM  USA'S  NETWORK.  AS SUCH INTEREP  INTERACTIVE
AGREES TO HIRE ONE NEW  SALESPERSON  FOR EACH ONE MILLION  UNIQUE  VIEWERS  THAT
AMERICOM  USA ADDS TO THEIR  ADVERTISING  NETWORK.  CURRENT  NETWORK  SIZE AS OF
January 25, 2000 IS 4.9 MILLION UNIQUE VIEWERS PER MONTH.  DETERMINATION FOR THE
NUMBER OF UNIQUE  VIEWERS WILL BE BASED SOLELY ON DATA FROM AMERICOM USA'S "TRUE
MANAGEMENT" TRAFFIC MANAGEMENT SYSTEM. INTEREP WILL HAVE THIRTY DAYS TO MAKE THE
HIRE FROM THE DATE OF NOTICE THAT AMERICOM HAS ADDED SAID TRAFFIC.

INTEREP  INTERACTIVE  AGREES TO, IN GOOD  FAITH,  PLACE THE HIRES IN  GEOGRAPHIC
LOCATIONS THAT ARE BENEFICIAL  GROWING ITS  ORGANIZATION  IN PARALLEL TO REVENUE
GROWTH ON THE BUYING SIDE, THAT IS, WHERE  ADVERTISING  CUSTOMERS ARE INCREASING
INTEREP REPRESENTATION WILL INCREASE LIKEWISE.

B.       INTEREP SHARES MARKETING RESOURCES WITH AMERICOM USA
IT IS UNDERSTOOD THAT THE RELATIONSHIP  BETWEEN INTEREP INTERACTIVE AND AMERICOM
USA  ENCOMPASSES  MORE THAN  MERELY AD SALES  REPRESENTATION.  AS SUCH,  INTEREP
INTERACTIVE  AGREES TO, IN GOOD FAITH, DRAW UPON ALL OF ITS RESOURCES WITHIN ITS
OWN  DIVISION,  PARENT  COMPANY  (INTEREP,  INC.) AND  ASSOCIATED  AGENCIES  AND
AFFILIATES TO HELP PROMOTE AND EXECUTE THE IMMEDIATE AND FUTURE  BUSINESS MODELS
EXECUTED BY AMERICOM USA, DAI AND THE ADCAST NETWORK. THESE COMMITMENTS INCLUDE,
BUT WOULD NOT BE LIMITED TO JOINT PRESS  RELEASES,  INTRODUCTION  TO REPRESENTED
BROADCAST  ELEMENTS FOR THE PURPOSE OF PROMOTING THE NETWORK AND INTRODUCTION TO
REPRESENTED INTERACTIVE ELEMENTS FOR THE PUPORSE OF JOINING THE NETWORK.


                                      -9-