<PAGE>   1

                                                                    EXHIBIT 10.4


                          INVESTMENT BANKING AGREEMENT


This Agreement is made as of January 14, 1998, by and between Wanderlust
Interactive, Inc., a Delaware corporation ("Contractor"), with its principal
offices at 5301 Beethoven Street, Los Angeles, CA 90066-7047, and Lloyd Wade
Securities, Inc., a Texas corporation, ("LDWD") with its principal offices at
5005 LBJ Freeway, Suite 630, Dallas, Texas 75244, USA.


                                   WITNESSETH


     WHEREAS, Contractor requires expertise in the area of investment banking 
to support its business and growth; and

     WHEREAS, LDWD has substantial contracts among the members of the 
investment community, investment banking expertise, and desires to act as a 
consultant to provide investment banking and advisory services;

     NOW, THEREFORE, in consideration of the premises and the mutual promises 
and covenants contained herein and subject specifically to the conditions 
hereof, and intending to be legally bound thereby, the parties agree as follows:

1.   CERTAIN DEFINITIONS--When used in this Agreement, the following terms shall
     have the meanings set forth below:

     1.1  Affiliate--any persons or entities controlled by a party.

     1.2  Contractor--the Contractor who use the services of LDWD.

     1.3  Contractor Clients--the Contractor's clients who use the services of 
     LDWD through the Contractor.

     1.4  Contact Person--The person who shall be primarily responsible for 
     carrying out the duties of the parties hereunder. Contractor and LDWD 
     shall each appoint a Contact Person to be responsible for their respective 
     duties. In the event that one party gives notice to the other party in 
     writing that, in their reasonable opinion, the other party's Contact 
     Person is not able to fulfill their duties and responsibilities hereunder, 
     both parties shall mutually agree upon a replacement Contact Person within 
     10 days of the said notice.

     1.5  Extraordinary Expenses--expenses that are beyond those expenses that 
     are usual, regular, or customary in the conduct of in-house activities in 
     fulfillment of the scope of this agreement.


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     1.6  Equity - cash, securities or liquid assets, specifically excluding
     real property.

     1.7  Payment or Payable in kind - distribution of the proceeds of a
     transaction in the same type and form as was given as valuable
     consideration for the transaction.

2.   CONTACT PERSONS. The Contact Person for Contractor is Mr. Jay Smith, III,
     CEO, CFO. The Contact Person for LDWD is David Rutkoske, President.

3.   SERVICES TO BE RENDERED BY LDWD. Services to be rendered, on a best efforts
     basis, by LDWD are as follows:

     3.1  Advice and Counsel. LDWD will provide advice and counsel regarding
     Contractor's strategic business and financial plans, strategy and
     negotiations with potential lenders/inventors, merger/acquisition
     candidates, joint ventures, corporate partners and others involving
     financial and financially related transactions.

     3.2  Introductions to the Securities Brokerage Community. LDWD has a close
     association with numerous broker/dealers and investment professionals
     across the country and will enable contact between Contractor and/or
     Contractor Clients to facilitate business transactions among them. LDWD
     shall use their contacts in the brokerage community to assist Contractor in
     establishing relationships with securities dealers and to provide the most
     recent corporate information to interested securities dealers on a regular
     and continuous basis. LDWD understands that this is in keeping with
     Contractor's business objective to establish a nationwide network of
     securities dealers who have an interest in Contractor's securities.

     3.3  Market-making Intelligence. LDWD is a market-maker in numerous
     securities and has access through its market-making facilities and
     personnel to LDWD proprietary information. LDWD will monitor and react to
     sensitive market information on a timely basis and provide advice, and
     counsel and proprietary intelligence (including but not limited to
     information on price, volume and the identification of market-makers,
     buyers and sellers) to Contractor in a timely fashion with respect to
     securities in which Contractor has and interest. Contractor understands
     that this information is available from other sources but acknowledges that
     LDWD can provide it in a more timely fashion and with substantial
     value-added interpretation of such information. The foregoing
     notwithstanding, no information will be provided to Contractor with respect
     to the activities of any other LDWD customers or customer accounts without
     such customer's prior consent.

     3.4  Contractor and/or Contractor Client Transaction Due Diligence. LDWD
     will undertake due diligence on all proposed financial transactions
     affecting the Contractor, of which LDWD is notified in writing in advance,
     including 


Investment Banking Agreement -- Page 2 of 15 Pages -- Initialed 
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     investigation and advice on the financial, valuation and stock price
     implications thereof.

     3.5  Additional Duties. Contractor and LDWD shall mutually agree upon any
     additional duties which LDWD may provide for compensation paid or payable
     by Contractor under this Agreement. Such additional agreement(s) may,
     although there is no requirement to do so, be attached hereto and made a
     part hereof by written amendments to be listed as "Exhibits" beginning with
     "Exhibit A", and initialed by both parties.

     3.6  Best Efforts. LDWD shall devote such time and best effort to the
     affairs of the Contractor as is reasonable and adequate to render the
     consulting services contemplated by this agreement. LDWD is not responsible
     for the performance of any services which may be rendered hereunder without
     the Contractor providing the necessary information in writing prior
     thereto, nor shall LDWD include any services that constitute the rendering
     of any legal opinions or performance of work that is in the ordinary
     purview of the Certified Public Accountant. LDWD cannot guarantee results
     on behalf of Contractor, but shall pursue all reasonable avenues available
     through its network of financial contacts. At such time as an interest is
     expressed by a third party in Contractor's needs, LDWD shall notify
     Contractor and advise it as to the source of such interest and any terms
     and conditions of such interest. The acceptance and consumption of any
     transaction is subject to acceptance of the terms and conditions by
     Contractor. It is understood that a portion of the compensation paid
     hereunder is being paid by Contractor to have LDWD remain available to
     assist it with transactions on an as needed basis.

4.   COMPENSATION TO LDWD.

     4.1  Initial Fee. Contractor shall pay LDWD an initial fee, according to
     the "Addendum", of 100,000 (One Hundred Thousand) common stock shares and
     50,000 (Fifty Thousand) common share warrants upon execution of this
     agreement, the underlying shares to be registered with any current or next
     offering (via piggyback registration rights which the Company will file
     within 180 days) for LDWD's initial setup activities which are necessary
     for LDWD to provide the services herein. These fees shall be considered in
     arrears if not received by the tenth (10) business day following the due
     date specified in the "Addendum". These shares are the same shares
     mentioned in the Addendum.

     4.2  Additional Fees. Contractor and LDWD shall mutually agree in writing
     upon any additional fees which Contractor may pay in the future for
     services rendered by LDWD under this Agreement. Such additional
     agreement(s) may, although there is no requirement to do so, be attached
     hereto and made a part hereof as Exhibits beginning with Exhibit A.


Investment Banking Agreement -- Page 3 of 15 Pages -- Initialed 
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4.3   Optional Form of Payment. LDWD may, at the time for each payment and at
its sole option, elect to receive all or a portion of said fees in the form of
securities, equity, or financing instruments issued by Contractor to LDWD on 
terms agreed by Contractor in writing.

4.4   Extraordinary Expenses. Extraordinary expenses (those not defined in 4.7)
of LDWD shall be submitted in writing to Contractor for approval prior to
expenditure and shall be paid by Contractor, within ten (10) business days of
receipt of LDWD request for payment.

4.5   Finder Fees.

      A.    In the event LDWD mutually agrees with Contractor to introduce
            Contractor or a Contractor affiliate to any third party funding
            source(s), underwriter(s), merger partner(s), or joint venture(s)
            who enters into a funding, underwriting, merger, joint venture or
            similar agreement with Contractor or Contractor's affiliate,
            Contractor hereby agrees to pay LDWD a minimum advisory fee of 5%
            of the gross proceeds derived from such funding, underwriting,
            merger, joint venture or similar agreement with Contractor or
            Contractor's client, unless generally accepted industry standards
            dictate otherwise, payable upon the commencement of such funding,
            underwriting, merger, joint venture or similar agreement with
            Contractor or Contractor's client. This provision shall survive this
            agreement, even though the term of this agreement may have expired,
            as pursuant to the section titled "Term of Agreement and
            Termination". Said advisory fee will be payable only upon closing or
            funding of said transaction or part thereof.

      B.    LDWD may, at its sole option, elect to receive all or a portion of 
            said advisory fee as payment in kind, i.e., prorated in the same 
            form and type of securities, equity, or financing instruments 
            issued to the funding source or underwriter by Contractor. In the 
            event the exercise of this option results in additional expense 
            over and above the expense of the funding and/or underwriting then 
            the additional expenses shall be borne by LDWD. In addition the 
            exercise of this option by LDWD shall not impede or otherwise have 
            a negative effect on the funding or underwriting.

4.6   Interest on Funds Due. Contractor shall pay interest on all payments in
      arrears due LDWD, at the rate of 10% per annum.

4.7   Expenses. All expenses including, but not limited to, all registration
      fees paid to the Securities and Exchange Commission, fees and expenses of
      accountants, fees and expenses of legal counsel, printing and engraving


Investment Banking Agreement -- Page 4 of 15 Pages -- Initialed ______  ______


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      expenses, postage and distribution fees, transfer agent fees, escrow fees,
      NASD registration or exchange listing fees, (but not including
      underwriting discounts and commissions relating to shares and warrants of
      any holder being offered thereby and fees and expenses of any special
      counsel of any selling shareholder) of any registration(s) made pursuant
      to paragraph (4.1) hereof shall be borne and paid by the Contractor. These
      expenses shall be approved in writing by contractors if they total an
      amount above $4,000. Underwriting discounts and commissions shall be borne
      pro rata by any selling shareholder in proportion to the number of shares
      being offered by such selling shareholder.

5.    INDEMNIFICATION. The Contractor agrees to indemnify and hold harmless
      LDWD, each of its officers, directors, employees and each person, if any,
      who controls LDWD against any and all liability, loss, and costs, expenses
      or damages, including but not limited to, any and all expenses whatsoever
      reasonably incurred in investigating, preparing or defending against any
      litigation, commenced or threatened, or any claim whatsoever or howsoever
      caused by reason of any injury (whether to body, property, personal or
      business character or reputation) sustained by any person or to any person
      or property by reason of any act, neglect, default or omission, or any
      untrue or alleged untrue statement of a material fact, or any
      misrepresentation of any material fact or any breach of any material
      warranty or covenant by the Contractor or any of its agents, employees, or
      other representatives arising out of, or in relation to, this Agreement.
      Nothing herein is intended to nor shall it relieve either party from
      liability for its own act, omission or negligence. All remedies provided
      by law or in equity shall be cumulative and not in the alternative.

      LDWD agrees to indemnify and hold harmless Contractor, each of its
      officers, directors, employees and each person, if any, who controls
      Contractor against any and all liability, loss, and costs, expenses or
      damages, including but not limited to, any and all expenses whatsoever
      reasonably incurred in investigating, preparing or defending against any
      litigation, commenced or threatened, or any claim whatsoever or howsoever
      caused by reason of any injury (whether to body, property, personal or
      business character or reputation) sustained by any person or to any person
      or property by reason of any act, neglect, default or omission, or any
      untrue or alleged untrue statement of a material fact, or any
      misrepresentation of any material fact or any breach of any material
      warranty or covenant by LDWD or any of its agents, employees or other
      representatives arising out of, or in relation to, this Agreement. Nothing
      herein is intended to nor shall it relieve either party from liability for
      its own act, omission or negligence. All remedies provided by law or in
      equity shall be cumulative and not in the alternative.

6.    CONTRACTOR REPRESENTATIONS. Contractor hereby represents, covenants and
      warrants to LDWD as follows:


Investment Banking Agreement -- Page 5 of 15 Pages -- Initialed ______ ______
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6.1  Authorization. Both Contractor and LDWD and its signatories herein have 
full power and authority to enter into this Agreement and to carry out the 
transactions contemplated hereby.

6.2  No Violation. Neither the execution and delivery of this Agreement nor the 
consummation of the transactions contemplated hereby will violate any provision 
of the charter or by-laws of Contractor, or violate any term of provision of 
any other Agreement or any statute or law.

6.3  Agreement in Full Force and Effect. All contracts, Agreements, plans, 
leases, policies and licenses referenced herein to which Contractor is a party 
are valid and in full force and effect.

6.4  Litigation. Except as set forth below, there is no action, suit, inquiry, 
proceeding or investigation by or before any court or governmental or other 
regulatory or administrative agency or commission pending or, to the best 
knowledge of Contractor threatened against or invoking Contractor, or which 
questions or challenges the validity of this Agreement and its subject matter; 
and Contractor does not know or have any reason to know of any valid basis for 
any such action, proceeding or investigation. See Quarterly report.

6.5  Consents. No consent of any person, other than the signatories hereto, is 
necessary to the consummation of the transactions contemplated hereby, 
including, without limitation, consents from parties to loans, contracts, lease 
or other Agreements and consents from governmental agencies, whether federal, 
state, or local.

6.6  LDWD Reliance. LDWD has and will rely upon the documents, instruments and 
written information furnished to LDWD by the Contractor's officers, or 
designated employees.

     A.   Contractor's Material Representations. All representations and
          statements provided about the Contractor are true and complete and
          accurate to the best of Contractor's knowledge. Contractor agrees to
          indemnify, hold harmless, and defend LDWD, its officers, directors,
          agents and employees, at Contractor's expense for any proceeding or
          suit which may raise out of any inaccuracy or incompleteness of any
          such material or written information supplied to LDWD.

     B.   Contractor's Client and Other Material. Contractor warrants that all
          representation and statements provided, other than about the
          Contractor, are, to the best of its knowledge, true and complete and
          accurate.


Investment Banking Agreement -- Page 6 of 15 Pages -- Initialed ______  ______


  
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     6.7  Services NOT EXPRESSED OR IMPLIED.

          A.   LDWD has not agreed with Contractor, in this Agreement or any 
               other Agreement, verbal or written, to be a market-maker (but 
               may be a placement agent by other "Selling Agreement" from time 
               to time) in Contractor's securities or in any specific 
               securities or securities in which Contractor or Contractor's 
               Client has an interest; and,

          B.   Any payments made herein to LDWD are not, and shall not be 
               construed as, compensation to LDWD for the purposes of making a 
               market, to cover LDWD out-of-pocket expenses for making a 
               market, or for the submission by LDWD of an application to make 
               a market in any securities; and,

          C.   No payments made herein to LDWD are for the purpose of affecting 
               the price of any security or influencing any market-making 
               functions, including but not limited to bid/ask quotations, 
               initiation and termination of quotations, retail securities 
               activities, or for the submission of any application to make a 
               market.

7.   CONFIDENTIALITY.

     7.1  LDWD and Contractor each agree to provide reasonable security 
     measures to keep information confidential where release may be detrimental 
     to their respective business interests. LDWD and Contractor shall each 
     require their employees, agents, affiliates, subcontractors, other 
     licensees, and others who will have access to the information through LDWD 
     and Contractor respectively, to first enter into appropriate 
     non-disclosure Agreements requiring the confidentiality contemplated by 
     this Agreement in perpetuity.

     7.2  LDWD will not, either during its engagement by the Contractor 
     pursuant to this agreement or at any time thereafter, disclose, use or 
     make known for its or another's benefit, any confidential information, 
     knowledge, or data of the Contractor or any of its affiliates in any way 
     acquired or used by LDWD during its engagement by the Contractor. 
     Confidential information, knowledge or data of the Contractor and its 
     affiliates shall not include any information which is or becomes generally 
     available to the public other than as a result of a disclosure by LDWD or 
     its representatives.

8.   MISCELLANEOUS PROVISIONS.

     8.1  Amendment and Modification. This Agreement may be amended, modified 
     and supplemented only by written Agreement of LDWD and Contractor.


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8.2  Waiver of Compliance. Any failure of LDWD, on the one hand, or Contractor, 
on the other hand, to comply with any obligation, agreement or condition herein 
may be expressly waived in writing, but such waiver or failure to insist upon 
strict compliance with such obligation, covenant, agreement or condition shall 
not operate as a waiver of, or estoppel with respect to, any subsequent or 
other failure.

8.3  Expenses; Transfer Taxes, Etc. Whether or not the transaction, if any, 
contemplated by this Agreement is consummated, LDWD agrees that all fees and 
expenses incurred by LDWD, in connection with this Agreement shall be borne by 
LDWD, and Contractor agrees that all fees and expenses incurred by Contractor 
in connection with this Agreement shall be borned by Contractor, including, 
without limitation, as to LDWD or Contractor, all fees of counsel and 
accountants.

8.4  Other Business Opportunities. Except as expressly provided in this 
Agreement, each party hereto shall have the right independently to engage in 
and receive full benefits from business activities. In case of business 
activities which would be competitive with the other party, notice shall be 
given prior to this Agreement or, if such activities are proposed, within 15 
days prior to engagement therein. The doctrines of "corporate opportunity" or 
"business opportunity" shall not be applied to any other activity, venture, or 
operation of either party.

8.5  Compliance with Regulatory Agencies. Each party agrees that all actions, 
direct or indirect, taken by it and its respective agents, employees and 
affiliates in connection with this Agreement and any financing or underwriting 
hereunder shall conform to all applicable Federal and state securities laws.

8.6  Notices. Any notices to be given hereunder by any party to the other may be
effected by personal delivery in writing or by mail, registered or certified,
postage prepaid, with return receipt requested. Mailed notices shall be
addressed to the "Contact Person" at the addresses appearing in the introductory
paragraph of this Agreement, but any party may change his address by written
notice in accordance with this subsection. Notices delivered personally shall be
deemed communicated as of actual receipt; mailed notices shall be deemed
communicated as of five (5) days after mailing.

8.7  Assignment. This Agreement and all of the provisions hereof shall be 
binding upon and inure to the benefit of the parties hereto and their 
respective successors and permitted assigns, but neither this Agreement nor any 
right, interests or obligations hereunder shall be assigned by any of the 
parties hereto without the prior written consent of the other parties, except 
by operation of law.

8.8  Delegation. Neither party shall delegate the performance of its duties 
under this Agreement without the prior written consent of the other party.




Investment Banking Agreement   - Page 8 of 15 Pages -   Initialed
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     8.9  Publicity. Neither LDWD nor Contractor shall make or issue, or cause 
     to be made or issued, any announcement or written statement concerning 
     this Agreement or the transaction contemplated hereby for dissemination to 
     the general public without the prior consent of the other party. This 
     provision shall not apply, however, to any announcement or written 
     statement required to be made by law or the regulations of any federal or 
     state governmental agency, except that the parties shall agree concerning 
     the timing and consent of such announcement before such announcement is 
     made.

     8.10 Governing Law. This Agreement and the legal relations among the 
     parties hereto shall be governed by and construed in accordance with the 
     laws of the State of Texas, without regard to its conflict of law 
     doctrine. Contractor and LDWD agree that if action is instituted to 
     enforce or interpret any provision of this Agreement the jurisdiction and 
     venue shall be in Dallas County, Texas.

     8.11 Counterparts. This Agreement may be executed simultaneously in two or 
     more counterparts, each of which shall be deemed an original, but all of 
     which together shall constitute one and the same instrument.

     8.12 Headings. The heading of the Sections of this Agreement are inserted 
     for convenience only and shall not constitute a part hereto or affect in 
     any way the meaning or interpretation of this Agreement.

     8.13 Entire Agreement. This Agreement, including any Exhibits hereto, and 
     the other documents and certificates delivered pursuant to the terms 
     hereto, set forth the entire Agreement and understanding of the parties 
     hereto in respect of the subject matter contained herein, and superseded 
     all prior Agreements, promise, covenants, arrangements, communications, 
     representations or warranties, whether oral or written, by any officer, 
     employee or representative of any party hereto.

     8.14 Third Parties. Except as specifically set forth or referred to 
     herein, nothing herein expressed or implied is intended or shall be 
     construed to confer upon or give to any person or corporation other than 
     the parties hereto and their successors or assigns, any rights or remedies 
     under or by reason of this Agreement.

     8.15 Attorneys' Fees and Costs. If any action is necessary to enforce and 
     collect upon the terms of this Agreement, the prevailing party shall be 
     entitled to reasonable attorneys' fees and costs, in addition to any other 
     relief to which that party may be entitled. This provision shall be 
     construed as applicable to the entire Agreement.

     8.16 Survivability. If any part of this Agreement is found, or deemed by a 
     court of competent jurisdiction to be invalid or unenforceable, that part 
     shall be severable from the remainder of this Agreement.


     Investment Banking Agreement - Page 9 of 15 Pages - Initialed 
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<PAGE>   10
     8.17 Further Assurances. Each of the parties agrees that it shall from  
     time to time take such actions and execute such additional instruments as 
     may be reasonably necessary or convenient to implement and carry out the 
     intent and purpose of this Agreement.

     8.18 Right to Data After Termination. After termination of this Agreement 
     each party shall be entitled to copies of all information acquired 
     hereunder as of the date of termination and not previously furnished to it.

     8.19 Relationship of the Parties. Nothing contained in this Agreement 
     shall be deemed to cause either party to become the partner of the other, 
     the agent or legal representative of the other, nor create any fiduciary 
     relationship between them, except as otherwise expressly provided herein. 
     It is not the intention of the parties to create nor shall this Agreement 
     be construed to create any commercial relationship or other partnership. 
     Neither party shall have any authority to act for or to assume any 
     obligation or responsibility on behalf of the other party, except as 
     otherwise expressly provided herein. The rights, duties, obligations and 
     liabilities of the parties shall be several not Joint nor collective. Each 
     party shall be responsible only for its obligations as herein set out and 
     shall be liable only for its share of the costs and expenses as provided 
     herein.

     8.20 No Authority to Obligate the Contractor. Without the consent of the 
     Board of Directors of the Contractor, LDWD shall have no authority to 
     take, nor shall it take, any action committing or obligating the 
     Contractor in any manner, and it shall not represent itself to others as 
     having such authority.

9.   ARBITRATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE 
     UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREE THAT:

     A.   ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

     B.   THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT, 
          INCLUDING THEIR RIGHT TO JURY TRIAL;

     C.   PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT 
          FROM COURT PROCEEDING;

     D.   THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR 
          LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK 
          MODIFICATION OF RULING BY THE ARBITRATORS IS STRICTLY LIMITED;

     E.   THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF 
          ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES


     Investment Banking Agreement - Page 10 of 15 Pages - Initialed 
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<PAGE>   11
     INDUSTRY; AND

F.   THIS ARBITRATION AGREEMENT IS SPECIFICALLY INTENDED TO INCLUDE ANY AND ALL
     STATUTORY CLAIMS WHICH MIGHT BE ASSERTED BY ANY PARTY.

G.   ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN THE CONTRACTOR, LLOYD
     WADE OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES, ATTORNEYS,
     ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER PERSON OR
     ENTITY, ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF THIS
     AGREEMENT, SHALL BE RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH
     LITIGATION.

H.   THE UNDERSIGNED CONTRACTOR HEREBY AGREES TO SUBMIT THE DISPUTE FOR
     RESOLUTION TO EITHER THE AMERICAN ARBITRATION ASSOCIATION, IN DALLAS,
     TEXAS, OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., IN DALLAS,
     TEXAS, WHICHEVER ASSOCIATION MAY ASSERT JURISDICTION OVER THE DISPUTE,
     WITHIN FIVE (5) DAYS AFTER RECEIVING A WRITTEN REQUEST TO DO SO FROM ANY OF
     THE AFORESAID PARTIES.

I.   IF ANY PARTY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON REQUEST, THEN
     THE REQUESTING PARTY MAY ITSELF COMMENCE AN ARBITRATION PROCEEDING, BUT IS
     UNDER NO OBLIGATION TO DO SO.

J.   ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE PLACE IN
     DALLAS, DALLAS COUNTY, TEXAS AND THE FEDERAL ARBITRATION ACT SHALL GOVERN
     THE PROCEEDING AND ALL ISSUES RAISED BY THIS AGREEMENT TO ARBITRATE.

K.   IF ANY PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO RESIST
     ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR SHALL
     UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION FORUM LOCATED IN
     DALLAS, DALLAS COUNTY, TEXAS, OVER ANY MATTER WHICH IS THE SUBJECT OF THIS
     AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE
     LOSING PARTY ITS LEGAL FEES AND ANY OUT-OF-POCKET EXPENSES INCURRED IN
     CONNECTION WITH THE DEFENSE OF SUCH LEGAL PROCEEDING OR ITS EFFORTS TO
     ENFORCE ITS RIGHTS TO ARBITRATION AS PROVIDED FOR HEREIN.

L.   EACH PARTY WILL SIGN ANY REQUIRED NASD UNIFORM SUBMISSION AGREEMENT OR THE
     APPLICABLE PAPERWORK FOR THE AMERICAN ARBITRATION ASSOCIATION, AT THE TIME
     ANY DISPUTE IS SUBMITTED FOR ARBITRATION WHICHEVER ONE IS APPLICABLE.

M.   THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING



Investment Banking Agreement - Page 11 of 15 Pages - Initialed 
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<PAGE>   12

          FINAL AND CONCLUSIVE AND AGREE TO ABIDE THEREBY.

     N.   ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGEMENT AND 
          EXECUTION FOR COLLECTION.

10.  TERM OF AGREEMENT AND TERMINATION. This Agreement shall be effective upon 
     execution, shall continue for one year unless terminated sooner by LDWD or 
     contractor, upon giving to the other party 15 days written notice, after 
     which time this Agreement is terminated. However, this agreement cannot be 
     terminated by either party for 90 days. LDWD shall be entitled to the 
     finders fees described in this Agreement for funding or underwriting 
     commitments entered into by Contractor's client within one year after the 
     termination of this Agreement if said funding or underwriting was the 
     result of LDWD efforts prior to the termination of this Agreement.


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed as of the day and year first above written.

CONTRACTOR: Wanderlust Interactive, Inc.

By: /s/ JAY SMITH
   ------------------------------
   Mr. Jay Smith, III, CEO, CFO

LDWD: LLOYD WADE SECURITIES, INC.

By: /s/ DAVID RUTKOSKE
   ------------------------------
     David Rutkoske, President



Investment Banking Agreement -- Page 12 of 15 Pages -- Initialed 
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<PAGE>   13


                                    ADDENDUM
                    ADDENDUM TO INVESTMENT BANKING AGREEMENT


1.   LOCKUP AND RESTRICTED SHARES. Contractors shall notify LDWD of all lockups
     and restrictions on stocks, their ownership and their terms. LDWD shall
     receive written notice of any changes hereto three business days before the
     changes occur.

2.   SALARY FREEZE. Contractor shall communicate to LDWD the salary and
     compensation levels of all officers and directors and shall notify LDWD of
     any changes prior to their occurrence.

3.   DTC REPORTS. The Contractor shall provide DTC reports weekly to LDWD, when
     available.

4.   BROKERAGE SERVICES. Contractor, its officers, directors, and other
     "insiders" shall each have an opportunity to open an account at LDWD and
     have all of their shares of any public company deposited into such account,
     so that LDWD may become these individuals primary broker as per paragraph 1
     above.

5.   CONSULTING RETAINER FEE. There shall be paid a 50,000 (Fifty Thousand)
     shares retainer for twelve months, service payable with the signing of this
     agreement. These shares shall be fully vested and carry the same
     registration rights as the other shares.

6.   SHARES. The stock shares granted to LDWD from Contractor, Pursuant to
     paragraph 4.1 of the agreement are: (as of the date of this agreement)
     amount of 100,000 (One Hundred Thousand) Shares of the Contractor's common
     stock (hereinafter the "Shares"). LDWD's ownership interest in the shares
     shall vest immediately and shall be paid immediately upon execution of this
     Agreement.

7.   WARRANTS. The warrants granted to LDWD from Contractor are:

     50,000 (Fifty Thousand) Warrants on the Common Stock shares of the
     Contractor, which shall vest immediately upon the execution of this
     agreement. Each warrant shall entitle LDWD to purchase one common share at
     a price of $1-1/4 per share, exercisable at anytime beginning on the date
     of mutual execution of this Agreement. The warrant agreement shall include
     mutually agreeable and commercially acceptable terms and conditions with
     respect to the mechanics of exercise and adjustments resulting from changes
     in the contractor's capital structure after the date of this Agreement.

     The Warrants shall be subject to the following terms:

     A.   EXERCISE PRICE. The exercise price shall be fixed at $1-1/4. Each 
          warrant shall be convertible upon exercise into one share of common 
          stock.

     B.   TERM. The term shall be for a period of 3 years from the effective 
          date of this agreement.

8.   PROVISIONS GOVERNING THE SHARES. The following provisions are applicable 
     to the Shares issued to LDWD pursuant to this agreement:

     A.   All shares and warrants shall be Rule 144 shares (subject to demand
          registration rights within 180 days) and subject to piggyback
          registration rights as selling shareholders with any public offering.
          LDWD shall register all, a portion, or none of its shares along with
          Contractor's shareholders. All costs of registration shall be borne by
          Contractor.



Investment Banking Agreement  -  Page 13 of 15 Pages - Initialed  _____  _____
<PAGE>   14
     B.   Any of the shares and warrants may be sold anytime and Contractor
          agrees to deliver to LDWD such registered shares that are not
          restricted, as defined or interpreted under Rule 144 of the
          Securities Exchange Act of 1933, and are freely tradable.

     C.   Contractor shall provide at the time of exercise of this Agreement,
          paperwork for LDWD to have (as Attached "Exhibits I, II and III").

            I. "Stock Certificates" of ownership of all shares with duly noted
               non-registration exemption statement, issued in various names.

           II. "Registration Rights Agreement" to the above mentioned stock, and

          III. "[Form of] Warrant Agreement" containing grant of warrants.

 9.  DATE OF PAYMENTS. The business advisory retainer fee and any other fees
     resulting from this relationship shall be due immediately beginning with
     the month of execution of this agreement. The consulting retainer fee shall
     be due in advance on the first of each month and shall be considered in
     arrears if not paid by the 10th of the month.

10.  FINANCING FEE FORMULA. LDWD agrees to provide Contractor with a forum for
     future financing with LDWD or other firms under the following formula of
     fees to be paid to LDWD which will be delineated under a separate
     "Placement Agent Selling Agreement":

     A.   3% non-accountable expense allowance (with expenses enumerated).

     B.   2% dealer reallowance (to be shared with other members of the
          "Selling Group").

     C.   10% sales concession or commission (to be paid as brokers' gross
          commission).

     D.   Other fees and terms will be negotiated according to a written "term
          sheet".

Notwithstanding anything in the Addendum or the Agreement to the contrary the 
compensation referenced in this paragraph shall not be paid in addition to the 
fees described in Paragraph 4.5 of this agreement, and it is expressly agreed 
that any fees payable pursuant to said Paragraph 4.5 shall be offset against 
any investment banking fees otherwise payable pursuant to this paragraph (and 
vice versa), but will not apply to placement agent fees. LDWD shall not be paid 
placement agent fees that may become due to other Broker Dealer for sales of 
Securities.

11.  TERMINATION. This agreement may be terminated by either party for any 
reason by giving a 15 days notice, send by certified mail. Neither party may 
terminate the agreement during the first 90 days of this agreement. All fees up 
to the date of termination will be valid and payable to LDWD by Contractor. In 
addition, if the agreement is terminated, LDWD shall return the common stock 
paid as compensation for its services in proportion to the length of time left 
of the 12 months term of this agreement. Notice of termination, by either 
party, shall include confirmation of the amount of stock, if any, due to be 
returned to Contractor. Once Contractor has send written notice of Contractor's 
agreement with LDWD on the appropriate number of shares that LDWD is entitled 
to and that Contractor will deliver, the shares shall be delivered within 15 
days. Upon notice of termination, both LDWD and Contractor shall promptly 
confirm receipt of notice in writing. Any dispute over the amount of stocks to 
be returned must be settled within 15 days of notice of termination. The amount 
of stock, if any, shall be calculated based on a 365 day calendar year. LDWD 
agrees to allow Contractor to cancel the appropriate number of shares after 
Contractor has received written confirmation of the amount of shares from LDWD. 
LDWD also agrees to submit the appropriate certificates to the transfer agent 
upon reception and no later than 15 days from the date of receipt of proper 
notice of termination.


Investment Banking Agreement  -  Page 14 of 15 Pages - Initialed  _____  _____
<PAGE>   15


                                   EXHIBIT A

                     DUTIES OF LLOYD WADE SECURITIES, INC.



NO ADDITIONAL DUTIES OR FEES HAVE BEEN AGREED TO UNLESS THIS PAGE IS AMENDED AND
SIGNED BY BOTH PARTIES.







      Investment Banking Agreement - Page 15 of 15 Pages - Initialed _____ _____

<PAGE>   16


                                    ADDENDUM

        This Addendum entered into this 29th day of June 1998, by and between 
Adrenalin Interactive, Inc. (formerly Wunderlust Interactive, Inc.) ("Company") 
and Lloyd Wade Securities, Inc. ("LDWD").

        Whereas, the Company and LDWD entered into an Investment Banking 
Agreement on January 14, 1998 ("Agreement").

        Whereas, the Agreement provided that LDWD shall receive as compensation 
for services, 150,000 shares of the Company's common stock, and 50,000 common 
share warrants, and

        Whereas, LDWD have rendered and will continue to render services in 
excess of what was contemplated thereby entitling LDWD to additional fees.

        NOW, THEREFORE, in consideration of the premises as set forth in this 
Addendum and the Agreement the parties hereby agree as follows:

                1.    Pursuant to Section 4.2 of the Agreement the parties 
                      agree that LDWD shall be paid additional fees in the 
                      form of One Hundred Thousand (100,000) shares of the 
                      Company's common stock.

                2.    The shares shall become payable immediately upon this 
                      Addendum and shall be subject to the same turns and 
                      conditions of the Agreement and "Addendum" with respect 
                      to any shares issued thereto.

If the Company:         Jay Smith
                        Adrenalin Interactive, Inc.
                        5301 Beethoven Street
                        Los Angeles, CA 90066-7047

If the LDWD:            David L. Rutkoske, President
                        Lloyd Wade Securities, Inc.
                        5005 LBJ Freeway, Suite 630
                        Dallas, TX 75244

        Either party may change its address for notice by giving notice to the 
other party as set forth above.

        IN WITNESS WHEREOF, the parties have caused this Agreement to be 
executed by their respective duly authorized officer, effective the day and 
year first above written.



ADRENALIN INTERACTIVE, INC.                         LLOYD WADE SECURITIES, INC.


By:  /s/ JAY SMITH                                  By: /s/ DAVID RUTKOSKE
   ------------------------                            -----------------------