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                              STOCK SWAP AGREEMENT


        THIS STOCK SWAP AGREEMENT (the "Agreement") is made as of the 20th day
of January, 2000 by and between QUINTEL COMMUNICATIONS, INC., a Delaware
corporation, having an address at One Blue Hill Plaza, Pearl River, New York
10952 ("Quintel") and ITARGET.COM, INC., a California corporation, having an
address at 3655 Nobel Drive, Suite 470, San Diego, California 92122 ("Itarget").

                              W I T N E S S E T H :

        WHEREAS, the parties hereto have agreed to exchange and transfer the
securities referred to in this Agreement.

        NOW, THEREFORE, in consideration of the mutual promises of the parties
hereto, it is agreed as follows:

1.      Definitions

        1.1     "Act" shall mean the Securities Act of 1933, as amended.

        1.2     "Aggregate Sales Proceeds" shall mean the sum of (i) the gross
                proceeds received in the aggregate by Itarget upon its sale of
                any Quintel Shares during the period between the Effective Date
                and the Final Measuring Date, plus (ii) the product of (A) the
                maximum number of Quintel Shares which Itarget could have sold
                pursuant to the provisions of Section 6 hereof at a sales price
                equal to or greater than 125% of the Closing Date Price (as
                reported for Qualified Trades by the Nasdaq National Market or
                the market upon which the Quintel Common Stock is then traded),
                but did not sell, during the period between the Effective Date
                and the Final Measuring Date (solely for purposes of this
                Section 1.2, the "Section 1.2 Protected Shares"), multiplied by
                (B) a fraction, the numerator of which shall be the sum of the
                following products:

                (x) the number of Section 1.2 Protected Shares Itarget could
                have sold on a trading day during the period between the
                Effective Date and the Final Measurement Date, multiplied by (y)
                the high sales price of the Quintel Common Stock on such trading
                day (as reported for Qualified Trades by the Nasdaq National
                Market or the market upon which the Quintel Common Stock is then
                traded),

and the denominator of which shall be the total number of Section 1.2 Protected
Shares; provided, however, that the total number of Section 1.2 Protected Shares
shall not exceed the difference between (xx) the total number of Quintel Shares
less (yy) the number of Quintel


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Shares actually sold by Itarget during the period between the Effective Date and
the Final Measuring Date; and, provided further, however, that for purposes of
the calculation in subpart (ii)(B) of this Section 1.2, for each particular
Section 1.2 Protected Share, the high sales price of the Quintel Common Stock to
be used for each such Section 1.2 Protected Share shall be the high sales price
on the first trading day such Section 1.2 Protected Share could have been sold,
but was not.

        1.3     "Change of Control" shall mean any consolidation or merger of
                Itarget with or into any other corporation or entity or person,
                or any other corporate reorganization, in which the stockholders
                of Itarget immediately prior to such consolidation, merger or
                reorganization, own securities constituting less than 50% of
                Itarget's voting power immediately after such consolidation,
                merger or reorganization, or any transaction or series of
                related transactions to which Itarget is a party in which
                securities constituting in excess of 50% of Itarget's voting
                power is transferred, or any transaction in which Itarget is not
                the surviving entity.

        1.4     "Closing Date" shall mean January 20, 2000.

        1.5     "Closing Date Price" shall mean the quotient of (a) the sum of
                the following products calculated for each of the twenty (20)
                trading days prior to the Closing Date:

                (i) the total number of shares of Quintel Common Stock traded on
                a trading day, multiplied by (ii) the closing sales price of the
                Quintel Common Stock for such trading day, all as reported by
                the Nasdaq National Market or the market upon which the Quintel
                Common Stock is then traded,

divided by (b) the total number of shares of Quintel Common Stock traded during
the twenty (20) trading days prior to the Closing Date, as reported by the
Nasdaq National Market or the market upon which the Quintel Common Stock is then
traded.

        1.6     "Commission" shall mean the Securities and Exchange Commission.

        1.7     "Disinterested Directors" shall mean all of the members of the
                Board of Directors of Quintel and Itarget excluding Andrew
                Stollman and Jonathan Wiesz.

        1.8     "Effective Date" shall mean the date the Registration Statement
                has been declared effective by the Commission.

        1.9     "Escrow Agent" shall mean the law firm of Feder, Kaszovitz,
                Isaacson, Weber, Skala & Bass LLP.


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        1.10    "Exchange Act" shall mean the Securities Exchange Act of 1934,
                as amended.

        1.11    "Final Measuring Date" shall mean the first business day
                following the date that is sixty (60) calendar days after the
                Effective Date.

        1.12    "Holders" shall mean the holders of the Quintel Shares
                subsequent to the Closing Date, provided such holders are either
                Itarget or its permitted assigns or any successor to Itarget
                resulting from a Change of Control.

        1.13    "Itarget Common Stock" shall mean the common stock, $.01 par
                value per share, of Itarget.

        1.14    "Itarget Preferred Shares" shall mean shares of Itarget's Series
                B Preferred Stock, par value $.01 per share, such Series B
                Preferred Stock having the same rights and preferences as the
                form of Series B Preferred Stock annexed hereto as Schedule
                1.14.

        1.15    "Protected Quintel Shares" shall mean the maximum number of
                Quintel Shares which Itarget could have sold pursuant to the
                provisions of Section 6 hereof on any Protected Quintel Share
                Trading Day, but did not sell during the period between the
                Effective Date and the Final Measuring Date; provided, however,
                the total number of Protected Quintel Shares shall not exceed
                the difference between (i) the total number of Quintel Shares
                issued to Itarget on the Closing Date, less (ii) the number of
                Quintel Shares actually sold by Itarget during the period
                between the Effective Date and the Final Measuring Date.

        1.16    "Protected Quintel Share Trading Day" shall mean any day upon
                which the Quintel Common Stock trades during the period between
                the Effective Date and the Final Measuring Date for which a
                sales price for the Quintel Common Stock is equal to or greater
                than 75% of the Closing Date Price (as reported for Qualified
                Trades by the Nasdaq National Market or the market upon which
                the Quintel Common Stock is then traded).

        1.17    "Qualified Trades" shall mean trades of an aggregate of at least
                500 shares of Quintel Common Stock on a trading day during
                regular trading hours (as reported by the Nasdaq National Market
                or the market upon which the Quintel Common Stock is then
                traded).

        1.18    "Quintel Common Stock" shall mean the common stock, $.001 par
                value per share, of Quintel.

        1.19    "Quintel Shares" shall mean that number of shares of the Quintel
                Common


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                Stock equal to the quotient of (i) 1,999,980 divided by (ii) the
                Closing Date Price.

        1.20    "Registration Statement" shall mean the registration statement
                filed with the Commission by Quintel that includes the Quintel
                Shares.

        1.21    "Remaining Eligible Protected Quintel Shares" shall mean the
                difference of (i) the total number of Quintel Shares issued to
                Itarget on the Closing Date but not yet sold by Itarget, less
                (ii) the sum of all Protected Quintel Shares which Itarget could
                have sold on all prior Protected Quintel Share Trading Dates,
                but did not sell.

        1.22    "Sold Quintel Shares' Gross Proceeds" shall mean the sum of all
                of the following products:

                (i) the number of Quintel Shares sold by Itarget on any trading
                day during the period between the Effective Date and the Final
                Measuring Date, multiplied by (ii) the greater of (x) the sales
                price reported for such sale (as reported by the Nasdaq National
                Market or the market upon which the Quintel Common Stock is then
                traded) or (y) 75% of the Closing Date Price.

2.      Purchase and Delivery of Shares. Upon the Closing Date:

        2.1     Quintel shall deliver to Itarget, a stock certificate
                representing the ownership interest of the Quintel Shares
                registered in the name of Itarget.

        2.2     Itarget shall deliver to (i) Quintel, a certificate representing
                the ownership interest of 42,372 Itarget Preferred Shares, and
                (ii) the Escrow Agent, a certificate representing the ownership
                interest of 10,593 Itarget Preferred Shares, both of such
                certificates registered in the name of Quintel;

3.      Adjustment to Consideration

        3.1     Quintel shall pay to Itarget the difference (to the extent such
                difference is greater than zero) between $1,499,985.00 less (x)
                the sum of (i) the Sold Quintel Shares' Gross Proceeds, plus
                (ii) the sum of the following products calculated for each
                Protected Quintel Share Trading Day:

                (A) the lesser of (xx) the number of the Remaining Eligible
                Protected Quintel Shares that are Protected Quintel Shares or
                (yy) the number of the Protected Quintel Shares for a Protected
                Quintel Share Trading Day, multiplied by (B) the high sales
                price of the Quintel Common Stock on such Protected Quintel
                Share Trading Day (as reported for Qualified Trades by the
                Nasdaq National Market


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                or the market upon which the Quintel Common Stock is then
                traded).

Upon Quintel's delivery of such payment, Itarget shall return to Quintel within
five (5) business days any of its Quintel Shares that were not sold and were not
Protected Quintel Shares. Such payment shall be paid by Quintel to Itarget by
wire transfer no later than five (5) business days after the Final Measuring
Date in accordance with the wiring instructions annexed hereto as Schedule 3.1.

        3.2     a.      In the event the Aggregate Sales Proceeds exceed
                $2,499,975.00, the Escrow Agent shall deliver to Quintel, from
                those securities deposited therewith by Itarget pursuant to
                Section 2.2(ii) hereof, certificates representing the ownership
                interest of that number of Itarget Preferred Shares equal to the
                quotient of:

        (x) the difference of (i) the lesser of the Aggregate Sales Proceeds or
        $2,999,970.00, less (ii) $2,499,975.00, divided by (y) $47.20. Any
        remaining shares (or, in the event Quintel is not entitled to any
        distributions from the Escrow Agent pursuant to the provisions of this
        Section 3.2(a), all of such shares) held by the Escrow Agent shall be
        returned by the Escrow Agent to Itarget.

                (b)     Upon the Aggregate Sales Proceeds equaling
$2,999,970.00, Itarget shall cease selling any Quintel Shares and shall deliver
to Quintel, within two business days after the Aggregate Sales Proceeds equal
$2,999,970.00, a stock certificate evidencing the ownership interest of that
number of shares of Quintel Common Stock equal to the difference of (i) the
total number of Quintel Shares issued to Itarget on the Closing Date, less (ii)
the sum of (x) the total number of Quintel Shares sold by Itarget during the
period between the Effective Date and the Final Measuring Date, plus (y) the
maximum number of Quintel Shares which Itarget could have sold pursuant to the
provisions of Section 6 hereof at a sales price equal to or greater than 125% of
the Closing Date Price (as reported for Qualified Trades by the Nasdaq National
Market or the market upon which the Quintel Common Stock is then traded), but
did not sell, during the period between the Effective Date and the Final
Measuring Date.

                (c)     Notwithstanding the provisions of Section 3.2(b) hereof,
in the event the Aggregate Sales Proceeds exceed $2,999,970.00, Itarget shall be
required to pay to Quintel an amount equal to the difference of (i) the
Aggregate Sales Proceeds less (ii) the sum of (x) $2,999,970.00 plus (y) the
product of (A) the total number of shares of Quintel Common Stock delivered to
Quintel pursuant to the provisions of Section 3.2(b), multiplied by (B) the
closing price of the Quintel Common Stock on the date the Aggregate Sales
Proceeds first exceed $2,999,970.00 (as reported by the Nasdaq National Market
or the market upon which the Quintel Common Stock is then traded).

In the event any fractional amounts of Itarget Preferred Shares result from the
calculations


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stated in Section 3.2(a), Itarget shall pay to Quintel the proportionate dollar
value thereof in lieu of issuing a fractional amount of such security. Such
payment and any other payments required to be paid pursuant to this Section 3.2
shall be paid by Itarget to Quintel by wire transfer no later than five (5)
business days after the Final Measuring Date in accordance with the wiring
instructions annexed hereto as Schedule 3.2.

        3.3     If at any time after the Closing Date and prior to Final
                Measuring Date there is a Change of Control and, subsequent to
                such Change of Control, Itarget is required by Section 3.2 above
                to deliver to Quintel (via the Escrow Agent) additional Itarget
                Preferred Shares, provision shall be made so that Quintel shall
                receive, and Quintel shall accept, the number of shares of stock
                or other securities or property to which a holder of the same
                number of Itarget Preferred Shares deliverable pursuant to
                Section 3.2 would have been entitled in such transaction
                constituting the Change of Control. The parties agree to execute
                and deliver such certificates or other documents as are
                reasonably necessary to carry out the purposes of this Section
                3.3. and to deliver promptly to the Escrow Agent such joint
                instructions, certificates or documents as are reasonably
                necessary for the Escrow Agent to carry out the purposes of this
                Section 3.3.

        3.4     In order to effectuate the provisions of this Section 3, upon
                the sale of any Quintel Shares during the period between the
                Effective Date and the Final Measuring Date, Itarget shall
                notify Quintel and the Escrow Agent within two (2) business days
                after such sale of the number of Quintel Shares sold and the
                sales price thereof.

4.      Itarget Registration Rights.

        4.1     Registration Requirements. Quintel shall use its best efforts to
                effect the registration of the Quintel Shares as would permit or
                facilitate the public sale or distribution of all the Quintel
                Shares by the Holders. Such best efforts by Quintel shall
                include the following:

                a.      The filing by Quintel no later than 52 days after the
                        Closing Date of the Registration Statement with the
                        Commission pursuant to Rule 415 under the Act on Form
                        S-3 (or successor form) or such other appropriate
                        registration form if Quintel is ineligible to use Form
                        S-3.

                b.      Thereafter, using its best efforts to cause such
                        Registration Statement to be declared effective by the
                        Commission within 187 days following the Closing Date.

                c.      Thereafter, abstaining from taking any affirmative
                        action for a period of three months after the Effective
                        Date that would cause the Commission


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                        to declare such Registration Statement to be no longer
                        effective, unless required to do so by any statute, rule
                        or regulation of the Act, the Exchange Act or any state
                        securities law, or any other federal or state statute,
                        rule or regulation.

                d.      In the event the Registration Statement becomes
                        ineffective within the three month period after the
                        Effective Date, to use its best efforts to cause such
                        Registration Statement to again be declared effective by
                        the Commission and maintained effective for a cumulative
                        period of three months after the Effective Date.

                e.      Prepare and file with the Commission such amendments and
                        supplements to the Registration Statement and the
                        prospectus used in connection with such Registration
                        Statement as may be necessary to comply with the
                        provisions of the Act with respect to the disposition of
                        all securities covered by such Registration Statement.

                f.      Furnish to the Holders such numbers of copies of a
                        prospectus, including a preliminary prospectus, in
                        conformity with the requirements of the Act, and such
                        other documents as they may reasonably request in order
                        to facilitate the disposition of the Quintel Shares
                        owned by them.

                g.      Use its best efforts to register and qualify the
                        securities covered by such Registration Statement under
                        such other securities or Blue Sky laws of such
                        jurisdictions as shall be reasonably requested by the
                        Holders; provided that Quintel shall not be required in
                        connection therewith or as a condition thereto to
                        qualify to do business in any such states or
                        jurisdictions.

                h.      Notify each Holder of the happening of any event as a
                        result of which the prospectus included in the
                        Registration Statement, as then in effect, includes an
                        untrue statement of a material fact or omits to state a
                        material fact required to be stated therein or necessary
                        to make the statements therein not misleading in the
                        light of the circumstances then existing.

                i.      Cause all Quintel Shares registered pursuant to such
                        Registration Statement to be listed on each securities
                        exchange on which similar securities issued by Quintel
                        are then listed not later than the Effective Date.

                j.      Provide a transfer agent and registrar for all Quintel
                        Shares registered pursuant to such Registration
                        Statement and a CUSIP number for all such Quintel
                        Shares, in each case not later than the Effective Date.


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        4.2     Failure to Timely File or Register. If for any reason other than
                the fault of any of the Holders or force majeure, either (i) the
                filing date of the Registration Statement has not occurred by
                the end of the 52-day period following the Closing Date or (ii)
                the Effective Date has not occurred by the end of the 187-day
                period following the Closing Date, the Holders shall have the
                one-time right, exercisable only within five (5) business days
                following the end of either such period, to rescind the
                transactions contemplated by this Agreement. Such rescission
                shall only be effectuated upon (i) the notification to Quintel
                and the Escrow Agent that all of the Holders wish to rescind the
                transactions contemplated by this Agreement and (ii) the
                delivery of the certificates representing the Quintel Shares to
                the Escrow Agent. If such notice is not timely given or such
                certificates are not timely delivered, this Agreement shall
                continue in full force and effect. If such notice is timely
                given and such certificates are timely delivered, unless Quintel
                gives notice to all the Holders and the Escrow Agent within the
                next succeeding five (5) business days that Quintel elects, at
                its sole option, to pay the aggregate sum of $1,999,980 (the
                "Total Cash Payment") to Itarget (or the Holders pro rata to
                their ownership interests in the Quintel Shares) and Quintel
                pays the Total Cash Payment by wire transfer pursuant to the
                wiring instructions annexed hereto as Schedule 3.1 to Itarget
                (or pursuant to other wiring instructions delivered by the
                Holders subsequent to the Closing Date) within such five (5)
                business days, the transactions contemplated by this Agreement
                will be rescinded; the issuance of the Itarget Preferred Shares
                and the Quintel Shares will be deemed cancelled; the
                certificates representing the Itarget Preferred Shares shall be
                immediately returned by Quintel to Itarget; the certificates
                representing the Quintel Shares issued to Itarget shall be
                immediately returned by the Escrow Agent to Quintel; and the
                certificates deposited with the Escrow Agent pursuant to the
                provisions of Section 2.2(ii) shall be immediately returned by
                the Escrow Agent to Itarget. If Quintel gives the requisite
                notice to all the Holders and the Escrow Agent that it elects to
                pay the Total Cash Payment and pays the Total Cash Payment
                (receipt by the Escrow Agent of written confirmation from the
                transmitting bank that the Total Cash Payment was delivered
                pursuant to the wiring instructions annexed hereto as Schedule
                3.1 being sufficient verification by the Escrow Agent that the
                Total Cash Payment was paid), the issuance of the Quintel Shares
                shall be deemed cancelled, the certificates representing the
                Quintel Shares shall be returned by the Escrow Agent to Quintel
                and the certificates deposited with the Escrow Agent pursuant to
                the provisions of Section 2.2(ii) hereof shall be returned by
                the Escrow Agent to Itarget.

        4.3     Furnish Information. It shall be a condition precedent to the
                obligations of Quintel to take any action pursuant to this
                Section 4 with respect to the Quintel Shares of any selling
                Holder that such Holder shall furnish to Quintel such


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                information regarding itself, the Quintel Shares held by it, and
                the intended method of disposition of such securities as shall
                be reasonably required to effect the registration of such
                Holder's Quintel Shares.

        4.4     Expenses of Registration. Quintel shall bear and pay all
                expenses incurred in connection with any registration, filing or
                qualification of the Quintel Shares pursuant to this Section 4
                for each Holder, including, without limitation, all
                registration, filing and qualification fees, printers' and
                accounting fees relating or apportionable thereto and the
                reasonable fees and disbursements of one counsel for the
                Holders, but excluding underwriting discounts and commissions,
                if any, relating to the disposition of such Quintel Shares.

        4.5     Indemnification. In the event that any Quintel Shares are
                included in a Registration Statement:

                a.      To the extent permitted by law, Quintel will indemnify
                        and hold harmless each Holder, any underwriter (as
                        defined in the Act) for such Holder and each officer,
                        director and person, if any, who controls such Holder or
                        underwriter within the meaning of the Act or the
                        Exchange Act against any losses, claims, damages or
                        liabilities (joint or several) to which they may become
                        subject under the Act or the Exchange Act, insofar as
                        such losses, claims, damages or liabilities (or actions
                        in respect thereof) arise out of or are based upon any
                        of the following statements, omissions or violations
                        (collectively, a "Violation") of Quintel: (i) any untrue
                        statement or alleged untrue statement of a material fact
                        contained in such Registration Statement, including any
                        preliminary prospectus or final prospectus contained
                        therein or any amendments or supplements thereto; (ii)
                        the omission or alleged omission to state therein a
                        material fact required to be stated therein or necessary
                        to make the statements therein not misleading; or (iii)
                        any violation or alleged violation of the Act, the
                        Exchange Act, any state securities law or any rule or
                        regulation promulgated under the Act or the Exchange Act
                        or any state securities law; and Quintel will pay to
                        each such Holder, underwriter, officer, director or
                        controlling person any legal or other expenses
                        reasonably incurred by them in connection with
                        investigating or defending any such loss, claim, damage,
                        liability or action; provided, however, that the
                        indemnity agreement contained in this subsection 4.5(a)
                        shall not apply to amounts paid in settlement of any
                        such loss, claim, damage, liability or action if such
                        settlement is effected without the consent of Quintel
                        (which consent shall not be unreasonably withheld), nor
                        shall Quintel be liable in any such case for any such
                        loss, claim, damage, liability or action to the extent
                        that it arises out of or is based upon a Violation which
                        occurs in reliance upon and in conformity


<PAGE>   10

                        with information furnished expressly for use in
                        connection with such registration by any such Holder,
                        underwriter, officer, director or controlling person.

                b.      To the extent permitted by law, each Holder will
                        indemnify and hold harmless Quintel, each of its
                        directors, each of its officers who has signed the
                        Registration Statement, each person, if any, who
                        controls Quintel within the meaning of the Act, any
                        underwriter, any other Holder selling securities in such
                        Registration Statement and any controlling person of any
                        such underwriter or other Holder, against any losses,
                        claims, damages or liabilities (joint or several) to
                        which any of the foregoing persons may become subject,
                        under the Act, the Exchange Act or applicable state
                        securities law, insofar as such losses, claims, damages
                        or liabilities (or actions in respect thereto) arise out
                        of or are based upon any Violation, in each case to the
                        extent (and only to the extent) that such Violation
                        occurs in reliance upon and in conformity with written
                        information furnished by such Holder under an instrument
                        duly executed by such Holder expressly for use in
                        connection with such registration; and each such Holder
                        will pay any legal or other expenses reasonably incurred
                        by any person intended to be indemnified pursuant to
                        this subsection 4.5(b) in connection with investigating
                        or defending any such loss, claim, damage, liability or
                        action; provided, however, that the indemnity agreement
                        contained in this subsection 4.5(b) shall not apply to
                        amounts paid in settlement of any such loss, claim,
                        damage, liability or action if such settlement is
                        effected without the consent of the Holder, which
                        consent shall not be unreasonably withheld; provided,
                        further, however, that in no event shall any indemnity
                        under this Section 4.5 exceed the net proceeds from the
                        offering received by such Holder.

                c.      Promptly after receipt by an indemnified party under
                        this Section 4 of notice of the commencement of any
                        action (including any governmental action), such
                        indemnified party will, if a claim in respect thereof is
                        to be made against any indemnifying party under this
                        Section 4, deliver to the indemnifying party a written
                        notice of the commencement thereof and the indemnifying
                        party shall have the right to participate in, and, to
                        the extent the indemnifying party so desires, jointly
                        with any other indemnifying party similarly noticed, to
                        assume the defense thereof with counsel mutually
                        satisfactory to the indemnified and indemnifying
                        parties; provided, however, that an indemnified party
                        (together with all other indemnified parties which may
                        be represented without conflict by one counsel) shall
                        have the right to retain one separate counsel, with the
                        fees and expenses to be paid by the indemnifying party,
                        if representation of such indemnified party by the
                        counsel retained by the indemnifying


<PAGE>   11

                        party would be inappropriate due to actual or potential
                        differing interests between such indemnified party and
                        any other party represented by such counsel in such
                        proceeding. The failure to deliver written notice to the
                        indemnifying party within a reasonable time of the
                        commencement of any such action, if materially
                        prejudicial to its ability to defend such action, shall
                        relieve such indemnifying party of any liability to the
                        indemnified party under this Section 4, but the omission
                        so to deliver written notice to the indemnifying party
                        will not relieve it of any liability that it may have to
                        any indemnified party otherwise than under this Section
                        4. Nothing contained herein shall prevent Quintel from
                        being represented by the Escrow Agent in connection with
                        any matter whatsoever, whether or not related to the
                        subject matter hereof.

                d.      If the indemnification provided for in this Section 4 is
                        held by a court of competent jurisdiction to be
                        unavailable to an indemnified party with respect to any
                        loss, liability, claim, damage or expense referred to
                        therein, then the indemnifying party, in lieu of
                        indemnifying such indemnified party hereunder, shall
                        contribute to the amount paid or payable by such
                        indemnified party as a result of such loss, liability,
                        claim, damage or expense in such proportion as is
                        appropriate to reflect the relative fault of the
                        indemnifying party on the one hand, and of the
                        indemnified party on the other, in connection with the
                        Violations that resulted in such loss, liability, claim,
                        damage or expense, as well as any other relevant
                        equitable considerations. The relative fault of the
                        indemnifying party and of the indemnified party shall be
                        determined by reference to, among other things, whether
                        the untrue or alleged untrue statement of a material
                        fact or the omission to state a material fact relates to
                        information supplied by the indemnifying party or by the
                        indemnified party and the parties' relative intent,
                        knowledge, access to information and opportunity to
                        correct or prevent such statement or omission; provided,
                        that in no event shall any contribution by a Holder
                        hereunder exceed the net proceeds from the offering
                        received by such Holder.

                e.      The obligations of Quintel and the Holders under this
                        Section 4 shall survive the completion of any offering
                        of Quintel Shares in a Registration Statement under this
                        Section 4 and the termination of this Agreement. No
                        indemnifying Party in the defense of any such claim or
                        litigation, shall, except with the consent of each
                        Indemnified Party, consent to entry of a judgment or
                        enter into any settlement which does not include as an
                        unconditional term thereof the giving by the claimant or
                        plaintiff to such Indemnified Party of a release from
                        all liability in respect to such claim or litigation.


<PAGE>   12

        4.6     Reports Under The Exchange Act. With a view to making available
                to the Holders the benefits of Rule 144 promulgated under the
                Act and any other rule or regulation of the Commission that may
                at any time permit a Holder to sell the Quintel Shares to the
                public without registration or pursuant to a registration on
                Form S-3, Quintel agrees to:

                a.      timely make and keep public information available, as
                        those terms are understood and defined in Rule 144 under
                        the Act at all times after the Effective Date;

                b.      file with the Commission in a timely manner all reports
                        and other documents required of Quintel under the Act
                        and the Exchange Act; and

                c.      furnish to any Holder, so long as the Holder owns any
                        Quintel Shares, forthwith upon request (i) a written
                        statement by Quintel that it has complied with the
                        requirements of Rule 144 under the Act (at any time
                        after 90 days after the Effective Date), the Act and the
                        Exchange Act, or that it qualifies as a registrant whose
                        securities may be resold pursuant to Form S-3, and (ii)
                        a copy of the most recent annual or quarterly report of
                        Quintel and such other reports and documents as a Holder
                        may reasonably request in availing itself of any rule or
                        regulation of the Commission allowing such Holder to
                        sell such securities without registration.

5.      Quintel Registration Rights. Quintel is hereby granted the registration
        rights granted it pursuant to Section 1 of the Amended and Restated
        Investors' Rights Agreement, dated November 8, 1999, by and between
        Quintel, Itarget (previously known as "LJ Com, Inc.") and Robert London,
        a copy of which is annexed hereto as Schedule 5, subject to the
        following terms, as defined in the Amended and Restated Investors'
        Rights Agreement, being defined for purposes of this Agreement (while
        maintaining their meaning for purposes of the Amended and Restated
        Investors' Rights Agreement) as follows:

        5.1     The "Company" shall mean Itarget.

        5.2     "Holder" shall mean Quintel.

        5.3     "Registrable Securities" shall mean (i) all of the shares of
                Itarget Common Stock (or other capital stock of Itarget) into
                which the Itarget Preferred Shares are convertible and, to the
                extent the rights to ownership thereto vest in Quintel pursuant
                to Section 3.2 hereof, the shares of Itarget Common Stock (or
                other capital stock of Itarget) into which the Itarget Preferred
                Shares deliverable to Quintel pursuant to Section 3.2 hereof are
                convertible; and (ii) any shares of


<PAGE>   13

                Itarget Common Stock (or other capital stock of Itarget) issued
                as (or issuable upon the conversion or exercise of any warrant,
                right or other security which is issued as) a dividend or other
                distribution with respect to, or in exchange for or in
                replacement of any of the securities listed in subsection (i) of
                this Section 5.3.

From the date the registration statement covering any Registrable Securities is
declared effective by the Commission, and for a period of three months
thereafter, Itarget shall abstain from taking any affirmative action that would
cause the Commission to declare such registration statement to be no longer
effective, unless required to do so by any statute, rule or regulation of the
Act, the Exchange Act or any state securities law, or any other federal or state
statute, rule or regulation. In the event such registration statement becomes
ineffective within the three month period after its effective date, Itarget
shall use its best efforts to cause such registration statement to again be
declared effective by the Commission and maintained effective for a cumulative
period of three months after it first became effective.

6.      Limitation on Resale of Quintel Shares. Itarget agrees that it will not
        sell on any one trading day that number of Quintel Shares that exceeds
        one-third (1/3) of the average daily trading volume of the Quintel
        Shares for the preceding five (5) trading days, as reported by the
        Nasdaq National Market or the market upon which the Quintel Shares are
        then traded.

7.      Representations and Warranties of Itarget. Itarget hereby makes the
        following representations and warranties to Quintel from and as of the
        date hereof through the Closing Date:

        7.1     Organization and Qualification. Itarget does not have any
                subsidiaries. Itarget is a corporation duly incorporated,
                validly existing and in good standing under the laws of the
                State of California and has the requisite corporate power to own
                its properties and to carry on its business as now being
                conducted. Itarget is duly qualified as a foreign corporation to
                do business and is in good standing in every jurisdiction in
                which the nature of the business conducted or property owned by
                it makes such qualification necessary.

        7.2     Authorization; Enforcement. (i) Itarget has the requisite
                corporate power and authority to enter into and perform this
                Agreement, to issue and sell the Itarget Preferred Shares and to
                acquire the Quintel Shares in accordance with the terms hereof
                and the terms of the Itarget Preferred Shares; (ii) the
                execution and delivery of this Agreement by Itarget and the
                consummation by it of the transactions contemplated hereby have
                been duly authorized by all necessary corporate action,
                including authorization by a majority of the Disinterested
                Directors of the Board of Directors of Itarget, and no further
                consent or authorization of Itarget or its Board of Directors or
                stockholders is required; and (iii) this Agreement constitutes
                the valid and binding obligation of Itarget


<PAGE>   14

                enforceable against it in accordance with its terms.

        7.3     Capitalization. The authorized capital stock of Itarget consists
                of 1,000,000 shares of common stock and 191,391 shares of
                preferred stock; without giving effect to the securities to be
                issued pursuant to this Agreement, Itarget has 235,389 shares of
                Common Stock, 41,391 shares of Series A Preferred Stock and
                25,190 shares of Series B Preferred Stock issued and
                outstanding. All of these outstanding shares have been validly
                issued and are fully paid and non-assessable. No shares of
                Itarget Common Stock are entitled to preemptive rights. There
                are outstanding options and warrants to purchase 12,630.20
                shares of Itarget Common Stock. Except as disclosed in the prior
                sentence and on Schedule 7.3 to this Agreement and as
                contemplated by this Agreement, there are no other scrip, rights
                to subscribe for, calls or commitments of any character
                whatsoever relating to, or securities or rights exchangeable or
                convertible into, any shares of capital stock of Itarget, or
                contracts, commitments, understandings or arrangements by which
                Itarget is or may become bound to issue additional shares of
                capital stock of Itarget or options, warrants, scrip, rights to
                subscribe for or commitments to purchase or acquire, any shares
                or securities or rights convertible into shares, of capital
                stock of Itarget. Itarget represents and warrants that it has no
                current plan or intention to sell or otherwise issue any shares
                of capital stock or securities convertible into or exercisable
                for shares of capital stock.

        7.4     No Conflicts. The execution, delivery and performance of this
                Agreement by Itarget and the consummation by Itarget of the
                transactions contemplated hereby do not and will not (i) result
                in a violation of the charter or Bylaws of Itarget, or (ii)
                conflict with, or constitute a default (or an event which with
                notice or lapse of time or both would become a default) under,
                or give to others any rights of termination, amendment,
                acceleration or cancellation of, any agreement, indenture,
                patent, patent license or instrument to which Itarget is a
                party, or result in a violation of any federal, state, local or
                foreign law, rule, regulation, order, judgment or decree
                (including federal and state securities laws and regulations)
                applicable to Itarget or by which any property or asset of
                Itarget is bound or affected. Itarget is not required under
                federal, state, local or foreign law, rule or regulation to
                obtain any consent, authorization or order of, or to make any
                filing or registration with, any court or governmental agency in
                order for it to execute, deliver or perform any of its
                obligations under this Agreement or issue and sell the Itarget
                Preferred Shares in accordance with the terms hereof, provided
                that, for purposes of the representation made in this sentence,
                Itarget is assuming and relying upon the accuracy of the
                relevant representations and agreements of Quintel herein.

        7.5     No General Solicitation. None of Itarget, or to Itarget's
                knowledge, any of its


<PAGE>   15

                affiliates, or any person acting on its behalf, has engaged in
                any form of general solicitation or general advertising (within
                the meaning of Regulation D under the Act) in connection with
                the offer or sale of the Itarget Preferred Shares.

        7.6     No Integrated Offering. None of Itarget or, to Itarget's
                knowledge, any of its affiliates, or any person acting on its
                behalf, has, directly or indirectly, made any offers or sales of
                any security or solicited any offers to buy any security, under
                circumstances that would require registration of any of the
                Itarget Preferred Shares.

        7.7     Brokers. Itarget has taken no action which would give rise to
                any claim by any person for brokerage commissions, finders' fees
                or similar payments relating to this Agreement or the
                transactions contemplated hereby.

        7.8     Investment Representation. Itarget is purchasing the Quintel
                Shares for its own account and not with a view to resale or
                distribution in violation of any securities laws. Itarget has no
                present intention to sell the Quintel Shares purchased hereunder
                and has no present arrangement (whether or not legally binding)
                to sell the Quintel Shares to or through any person or entity;
                provided, however, that by the representations herein, Itarget
                does not agree to hold any of the Quintel Shares for any minimum
                or other specific term and reserves the right to pledge or
                dispose of any of the Quintel Shares at any time in accordance
                with federal and state securities laws applicable to such pledge
                or disposition.

        7.9     Accredited Investor. Itarget is an "accredited investor" as
                defined in Rule 501 promulgated under the Act. Itarget has such
                knowledge and experience in financial and business matters in
                general, and investments in particular, so that Itarget is able
                to evaluate the merits and risks of an investment in the Quintel
                Shares purchased hereunder and to protect its own interests in
                connection with such investment. In addition, Itarget has
                received such information as it considers necessary or
                appropriate for deciding whether to purchase the Quintel Shares.

        7.10    Reliance by Quintel. Itarget understands that the Quintel Shares
                are being offered and sold in reliance on a transactional
                exemption from the registration requirements of federal and
                state securities laws and that Quintel is relying upon the truth
                and accuracy of the representations, warranties, agreements,
                acknowledgments and understandings of Itarget set forth herein
                in order to determine the applicability of such exemptions and
                the suitability of Itarget to acquire the Quintel Shares.

8.      Representations and Warranties of Quintel. Quintel hereby makes the
        following representations and warranties to Itarget:


<PAGE>   16

        8.1     Organization and Qualification. Quintel is a corporation duly
                incorporated, validly existing and in good standing under the
                laws of the State of Delaware and has the requisite corporate
                power to own its properties and to carry on its business as now
                being conducted. Quintel is duly qualified as a foreign
                corporation to do business and is in good standing in every
                jurisdiction in which the nature of the business conducted or
                property owned by it makes such qualification necessary.

        8.2     Authorization; Enforcement. (i) Quintel has the requisite
                corporate power and authority to enter into and perform this
                Agreement and to issue and sell the Quintel Shares and acquire
                the Itarget Preferred Shares in accordance with the terms
                hereof; (ii) the execution and delivery of this Agreement by
                Quintel and the consummation by it of the transactions
                contemplated hereby have been duly authorized by all necessary
                corporate action, including authorization by a majority of the
                Disinterested Directors of the Board of Directors of Quintel,
                and no further consent or authorization of Quintel or its Board
                of Directors or stockholders is required; and (iii) this
                Agreement constitutes the valid and binding obligation of
                Quintel enforceable against it in accordance with its terms.

        8.3     No Conflicts. The execution, delivery and performance of this
                Agreement by Quintel and the consummation of the transactions
                contemplated hereby do not and will not (i) result in a
                violation of the charter or Bylaws of Quintel, or (ii) conflict
                with, or constitute a default (or an event which with notice or
                lapse of time or both would become a default) under, or give to
                others any rights of termination, amendment, acceleration or
                cancellation of, any agreement, indenture, patent, patent
                license or instrument to which Quintel is a party, or result in
                a violation of any federal, state, local or foreign law, rule,
                regulation, order, judgment or decree (including federal and
                state securities laws and regulations) applicable to Quintel or
                by which any property or asset of Quintel is bound or affected.
                Quintel is not required under federal, state, local or foreign
                law, rule or regulation to obtain any consent, authorization or
                order of, or to make any filing or registration with, any court
                or governmental agency in order for it to execute, deliver or
                perform any of its obligations under this Agreement or issue and
                sell the Quintel Shares in accordance with the terms hereof,
                except for the registration provisions provided for herein,
                provided that, for purposes of the representation made in this
                sentence, Quintel is assuming and relying upon the accuracy of
                the relevant representations and agreements of Itarget.

        8.4     No General Solicitation. None of Quintel, or to Quintel's
                knowledge, any of its affiliates, or any person acting on its
                behalf has engaged in any form of general solicitation or
                general advertising (within the meaning of Regulation D under
                the Act) in connection with the offer or sale of the Quintel
                Shares.


<PAGE>   17

        8.5     No Integrated Offering. Neither Quintel, or to Quintel's
                knowledge, any of its respective affiliates, or any person
                acting on its behalf has, directly or indirectly, made any
                offers or sales of any security or solicited any offers to buy
                any security, under circumstances that would require
                registration of any of the Quintel Shares.

        8.6     Brokers. Quintel has taken no action which would give rise to
                any claim by any person for brokerage commissions, finders' fees
                or similar payments relating to this Agreement or the
                transactions contemplated hereby.

        8.7     Investment Representation. Quintel is purchasing the securities
                purchased by it hereunder for its own account and not with a
                view to resale or distribution in violation of any securities
                laws. Quintel has no present intention to sell the securities
                purchased by it hereunder and has no present arrangement
                (whether or not legally binding) to sell the securities
                purchased by it hereunder to or through any person or entity;
                provided, however, that by the representations herein, Quintel
                does not agree to hold any of the Itarget Preferred Shares for
                any minimum or other specific term and reserves the right to
                dispose of any of the Itarget Preferred Shares at any time in
                accordance with federal and state securities laws applicable to
                such disposition.

        8.8     Accredited Investor. Quintel is an "accredited investor" as
                defined in Rule 501 promulgated under the Act. Quintel has such
                knowledge and experience in financial and business matters in
                general, and investments in particular, so that Quintel is able
                to evaluate the merits and risks of an investment in the
                securities purchased by it hereunder and to protect its own
                interests in connection with such investment. In addition,
                Quintel has received such information as it considers necessary
                or appropriate for deciding whether to purchase the securities
                purchased hereunder.

        8.9     Reliance by Itarget. Quintel understands that the Itarget
                Preferred Shares are being offered and sold in reliance on a
                transactional exemption from the registration requirements of
                federal and state securities laws and that Itarget is relying
                upon the truth and accuracy of the representations, warranties,
                agreements, acknowledgments and understandings of Quintel set
                forth herein in order to determine the applicability of such
                exemptions and the suitability of Quintel to acquire the Itarget
                Preferred Shares.

9.      Legend. Each certificate representing the Quintel Shares and the Itarget
        Preferred Shares shall be stamped or otherwise imprinted with a legend
        substantially in the following form:


<PAGE>   18

                THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE
        OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (I)
        PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS
        BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR
        (II) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE
        SECURITIES ACT, BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE
        WRITTEN OPINION OF COUNSEL OF THE ISSUER, OR OTHER COUNSEL REASONABLY
        ACCEPTABLE TO THE ISSUER, THAT THE PROPOSED DISPOSITION IS CONSISTENT
        WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY
        APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAW.

10.     Escrow Agent

        10.1    The parties hereto acknowledge that if any dispute arises with
                respect to the securities deposited hereunder with the Escrow
                Agent, or if the Escrow Agent receives contradictory
                instructions from the parties hereto or any third party, or if
                the Escrow Agent is uncertain as to its obligations under this
                Agreement, the Escrow Agent shall refrain from taking any action
                other than to continue to hold the securities deposited
                hereunder in escrow or to institute proceedings described in
                subsection 10.3 below, until otherwise directed by a final
                judgment of a court of competent jurisdiction.

        10.2    The Escrow Agent may assume the genuineness of any document or
                signature which appears to it to be genuine (whether or not
                original or photocopy) if such document or signature is
                presented to it. The Escrow Agent shall have no obligations
                other than those specifically set forth herein.

        10.3    The Escrow Agent shall not be obligated to, but may, institute
                legal proceedings (which, if instituted, shall be in a court in
                the City and State of New York) to determine its obligations
                hereunder or to seek permission to deposit the securities
                deposited hereunder or any portion thereof in court, upon which
                act the Escrow Agent shall be relieved of any further
                obligations hereunder with respect to such securities.

        10.4    The parties hereto agree to reimburse the Escrow Agent for any
                expenses it incurs in connection with the performance of its
                obligations under this Agreement, and agrees to jointly and
                severally indemnify and hold the Escrow Agent harmless from all
                suits, claims, actions, judgments, losses, liability, fees,
                costs, expenses, damages, or other charges that may be imposed
                upon, or


<PAGE>   19

                incurred by, the Escrow Agent, in connection with the
                performance of its duties hereunder.

        10.5    Upon disbursing and disposing of the securities deposited
                hereunder and held by the Escrow Agent in the manner provided in
                this Agreement, the Escrow Agent shall be released, discharged,
                and acquitted of all obligations and liabilities hereunder and
                any claims or surcharges made by or on behalf of any party to
                this Agreement.

        10.6    The Escrow Agent may resign at any time upon written notice to
                the parties hereto.

        10.7    Nothing contained herein shall prevent the Escrow Agent from
                acting as counsel to Quintel in any future proceedings or
                transactions, including, without limitation, those arising from
                this Agreement or the transactions contemplated hereby.

11.     Miscellaneous.

        11.1    Notices. Any notice or demand required or permitted to be given
                or made hereunder to or upon any party hereto shall be deemed to
                have been duly given or made for all purposes if (a) in writing
                and sent by (i) messenger or an overnight courier service
                against receipt, or (ii) certified or registered mail, postage
                paid, return receipt requested, or (b) sent by telegram,
                facsimile, telex or similar electronic means, provided that a
                written copy thereof is sent on the same day by postage-paid
                first-class mail, to such party at the addresses set forth
                above, with a copy to:

                               Feder, Kaszovitz, Isaacson,
                                 Weber, Skala & Bass LLP
                               750 Lexington Avenue
                               New York, New York 10022
                               Attn:  Saul Kaszovitz, Esq.
                               Fax:   (212) 888-7776

and to:                 Luce, Forward, Hamilton & Scripps, LLP
                               600 West Broadway
                               Suite 2600
                               San Diego, California 92101
                               Attn: Michael G. Fraunces, Esq.
                               Fax: (619) 232-8311

or such other address as any party hereto may at any time, or from time to time,
direct by


<PAGE>   20

notice given to the other parties in accordance with this Section. Except as
otherwise expressly provided herein, the date of giving or making of any such
notice or demand shall be, in the case of clause (a) (i), the date of the
receipt; in the case of clause (a) (ii), five business days after such notice or
demand is sent; and, in the case of clause (b), the date such notice or demand
is sent.

        11.2    Amendment. Except as otherwise provided herein, no amendment of
                this Agreement shall be valid or effective, unless in writing
                and signed by or on behalf of the parties hereto.

        11.3    Waiver. No course of dealing or omission or delay on the part of
                any party hereto in asserting or exercising any right hereunder
                shall constitute or operate as a waiver of any such right. No
                waiver of any provision hereof shall be effective, unless in
                writing and signed by or on behalf of the party to be charged
                therewith. No waiver shall be deemed a continuing waiver or
                waiver in respect of any other or subsequent breach or default,
                unless expressly so stated in writing.

        11.4    Governing Law. This Agreement shall be governed by, and
                interpreted and enforced in accordance with, the laws of the
                State of New York without regard to principles of choice of law
                or conflict of laws.

        11.5    Jurisdiction. Each of the parties hereto hereby irrevocably
                consents and submits to the jurisdiction of the Superior Court
                of the State of New York and the United States District Court
                for the Southern District of New York in connection with any
                proceeding arising out of or relating to this Agreement, waives
                any objection to venue in the County of New York, State of New
                York, or such District, and agrees that service of any summons,
                complaint, notice or other process relating to such proceeding
                may be effected in the manner provided by Section 11.1 hereof.

        11.6    Severability. The provisions hereof are severable and in the
                event that any provision of this Agreement shall be determined
                to be invalid or unenforceable in any respect by a court of
                competent jurisdiction, the remaining provisions hereof shall
                not be affected, but shall, subject to the discretion of such
                court, remain in full force and effect, and any invalid or
                unenforceable provision shall be deemed, without further action
                on the part of the parties hereto, amended and limited to the
                extent necessary to render the same valid and enforceable.

        11.7    Counterparts. This Agreement may be executed in counterparts,
                each of which shall be deemed an original and which together
                shall constitute one and the same Agreement.


<PAGE>   21

        11.8    Binding Effect. This Agreement shall be binding upon and inure
                to the benefit of the parties hereto and their respective
                successors and permitted assigns. This Agreement is not
                intended, and shall not be deemed, to create or confer any right
                or interest for the benefit of any person not a party hereto.

        11.9    Assignment. Except as otherwise permitted herein, this
                Agreement, and each right, interest and obligation hereunder,
                may not be assigned by any party hereto without the prior
                written consent of the other parties hereto, and any purported
                assignment without such consent shall be void and without
                effect.

        11.10   Titles and Captions. The titles and captions of the Sections of
                this Agreement are for convenience of reference only and do not
                in any way define or interpret the intent of the parties or
                modify or otherwise affect any of the provisions hereof.

        11.11   Grammatical Conventions. Whenever the context so requires, each
                pronoun or verb used herein shall be construed in the singular
                or the plural sense and each capitalized term defined herein and
                each pronoun used herein shall be construed in the masculine,
                feminine or neuter sense.

        11.12   References. The terms "herein," "hereto," "hereof," "hereby" and
                "hereunder," and other terms of similar import, refer to this
                Agreement as a whole, and not to any Section or other part
                hereof.

        11.13   No Presumptions. Each party hereto acknowledges that it has
                participated, with the advice of counsel, in the preparation of
                this Agreement. No party hereto is entitled to any presumption
                with respect to the interpretation of any provision hereof or
                the resolution of any alleged ambiguity herein based on any
                claim that any other party hereto drafted or controlled the
                drafting of this Agreement.

        11.14   Incorporation by Reference. The Schedules hereto are an integral
                part of this Agreement and are incorporated in their entirety
                herein by this reference.

        11.15   Entire Agreement. This Agreement embodies the entire Agreement
                of the parties hereto with respect to the subject matter hereof
                and supersedes any prior Agreement, commitment or arrangement
                relating thereto.

        11.16   Survival. The representations and warranties made herein shall
                survive any investigation made by any party hereto and the
                closing of the transactions contemplated hereby for a period of
                up to two (2) years from the Effective Date.

        11.17   Successors and Assigns. Except as otherwise expressly provided
                herein, the provisions hereof shall inure to the benefit of, and
                be binding upon, the


<PAGE>   22

                respective successors and permitted assigns of the parties
                hereto. Nothing in this Agreement, express or implied, is
                intended to confer upon any party other than the parties hereto
                or their respective successors and permitted assigns any rights,
                remedies, obligations, or liabilities, under or by reason of
                this Agreement, except as expressly provided in this Agreement.

                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)


<PAGE>   23



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

                                        QUINTEL COMMUNICATIONS, INC.



                                        By:
                                               ---------------------------
                                               Name:
                                               Title:

                                        ITARGET.COM, INC.



                                        By:
                                               ---------------------------
                                               Name:
                                               Title:



<PAGE>   24



                                  SCHEDULE 1.14

                    FORM OF ITARGET SERIES B PREFERRED STOCK


<PAGE>   25



                                  SCHEDULE 3.1

                         WIRING INSTRUCTIONS FOR ITARGET







<PAGE>   26



                                  SCHEDULE 3.2

                         WIRING INSTRUCTIONS FOR QUINTEL




<PAGE>   27



                                   SCHEDULE 5

        COPY OF AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT, DATED
         NOVEMBER 8, 1999, BY AND BETWEEN QUINTEL, ITARGET (PREVIOUSLY
                   KNOWN AS "LJ COM, INC.") AND ROBERT LONDON


<PAGE>   28



                                  SCHEDULE 7.3

                 ADDITIONAL CAPITALIZATION DISCLOSURE OF ITARGET

Wayne Wooddell holds an option to purchase 5,972.2 shares of Common Stock of
Itarget exercisable at $0.10 per share.

Cruttenden Roth holds warrants to purchase 4,139 shares of Common Stock of
Itarget at an exercise price of $28.99 per share and warrants to purchase 2,519
shares of the Common Stock of Itarget at an exercise price of $52.40 per share.

The existing holders of Itarget's Series A Preferred Stock and Series B
Preferred Stock have entered into an Investors' Rights Agreement with Itarget,
pursuant to which such holders have a right of first offer with respect to
future sales by Itarget of its shares of stock (subject to certain exceptions).
The Investors' Rights Agreement also grants such holders other rights, including
demand, piggy-back and S-3 registration rights.

Cruttenden Roth holds a right of first refusal to participate as a co-managing
underwriter with respect to any public offering conducted by Itarget in the 12
month period ending January 14, 2001.

Itarget intends to approve a Stock Option Plan in the near future. The number of
shares of Common Stock that will be reserved for issuance under such Plan will
not exceed 10% of Itarget's outstanding shares of Common Stock at the time the
Stock Option Plan is approved.

On October 5, 1999, Itarget, Robert London and the then existing holders of
Itarget's Common Stock entered into a Voting Agreement with respect to the
nomination and election of members of Itarget's Board of directors.