Exhibit 10.2E

                                    AGREEMENT

AGREEMENT entered into as of the ___ day of January, 2000 by and between Quintel
Communications, Inc., a Delaware corporation with offices at One Blue Hill
Plaza, Pearl River, New York 10965 (hereafter referred to as "Quintel"), and LCS
Golf, Inc., a Delaware corporation with offices at 24 East 12th Street, New
York, New York 10003 (hereafter referred to as "LCSG"). Quintel and LCSG are
also sometimes referred to as a "Party" or the "Parties."

                                    RECITALS:

A.    WHEREAS, LCSG is engaged in the marketing of products and services related
      to golf using the internet.

B.    WHEREAS, Quintel is engaged in the development and operation of businesses
      marketing a variety of products and services using the internet.

C.    WHEREAS, Quintel and LCSG wish to develop programs to market products and
      services to the visitors to and customers of LCSG's websites.

NOW, THEREFORE, for good and valuable consideration, receipt of which is
acknowledged by the parties, it is hereby agreed as follows:

1     Definitions.

      1.1   "Agreement" means this agreement between Quintel and LCSG.

      1.2   "Customer" means any Person acquiring products or services pursuant
            to the Marketing Program.

      1.3   "GAAP" means generally accepted U.S. accounting principles,
            consistently applied and consistent with past practices of the Party
            responsible for preparing the calculation.

      1.4   "Governmental Regulations" means any federal, state or local
            governmental rules and regulations governing the activities
            conducted under this Agreement.

      1.5   "Exclusive Quintel Products" means the product and service
            categories identified on Schedule 1.5 annexed hereto.

      1.6   "LCSG's Common Stock" means shares of LCSG's common stock with a par
            value of $.001 per share.

      1.7   "LCSG Data Base" means the information regarding the visitors to and
            customers of the LCSG Websites and other persons otherwise available
            to LCSG, including but not limited to, their names, telephone
            numbers, addresses, and e-mail addresses.

      1.8   "LCSG Products and Services" means any of the products and services
            marketed by LCSG or any of its Affiliates during the Term.

      1.9   "LCSG Websites" means any of the websites owned, sponsored or
            controlled by LCSG now or at any time during the term of this
            Agreement; LCSG's current websites are identified on Schedule 1.9
            annexed hereto.

      1.10  "Marketing Materials" means advertisements in all media (including
            the internet, print, television and radio), brochures, solicitation
            materials, scripts, displays, or other information which describes


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            or otherwise relates to the Marketing Programs and used to solicit
            customers for the Marketing Programs.

      1.11  "Marketing Program" means any one of the Actual Quintel Programs or
            LCSG Sales Promotions for the marketing of products and services
            developed by the parties under this Agreement.

      1.12  "Member Record Fee" means the fee of twenty-five cents ($0.25) for
            every valid Name delivered to Quintel or its Affiliate for
            registration in multibuyer.com, referred to in paragraph 2.9.1 of
            this Agreement.

      1.13  "Member Record" has the meaning set forth in paragraph 2.10.1 of
            this Agreement.

      1.14  "Multibuyer Record Fee"has the meaning set forth in paragraph 2.10.1
            of this Agreement.

      1.15  "Names" means the name, address (street, post-office box or e-mail),
            telephone number or other means of identification of any individual,
            person or entity identified in the LCS Data Base.

      1.16  "Net Revenue" means gross revenues generated by a Sales Program,
            less direct out-of-pocket costs of acquiring Program Products and
            Services (including royalties or fees to third parties), the cost of
            producing the Marketing Materials and all other expenses directly
            related to the Actual Quintel Program incurred by either Party,
            determined in accordance with GAAP.

      1.17  "Option" has the meaning set forth in Section 4.1 of this Agreement.

      1.18  "Parties" means Quintel and LCSG.

      1.19  "Person" means any individual, corporation, partnership, trust, or
            other entity.

      1.20  "Program Data Base" means the information regarding the Customers of
            the Marketing Program and the other Persons solicited by or
            responding to the Marketing Materials, including but not limited to,
            their names, telephone numbers, addresses, and e-mail addresses, and
            any list of customers generated by the Marketing Programs by either
            Party.

      1.21  "Program Products and Services" means any of the Quintel Products or
            Services marketed as part of a Sales Program conducted under this
            Agreement.

      1.22  "Quintel Banner Ads" has the meaning set forth in Section 2.2 of
            this Agreement.

      1.23  "Quintel E-Mail Promotions" has the meaning set forth in Section 2.1
            of this Agreement.

      1.24  "Quintel-Golf Hyper-Link" has the meaning set forth in Section 2.3
            of this Agreement.

      1.25  "Quintel Off-line Promotions" has the meaning set forth in Section
            2.4 of this Agreement.

      1.26  "Quintel Products and Services" means any Quintel's or its
            Affiliates' products, services, or programs or marketing campaigns
            (including those of Quintel's marketing partners or co-venturers),
            which Quintel markets or which Quintel acquires the right to market
            from time to time, and includes product or service offerings whose
            primary purpose is to capture customer data rather than generate
            revenue.

      1.27  "Quintel Promotion" means any of the Quintel Banner Ads, Quintel
            E-Mail Promotions, Quintel-Golf Hyperlink or Quintel Off-line
            Promotions.


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      1.28  " Sales Program" means a particular program using any of the Quintel
            Promotions to market specific Quintel Products and Services under
            the Marketing Program.

2     Marketing Program.

      2.1   During the term of this Agreement, Quintel shall have the right to
            transmit e-mail messages marketing or promoting Quintel Products and
            Services to the LCS Database (such e-mail messages are referred to
            as "Quintel e-mail Promotions"). The maximum per month that number
            of e-mail messages to the Names in the LCSG Data Base equal to the
            product of (i) four (4) multiplied by (ii) the daily average during
            the immediately preceding month of the entire number of Names on the
            LCS Data Base, As an example of the foregoing calculation, if the
            number of names in the LCS Database equals 50,000 on the date
            hereof, Quintel may transmit up to 200,000 e-mail messages to Names
            in the LCS Database. If as of six months after the date hereof, the
            number of names in the LCS Database equals 100,000, the total number
            of e-mail messages which Quintel may transmit shall have increased
            to a total of 400,000.

      2.2   During the term of this Agreement, LCSG will make banner
            advertisements available to Quintel to for the marketing of the
            Exclusive Quintel Products (hereafter such banner advertisements are
            referred to as the "Quintel Banner Ads"). The banner advertisements
            will be displayed prominently on the LCS Websites and in a manner so
            that each visitor to an LCS website will see the banner
            advertisement.

      2.3   During the term of this Agreement, LCSG will permit Quintel to
            create hyperlinks once per month on one of the LCSG Websites
            selected by Quintel, to a Quintel Website designated by Quintel
            (referred to as the "Quintel-Golf Hyperlink") using any of the
            following methods: e-mail messages containing a Quintel-Golf
            Hyperlink, a newsletter to subscribers, or through text messages on
            the LCSG Website. The form and text of the methods used to create a
            hyperlink will be Quintel Product and Service.

      2.4   Quintel shall also have the right during the term of this Agreement
            to market any Quintel Products and Services to those names in the
            LCS Database which it deems appropriate using media other than the
            internet once per month during the term of this Agreement. Such
            solicitations may pertain to any Quintel Products and Services,
            selected by Quintel in its discretion (such marketing referred to as
            "Quintel Off-line Promotions").

      2.5   Quintel will determine in its discretion the nature and terms of the
            Quintel Products and Services to feature on the banner
            advertisements. It is understood that the Quintel Products and
            Services include products and services of Quintel's strategic
            partners and other entities with which it has marketing
            arrangements, including SkyMall, Inc., Cybergold and itarget, and
            that the consent of such third parties will be required for Quintel
            to market any of such products or services as part of the Marketing
            Program.

      2.6   Quintel will prepare the Marketing Materials for the Sales
            Promotions and submit them to LCSG for approval, which approval
            shall not be unreasonably withheld or delayed. LCSG will respond to
            any request by Quintel for approval hereunder within a reasonable
            period of time (not to exceed five (5) days), and if the approval is
            not granted, the Parties will attempt in good faith to promptly
            resolve any objections. Failure to respond shall be deemed to be
            approval.

            2.6.1 Each Party grants the other a non-exclusive license during the
                  Term to use the name, logos and trademarks and trade names of
                  the other approved as part of the approved Marketing
                  Materials.


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            2.6.2 Following the end of the Term, each Party will have the right
                  to use the Marketing Materials as a basis for materials used
                  in the marketing of other products and services, provided that
                  the Party making use of the Marketing Materials does not use
                  the name, trademarks, trade names, logos or other Confidential
                  Information of the other Party.

      2.7   Quintel will be responsible for the management and execution of each
            Sales Program and will provide customer service for Quintel Products
            and Services (and its direct out-of-pocket expenses incurred in
            providing the foregoing services shall be borne equally by the
            parties).

      2.8   LCSG will provide at its expense any customer service required for
            any LCSG Products and Services sold as part of a Sales Program.

      2.9   LCSG will make available to Quintel the LCSG Web Sites for the
            conduct of the Quintel Promotions and the Sales Programs and provide
            Quintel with the LCSG Data Base.

      2.10  LCSG will give all visitors to the LCSG Websites the opportunity to
            opt-in to become a member of Quintel's the websites operated by
            Quintel's subsidiary under the name "multibuyer.com." or
            "grouplotto.com" as selected by Quintel. The Names of those persons
            who opt-in will be delivered individually or in a batch as requested
            by Quintel, in as fast a manner as possible (but at least once every
            24 hours).

            2.10.1 Quintel will pay LCSG twenty-five cents ($0.25) for every
                   valid Name delivered to Quintel or its Affiliate for
                   registration in multibuyer.com (hereafter each valid record
                   containing a Name is referred to as a "Member Record" and the
                   $0.25 fee is referred to as the "Multibuyer Record Fee");
                   such payment will be made monthly within thirty (30) days
                   after the end of each month in which a Member Record is
                   delivered.

            2.10.2 Revenue derived by Quintel or its Affiliates from such
                   registrations will not be part of Net Revenue.

      2.11  LCSG will permit Quintel to create a link for placement on the
            golfuniverse.com website to a custom version of Quintel's
            subsidiary's GroupLotto.com website, at which participants will be
            given the opportunity to win a lottery prize in excess of
            $1,000,000.00 (such custom version referred to as the "GroupLotto
            Golf Link"). Revenue derived by Quintel or its Affiliates from the
            GroupLotto Golf Link will not be part of Net Revenue, but the data
            regarding Customers and visitors to the GroupLotto Golf Link will be
            shared in accordance with Section 2.12 of this Agreement.

      2.12  All data regarding Customers and visitors captured from the
            promotions or sales conducted by Quintel and LCSG pursuant to the
            Marketing Programs shall be part of the Program Data Base, and all
            information contained in or derived from the Program Data Base may
            be used as either Party chooses, provided such use does not violate
            Governmental Regulations and except as otherwise provided in this
            Agreement.

            2.12.1 Each Party agrees that it will not during the term use the
                   Names in the Program Data Base to offer for sale products or
                   services which compete with the products or services offered
                   by the other Party.

            2.12.2 Notwithstanding the foregoing, LCSG shall not have the right
                   to lease, rent or otherwise transfer the information
                   contained in the Program Data Base to any third party.

      2.13  Customers of and visitors to the LCSG Web Sites responding to the
            Marketing Program will be properly informed, prior to the capture of
            any personal information about them, that such


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            information to be included in the Program Data Base will be used for
            marketing purposes and future solicitations.

      2.14  Quintel will have the exclusive right during the Term to market the
            Exclusive Quintel Products and Services to the LCSG Data Base.

      2.15  If during the Term either Party is notified or otherwise becomes
            aware of any complaint or formal investigation by any governmental
            authority of an alleged unfair or deceptive business practice or any
            other alleged violation of any Governmental Regulation with respect
            to the Marketing Program ("Complaint"), it shall provide the other
            Party with prompt written notice of the Complaint, and if the
            Complaint is initiated on the basis of the approved Marketing
            Materials, then such approved Marketing Materials shall be revised
            immediately to resolve such Complaint or the use of such approved
            Marketing Materials shall cease within five (5) calendar days of
            notification to Quintel of a Complaint. If the Complaint arises from
            a breach by a Party of its obligations under this Agreement, the
            non-breaching Party shall have the right to terminate this Agreement
            under the provisions of Paragraph 6.2 below.

3     Revenues and Expenses; Fees to Quintel for LCSG Sales Promotions.

      3.1   Net Revenue generated from the sale of Program Products and Services
            during the Term will be shared equally by the Parties. Quintel will
            account to LCSG for all revenue received from the sale of Program
            Products and Services, and if LCSG receives any revenue from the
            sale of Program Products and Services it will account for such
            revenue to Quintel; it is acknowledged and agreed that it is
            anticipated that all Net Revenue will be collected and distributed
            by Quintel. Only that revenue directly resulting from the sale of a
            Quintel Product or Service offered as part of a Sales Program will
            be included in revenue which is subject to the sharing provisions of
            this Section 3. Net Revenue subject to sharing under this Agreement
            shall be paid and distributed quarterly by the Party responsible for
            such payment and distribution, less reserves for bad debt and other
            reserves prudent and customary for the Sales Programs conducted
            under this Agreement.

            3.1.1  Each payment of Net Revenue will be accompanied by a report
                   explaining the calculation of Net Revenue.

            3.1.2  It is understood and agreed that if a Quintel Promotion is
                   used to drive traffic to a website of Quintel or one of its
                   Affiliates, the revenue derived from any subsequent sale of a
                   Quintel Product or Service will not be part of Net Revenue
                   and will not be shared by the Parties, and that the revenue
                   sharing arrangements described in this Agreement will only
                   apply to the sale of a Quintel Product or Service offered for
                   sale as part of a Quintel Promotion in a Sales Program
                   conducted by Quintel.

      3.2   The costs and expenses incurred in the conduct of the Sales Programs
            will be paid by Quintel and deducted by Quintel in determining Net
            Revenues.

      3.3   Each Party shall bear its own general corporate overhead and
            administrative expenses in connection with the activities under this
            Agreement. Without limiting the foregoing, the LCSG Data Base will
            be provided by LCSG to Quintel for use in connection with the Sales
            Programs developed under this Agreement without any charge or
            expense.

      3.4   Each Party or its independent certified public accounting firm will
            have the right no more than once per calendar year during the Term
            of this Agreement and the two year period following the end of the
            Term to audit and/or cause an audit to be made of the separate
            records (collectively, the "Records") of the other Party with
            respect to the Marketing Program, including with respect to the
            calculation of Net Revenues. A Party seeking examination will have
            free and full access to the Records for such purpose on reasonable
            notice and at a mutually convenient time. Each Party will


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            retain the Records for a period of three (3) years following its
            rendition of any report or calculation of Net Revenue and amounts
            due to the other Party under this Agreement. In the event of
            underpayment or late payment of an amount due to a Party, the Party
            owing the amount will be liable for interest on the unpaid amount at
            the prime rate of interest announced as such in The Wall Street
            Journal, New York, NY on the first date immediately preceding the
            date payment was due, said interest to accrue from the date on which
            payment was due until date of payment. A Party's receipt or
            acceptance of any of any statements furnished hereunder or of any
            payments paid hereunder shall not preclude a Party from questioning
            the correctness thereof at any time, and in the event that any
            inconsistencies or mistakes are discovered in such statements or
            payments, they shall be immediately rectified and the appropriate
            payment shall be made, with interest as provided for herein. In the
            event that any audit of the Records indicates that amounts due a
            Party have been underpaid in excess of $25,000.00, the underpaying
            Party will reimburse the other Party to whom payment is due for its
            reasonable costs and expenses for such audit with interest as
            provided for herein.

      3.5   The provisions of this Section 3 shall survive the termination of
            this Agreement

4     Options to Purchase LCSG Stock.

      4.1   In consideration for Quintel's entry into this Agreement, LCSG has
            issued Quintel options (the "Options") to purchase up to 200,000
            shares of LCSG's Common Stock exercisable for two (2) years from the
            date of issuance at an exercise price of $1.00 per share for 100,000
            of the Options, and an exercise price of $2.00 per share for 100,000
            of the Options; the Options are in the form of the Option
            Certificate annexed hereto as Schedule 4.

      4.2   Concurrently with the execution of this Agreement, the Parties have
            executed a Registration Rights Agreement with respect to the
            Warrants in the form annexed hereto as Schedule 4-1.

5     Confidentiality.

      5.1   A Party receiving information hereunder is hereinafter referred to
            as the "Receiving Party" and the party disclosing information is
            hereinafter referred to as the "Disclosing Party"; a Party's
            officers, directors, employees, agents, professional advisors and
            consultants are collectively referred to as "Representatives"). Both
            Parties understand that each Party may provide the other Party with
            certain proprietary and confidential information during the term of
            this Agreement. All such proprietary and confidential information
            furnished by the Disclosing Party or its Representatives to or on
            behalf of the Receiving Party (irrespective of the form of
            communication and whether such information is so furnished before,
            on or after the date hereof) and all analyses, compilations, data,
            studies, notes, interpretations, memoranda or other documents
            prepared by the Disclosing Party or its Representatives containing
            or based in whole or in part on any such furnished information is
            collectively referred to herein as the "Confidential Information".
            In addition, all such Confidential Information furnished by the
            Disclosing Party to the Receiving Party or its Representatives,
            (irrespective of the form of communication and whether such
            information is so furnished before, on or after the date hereof) and
            all analyses, compilations, data, studies notes, interpretations,
            memoranda or other documents prepared by the Disclosing Party or its
            Representatives containing or based in whole or in part on any such
            furnished information are also collectively referred to as the
            "Confidential Information." The term "Confidential Information"
            shall not include any documents, data or other information which (i)
            at the time of disclosure or thereafter is publicly available (other
            than as a result of a disclosure by the Receiving Party or Receiving
            Party's Representatives in violation hereof); (ii) was, is or
            becomes available to Receiving Party on a non-confidential basis
            from a source other than Disclosing Party or its advisors, provided
            that such source was not known by Receiving Party to be prohibited
            from disclosing such information to Receiving Party by a legal,
            contractual or fiduciary obligation owed


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            to Disclosing Party; (iii) was or is already in Receiving Party's
            possession (other than Confidential Information furnished by or on
            behalf of Disclosing Party); or (iv) is independently developed by
            Receiving Party or on Receiving Party's behalf without violating
            Receiving Party's obligations of confidentiality hereunder. All
            Confidential Information provided by either Party shall not be
            disclosed or referred to publicly, or to any third party, except as
            permitted below. The Receiving Party will disclose the Confidential
            Information only to its Representatives directly concerned with the
            evaluation of the proposed Marketing Agreement. In the event that a
            Receiving Party or any of its Representatives become legally
            compelled (by deposition, interrogatory, request of documents,
            subpoena, civil investigative demand or similar process) to disclose
            any of the Confidential Information of the Disclosing Party, the
            Receiving Party or other such person from whom such Confidential
            Information is being sought shall provide the Disclosing Party with
            prompt prior written notice of such requirement so that the
            Disclosing Party may seek a protective order or other appropriate
            remedy and/or waive compliance with the terms of this Agreement. In
            the event that such protective order or other remedy is not
            obtained, or the Disclosing Party waives compliance with the
            provisions hereof, the person required to provide such information
            agrees to furnish only such portion of the Confidential Information
            that is legally required to be furnished.

      5.2   Except as may be required by Governmental Regulations, neither Party
            shall issue a press release or make any public announcement
            regarding or relating to the Marketing Program without review by,
            and the prior consent of, the other Party. Quintel and LCSG shall
            consult with each other prior to any conference with the press or
            other news media relating to the Marketing Program, including
            consultation with regard to appropriate responses to questions from
            the press or other media about the Marketing Program.

      5.3   The provisions of this Section 5 shall survive the termination of
            this Agreement


6     Representations and Warranties; Indemnification.

      6.1   Each Party represents and warrants to the other Party that it is a
            corporation, duly organized, validly existing and in good standing
            under the laws of its jurisdiction of incorporation, and has the
            corporate power and authority to execute and deliver this Agreement,
            to consummate the transactions hereby contemplated, and to take all
            other actions required to be taken by it pursuant to the provisions
            hereof, and is not subject to, or a party to, any contract,
            agreement, instrument, order, judgment or decree, or any other
            restriction of any kind or character, which would prevent its entry
            into or performance under this Agreement, and no consent of or other
            action by or notice to any third party is required in connection
            with the Party's entering into and performing under this Agreement,
            and that this Agreement and the transactions described in this
            Agreement have been duly authorized by all necessary corporate
            action.

      6.2   LCSG represents that the issuance and delivery of the Options and
            execution and delivery of the Registration Rights Agreement have
            been duly authorized by all necessary corporate action, that it has
            reserved for issuance a sufficient number of shares of LCSG Common
            Stock issuable upon exercise of the Options, that all of such shares
            have been duly authorized, and when the Options are exercised and
            the exercise price has been paid, will be fully paid and
            non-assessable.

      6.3   The Parties will be jointly and severally responsible for any
            liabilities of or claims against either of them arising from the
            conduct of the Marketing Program, provided the Party whose
            activities give rise to the claim conducted such activities in
            accordance with the approved Sales Programs and Marketing Materials.


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      6.4   Each Party will indemnify the other Party and hold the other Party
            harmless from any liability, cost or expense arising solely from a
            breach of its representations and warranties in Paragraphs 6.1 or a
            breach by the Party of its obligations under paragraph 6.2.

      6.5   A party entitled to indemnification under this Agreement shall be
            referred to hereafter as an "Indemnified Party" and a party
            obligated to provide indemnification shall be referred to hereafter
            as an "Indemnifying Party". If at any time an Indemnified Party
            shall claim indemnification from an Indemnifying Party for any Loss
            or, in the reasonable judgment of the Indemnified Party, for what,
            in the future, may result in a Loss ("Anticipated Loss") due to the
            filing, at or before the time of such claim, of an action, claim or
            suit with an arbitrator, mediator, court or other governmental
            entity as to which the Indemnified Party is entitled to
            indemnification under this Agreement ("Claim"), then the Indemnified
            Party shall promptly send written notice of the same (a "Notice of
            Claim") to the Indemnifying Party describing such Claim in
            reasonable detail. A Notice of Claim shall specify the basis for
            such Claim supported by relevant information and documentation.

            6.5.1  If the Indemnifying Party shall allege that the Indemnified
                   Party is not entitled to indemnification with respect to such
                   Claim, it shall give written notice of such objection (a
                   "Notice of Objection") to the Indemnified Party within 15
                   business days after receipt by the Indemnifying Party of the
                   Notice of Claim, specifying the basis of the objections. If
                   the Indemnifying Party does not give a Notice of Objection
                   within such 15 business days, or shall have agreed to pay
                   such Claim in whole or in part within such 15 business-day
                   period, the Indemnifying Party shall thereupon be liable for
                   the payment of all Losses relating to such Claim, except as
                   otherwise provided in Section 6.4.2 herein.

            6.5.2  In the event that the Indemnified Party shall have timely
                   given a Notice of Objection in whole or in part to any Notice
                   of Claim, during the 20-day period following that date, the
                   Indemnified Party and the Indemnifying Party shall privately
                   attempt to resolve the Claim. If the Indemnified Party and
                   the Indemnifying Party shall have failed to resolve or
                   compromise or agree to postpone resolution of the Claim
                   within such 20-day period, then the Claim shall be settled by
                   arbitration in New York, New York (the place in which the
                   arbitration is to be held shall be referred to as the
                   "Arbitration Venue"), as determined by the three arbitrators
                   referred to in Paragraph 6.4.3 below, in accordance with the
                   rules of the American Arbitration Association and the
                   procedures set forth below.

            6.5.3  Each of (A) the Indemnified Party and (B) the Indemnifying
                   Party shall appoint one arbitrator, and the two arbitrators
                   so appointed shall then together appoint a third arbitrator
                   ("neutral arbitrator") from a list of persons supplied by the
                   American Arbitration Association in the Arbitration Venue. If
                   one party shall fail to appoint the arbitrator to be
                   appointed by it within 15 days after the end of the 20-day
                   period provided for in Section 6.4.2 above, the arbitrator
                   appointed by the other party shall select from a list of
                   persons supplied by the American Arbitration Association a
                   person who shall serve as the single neutral arbitrator for
                   purposes of the arbitration. If each party shall have
                   appointed one arbitrator, but such designees cannot agree on
                   the person to act as the neutral arbitrator within a period
                   of 15 days after the appointment of the second arbitrator,
                   then either party may apply to the American Arbitration
                   Association in the Arbitration Venue, which shall appoint a
                   neutral arbitrator. The arbitrators shall conduct the
                   arbitration with all reasonable dispatch in accordance with
                   the rules of the American Arbitration Association, provided,
                   however, that the parties to such arbitration shall take such
                   action and execute such instruments as shall be necessary to
                   cause the rules of civil procedure of the state in which the
                   Arbitration Venue is located pertaining to pre-trial
                   discovery to be applicable in respect of such proceeding. The
                   arbitrators shall render a written award (the "Award") which
                   shall be delivered to the Indemnified Party and the
                   Indemnifying Party. An Award hereunder may be used as a basis
                   for the entry of


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                   judgment in any jurisdiction. In the event the parties have
                   submitted a Claim for an Anticipated Loss to arbitration
                   under this Section 6 then the arbitrators may, in their sole
                   discretion, postpone resolution of the Claim until the time
                   which they have determined, in their sole discretion, to be
                   the time when such Anticipated Loss shall have occurred or
                   passed.

            6.5.4  Prior to making the Award, the arbitrators shall direct the
                   Indemnified Party and the Indemnifying Party to submit
                   statements describing any element of Loss or Anticipated Loss
                   as to which a Claim is made that is attributable to
                   attorneys' fees, disbursements, and any similar costs
                   incident to such Loss or Anticipated Loss, supported by
                   affidavits showing that such costs actually have been or are
                   likely to be incurred, and all such attorneys' fees,
                   disbursements and other costs shall be apportioned as
                   determined by the arbitrators. All fees of the arbitrator and
                   administrative expenses of the American Arbitration
                   Association shall be treated as costs for purposes of this
                   Section 6. As a part of each Award made pursuant to this
                   Agreement, the arbitrators shall allow interest thereon
                   (other than on the portion of the Award representing
                   attorneys' fees, disbursements and costs) from the date of
                   the Loss or the date the Anticipated Loss becomes a Loss to
                   the date of payment at the rate of 10% per annum.

            6.5.5  The Award shall be a conclusive determination of the matter
                   and shall be binding upon the Indemnified Party and the
                   Indemnifying Party, and shall not be contested by either of
                   them. The Indemnifying Party shall satisfy its obligations to
                   pay an Award in cash.

            6.5.6  If the subject of a Claim involves a third-party claim which
                   has not yet been determined, the arbitrators may in their
                   discretion make a separate determination solely as to whether
                   the third-party claim is one for which indemnification may be
                   had or may defer a determination as to whether
                   indemnification may be had pending the further development of
                   information as to the nature of the third-party claim. If the
                   arbitrators determine that the third-party claim is not
                   subject to indemnification, they shall set forth the basis of
                   his decision in detail, which decision shall be deemed to be
                   an "Award" hereunder.


                                       9
<PAGE>

            6.5.7  If the Indemnified Party requests that the Indemnifying Party
                   defend it against a Claim involving an Anticipated Loss, then
                   the Indemnifying Party may, at its option, assume the defense
                   of the Indemnified Party against such Claim (including the
                   employment of counsel, who shall be counsel satisfactory to
                   the Indemnified Party,) and the payment of expenses. If the
                   Indemnified Party does not request the Indemnifying Party to
                   defend it against such Claim or the Indemnifying Party fails
                   to assume the defense of such Claim within a reasonable time
                   after having been requested by the Indemnified Party to
                   assume the defense, then the Indemnified Party shall have the
                   right to defend himself in any such action and, if
                   appropriate under Section 4(a) above, be indemnified for his
                   costs and fees of defense by the Indemnifying Party. The
                   Indemnified Party, at its own cost, may employ separate
                   counsel to assert, based on an opinion of counsel to the
                   Indemnified Party, one or more legal defenses available to it
                   which are different from or additional to those available to
                   such Indemnifying Party; the Indemnifying Party shall not
                   have the right to direct the defense of such action on behalf
                   of the Indemnified Party in respect of such different or
                   additional defenses. The Indemnifying Party shall not be
                   liable to indemnify the Indemnified Party for any settlement
                   of any such action or claim effected without the consent of
                   the Indemnifying Party, but if settled with the written
                   consent of the Indemnifying Party, or if there be a final
                   judgment for the plaintiff in any such action, the
                   Indemnifying Party shall indemnify and hold harmless the
                   Indemnified Party from and against any Loss by reason of such
                   settlement or judgment and the Indemnifying Party shall
                   thereupon be liable for the payment of such Loss.

      6.6   The provisions of this Section 6 shall survive the termination of
            this Agreement.

7     Term; Termination.

      7.1   The term of this Agreement shall commence on the date hereof and
            continue for two (2) years thereafter, unless sooner terminated in
            accordance with this Agreement.

      7.2   Either Party may terminate this Agreement in the event of a default
            by the other Party in the performance of any of its material
            obligations under this Agreement which is not cured within thirty
            (30) days after notice of such default has been given to the Party
            alleged to be in default by the other Party.

      7.3   Either Party may give the other Party notice of its intention to
            terminate this Agreement if at least one (1) Sales Program is not
            being conducted during any twelve (12) month period after the date
            hereof, and if a Sales Program is not approved or conducted within
            the sixty (60) day period following such notice, the Party giving
            the notice may terminate this Agreement on notice to the other
            Party.

      7.4   Either Party may terminate this Agreement upon notice to the other
            Party if an "Event" occurs with respect to the other Party. For
            purposes of this paragraph, an "Event" shall mean:

            7.4.1  a Party liquidates, winds up its business, dissolves or
                   terminates it existence;

            7.4.2  any voluntary proceeding by a Party is commenced under any
                   chapter of the Federal Bankruptcy Code or other law relating
                   to bankruptcy, bankruptcy reorganization, insolvency or
                   relief of debtors, or any such proceeding is commenced
                   against a Party and such proceeding is not dismissed within
                   sixty (60) days from the date on which it is filed or
                   instituted; or a Party shall make an assignment for the
                   benefit of creditors or admit in writing its inability to pay
                   its debts as they mature or that it is otherwise insolvent.


                                       10
<PAGE>

8     Miscellaneous.

      8.1   Assignment. Neither Party may assign its rights and obligations
            under this Agreement without the consent of the other Party.

      8.2   Notices. Any notice or other communications required or permitted
            hereunder shall be in writing and shall be deemed effective (a) upon
            personal delivery, if delivered by hand and followed by notice by
            mail or facsimile transmission; (b) one day after the date of
            delivery by Federal Express or other nationally recognized courier
            service, if delivered by priority overnight delivery between any two
            points within the United States; or (c) five days after deposit in
            the mails, if mailed by certified or registered mail (return receipt
            requested) between any two points within the United States, and in
            each case of mailing, postage prepaid, addressed to a party at its
            address first set forth above, or such other address as shall be
            furnished in writing by like notice by any such party.

      8.3   Waiver. No waiver by a party of any breach of this Agreement by the
            other shall be deemed to be a waiver of any preceding or subsequent
            breach.

      8.4   Entire Agreement. This Agreement contains the entire understanding
            of the parties hereto with respect to the subject matter contained
            herein.

      8.5   No Third Party Beneficiaries. Each party hereto intends that this
            Agreement shall not benefit or create any right or cause of action
            in or on behalf of any person other than the parties hereto and the
            other persons executing this Agreement.

      8.6   "Force Majeure". Neither Party shall be considered to be in default
            in the performance of any obligations under this Agreement when a
            failure of performance shall be due to an uncontrollable force. The
            term "uncontrollable force," as used in this Agreement, shall mean
            an unanticipated event which is not reasonably within the control of
            the affected Party and which by exercise of reasonable due
            diligence, such affected Party could not reasonably have been
            expected to avoid, overcome or obtain or cause to be obtained a
            commercially reasonable substitute therefor. Such causes may
            include, without limitation, the following: flood, earthquake,
            tornado, storm, fire, explosion, public emergency, civil
            disobedience, labor dispute, labor or material shortage, sabotage,
            restraint by court order or public authority (whether valid or
            invalid), and action or non-action by or inability to obtain or keep
            the necessary authorizations or approvals from any governmental
            agency or authority; however, no Party shall be relieved of its
            obligations hereunder, if its failure of performance is due to
            removable or remediable causes which such Party fails to remove or
            remedy using commercially reasonable efforts within a reasonable
            time period. Either Party rendered unable to fulfill any of its
            obligations under this Agreement by reason of an uncontrollable
            force shall give prompt notice of such fact to the other, followed
            by written confirmation of that notice, and shall exercise due
            diligence to remove such inability with all reasonable dispatch. The
            provisions of this paragraph, however, shall not affect a Party's
            right to terminate this Agreement under the provisions of Paragraph
            6.3 above.

      8.7   Limitation of Liability. The exclusive measure of damages
            recoverable from claims arising from, under or in connection with
            the Agreement, whether arising by negligence, intended conduct or
            otherwise shall be limited to actual damages only and such damages
            shall be the sole and exclusive remedy hereunder and all other
            remedies or damages are waived. In no event shall any Party be
            liable for any incidental, consequential, punitive, exemplary or
            indirect damages, lost profits or other business interruption
            damages, lost or prospective profits, in tort, contract or
            otherwise. The provisions of this Paragraph 7.6 shall survive the
            termination of this Agreement.

      8.8   Amendment. This Agreement may not be changed orally, but only by an
            agreement in writing signed by the Party or parties to be charged
            thereby.


                                       11
<PAGE>

      8.9   Governing Law; Jurisdiction. This Agreement shall be governed by and
            construed in accordance with the law of New York, including its
            choice of law rules. Any judicial proceeding brought against any of
            the parties to this Agreement on any dispute arising out of this
            Agreement or any matter related hereto shall be brought in the
            courts of the State of New York in New York County or in the United
            States District Court for the Southern District of New York, and, by
            execution and delivery of this Agreement, each of the parties to
            this Agreement accepts for itself the jurisdiction of the aforesaid
            courts, irrevocably consents to the service of any and all process
            in any action or proceeding by the mailing of copies of such process
            to such Party at its address provided for the giving of notices
            under Section 13(c) above, and irrevocably agrees to be bound by any
            judgment rendered thereby in connection with this Agreement. Each
            Party hereto irrevocably waives to the fullest extent permitted by
            law any objection that it may now or hereafter have to the laying of
            the venue of any judicial proceeding brought in such courts and any
            claim that any such judicial proceeding has been brought in an
            inconvenient forum.

      8.10  No Partnership or Agency. This agreement does not constitute a joint
            venture or partnership by the parties, and each Party is entering
            into this Agreement as a principal and not as an agent of the other.

      8.11  Severability. This Agreement is intended to be performed in
            accordance with, and only to the extent permitted by, all applicable
            laws, ordinances, rules and regulations. In case any one or more of
            the provisions contained in this Agreement or any application
            thereof shall be invalid, illegal or unenforceable in any respect,
            the validity, legality and enforceability of the remaining
            provisions contained herein and any other application thereof shall
            not in any way be affected or impaired thereby, and the extent of
            such invalidity or unenforceability shall not be deemed to destroy
            the basis of the bargain among the parties as expressed herein, and
            the remainder of this Agreement and the application of such
            provision to other Persons or circumstances shall not be affected
            thereby, but rather shall be enforced to the greatest extent
            permitted by law.

      8.12  Section Headings. The section headings appearing in this Agreement
            are for convenience of reference only and are not intended, to any
            extent or for any purpose, to limit or define the text of any
            section.

      8.13  Counterparts. This Agreement may be executed in several counterparts
            and all counterparts so executed shall constitute one agreement
            binding on all the parties hereto, notwithstanding that all the
            parties are not signatory to the original or the same counterpart.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized officers as of the date first written above.

Quintel Communications, Inc.

By:
         Name:
         Title:


LCSG GOLF, INC.

By:
         Name:
         Title:


                                       12
<PAGE>

                                  SCHEDULE 1.5

                           Exclusive Quintel Products

Long distance telephone service
cellular telephone service
satellite dishes
mortgages
credit cards


                                       13
<PAGE>

                                  SCHEDULE 1.9

                                  LCSG WEBSITES

golfuniverse.com
golfpromo.net
playgolfnow.com
universecybermall.com


                                       14
<PAGE>

                                   SCHEDULE 4

                               Option Certificate


                                       15
<PAGE>

                                  SCHEDULE 4-1

                          Registration Rights Agreement


                                       16