L90, INC.
                           2020 SANTA MONICA BOULEVARD
                                    SUITE 400
                             SANTA MONICA, CA 90404


            INTERNET ADVERTISING AND AD SERVING AGREEMENT FOR ZONFIRE


Company:          Angel Audio                         Contact: _Penny Green
Address:          _1200 -1130 West Pender             Phone:  _877-711-3535
                  _Vancouver, BC  V6E 4A4             Fax:


Payment                                               Contact:
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Address                                               Phone:
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(if different)                                        Fax:
                  --------------------------------

Website(s)
Name:             _angelaudio                         Effective
                             ---------------------
URL:              _www.angelaudio.com                 Date:       __July 6, 2000
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1. Appointment; Exclusive Distributor.

     A. L90, Inc., a Delaware corporation ("L90"), purchases advertising space
on web sites from, and performs online ad management services for, web site
publishers. The web site publisher named above (the "Company") desires to sell
its advertising space to L90 and to engage L90 to perform ad management services
under the terms and conditions contained herein.

     B. Company hereby appoints L90 as a distributor of advertising space (the
"Inventory") on the Website(s) listed above (collectively, the "Websites")
during the term of this Agreement. Company further agrees that at L90's option,
any Websites which are hereafter owned or controlled by Company shall become
part of the term "Website" for purposes of this Agreement.

     C. The parties agree that Company at the time of execution of this
Agreement shall be regarded as a Zonfire site partner. As such, the specific
services to be provided by L90 to Company are provided in Exhibit A.

2. Definitions. Unless otherwise defined herein or unless the context otherwise
requires, capitalized terms used herein shall have the respective meanings set
forth in Exhibit B hereto.

3. L90/Zonfire Services. During the term of this Agreement.

     A. L90 will use its diligent efforts to resell to its customers Inventory
purchased from Company.



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     B. L90 may use the following primary types of sales strategies to fulfill
its obligations under this Agreement:

          (i) L90R&E: L90 may sell Inventory on the Websites on a pure network
     basis. L90 will report post-buy Impressions and click data on a network
     basis and not on the basis of specific web sites, including the Website.

          (ii) L90D.m (Direct Marketing): L90 may sell direct marketing
     programs, including, without limitation, eNewsletter sponsorships, Opt-in
     promotional emails (List Rental), pop-up boxes, interstitials, and
     registration "opt-in" boxes (including name acquisition sales). All web
     sites are included when ad inventory is available.

     C. During the term of this Agreement, L90 shall provide to Company standard
adMonitor services, including ad serving, management of ad traffic and other
statistical information.

4.   Obligations of Company. During the term of this Agreement.

     A. Company agrees to make available for sale to L90 all Inventory.

     B. Company will provide L90 with such services and other assistance as are
necessary to facilitate L90's performance of its obligations under this
Agreement.

     C. Company will assign, and keep available, one of its employees as a
primary contact person to assist in company's performance of its obligations
hereunder.

     D. Company represents and warrants to L90 that company (i) owns and has the
unrestricted right to communicate and publish the Websites and conduct business
on the World Wide Web at its internet address and in connection therewith to use
all service marks and trade names and in so doing is not acting in conflict with
any patent, trademark, service mark, trade name, copyright, trade secret,
license or other proprietary right with respect thereto, and (ii) Company has
not received any communication from any third party that the Websites or the
conduct Company's business is in violation of any law, rule or regulation or in
conflict with any patent, trademark, service mark, trade name, copyright, trade
secret, license or other proprietary right with respect thereto.

     E. Advertising Guidelines and Restrictions Company agrees to accept
Advertisements from all Advertisers, except those advertisers within the
industries specified below:

                      Restricted Industries

                      Adult Advertising, Alcohol, Tobacco

     F. Rate Card and Bottom Pricing: the market pricing with respect to the
Advertisements on the Websites shall be determined by L90 in its sole
discretion. Company agrees to accept cost per click and impression sales at any
level, and both parties acknowledge and agree that sales with higher CPM's or
costs per click shall have priority. The parties


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acknowledge that L90 R&E network sales employ the lowest relative CPM and/or
cost per click, while L90 Premium sales employ the highest relative CMP and/or
cost per click.

     G. Company shall include in its Websites information relating to how
potential Advertisers may advertise on the Websites, and Company shall list L90
and L90's contact information in such advertiser information area.

     H. Company agrees to code the pages of its Websites with the HTML tags
provided by L90 which enable L90 to serve Advertisements. Company further agrees
to maintain on its Websites during the term of this Agreement all HTML tags
necessary for L90 to serve Advertisements. Company shall not remove any such L90
HTML tags from the pages of its Websites.

     I. Company shall be solely responsible for obtaining all necessary rights,
licenses, consents, waivers and permissions from the Advertisers and others to
allow L90 to store and deliver the Advertisements and otherwise operate L90's
adMonitor technology on company's behalf and on behalf of the Advertisers, and
to use any data provided to or collected by using the admonitor technology.

     J. Company agrees that all Advertisements on Company's Websites shall be
served using L90's adMonitor technology.

5.   Invoicing and Payment

     A. For purposes of this Agreement, "Service Sales" shall mean L90 (i)
Advertising Sales, (ii) Revenue-Shares Sales, (iii) Name Acquisition sales, (iv)
Sponsorship Sales, (v) Barter Sales and (vi) L90 d.M. Sales. With respect to
each of the categories of "Service Sales," the sales amounts shall be net of all
applicable sales, use, privilege and excise and similar taxes, and agency
commissions or charges and duties assessable upon or in connection with such
sales.

     B. No later than the 15th day of each month, L90 will pay Company sixty
percent (60%) of all Service Sales amounts collected by L90 during the preceding
month, provided, however, that in no event shall L90 be obligated to pay Company
any Service Sales amounts collected by L90 if L90 has already paid Company
pursuant to the immediately following sentence with respect to such Service
Sales. For uncollected amounts in respect to Service Sales, L90 will pay Company
sixty percent (60%) of such uncollected amounts within ninety (90) days after
the end of the month during which the Advertisements relating to such Service
Sales were delivered to the Websites.

6. Confidentiality. Each of L90 and Company agrees to keep confidential and each
shall not, without the prior written consent of the other, disclose in any
manner whatsoever, in whole or in part, any of the terms of this Agreement or
any information, whether written or oral, furnished by the other party,
including all analyses, compilations, forecasts, plans, drawings,
specifications, design, software, studies or other documents that contain or
otherwise reflect such information or that are intended to remain confidential,
except as necessary for either party to enforce its rights under this Agreement,
or pursuant to a subpoena or any legal process, or as otherwise may be required
by applicable law.



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7. Term and Termination

         The term of this Agreement shall continue in perpetuity; provided,
however, that either party may terminate this Agreement for any reason or no
reason at all upon 60 days written notice to the other party. Notwithstanding
the foregoing sentence, either party shall have the right to immediately
terminate this Agreement in the event the other party commits a material breach
which is not cured within thirty (30) days of its receipt of notice from the
non-breaching party of such breach. In the event this Agreement is terminated
(other than for a breach of this Agreement by L90), Company hereby acknowledges
and agrees that all Service Sales made prior to the termination date of this
Agreement (the duration of the schedules or campaigns of which extend beyond the
date of termination of this Agreement) shall continue in full force and effect
for the duration of the term of such Service Sales and the provisions of this
Agreement shall survive with respect to such Service Sales. In the event this
Agreement is terminated, if L90 has entered into agreements with Advertisers
("Advertising Agreements") for the delivery of Advertisements on the Websites
(the duration of which Advertising Agreements extend beyond the date of
termination of this Agreement) and Company or a third party (other than L90)
continues to deliver Advertisements after the termination of this Agreement,
then Company shall pay L90 forty percent (40%) of the revenues derived from the
continued delivery of the Advertisements by Company or such third party as
consideration for L90's solicitation and procurement of the Advertiser. Such
payments by Company or such third party shall be payable on a monthly basis
until such Advertising Agreement terminates. Sections 4 through 9 and 14 through
23 hereof shall survive the termination of this Agreement.

8. Warranty Disclaimer; Limitation of Liability

     L90 makes no warranties of any kind, whether express or implied, as to the
subject matter of this Agreement, including any warranty of merchantability or
fitness for a particular purpose. L90 shall not be liable for the actions or
omissions of any Advertiser in connection with such advertiser's utilizing any
advertising space on the Websites, nor for the content of any such Advertiser's
Banner or other advertising materials. L90 shall not be liable for any
unavailability or inoperability of the Internet, technical malfunction, computer
error, corruption or loss of information. IN NO EVENT SHALL L90 BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING
OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND
WHETHER OR NOT L90 HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, IN NO EVENT WILL
L90'S LIABILITY HEREUNDER EXCEED THE TOTAL REVENUES RECORDED ON THE BOOKS OF L90
(LESS ANY REVENUES RECORDED FOR ADVERTISING NOT YET SOLD), NET OF PAYMENTS TO
THE COMPANY.

     Should L90 be obstructed, accelerated, incur loss of efficiency in
productivity or be delayed in the commencement, prosecution, or completion of
the services, without fault on its part, by the act, failure to act, direction,
order, neglect, delay, or default of Company, Company's agents or employees or
any other entity or person employed at Company's premises, or by changes in the
services, or by reason of fire, lightning, earthquake, enemy action, act of God,
or similar catastrophe, or by government restrictions in respect of materials or
labor, or by a strike or lockout beyond L90's reasonable control, then L90 shall
be entitled to an extension of


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time for a period equivalent to the actual time lost by reason of any or all of
the causes aforesaid. Company expressly agrees not to make, and hereby waives,
any claim for damages, including those resulting from increased supervision,
labor or material costs, on account of any delay, obstruction, or hindrance for
any cause whatsoever, including, but not limited to, the aforesaid causes, and
Company expressly agrees that its sole right and remedy therefor shall be an
extension of time.

9. Indemnification.

     A. Company shall indemnify, defend and hold harmless L90, L90's
subsidiaries and affiliates, and the respective partners, agents, officers,
directors and employees of each of the foregoing, from and against any loss,
cost, expense, claim, injury or damage (including, without limitation,
reasonable attorneys' fees and expenses), whether incurred due to third party
claims or otherwise, arising or resulting from or caused by (i) any negligent
act or omission or willful misconduct of Company or any consultant or engineer
retained by Company, or any of its or their partners, directors, officers,
employees, or agents; (ii) any breach or default by Company in the performance
of any of its obligations under this Agreement; (iii) any breach of any
representation, warranty, covenant or agreement by Company; or (iv) any
transactions with Users, including without limitation any purchases by such
Users of products or services sold on the Website.

     B. Subject to the provisions of Section 8 above, L90 shall indemnify,
defend and hold harmless Company from and against any loss, cost, expense,
claim, injury or damage (including, without limitation, reasonable attorneys'
fees and expenses), whether incurred due to third party claims or otherwise,
arising or resulting from or caused by (i) any negligent act or omission or
willful misconduct of L90; (ii) any material breach or default by L90 in the
performance of any of its obligations under this Agreement; or (iii) any
material breach of any representation, warranty, covenant or agreement by L90.

10. Expenses. Each party shall be solely responsible for all of its expenses
incurred in connection with the performance of its duties hereunder, including
telephone, fax, travel and client entertainment.

11. Press Releases; Marketing. Company and its affiliates will consult with L90
and obtain its prior written consent before issuing any press or other release
or otherwise making any other public statement with respect to the transactions
contemplated hereby or any worthy advertising programs that are developed and
sold by L90 on behalf of the Websites. L90 retains the right to refer to Company
(including the reproduction of screen shots of pages of the Websites) in L90's
web sites, press releases and marketing materials.

12. Assignment. Neither party hereto may assign this Agreement, or any of its
rights and obligations hereunder, in whole or in part, without the consent of
the other party, and any such attempted assignment shall be void; provided
however, that, upon written notice to the other party, a party hereto may (a)
grant to a third party a security interest in this Agreement, or any of such
party's rights and obligations hereunder, without the consent of the other
party, or (b) assign this Agreement, or any of such party's rights and
obligations hereunder, to a subsidiary or


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affiliated company of such party without the consent of the other party or (c)
assign this Agreement, or any of such party's rights and obligations hereunder,
to a third party in connection with the sale of all or substantially all of the
assets or capital stock of such party without the consent of the other party.

13. Notices. Any notices or other communications required or permitted to be
given or delivered under this Agreement shall be in writing (unless otherwise
specifically provided herein) and shall be sufficiently given if delivered
personally, with a signed receipt therefor, or by reputable overnight delivery
service, or mailed by prepaid certified mail, return receipt requested, or
telefaxed with written confirmation, to the address of the parties set forth on
the front page of this Agreement. Notices shall be deemed to have been given on
the date delivered, if delivered, or on the second business day after mailing,
if mailed. Either party, upon notice to the other party given in accordance with
this Section 13 may modify its address for notices set forth in this Section 13.

14. Cumulative Remedies; No Waiver. The remedies of L90 provided for in this
Agreement are cumulative and shall be in addition, to, and not in limitation of,
the rights and remedies which may be available to L90 at law or in equity.
Notwithstanding any course of dealing or the failure of either party strictly to
enforce any term, right or condition of this Agreement, no term, right or
condition hereof shall be deemed waived and no breach excused, unless such
waiver and consent shall be in writing and signed by the party claimed to have
waived or consented. No consent by any party to, or waiver of, a breach by the
other party shall constitute a consent to, waiver of, or excuse for any other
different or subsequent breach.

15. Successors and Assigns. Subject to Section 12, this Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective legal representatives, and permitted successors and assigns.

16. Entire Agreement. This Agreement, together with the exhibits attached
hereto, represents the entire and integrated agreement between L90 and Company
and supersedes all prior negotiations, representations or agreements, either
written or oral. This Agreement may be amended only by a written instrument
signed by bother L90 and the Company.

17. Applicable Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to choice of
law principles. Each party hereby submits to the exclusive jurisdiction of the
United States District Court for the Central District of California and of any
California state court sitting in the City of Los Angeles, California, for
purposes of all legal proceedings arising out of or relating to this Agreement
and the subject matter hereof. Each party irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in any such court and any
claim that any such proceeding brought in such a court has been brought in an
inconvenient forum.

18. Legal Fees. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs and expenses, in addition to any other relief
to which such party may be entitled.



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19. Severability. If any provision of this Agreement or the application thereof
to any person or situation to any extent shall be held invalid or unenforceable,
the remainder of this Agreement, and the application of such provision to
persons or situations other than those to which it shall have been held invalid
or unenforceable, shall not be affected thereby, but shall continue to be valid
and enforceable to the fullest extent permitted by law.

20. Waiver of Jury Trial. EACH PARTY HERETO WAIVES ITS RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE
SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS. THIS SECTION 20 HAS BEEN DISCUSSED BY EACH OF THE PARTIES
HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY
HERETO HEREBY FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS
WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH
ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR
MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. IN THE EVENT OF LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY
THE COURT.

21. Privacy. Company agrees to post on its Websites an easy-to-understand
privacy policy linked to the Websites' home page that (i) identifies the
collection and use of information gathered in connection with both L90's ad
serving activities and Company's delivery of content and (ii) offers users the
opportunity to opt out from such collection and use. A link to L90's privacy
policy shall satisfy Company's disclosure requirement pursuant to this Section
21 with respect to the collection and use of information gathered in connection
with L90's ad serving activities, as well as the procedure for opting out of
L90's collection and use of such information.

22. Relationship. The relationship between L90 and Company shall be that of
buyer and seller, respectively. Nothing in this Agreement shall be deemed to
create or construed as creating a joint venture or partnership between the
parties. Neither party is, by virtue of the Agreement or otherwise, to be
considered the agent or representative or the other party. Neither party shall
have the right to bind the other contractually in any respect whatsoever.

23. Proprietary Rights. Company acknowledges that L90 shall retain all
proprietary rights in the adMonitor technology (including all software, source
codes, modifications, updates and enhancements thereof), the name "L90" or any
derivatives thereof, and any other trademarks and logos which are owned or
controlled by L90 a perpetual, worldwide, non-exclusive, royalty-free



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license to collect and use for L90 business purposes information gathered by L90
in connection with ad delivery to the Websites.

         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the date first written above.



                                   L90, INC.



                                   By:   /s/ Nina Joshi
                                        --------------------------------------
                                        --------------------------------------
                                        Name: Nina Joshi
                                        Title:     Business Development Manager
                                        Telefax No.:


                                   COMPANY:

                                   [____________ angelaudio.com________________]


                                   By:  /s/ Riz Alikhan
                                        -------------------------------
                                        Name:      Riz Alikhan
                                        Title:     C.E.O.
                                        Telefax No.:      604-642-6474


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                                                                  Exhibit "B" to
                                                                     NJ00-1007-B

                                   DEFINITIONS

         "Advertisement" means material or message in any format that promotes
an Advertiser's brand or products or services.

         "Advertiser" means a person or entity that provides Advertisements,
whether directly or indirectly or through its advertising agency, to promote
itself, its brands or the products or services it offers.

         "Banner" means an Advertisement and its contents that appear on the
Websites.

         "CPM" means Cost per Thousand Impressions.

         "Impression" means an appearance by a Banner on the Websites resulting
from a user accessing or visiting the Website.

         "Non-Allocated Inventory" means all advertising space on the Websites
other than Pre-Allocated Inventory.

         "User" shall mean any person or entity that accesses the Websites.

         "Service Sales" shall have the following meaning, without duplication:

         (i)      "Advertising Sales" means all sales of Banners on the Website.

         (ii)     "Name Acquisition Sales" means all advertising where the
                  Company or L90 is paid to increase an Advertiser's database of
                  names and/or addresses.

         (iii)    "Revenue-Share Sales" means all sales generated by the sale of
                  products on the Websites via click-through Advertisements sold
                  by L90.

         (iv)     "Barter Sales" With Company's consent, L90 may enter into
                  agreements ("Barter Agreements) with it's other web publishing
                  clients ("Web Publishers"), pursuant to which such Web
                  Publishers purchase company Inventory from L90 in exchange for
                  Company's right to purchase advertising space of such Web
                  Publishers having equivalent value to the Company Inventory
                  purchased. "Barter Sales" shall include all revenue from sales
                  to Web Publishers under any such Barter Agreements in an
                  amount equal to that revenue that would otherwise be
                  receivable from comparable Service Sales of such Company
                  inventory to Advertisers.

         (v)      "eNewsletter Sales" shall include all sales of Advertisements,
                  text and HTML, inserted into a Web publisher's email
                  newsletter.

         (vi)     "Opt-in Emails (List Rental) Sales" shall include all sales to
                  an advertiser of a one-time promotional access to a
                  publisher's list of users that have elected (opted-in) to
                  receive promotional mailings, messages and communications.


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