EXHIBIT 10.4
                     ADMINISTRATION AND MARKETING AGREEMENT


       THIS  ADMINISTRATION AND MARKETING AGREEMENT is made and entered into and
effective  this  ___ day of  December,  2000,  by and  between  Capston  Network
Company,  a  Delaware   corporation  with  an  office  1612  N.  Osceola  Avenue
Clearwater,  Fl 33755,  hereinafter  called  "Manager," Win or Lose  Acquisition
Corporation,  a Delaware  corporation  with an office at 1612 N. Osceola  Avenue
Clearwater,  Fl 33755,  hereinafter  called the "Company," and John L. Petersen,
Rachel A. Fefer and Mark R. Dolan,  who  collectively  own 100% of the Company's
issued and outstanding common stock and are hereinafter called the "Founders.".

                                W I T N E S S E T H

       WHEREAS,  the Company is a newly organized Delaware  corporation that has
been  formed for the  purpose of  conducting  a  registered  public  offering of
securities and subsequently  attempting to negotiate a business combination with
another company that has both business history and operating assets; and

       WHEREAS,  the Founders  collectively  purchased  1,500,000  shares of the
Company's common stock (the "Founders Shares") for $45,000 in cash in connection
with the organization of the Company; and

       WHEREAS,  the Company has not engaged in any business  activities to date
and has no specific  plans to engage in any  particular  business in the future;
and

       WHEREAS,  the Company intends to file a Form S-1  Registration  Statement
under the Securities Act of 1933 for a public  offering of securities that will,
if  successful,  result in the  classification  of the Company as a "Blank Check
Company"  or  "Reporting  Public  Shell"  that can be used to effect a  business
combination with suitable privately-held enterprise (a "Target"); and

       WHEREAS,  Capston  has  significant  experience  in the  development  and
implementation  of reorganization  and business  combination plans in connection
with  other  public  shells and has  offered to (a) take such  actions as may be
necessary  to position  the Company for a business  combination  with a suitable
Target,  (b) manage the  administration of the Company's business affairs during
its search for an  acquisition  Target,  (c)  manage the  administration  of the
Company's  regulatory  compliance functions during its search for an acquisition
Target, and (d) assist in the negotiation of a business  combination between the
Company and a Target; and

       WHEREAS,  the parties hereto desire to enter into a formal  agreement for
the operation and management of the Company's affairs and the  implementation of
the Plan;

       NOW THEREFORE,  in  consideration  of the mutual covenants and agreements
herein contained, it is agreed that Capston shall provide certain administrative
and  marketing  services  for the  Company  in  accordance  with the  terms  and
provisions of this agreement, which are as follows, to-wit:

                                    Article I
                             Compensation to Manager

       1.1 As its sole  compensation  for services to be rendered in  connection
with the  development  and  implementation  of the Plan and the operation of the
Company pursuant to this agreement,  the Founders agree to pay a cash fee to the
manager equal to:

o 80% of the first $150,000 in cash proceeds from the sale of founders'  shares;
plus o 50% of the  second  $150,000  in  cash  proceeds  from  the  sale  of the
founders'  shares;  plus o 20% of any additional cash proceeds received from the
sale of the founders' shares.

Except as  specifically  provided in this  Agreement,  the Manager  shall not be
entitled to receive any direct or indirect cash  compensation  from the Company,
any common stock or other  securities of the Company,  or any options,  warrants
appreciation  rights  or  similar  instruments  that will or might  entitle  the
Manager to  receive  direct or  indirect  compensation  from the  Company in the
future.

                                   Article II
                                Powers of Manager

       2.1 Subject at all times to the supervision, direction and control of the
Company's  board of  directors,  Manager  shall  have all  necessary  power  and
authority to, manage,  supervise and administer the day-to-day  business affairs
of the Company and shall use reasonable commercial efforts to seek,  investigate
and, if the results of such investigation warrant,  assist in the negotiation of
a  business  combination  with  a  suitable  Target  that  seeks  the  perceived
advantages of a business combination with a Reporting Public Shell.

                                   Article III
                                   Operations

       3.1 The Manager shall  discharge all of its obligations to the Company in
a professional manner. The Manager shall maintain a competent professional staff
and the Company's board of directors shall, at all times,  have the authority to
approve or disapprove the Manager's proposed assignment of administrative  staff
to the affairs of the Company.  In connection  with all  operations on behalf of
the Company,  the Manager shall adhere to the standard of care that is customary
and usual in the activities of similarly  situated  Reporting  Public Shells who
are seeking to effect a business combination with a Target.

       3.2 The number of employees, the selection of such employee, the hours of
labor and the  compensation  for services to be paid any and all such  employees
shall be determined by Manager, and all such employees shall be the employees of
and paid by the Manager.

       3.3 The Manager shall retain such consultants,  subcontractors, employees
and agents as may be necessary to discharge the duties set forth in this Article
III in a prompt,  professional  and timely manner.  Except as  specifically  set
forth herein,  all fees, wages,  charges and expenses incurred by the Manager in
connection  with  the   performance  of  its  duties   hereunder  shall  be  the
responsibility  and  obligation  of, and paid by, the  Manager,  and the Manager
hereby  expressly  agrees to indemnify  and hold the Company  harmless  from and
against all costs and expenses, including attorney's fees, judgments and amounts
paid in  settlement,  which  may be paid  or  incurred  by any  such  person  in
connection with or as a result of any claim,  demand,  action or right of action
which in any way arises  from or relates to the  performance  of any duty of the
Manager under the terms of this Agreement.

                                   Article IV
                     Employment of Professionals and Finders

       4.1 In connection  with the  investigation  of potential  Targets and the
negotiation  of a business  combination  agreement with at Target  Company,  the
Manager shall be authorized,  subject to the approval of the Company's  Board of
Directors,  to retain such  attorneys,  accountants and other  professionals  to
represent  and assist the Company as the Manager  deems  reasonable  and prudent
under the  circumstances.  The fees of such  professionals  shall be  treated as
direct  operating  expenses  of the  Company  and paid by the  Company  from its
available cash resources.  Notwithstanding the generality of the foregoing,  the
Manager shall have no authority to bind the Company to any professional  service
agreement and all proposed  agreements  must be submitted to and approved by the
Company's Board of Directors.

       4.2 In connection  with the  investigation  of potential  Targets and the
negotiation  of a business  combination  agreement with at Target  Company,  the
Manager shall be authorized,  subject to the approval of the Company's  Board of
Directors,  to enter into such  agreements  with third party finders as it deems
reasonable  and  prudent  under  the  circumstances.   In  connection  with  the
engagement  of such  finders,  and  subject at all times to the  approval of the
Company's  Board of Directors,  the Manager may negotiate  fee  agreements  that
provide the payment of fees to unrelated  third party  finders who introduce the
Company to a suitable  Target.  All finder's  fees shall be treated as operating
expenses of the Company and paid by the Company  from its  available  resources,
provided,  however,  that no fees  may be paid to any  finders  retained  by the
Manager  without  the express  written  consent of both the  Company's  Board of
Directors and the management of the Target.

                                    Article V
                           Specific Duties of Manager

       5.1 The Manager shall have the primary  responsibility for conducting all
of the Company's  existing and proposed  operations  in a good and  professional
manner  with due regard for the rights  and  interests  of all of the  Company's
Stockholders In furtherance, and not in limitation of the foregoing, the Manager
shall:

         a.       Conduct all of the Company's existing and proposed  operations
                  in accordance  with  applicable law and the provisions of this
                  Agreement;

         b.       Conduct all of the Company's existing and proposed  operations
                  in a good and  workmanlike  manner as would a prudent  manager
                  under the same or similar circumstances;

         c.       Keep the Company's Board of Directors informed with respect to
                  all  operations  of  the  Company,  all  investigations  of or
                  negotiations  with  potential  Target  Companies,   all  other
                  matters which they are entitled to know under  applicable  law
                  and all additional  matters it deems to be important under the
                  circumstances;

         d.       Keep the Company's  Stockholders informed of all matters which
                  they  are  entitled  to  know  under  applicable  law  and all
                  additional   matters  it  deems  to  be  important  under  the
                  circumstances;

         e.       Keep the Company  and its  properties,  if any,  free from all
                  liens   and   encumbrances   occasioned   by  the   operations
                  contemplated hereby;

         f.       Retain at its sole  cost,  risk and  expense  such  employees,
                  experts and  consultants  as may be  necessary or desirable in
                  the  discharge  of the duties of the Manager set forth in this
                  Agreement;

         g.       Maintain  complete,  correct and accurate  books,  records and
                  accounts  and  furnish  to the  Company's  Board of  Directors
                  periodic reports in such detail as may be reasonably  required
                  to  permit  the  Company  to  fully  discharge  its  reporting
                  obligations under the Exchange Act and other applicable law;

         i.       Make all  information  concerning  the Company  available  for
                  inspection  by  the  Board  of  Directors  or  the  authorized
                  representatives of the Stockholders.

                                   Article VI
                               Payment of Expenses

       6.1 All  direct  costs  and  expenses  accruing  or  resulting  from  the
operation of the Company  pursuant to this agreement and the  implementation  of
the Company's business plan shall be paid from the existing capital resources of
the Company.

       6.2 In the event that the  available  cash  resources  of the Company are
insufficient  to  provide  for the  payment  of the  direct  costs and  expenses
incurred by Company, the Manager may, but shall not be obligated to advance such
funds to the Company.  If the Manager elects to advance funds to the Company for
any reason,  such advances shall be treated as unsecured  subordinated  loans to
the Company  that may only be repaid by a Target upon  completion  of a business
combination.  All such advances shall be fully subordinated to the rights of the
Company's  stockholders  under  Securities and Exchange  Commission Rule 419 and
shall not give rise to any legal,  equitable  or other claim that the Manager is
or may be entitled to  reimbursement  from the funds on deposit in the Company's
Rule 419 escrow.

       6.3 In the event that the  available  cash  resources  of the Company are
insufficient  to  provide  for the  payment  of the  direct  costs and  expenses
incurred by Company,  the Manager may ask the Founders to contribute  additional
cash to finance the ongoing operations of the Company.  The Founders may advance
such additional  funds at their sole  discretion,  but shall not be obligated to
do. If the Founders  elect to advance funds to the Company for any reason,  such
advances  shall be treated as unsecured  subordinated  loans to the Company that
may only be repaid by a Target upon  completion of a business  combination.  All
such  advances  shall be  fully  subordinated  to the  rights  of the  Company's
stockholders  under  Securities and Exchange  Commission  Rule 419 and shall not
give rise to any legal, equitable or other claim that the Founders are or may be
entitled to  reimbursement  from the funds on deposit in the Company's  Rule 419
escrow.

                                   Article VII
                              Rights of the Company

       7.1 The Company's Board of Directors shall have access to Manager and the
Manager's  employees  at all  reasonable  times to  inspect  and  supervise  the
operations of the Company and shall have access at all  reasonable  times to all
information  pertaining to the operation thereof.  Manager, upon request,  shall
furnish  the Board of  Directors  with any  information  that may be  reasonably
requested  pertaining  to  operations  of  the  Company,   including  copies  of
accounting  records,   correspondence,   due  diligence  materials  provided  by
potential  Targets,  and reports on the status of discussions  and  negotiations
with potential Targets. The Company's Board of Directors shall have the right to
inspect at all reasonable  times during business hours, the books and records of
Manager pertaining to the Company;  provided,  however, that Manager may destroy
or otherwise  dispose of any books and records relating to matters that are more
than seven years old, except records with respect to items in dispute.

                                  Article VIII
                              Liability of Manager

       8.1 The judgment and discretion of Manager  exercised in good faith shall
be the limit of the  liability  of Manager to  Company.  Manager  shall never be
liable to Company  for any act taken,  or omitted to be taken,  in good faith in
the performance of any of the provisions of this agreement. Manager shall not be
liable to Company  for any failure to perform or for any loss caused by strikes,
riots,  fires,  tornadoes,  floods or any other cause including  requirements of
governmental  agencies,  whether of like character or not, beyond the control of
Manager and which the exercise of reasonable diligence could not avoid.

                                   Article IX
                                     Notices

       9.1 All notices,  reports and correspondence  permitted or required to be
given to any party hereunder,  except as otherwise specifically provided herein,
shall be given in  writing  by U.S.  mail or by  telegram,  postage  or  charges
prepaid,  addressed  to such party at the address  listed  above.  Any party may
change  his or its  address by  appropriate  written  notice to the other  party
hereto.

                                    Article X
                  State and Federal Laws, Rules and Regulations

       10.1  All of the  terms  and  provisions  of this  agreement  are  hereby
expressly  made subject to all federal and state laws and to all valid rules and
regulations and orders of any duly constituted authority, having jurisdiction in
the  premises.  Manager  shall  prepare  and the  Company  shall  file  all such
applications,  notices,  reports and other information concerning the operations
of the Company as may be required  under the  Exchange  Act or other  applicable
law.  The  Manager at its sole cost,  risk and  expense  shall pay all costs and
expenses  incurred by Manager in preparing  periodic  and other  reports for the
benefit of the Company.  Notwithstanding  the foregoing,  all professional  fees
associated  with the  preparation  of the Company's  regulatory  reports and all
filing  fees  associated  therewith  shall be treated as direct  expenses of the
Company.  Nothing  herein  contained,  however,  shall  obligate  the Manager to
prepare any applications,  notices, reports and other information concerning the
operations  of the  Company  from  and  after  the  closing  date of a  business
combination transaction of the type contemplated by the Plan.

                                   Article XI
                                  Force Majeure

       11.1 If any  party  is  rendered  unable,  wholly  or in  part,  by force
majeure,  to carry out its  obligations  under  this  Agreement,  other than the
obligation  to make money  payments,  that party  shall the other  party  prompt
written notice of the force majeure, with reasonably full particulars concerning
it; thereupon, the obligation of the party giving the notice, so far as they are
affected by the force majeure,  shall be suspended  during,  but no longer than,
the  continuance  of the  force  majeure.  The  affected  party  shall  use  all
reasonable  diligence to remove the force  majeure as quickly as  possible.  The
term "force majeure" as here employed shall mean an Act of God, strike,  lockout
or other industrial disturbance,  act of the public enemy, war, blockade, public
riot,  lightning,   fire,  storm,  flood,  explosion,   governmental  restraint,
unavailability  of  equipment,   and  any  other  cause,  whether  of  the  kind
specifically  enumerated above or otherwise,  which is not reasonably within the
control of the party claiming suspension.

                                   Article XII
                                      Term

       12.1 Subject to other provisions  hereof,  this agreement shall remain in
full force and effect  until the earlier of (a) the  closing  date of a business
combination  transaction  of the  type  contemplated  by the  Plan,  or (b)  the
expiration of the 18 month period specified in Section 1.2 hereof, at which time
all powers and responsibilities of the Manager shall terminate.

                                  Article XIII
                                Other Provisions

       13.1   Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement, the following items pertaining to the management of the Company shall
not be considered as administrative  overhead,  and Manager shall be entitled to
make a direct charge to the Company or the Target Company for same:

     a.  Fees for  third-party  legal services,  costs and expenses  incurred in
         connection with  preparation and filing of a Current Report on From 8-K
         to reflect the  consummation of a business  combination  transaction of
         the type contemplated by the Plan.

     b.  Fees for third party  professional  and contract  services of personnel
         directly  connected with or engaged in the  consummation  of a business
         combination transaction of the type contemplated by the Plan, provided,
         however,  that all agreements with such professional  service providers
         or contract service  personnel shall be subject,  in all events, to the
         prior approval of the Company's Board of Directors.

       13.2 This agreement and of the terms and  provisions  hereof shall extend
to  and  be  binding  upon  the  parties   hereto,   their   respective   heirs,
representatives, successors and assigns, and shall be enforceable by the parties
in any court of competent jurisdiction.

                                   Article XIV
                         Representations and Warranties

       14.1 Organization and Qualification.  The Company is a corporation,  duly
organized,  validly  existing  and in good  standing  under the laws of State of
Delaware and has all requisite power and authority to own, lease and operate its
properties  and to carry on its  business as it is now being  conducted,  and is
duly qualified and in good standing to do business in each jurisdiction in which
the nature of the business  conducted  by it or the  ownership or leasing of its
properties makes such qualification necessary.

       14.2 Articles of  Incorporation  and By-Laws.  The Company has heretofore
furnished   to  Manager  a  complete   and  correct  copy  of  the  Articles  of
Incorporation  and the By-Laws,  as amended or restated to the date hereof.  The
Company  is  not in  violation  of any of  the  provisions  of its  Articles  of
Incorporation or By-Laws.

       14.3 Capitalization. The authorized capital stock of the Company consists
of 25,000,000  shares of common stock,  $.001 par value and 5,000,000  shares of
preferred  stock,  $0.001 par value. As of the date hereof (before giving effect
to the  transactions  contemplated  herein) (i) 1,500,000 shares of common stock
are issued and outstanding,  all of which are duly  authorized,  validly issued,
fully paid and  nonassessable  and not subject to preemptive  rights  created by
statute,  the Company's Articles of Incorporation or By-Laws or any agreement to
which the  Company  is a party or is bound  and (ii) no shares of the  Company's
Preferred Stock are outstanding.  There are no options, warrants, calls or other
rights (including registration rights), agreements,  arrangements or commitments
presently outstanding obligating the Company to issue, deliver, sell or register
shares of its capital stock or debt  securities,  or  obligating  the Company to
grant, extend or enter into any such option,  warrant, call or other such right,
agreement, arrangement or commitment.

       14.4 Subsidiaries.  The Company does not have any subsidiaries or own any
interest in any enterprise  (whether or not such  enterprise is a  corporation).
The Company has either sold to third  parties,  or dissolved in accordance  with
applicable  law,  all  corporations,  partnerships  and  other  incorporated  or
unincorporated   enterprises  in  which  it  has  previously  had  an  interest,
regardless  of whether  such  interest  arose from stock  ownership,  management
control or otherwise.

       14.5  Authority.  Each of the Company and its Board of Directors  has all
requisite  corporate  power and authority to execute and deliver this Agreement,
to  perform  its  obligations  hereunder  and  to  consummate  the  transactions
contemplated  herein.  The  execution  and  delivery of this  Agreement  and the
consummation of the transactions  contemplated  herein have been duly authorized
by all necessary corporate action and no other corporate  proceeding on the part
of the Company (including,  without limitation, any approval by the shareholders
of the Company of this  Agreement or the  transactions  contemplated  herein) is
necessary  to  authorize  this  Agreement  or  to  consummate  the  transactions
contemplated  herein. This Agreement has been duly executed and delivered by the
Company  and its  Board  of  Directors  and,  assuming  the  due  authorization,
execution  and  delivery  hereof by Capston,  constitutes  the legal,  valid and
binding  obligation of the Company  enforceable in accordance with its terms (i)
except as limited by bankruptcy, insolvency, reorganization, moratorium or other
similar  law now or  hereafter  in effect  relating to or  affecting  creditors'
rights generally, and without limitation,  the effect of statutory or other laws
regarding fraudulent  conveyances and preferential transfers and (ii) subject to
the limitations  imposed by general rules of equity  (regardless of whether such
enforceability is considered at law or in equity).

       14.6 No Conflict;  Required  Filings and Consents.  (a) The execution and
delivery of this Agreement by the Company does not, and the  performance of this
Agreement  by the Company will not (i)  conflict  with or violate the  Company's
Certificate of Incorporation or By-Laws,  as amended or restated,  (ii) conflict
with or violate any Laws in effect as of the date of this  Agreement  applicable
to the Company or by which any of its  properties  is bound,  or (iii) result in
any breach of or  constitute a default (or an event that 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, or require payment
under,  or  result  in the  creation  of a lien or  Encumbrance  on,  any of the
properties  or assets of the  Company  pursuant  to, any note,  bond,  mortgage,
indenture,  contract,  agreement,  lease,  license,  permit,  franchise or other
instrument or obligation to which the Company is a party or by which the Company
or any of its  properties  is bound or subject  except for  breaches,  defaults,
events, rights of termination,  amendment, acceleration or cancellation, payment
obligations  or liens or  Encumbrances  that would not have a  material  adverse
effect on the business,  properties,  assets, condition (financial or otherwise)
operations or prospects of the Company, taken as a whole, or on the transactions
herein contemplated.

       (b) The execution  and delivery of this  Agreement by the Company and the
performance  of this  Agreement  by the Company  does not require the Company to
obtain any consent, approval,  authorization or permit of, or to make any filing
with or  notification  to, any  Governmental  Entities,  except  for  applicable
requirements,  if any, of (i) the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act") or the securities laws of any other jurisdiction (the "Blue
Sky Laws") and the National  Association of Securities  Dealers,  and (ii) where
the failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or  notifications,  would not,  either  individually or in the
aggregate,  prevent the  Company  from  performing  its  obligations  under this
Agreement.

       14.7 Permits; Compliance. The Company is in possession of all franchises,
grants,  authorizations,  licenses, permits, easements,  variances,  exemptions,
consents, certificates, approvals and orders necessary to own, lease and operate
its  properties  and to  carry  on its  business  as it is now  being  conducted
(collectively, the "the Company Permits"), and there is no action, proceeding or
investigation pending or, to the knowledge of the Company, threatened, regarding
suspension or cancellation of any of the Company Permits.  The Company is not in
conflict  with,  or in default or  violation  of (a) any Law  applicable  to the
Company or by which any of its  properties is bound or subject or (b) any of the
Company Permits.

       14.8 No Undisclosed Liabilities. There are no liabilities of the Company,
whether accrued, contingent,  absolute,  determined,  determinable or otherwise,
and there is no existing  condition,  situation  or set of  circumstances  which
could reasonably be expected to result in such a liability.

       14.9 Absence of Litigation.  There is no claim, action, suit, litigation,
proceeding,  arbitration or, to the knowledge of the Company,  investigation  of
any  kind,  at  law or in  equity  (including  actions  or  proceedings  seeking
injunctive  relief),  pending or, to the  knowledge of the  Company,  threatened
against the Company or any  properties  or rights of the Company and the Company
is not subject to any continuing order of, consent decree,  settlement agreement
or other similar  written  agreement  with, or, to the knowledge of the Company,
continuing  investigation by, any Governmental  Entity, or any judgment,  order,
writ,  injunction,  decree or award of any  Governmental  Entity or  arbitrator,
including, without limitation, cease and desist or other orders.

       IN WITNESS WHEREOF,  the parties have executed this Agreement on the date
first set forth above

Win or Lose Acquisition Corporation         Capston Network Company
(the Company)                               (the Manager)



By: /s/ Sally A. Fonner                      By: /s/ Sally A. Fonner
    -------------------------------              -------------------------------
       Sally A. Fonner, President                Sally A. Fonner, Sole Director




John L. Petersen, as a Founder and beneficial
Owner of 500,000 Founders' Shares


/s/ John L. Petersen
---------------------------------------------
John L. Petersen



Rachel A. Fefer, as a Founder and beneficial
Owner of 500,000 Founders' Shares


/s/ Rachel A. Fefer
---------------------------------------------
Rachel A. Fefer



Mark R. Dolan, as a Founder and beneficial
Owner of 500,000 Founders' Shares


/s/ Mark R. Dolan
---------------------------------------------
Mark R. Dolan