<PAGE>

                                                                    EXHIBIT 10.7

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY [***]. THE
CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.


                     ADVERTISING REPRESENTATIVE AGREEMENT


     Agreement dated March 28, 2000 by and between PlasmaNet, Inc., a Delaware
corporation with its principal place of business at 420 Lexington Avenue, New
York, NY 10170 (hereinafter the "Client") and Phase2Media a Delaware corporation
with its principal place of business at 420 Lexington Avenue, New York, NY 10170
(hereinafter the "Representative")

WITNESSETH:

     WHEREAS, the Client is the owner and operator of the internet Web Sites and
valuable intellectual property located at the URL http://www.freelotto.com and
                                                  ------------------------
http://www.LottoNet.com (the "Web Sites").
-----------------------

     WHEREAS, the Representative is in the business of soliciting advertisers,
advertising agencies, and other (collectively "Advertisers") regarding the
placement of advertising on internet web sites for a fee and:

     WHEREAS, both the Representative and the Client wish to enter into an
agreement where the Representative will sell advertising, namely, banners, game
banners, game symbols and game sounds and e-mails (collectively, the
"Advertising") on the Web Sites and;

     WHEREAS, the Representative agrees and understands that the Client has
created a unique Internet Marketing method and game knows collectively as
FreeLotto and;

     WHEREAS, the Client has informed the Representative that the Client intends
to protect all of the Client's intellectual property including "FreeLotto"
(collectively, "Client Protected Property"); and

     WHEREAS, the Representative acknowledges, understands and agrees that it
will not act as representative under any circumstances for any entity other than
the Client in connection with a sweepstakes in lottery format without the
Client's permission;

     NOW THEREFORE, in consideration for the mutual promises and covenants set
forth herein and other good and valuable consideration, the parties hereto agree
as follows:

     1. Exclusive Ownership: The Client shall retain the exclusive right of
        ownership of the Web Sites and Client Protected Property, and nothing in
        this Agreement shall be construed to grant the Representative any
        ownership, right or interests therein except as expressly set forth
        herein.

     2. Subject to the terms and conditions set forth in Schedule A hereof, the
        Client shall pay the Representative a fee of [***]% ([***] percent) of
        the net Advertising revenue, including the Click2Win e-mail newsletters.
        (Please refer to additional terms and conditions as set forth in
        Schedule A1).

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     3. Client hereby retains the Representative on an exclusive basis during
        the term of this Agreement to solicit on the Client's behalf Advertising
        for display on the Web Sites and within the Click2Win e-mails, and on a
        non exclusive basis within other e-mail. The Client shall have the
        exclusive right to reasonably accept or reject any advertiser presented
        by the Representative for Advertising on its Web Sites; provided,
        however, in the event that the Client shall provide Representative with
        such acceptance or rejection within three (3) business days from the day
        the Representative has presented proposed Advertising or Insertion Order
        to the Client; and the Client does not accept or reject such specific
        Advertising order within such three (3) business days, the Client shall
        be conclusively deemed to have accepted such Advertising and Client's
        right of approval shall accordingly be terminated for such specific
        Advertising order. In any event the Client may at its sole discretion,
        decline, suspend or terminate any advertising order if the Advertiser
        materially changes its Web Site or advertisement in such a way as to
        become competitive to the Client's Web Sites, infringe upon the Client
        Protected Property or in such a way to become offensive to the Client's
        players, all as determined by Client in its sole discretion. It is
        understood that the Client will not accept pornographic, gambling or
        other sweepstakes in lottery format advertising. The Representative may
        also solicit e-mail advertising on behalf of the Client on a non-
        exclusive basis, and shall place all such orders therefore through the
        e-mail placement agent designated by the Client.

     4. Reporting: The Representative will present the Client with an Insertion
        ----------
        Order file for each proposed advertisement on a daily basis. The file
        will consist of the name and address of advertiser, its agency, if any,
        the insertion order number, the URL of the advertiser's Web Site to
        which its Advertising will be directed, the proposed quantity of e-
        mails, clicks and/or views being purchased, the rate and/or price being
        charged and any special requirements of the specific insertion order.
        The Client shall have the right to require advance payment from any
        advertiser. In addition, the Client agrees that during the term of this
        Agreement to (A) insert or affix the Phase2Media Tags on each of the Web
        Sites in such a manner as to (i) enable the Representative to serve or
        provide Advertising to the Web Sites; and (ii) assure that the
        Advertising to be affixed to said Phase2Media Tags is fully and clearly
        visible on the first Web Sites' Page viewed when that Page is viewed at
        a 640 x 480 pixel (or better) resolution and otherwise comply with such
        industry standards as may be applicable from time to time (it being
        agreed that the Representative and its contractors will not use the
        Phase2Media Tags or its ad serving technology to place cookies on
        FreeLotto Players' machines which would subsequently identify the Player
        as a FreeLotto Player or Sweepstakes entrant), and (B) insert a button
        with Representative's logo on each Web Site's Home Page directing
        potential advertisers to Representative's web site.

        The Representative will provide to the Client, no later than the 10th
        of the month, the following reports:

          Booking:  Recap of all insertion orders placed in the period

          Billing:  Recap of all invoices generated for that month

                                       2
<PAGE>

          Aged Accounts Receivable:  Recap of all outstanding invoices by
          account name and duration.

          Remittance:  Reflects all payments received during the period

     Said reports shall be in a format mutually agreed upon by the parties and
     contain all information as the Client may reasonably need in the course of
     the normal operation of its business.


  5. Billing: On a weekly basis, the Representative will provide the Client with
     -------
     a file of billing (Billing File) which shall include the insertion order
     number, rate, agency commission if any, and number of e-mails, impressions
     and/or clicks served in the period against the insertion order, as well as
     the balance of unserved e-mails, impressions and/or clicks and a copy of
     each invoice. At the end of the month in which the advertisement runs
     and/or the end of the campaign the Representative will promptly invoice the
     agency or advertiser on behalf of the Client. The Client may at its sole
     discretion upon 20 (twenty) days written notice, require the Representative
     to direct the advertiser or its agency to make payments to a Lock Box
     Account (the "Lock Box Account") in the name of the Client at its
     designated bank, and make disbursements in accordance with this Agreement
     on the 1/st/ business day after funds have cleared and specifically: [***]%
     ([***] percent) of all funds deposited in the Lock Box Account shall be
     disbursed to the Client and [***]% ([***] percent) to the Representative.
     Notwithstanding anything to the contrary, the Representative shall not
     commingle the Client's funds with its own and the Representative hereby
     agrees that it is not the beneficial owner of any of the proceeds of the
     Advertising payments beyond its [***]% ([***] percent) fee. In the event
     that either (i) the Representative or (ii) the Client shall receive a
     payment directly from an advertiser or its agency, it will remit by mail
     those funds and any backup supplied to the Lock Box Account on the same
     business day but in all events no later than the end of the second business
     day after receipt of the same. All payment obligations contained in this
     Paragraph 5 and in this Agreement shall survive the expiration of this
     Agreement. Notwithstanding anything herein to the contrary, the
     Representative will provide the Client in a timely fashion with any
     information that the Client requests regarding Representative's sale of
     advertising on the Client's Web Site. Further, the Representative agrees to
     fulfill all reasonable requests for information of Client's designee in a
     timely fashion. The Representative will remit all payments due the Client
     within 5 (Five) business days of the Representative's receipt of funds, but
     in any event no less frequently than the Friday following receipt.

  6. Dedicated Sales Staff:  (Please refer to additional terms and conditions as
     ---------------------
     set forth in Schedule A2).

  7. Guarantees and Pricing: (Please refer to additional terms and conditions as
     ----------------------
     set forth in Schedule A3). Client agrees to provide Representative on a
     monthly basis by the 15/th/ of each month all data relating to player
     usage, including the number of unique daily players and bets per day.
     Client also agrees to have the targeted ad delivery system fully

                                       3
<PAGE>

     functional and covering substantially all of the player base within one
     month of the execution of this contract. Client agrees to update
     demographic profiles to include new users on a bi-weekly basis.

8.  Term. The term of this Agreement shall be for an initial period of nineteen
    -----
    (19) months [through October 2001] and shall be automatically extended for
    successive one year periods unless, at least sixty (60) days prior to the
    end of the then-current term either party has given the other written notice
    of its election not to have the term of this Agreement further extended.
    Notwithstanding the foregoing, this Agreement is subject to termination,
    prior to the expiration of the term of this Agreement, in accordance with
    paragraph 9 below.

9.  Early Termination. In the event either party (the "Defaulting Party") (a)
    ------------------
    shall make an assignment for the benefit of creditors, (b) shall become
    unable, or admit in writing its inability, to pay its debts and obligations
    generally as they become due, (c) shall file, or consent to or acquiesce in
    the filing of, any petition in bankruptcy (voluntary or involuntary),
    insolvency, reorganization, moratorium or similar proceedings or action,
    which petition is not dismissed within sixty (60) days, (d) shall have a
    receiver, trustee or similar official appointed over it or any of its
    businesses and assets, or (e) shall default with respect to any of its
    representations, warranties, covenants and other agreements set forth
    herein, which default shall not have been cured or remedied such default
    within thirty (30) days of receipt of written notice from the other party
    specifying such default and demanding its cure or remedy, then the other
    party hereto shall have the right to terminate this agreement by written
    notice to such effect given to the Defaulting Party during the continuation
    of any of the events or circumstances set forth in the foregoing clauses (a)
    through (e). Further, in the event Client shall, in the reasonable judgement
    of Representative, materially change the nature or the appearance of any Web
    Site from its nature and appearance on the date of this Agreement,
    Representative may at any time, by notice to such affect given to Client,
    terminate this Agreement. Client further covenants and agrees, with respect
    to the operation of the Web Sites and all of the Web Sites' Pages, to comply
    with all applicable laws, statutes, ordinances and regulations. In the event
    that the Representative or Client shall have a change in ownership or
    control in excess of 20%, the other Party may at its sole discretion
    terminate this Agreement, upon sixty (60) days written notice from the date
    of ownership change.

10. Intellectual Property.   All hardware, software (in object code and source
    -----------------------
    code form), programs, codes, trade names, technology, intellectual property,
    licenses, patents, trademarks, copyrights, trade secrets, know-how and
    processes, artistic, graphics and design elements and all content including
    images, photographs, illustrations, graphics, audio clips, video clips, and
    text, script, together with all related methodologies and processes
    developed, acquired, or provided to the Representatives or Representatives'
    suppliers under (or in connection with) this Agreement (collectively, the
    Client's "Protected Technology") used by Representative under or in
              --------------------
    connection with this Agreement or the performance of its obligations
    hereunder shall remain the sole property of Client. Representative shall
    have no right, title or interest in or to any of the Protected Technology.
    Upon the expiration or earlier termination of this Agreement for any reason
    whatsoever, each party shall promptly return

                                       4
<PAGE>

    all information, documents, manuals and other materials belonging to the
    other party, except as otherwise expressly provided in this Agreement.

    The Representative agrees and understands that the Client has created an
    Internet marketing method and game known collectively as FreeLotto, and the
    Client has informed the representative that it intends to protect this
    intellectual property including but not limited to patent, copyright, trade
    mark, trade dress, methods and program codes (collectively, the "PlasmaNet
    Intellectual Property") to the fullest extent available in law or equity.
    Under no circumstances will the Representative act as representative or
    provide services to any entity other than the Client in connection with a
    sweepstakes in lottery format.

11. Confidentially
    --------------

  A. Each of the parties hereto covenants to the other that it shall not
     disclose to any third party (other than its employees and directors, in
     their capacity as such, and the employees, officers, and directors of any
     affiliate on a need to know basis so long as they are bound by the terms of
     this Agreement) any information regarding the terms and provisions of this
     Agreement or any non-public confidential information that has been
     identified as such by the other party hereto except (i) to the extent
     necessary to comply with any law or valid order of a court of competent
     jurisdiction (or any regulatory or administrative tribunal), in which event
     the party so complying shall so notify the other party promptly as
     reasonably practicable (and, if possible, prior to making any disclosure)
     and shall seek confidential treatment of such information, if available,
     (ii) as part of its normal reporting or review procedures to its auditors
     and/or attorneys, as the case may be, so long as they are notified of the
     provisions of this Agreement, (iii) in order to enforce its rights pursuant
     to this Agreement, (iv) in connection with any filing with any governmental
     body or as otherwise required by law, including the federal securities laws
     and any applicable rules and regulations of any stock exchange or quotation
     system, and (v) in a confidential disclosure made in connection with a
     contemplated financing, merger, consolidation or sale of capital stock of
     either party hereto or any affiliated entity.

  B. Information that is, or should be reasonably understood to be, confidential
     or proprietary includes, but is not limited to, information about sales,
     costs and other unpublished financial information, product and business
     plans, projections, marketing data and sponsors, but shall not include
     information (a) already lawfully known to or independently developed by the
     party disclosing same, (b) disclosed in published material or otherwise
     generally known or available to the public, (c) lawfully obtained from any
     third party not under an obligation to maintain such information in
     confidence or (d) required to be disclosed by law.

  C. Nothing contained herein shall (or shall be deemed to) prohibit or in any
     manner impair or limit either Party during and/or after the term of this
     Agreement from using, leasing, selling or otherwise distributing, licensing
     or disposing its protected technology for profit or otherwise so long as it
     does not adversely effect the other party in conjunction with sweepstakes
     in lottery format web properties.

                                       5
<PAGE>

12.  Indemnification.
     ----------------

  A.  Client shall indemnify and hold harmless Representative, its officers,
      directors, employees, agents and representatives (all of the foregoing,
      collectively, "Representative Indemnities") from and against, and shall
                    ----------------------------
      reimburse Representative Indemnities for, any and all claims, suits,
      actions, proceedings (formal and informal), investigations, judgments,
      deficiencies, damages, settlements, liabilities, losses, costs and
      expenses (including reasonable legal fees and expenses of attorneys) (all
      of the foregoing, collectively "Representative Damages"), as and when
                                      ----------------------
      incurred, arising out of, based upon or occasioned by (a) any act or
      omission, by Client in connection with the acceptance of, or the
      performance or non-performance by Client of, any of its duties and
      obligations under this Agreement, (b) the breach or violation by Client of
      any of its warranties, representations, covenants and other agreements
      contained in this Agreement, (c) any assertion or claim by any third party
      that, if true, would constitute a breach or violation by Client of any
      such representations, warranties, covenants and other agreements, (d) the
      content of any material (other than the Advertising) contained on the Web
      Site or (e) the claims of any Advertiser relating to the Web Site or a
      violation of the applicable advertising agreement with such Advertiser.
      Notwithstanding anything contained herein to the contrary, the foregoing
      indemnification shall not apply with respect to, and Client shall not
      otherwise be liable for or with respect to, (i) any Damages arising out
      of, based upon or occasioned by any event or circumstance due to causes
      that are outside the reasonable control of Client, which causes shall
      include, without limitation, fires, floods, earthquakes, epidemics, storms
      and other acts of God, acts of civil, military or governmental authority,
      riots, power outages, computer viruses, strikes and work stoppages or
      slowdowns, wars, (whether or not declared), sabotage and failures of
      suppliers or subcontractors, their equipment and systems (collectively
      "Force Majeure"), in which event, the party whose performance hereunder
      has been affected (or is being affected) thereby shall give prompt written
      notice thereof to the other party and shall take all commercially
      reasonable steps to mitigate the duration and affect of such failure or
      delay caused by such Force Majeure or (ii) Representative's gross
      negligence or willful misconduct.

  B.  Representative shall indemnify and hold harmless Client and its officers,
      directors, employees, agents, and representatives (all of the foregoing
      collectively "Client Indemnities") from and against, and shall reimburse
      "Client Indemnities" for any and all claims, suits, actions, proceedings
      (formal and informal) investigations, judgements, deficiencies, damages
      settlements, liabilities, losses, costs and expenses (including reasonable
      legal fees and expenses of attorneys) (all of the foregoing collectively
      "Client Damages"), as and when incurred, arising out of, based upon, or
      occasioned by (a) any act or omission by Representative in connection with
      the acceptance of the performance or non performance by Representative of
      any of its duties and obligations under this Agreement; (b) the breach or
      violation by Representative of any of the Representatives warranties,
      representations, covenants and other agreements, contained in this
      Agreement, and/or (c) any assertion or claim by any third party that, if
      true would

                                       6
<PAGE>

      constitute a breach or violation by Representative by any such
      representations, warranties, covenants and other agreements.
      Notwithstanding anything contained herein to the contrary, the foregoing
      indemnification shall not apply with respect to, and Representative shall
      not otherwise be liable for or with respect to, (i) any Damages arising
      out of, based upon or occasioned by Force Majeure or (ii) any breach,
      violation, performance, non-performance, act or omission of any
      Subcontractor or (iii) Client's gross negligence or willful misconduct.

  C.  The Client and Representative shall each maintain, at their own expense,
      liability insurance coverage in an amount sufficient to provide to the
      other party not less than $1,000,000.00 of proceeds which would be
      designated for damages if assessed or paid under Paragraph 12A and 12B

13.  Limitation of Damages.  Without the Client's approval no Insertion Order
     ---------------------
     for Advertisements on Client's Web Sites shall be accepted by
     Representative without the following language:

          "NEITHER WEB SITE OWNER NOR PHASE2MEDIA (COLLECTIVELY "EITHER PARTY")
     SHALL BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
     CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER
     (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES MEASURED BY, OR PREMISED ON,
     LOST DATA, PROFITS, REVENUES, SAVINGS OR LOST BUSINESS OPPORTUNITY, LOSS OF
     USE OF ANY PRODUCT, EQUIPMENT OR OTHER PROPERTY OR ASSET, COST OF CAPITAL,
     COST OF ANY SUBSTITUTED EQUIPMENT, PRODUCT OR SERVICE, DOWNTIME, INJURY TO
     PROPERTY, REPUTATION OR RELATIONSHIPS WITH EXISTING OR PROSPECTIVE CLIENTS,
     WHETHER BASED UPON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT TORT
     OR ANY OTHER LEGAL THEORY AND REGARDLESS OF WHETHER EITHER PARTY HAS BEEN
     ADVISED OF, OR IS OTHERWISE AWARE OF, THE POTENTIAL OR PROSPECT OF ANY SUCH
     DAMAGES. IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY WITH RESPECT TO
     THIS AGREEMENT, REGARDLESS OF FAULT, EXCEED THE AGGREGATE DOLLAR AMOUNT OF
     ADVERTISING PLACED HEREUNDER. ERRORS & OMISSIONS EXCLUDED"

14.  No Poaching.  Client on the one hand and Representative on the other hand
     -----------
     agree that, during the term of this Agreement and for a period of one (1)
     year thereafter, it will not solicit or recruit, or encourage any third
     party to solicit or recruit, or assist any third party in soliciting or
     recruiting, the services of any of Representative's or Client's, respective
     officers or employees and will not employ, hire or otherwise retain any
     such officers and/or employees without the prior written consent of the
     other party.

15.  No Waiver.  This Agreement shall not be waived, modified or amended except
     ---------
     as expressly set forth in writing signed by the parties hereto. Without
     limiting the generality of the foregoing, neither this Agreement nor any
     provision hereof shall be deemed amended or modified by, and no waiver of
     any term or condition hereof shall be implied from or deemed

                                       7
<PAGE>

     to have occurred on account of any course of conduct or course of dealing
     by either of the parties hereto or between the parties hereto.

16.  Assignment.  The parties agree and understand that the services
     ----------
     contemplated hereunder are personal in nature and that, accordingly, except
     as provided below neither party hereto may assign, transfer or otherwise
     encumber this agreement or any right or interest herein without express
     prior written consent of the other party (which consent may be withheld in
     such other party's sole and absolute discretion) provided any such
     assignment, transfer or assumption shall not relieve Client or
     Representative of liability hereunder. It is further provided that in the
     event that either party has experienced a "change of control", neither
     party shall be required to seek the consent of the other party. A "change
     of control" shall be defined as a change in ownership in excess of 20% of
     the ownership of the other party resulting from change.

17.  Governing Law.  This Agreement shall be governed by, and construed and
     -------------
     enforced in accordance with, the internal laws of the State of New York
     applicable to contracts made and to be performed wholly therein, without
     regard to principles of conflicts of laws. The parties agree that any
     action, proceeding or other dispute arising under or with respect to this
     Agreement or any term, condition or provision hereof shall be resolved in
     or before one of the Federal or state courts situated in the City, County
     and State of New York.

18.  Notices.  All notices required or permitted to be given hereunder shall be
     -------
     in writing and shall be either hand-delivered, telecopied, mailed by both
     first class and registered or certified class mail (return receipt
     requested), postage prepaid, or sent via electronic mail to the other party
     hereto at the address(es) set forth below. A notice shall be deemed given
     when delivered personally, when the telecopied notice is transmitted by the
     sender and receipt thereof has been confirmed (electronically or
     otherwise), three (3) business days after mailing or on the delivery date
     if delivered by electronic mail. A copy of all notices shall be sent to (i)
     Zukerman Gore & Brandeis, LLP, 900 Third Avenue, New York, NY 10022, Attn.
     Andrew M. Chonoles, Esq., facsimile number (212) 233-6433, e-mail:
     achonoles@zgbllp.com; and (ii) Edward R. Curtin, Sr. V.P., General Counsel,
     ---------------------
     PlasmaNet, 420 Lexington Avenue, 24/th/ Floor, New York, NY 10170, Attn.
     Edward R. Curtin, Esq., facsimile number (212) 931-6761, e-mail: to be
     supplied.

19.  Entire Agreement.  This Agreement constitutes the entire agreement by and
     ----------------
     between the parties with respect to the subject matter hereof and
     supersedes and incorporates all prior or contemporaneous agreements and
     understandings (written or oral) of the parties with respect to such
     subject matter and, except as otherwise expressly provided herein, is not
     intended to confer upon any other person any rights or remedies hereunder.

20.  Counterparts.  This Agreement may be executed in original or facsimile
     ------------
     counterparts, each of which shall be deemed an original and all of which
     together shall constitute one and the same document.

21.  Severability.  Any provision of this Agreement which is prohibited or
     ------------
     unenforceable in any jurisdiction shall, as to such jurisdiction, be
     ineffective to the extent of such prohibition or

                                       8
<PAGE>

    unenforceability without invalidating the remaining portions hereof of
    affecting the validity or enforceability of such provision in any other
    jurisdiction.

22. Headings.  The Section and other headings contained in this Agreement are
    --------
    for reference purposes only and shall not affect the meaning or
    interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written:

REPRESENTATIVE:  CKG MEDIA.COM, INC. d/b/a PHASE2MEDIA

By:              /s/ Thomas Mannion
                 __________________________________________
Name:            Thomas Mannion
Title:           Senior Vice President of Advertising Sales

E-mail Address:  tmannion@phase2media.com
                 ------------------------


CLIENT:  PLASMANET, INC.

By:              /s/ Kevin J. Aronin
                 ___________________________________________
Name:            Kevin J. Aronin
Title:           Chairman & Chief Executive Officer

E-mail Address:  dmsinc@topnet.net

                                       9
<PAGE>

                                  Schedule A.

A1.  Subject to the terms and conditions set forth in Paragraph 6 hereof, the
Client shall pay the Representative a fee of [***]% ([***] percent) of the net
Advertising revenue, including the Click2Win e-mail newsletters and a fee of
[***]% ([***] percent) of the net e-mail Advertising revenue, excluding the
Click2Win e-mails, sold by the Representative as agent for the Client, and
billed and collected on behalf of the Client, provided that the Representative's
commissions shall be reduced as set forth on Schedule A4 hereto with respect to
banner advertising sold at a rate of less than [***] cents per click. Net
Advertising revenue is defined as gross Advertising revenue less 15% (fifteen
percent) advertising agency discount, if any. It is understood that the Client
reserves the right to exchange advertising on its sites in exchange for
advertising on other sites, equity investment in other companies, or other non-
cash payments in kind, without compensation to the Representative. It is also
understood that the Representative will receive its full commission on any deal
it initiates and brings to the Client that involves generating revenues in cash
or in kind.

A2. Dedicated Sales Staff.   For each $[***] per month in net billed
    ----------------------
Advertising revenue on the Client's Web Sites, The Representative shall employ
one account executive solely charged with the responsibility of selling the
Client's Advertising. Client and Representative shall cooperate so that by the
end of the second month from and after this Agreement, the Web Sites shall have
sufficient traffic so that Representative will be able to sell a minimum of
Thirty (30) million clicks per month at a maximum of Three (3) clicks per player
per day, and the Representative will be responsible for providing advertising to
support Thirty (30) million clicks per month. It is understood by the
Representative that the Client is rapidly growing its player base and that the
Representative is charged with the important responsibility of providing
advertising to support the increasing number of monthly "freebets" ("freebet" is
defined as a player entering a sweepstakes sponsored by the Client which
involves the picking of numbers from a grid of numbers and clicking on an
advertising banner or clicking a response to a question).

A3. Guarantees and Pricing:   Representative guarantees to sell [***]% ([***]
    ----------------------
percent) of monthly (calendar) inventory based on 3 bets per unique user per day
as projected and outlined in Schedule B hereto as amended in writing to the
Representative from time to time by Client two months in advance at the average
monthly cost per click rate ("AMCPC") for the preceding month. The AMCPC will be
calculated from monthly market pricing conditions determined by an analysis of
buying rates achieved by a predetermined and mutually agreed upon list of 5
advertising agencies (Schedule C: To be mutually agreed upon within 2 weeks of
contract signing). If the Representative fails to sell at least [***]% ([***]
percent) of the projected "freebets" as outlined in Schedule B made by FreeLotto
players at the AMCPC for three (3) consecutive months, the Client will have the
right to terminate this Agreement upon notice to the. Representative. Clients
right to terminate this agreement will expire 5 (five) business days immediately
following Representative's failure to sell [***]% ([***] percent) of the
projected "freebets" as outlined in Schedule B made by FreeLotto players at the
AMCPC for three (3) consecutive months. Additionally, if the Representative
fails to sell at least [***]% ([***] percent) of the projected "freebets" as
outlined in Schedule B made by FreeLotto players at the AMCPC for three (3)
consecutive months, the Client shall be permitted to solicit additional
advertising through other sources without compensation to the Representative for
the unsold month's inventory (current month) as long as this inventory is not
resold. If at any time the Client decides to reduce the price of the unsold
inventory, the Representative shall be permitted to sell any or all of the
unsold inventory at this new "minimum commission price". The minimum commission
price is that price at which the Representative receives the lowest agreed
commission rate as set forth in Schedule A4. The Client will advise the
Representative of new pricing with five (5) business days written notice before
making the new price policy available to any advertiser. If sales or revenues
are lost due to failures in the ad delivery and e-mail systems, Client's right
to terminate this agreement will be negated during the month such failures occur
and the Representative will not be held responsible for failing to sell [***]%
of the inventory for the entire month.

                                       10
<PAGE>

                                 Schedule A4.
                        Pricing and Commission Structure



Phase2Media has been authorized to sell inventory BELOW [***] cents CPC without
further approval from Plasmanet under the condition that P2M agrees to reduced
commissions.  Here is the present pricing structure and the P2M commission
structure.

A) Current Pricing & Commission Structure (Current Mininum Commission Price:
[***]
--------------------------------------------------------------------------------
Cents CPC)
----------
Agency Net Rate                                   P2M Commission
---------------                                   --------------
If sold at  [***] cents CPC or higher                  [***]%
If sold at  [***] cents CPC                            [***]%
If sold at  [***] cents CPC                            [***]%
If sold at  [***] cents CPC                            [***]%
If sold at less than [***] cents CPC                   [***]%


If the Client (Plasmanet/FreeLotto) should lower the price structure for the
freebets, Phase2Media will be permitted to sell at the new pricing floor and
will be paid its commission based on the following commission structure:

B) Revised Pricing & Commission Structure
-----------------------------------------
Agency Net Rate                                   P2M Commission
---------------                                   --------------
Minimum Commission Price + [***] cents or higher       [***]%
Minimum Commission Price + [***] cents                 [***]%
Minimum Commission Price + [***] cent                  [***]%
Minimum Commission Price-M.C.P.                        [***]%
If sold at less than Minimum Commission Price (MCP)    [***]%

                                       11
<PAGE>

                                  SCHEDULE B
                                  __________


<TABLE>
<CAPTION>

Freelotto 200 Projected Players and Clics (12/27/99)
<S>                      <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
MONTH                    Jan    Feb    March  April  May    June   July   August Sept   Oct    Nov    Dec    Year
Players (month end 000)  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]
Avg. Play/mo.            [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]
Clics (MM)               [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]  [***]

</TABLE>