<PAGE>

                                                                    EXHIBIT 10.6


               EXCLUSIVE INTERNET ADVERTISING SERVICES AGREEMENT
               -------------------------------------------------

     EXCLUSIVE INTERNET ADVERTISING SERVICES AGREEMENT (this "Agreement"), dated
as of February 1, 2000, by and between PHASE2MEDIA, INC., a Delaware corporation
with its principal place of business at 420 Lexington Avenue, 26th Floor, New
York, NY 10170 ("P2M"), and HACHETTE FILIPACCHI MAGAZINES, INC., a Delaware
Corporation, with its principal place of business at 1633 Broadway, N.Y., N.Y.
10019 ("Hachette").

                             W I T N E S S E T H :
                             - - - - - - - - - - -

     WHEREAS, Hachette is the owner and/or operator of the Internet web sites
specified on Exhibit 1 annexed hereto (collectively, the "Existing Web Sites");
             ---------

     WHEREAS, P2M is in the business of providing (1) advertising services (the
"Sales and Marketing Services"), consisting of soliciting advertisers,
advertising agencies, buying services and others located throughout the world
(collectively, the "Advertisers") in connection with the solicitation, placement
                    -----------
and sale of advertising banners, sponsorships and tile advertisements
(collectively, "Advertising") for display on pages, screens and other spaces
                -----------
(collectively, "Pages") on Internet World Wide Web sites(s) (collectively, "Web
Sites") and to which the P2M Tags (as such term is defined in Section 4a.
hereof) can be affixed; and (2) Internet adserving software services, systems,
system management, and advisory services (collectively, the "Adserving
Services"); and

     WHEREAS, Hachette wishes to engage P2M to provide the Sales and Marketing
Services and the Adserving Services, and P2M is willing to be so retained,
subject to the terms and conditions hereinafter set forth.

     NOW THEREFORE, in consideration for the mutual promises and covenants set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be bound hereby, agree as follows:

     1.   Formation of P2M/Hachette USA Interactive Sales.
          -----------------------------------------------

          a.   As an inducement to cause Hachette to enter into this Agreement,
               and in order for P2M to more efficiently and effectively provide
               the Exclusive Sales and Marketing Services (as hereinafter
               defined) and Adserving

                                       1
<PAGE>

               Services, P2M shall offer to employ, effective as of February 1,
               2000 (the "Effective Date"), the interactive sales individuals
               listed on Exhibit 2 annexed hereto (collectively, the "HFM
                         ---------
               Employees"), provided that each of the HFM Employees shall, on or
               prior to the Effective Date, execute P2M's standard Agreement
               regarding terms and conditions of employment (the "Terms and
               Conditions Agreement").

          b.   Each of the HFM employees who accepts employment with P2M
               (including executing the Terms and Conditions Agreement) will
               (i), subject to the Terms and Conditions Agreement, be employed
               by P2M at at least the same base salary and total annual
               compensation as set forth on Exhibit 2 (with respect to such
               employee), and (ii) be provided by P2M with benefits and stock
               options commensurate with their applicable level within P2M.

          c.   Hachette hereby represents and warrants that (i) Exhibit 2
               contains a true, correct and complete list of all employees and
               independent contractors of Hachette (and any direct or indirect
               wholly-owned subsidiary) of Hachette; Hachette together with such
               subsidiaries, being hereinafter referred to collectively as, the
               "Hachette Group") that perform interactive sales services for the
               Hachette Group (or any portion thereof), and (ii) neither
               Hachette, nor any other member of the Hachette Group, is a party
               to nor threatened to be made a party to, any collective
               bargaining agreement with respect to any of the HFM Employees,
               (iii) none of the HFM Employees is a party to any written
               agreement with any member of the Hachette Group except as set
               forth on Exhibit 2 annexed hereto, and (iv) none of the HFM
                        ---------
               Employees is a party to any litigation with the Hachette Group,
               or other proceeding involving their employment with any member of
               the Hachette Group, nor does Hachette have any reason to be aware
               of the basis for the same.

          d.   Hachette hereby agrees to indemnify and hold P2M and its
               officers, directors and shareholders harmless from and against
               any losses, costs, expenses (including reasonable legal fees),
               damages and claims relating to the HFM Employees (i) arising or
               accruing prior to the Effective Date and/or (ii) related to the
               termination of their employment with Hachette or any other member
               of the Hachette Group (including, without limitation, any claims
               for severance with respect to the period of their employment with
               any member of the Hachette Group). In furtherance thereof,
               Hachette acknowledges and agrees that it is not assigning or
               otherwise transferring to P2M, and P2M is not assuming, any
               existing (or hereafter arising by

                                       2
<PAGE>

               virtue of the termination of their employment or as a consequence
               of this Agreement) obligations of the Hachette Group with respect
               to any of the HFM Employees.

          e.   From and after the Effective Date, (i) the HFM Employees will no
               longer be employees of any member of the Hachette Group and (ii)
               those HFM Employees who accept employment with P2M will, subject
               to the final sentence of this Section 1e, be employees of P2M
               subject to the Terms and Conditions Agreement. Provided Bridget
               Johnson accepts employment with P2M and executes the Terms and
               Conditions Agreement, P2M agrees that P2M shall not transfer
               Bridget Johnson from the P2M/Hachette Division (as hereinafter
               defined) to any other division at P2M at any time prior to the
               first anniversary of the Effective Date without the Advisory
               Board's prior written consent. Nothing contained herein
               (including, without limitation, anything contained in the
               immediately preceding sentence of this Section 1e) shall be
               deemed an employment agreement or employment contract with any of
               the HFM Employees nor confer upon any of the HFM Employees any
               right to employment on other than an "at will" basis.

          f.   On or immediately following the Effective Date, P2M shall create
               a new division within P2M entitled "P2M/Hachette USA Interactive
               Sales" (the "P2M/Hachette Division"). The P2M/Hachette Division
               shall be staffed solely by employees of P2M which shall initially
               include all of the HFM Employees (that have accepted employment
               with P2M and executed the Terms and Conditions Agreement) and
               those other employees of P2M which P2M from time to time (in
               consultation with the Advisory Board (as hereinafter defined))
               believes are necessary and appropriate in order for the
               P2M/Hachette Division to effectively perform the Exclusive Sales
               and Marketing Services and Adserving Services. P2M/Hachette
               Division staff shall be placed in P2M's offices in the cities
               listed on Exhibit 3 annexed hereto (the "Included Territories").
                         ---------
               Each of the P2M employees assigned to the P2M/Hachette Division
               shall, during the term such employees are so assigned and
               employed by P2M (i) provide services solely to the P2M/Hachette
               Division, and (ii) be given separate business cards identifying
               their assignment to the P2M/Hachette Division. The "Advisory
               Board" shall mean for purposes of this Agreement a board to be
               comprised initially of Don Perri, Richy Glassberg, Nick Matarazzo
               and a fourth (4th) individual to be agreed upon by the existing
               three members. In the event that, at any time during the term of
               this Agreement, any of the existing board members of the Advisory
               Board are unable to serve thereon

                                       3
<PAGE>

               for an extended period, the other existing members of the
               Advisory Board together with the P2M executive team shall select
               a replacement for such member, provided that the Advisory Board
               shall always include at least an equal number of Hachette members
               and P2M members.

          g.   Throughout the term, P2M shall staff the P2M/Hachette Division
               with the following dedicated staff:

               i.    one (1) director of sales (New York);
               ii.   two (2) account executives (New York);
               iii.  two (2) account executives (California);
               iv.   one (1) account executive (Detroit);
               v.    one (1) director of e-commerce; and
               vi.   three (3) assistants.

          h.   The P2M/Hachette Division will have a vice president responsible
               for the Division (and such vice president cannot be removed from
               such position, without cause, without consent of the Advisory
               Board), and such vice president will report directly to Don
               Perri, V.P., New Media for Hachette (or his successor, as the
               case may be), and a senior member of the P2M executive team
               (which senior member shall be determined by P2M at a later date).
               Notwithstanding the foregoing, it is understood and agreed that
               all decisions regarding the terms and conditions of employment of
               the staff of the P2M/Hachette Division shall be P2M's sole
               responsibility. Hachette shall, however, have the right, within
               ten (10) days after written notice, to approve (not to be
               unreasonably withheld) any employee P2M proposes to add to the
               P2M/Hachette Division. Failure by Hachette to reject any such
               replacement within such ten (10) day period shall be deemed an
               approval by Hachette.

          i.   P2M covenants that with respect to all P2M/Hachette Division
               employees, it will comply with all applicable Federal, State and
               Local employment laws and regulations including, without
               limitation, laws and regulations concerning wages, hours and
               discrimination.

     2.   Engagement.
          ----------

     a.   Hachette hereby retains P2M on an exclusive basis during the term of
          this Agreement, to provide the following services:

                                       4
<PAGE>

          i.   P2M shall (through the P2M/Hachette Division, unless the services
               of a P2M office located in a city other than those contained in
               the Included Territories (the "Other Territories") shall be
               required, in which event P2M shall provide such Exclusive Sales
               and Marketing Services by appropriate P2M personnel located in
               P2M's office in such Other Territory (the "Other P2M Personnel"),
               and such services shall be deemed performed by the P2M/Hachette
               Division for all purposes hereunder) provide the following Sales
               and Marketing Services (collectively, the "Exclusive Sales and
               Marketing Services"):

               Except as expressly set forth on Exhibit 4 annexed hereto, all
                                                ---------
               promotion, solicitation, placement and sale of Advertising on the
               Existing Web Sites (and any other Web Sites hereafter owned
               and/or operated by Hachette or any member of the Hachette Group,
               as the same may change from time to time; the Existing Web Sites
               together with such additional Web Sites hereafter owned and/or
               operated by Hachette being hereinafter referred to collectively
               as, the "E-Sites" and said Advertising sales are hereinafter
               collectively referred to as, the "Ad Sales"); and

          ii.  P2M shall provide the following Adserving Services, utilizing
               software, systems and technology for implementation, execution
               and delivery of the Adserving Services:

               (A)  all Adserving Services with respect to the Ad Sales; and

               (B)  all other Adserving Services as Hachette may request from
                    time to time, in accordance with the provisions of Section
                    21D hereof.

     b.   It is understood that P2M is an independent contractor of, and an
          agent acting for, Hachette, with the rights of agent set forth in
          Section 2(c) hereof.

     c.   Subject to the second to last sentence of this Section 2c., P2M shall
          be entitled to, and is hereby granted all rights, powers, and
          authority to act as Hachette's exclusive agent in the negotiation,
          preparation, execution, and delivery of all contracts for Ad Sales
          (collectively, the "Exclusive Contracts"). Without limiting the
          foregoing, P2M is authorized, as Hachette's agent, to execute and
          deliver any and all Exclusive Contracts in

                                       5
<PAGE>

          Hachette's name, and upon such execution and delivery, Hachette shall
          be bound thereby with the same force and effect as if the same were
          signed by an authorized officer of Hachette. Further, in the event
          Hachette is involved in P2M's sales process by reason of an Advertiser
          request or otherwise, Hachette shall ensure that P2M is present in
          closing the sale, or, if P2M is unable to be present for any reason,
          Hachette shall accept and sign the Exclusive Contract with no loss of
          the Rep Commission (as such term is defined in Section 7a. hereof) or
          any other right which P2M has under this Agreement with respect to
          said Exclusive Contract. Notwithstanding the foregoing, P2M shall
          cause the creative file and insertion order for each proposed
          advertisement to be delivered to a designated Hachette employee (as
          designated by Don Perri, or his then successor) prior to such
          advertisement being placed on any E-Site. Hachette shall have three
          (3) business days from receipt of such file and insertion order to
          reject the proposed advertisement and/or insertion order by giving e-
          mail notice of such rejection to Bridget Johnson or the then vice
          president of the P2M/Hachette Division (such individual's e-mail
          address to be provided promptly to Hachette). Failure to timely reject
          shall be deemed an approval by Hachette of such proposed advertisement
          except that insertion orders for the Advertisers listed on Exhibit 2-C
                                                                     -----------
          annexed hereto must be affirmatively approved by Hachette.

3.   Term.   Subject to Article 23 hereof, the term of this Agreement
     ----
     shall be for an initial period (the "Initial Term") of three (3) years
     commencing on the Effective Date and ending on the day immediately
     preceding the third (3rd) anniversary of the Effective Date, unless
     sooner terminated as herein provided.

4.   Additional Responsibilities of P2M.   P2M covenants, during the term
     ----------------------------------
     of this Agreement and subject to the other terms and conditions
     hereof, to fulfill the following obligations:

     a.   provide Hachette (solely for use in the performance of this
          Agreement) with unique tags in HTML/Java or other languages
          chosen by P2M (collectively, "P2M Tags");

     b.   use best efforts to solicit Advertising and otherwise fully
          perform the Exclusive Sales and Marketing Services;

     c.   use best efforts to fully provide the Adserving Services;

                                       6
<PAGE>

          d.   manage all inquiries from Advertisers and their agents and
               provide support regarding Advertising space;

          e.   maintain regular contact on a bi-monthly basis with each
               Advertiser and/or its agent in connection with such Advertiser's
               advertising campaign;

          f.   make the following reports available to Hachette via on-line
               posting at a secure URL on the Internet:

               i.   regular business reports on the status of:

                    A.   Actual sales of Advertising space to Advertisers with
                         respect to each E-Site (including, but not limited to,
                         name of Advertisers, sale values, and reference
                         numbers, if any); and

                    B.   information and feedback received by P2M from
                         Advertisers in the course of providing the services as
                         described in this Agreement;

               ii.  monthly business reports on the status of potential sales of
                    Advertising to Advertisers with respect to each E-Site
                    (including, but not limited to, name of Advertisers, sale
                    values, forecasts and reference numbers, if any);

               iii. weekly user statistics with respect to each E-Site (which
                    shall include advertisement impressions, pages and click-
                    through data) compiled in connection with user access to
                    Advertising sold pursuant to this Agreement;

               iv.  monthly customary and standard billing and collection
                    reports; and

               v.   such other reports as are reasonably requested from time to
                    time by Hachette.

          g.   coordinate sales and marketing services to take into account
               current Hachette advertisers.

          h.   provide all Advertisers which (i) P2M solicit to place
               Advertising on the E-Sites and (ii) desire to provide such
               Advertising, with Hachette's General Terms and Conditions, a copy
               of which is annexed hereto as

                                       7
<PAGE>

               Exhibit 4-h.
               -----------

     5.   Obligations of Hachette.   Hachette covenants, during the term of this
          -----------------------
          Agreement and subject to the other terms and conditions hereof, to
          fulfill the following obligations:

          a.   use best efforts to maintain and enhance the E-Sites and the
               right for P2M to solicit, place and sell Ad Sales on the E-Sites
               (provided nothing herein shall preclude Hachette or the
               applicable member of the Hachette Group from selling (subject to
               Article 19 hereof) or terminating, any E-Sites;

          b.   insert or affix the P2M Tags on each of the E-Sites in such a
               manner as to (i) enable the P2M/Hachette Division and P2M to
               provide Advertising to the E-Site and (ii) assure that the
               Advertising to be affixed to said P2M Tags is fully and clearly
               visible on the first Page viewed on each E-Site when that Page is
               viewed at a 640 x 480 pixel (or better) resolution;

          c.   insert a button with P2M's logo on the home page of each E-Site
               directing potential Advertisers to P2M's Web Site and the
               P2M/Hachette Division;

          d.   furnish P2M with all information regarding the E-Sites as is
               reasonably available to Hachette and is or may be appropriate for
               use by P2M in connection with Advertising on the E-Sites;

          e.   except as expressly permitted by Section 6 hereof, not engage,
               contract with, license or permit any person, firm or entity
               (including Hachette, and all other members of the Hachette Group
               and each of their employees, other than P2M (through the
               P2M/Hachette Division and the Other P2M Personnel) to promote,
               solicit, place or sell, or represent Hachette for or with respect
               to the sale of Advertising on the E-Sites;

          f.   at least two (2) full calendar months prior to the beginning of
               each calendar month during the term of this Agreement, provide to
               P2M, in writing on such form or forms as P2M may from time to
               time prescribe and/or if P2M shall request, on-line, Hachette's
               best faith estimate as to the Advertising inventory it expects to
               have available during such calendar month; and

          g.   unless Hachette elects to use the Adserving Services by notice to
               P2M, place, run and serve (or make its own arrangements to place,
               run and serve), at its sole cost and expense, all Advertising.

                                       8
<PAGE>

     6.   (A)  Bundled Inventory Exception to Exclusivity. Notwithstanding
               ------------------------------------------
               anything to the contrary contained herein, Hachette shall be
               permitted (through its in-house sales force (which Hachette
               represents and warrants is primarily dedicated to non-interactive
               sales) to sell Advertising on the E-Sites provided each such sale
               of Advertising is part and parcel of a bundled sale (a "Bundled
               Sale") of Advertising covering advertising for both non-
               interactive media (e.g., magazines) and one or more E-Sites. As
               further provided herein, any such sales of Advertising on the E-
               Sites shall be deemed, for all purposes of this Agreement, to be
               a sale of Advertising by the P2M/Hachette Division pursuant to
               this Agreement (and hence, P2M to be entitled to a Rep Commission
               in connection therewith).

          (B)  Additional Exception to Exclusivity.  In addition to the
               -----------------------------------
               exception from exclusively provided in Section 6A above, Hachette
               shall be permitted, solely through the representatives and/or in-
               house as expressly set forth on Exhibit 4 hereto, to sell
               advertising for Hachette to be place on the E-Sites (the "Other
               Sales") subject to the express terms and limitations contained on
               Exhibit 4, and P2M shall not be entitled to any Rep Commissions
               in connection with the Other Sales.

     7.   Compensation and Payments.
          -------------------------

          a.   P2M shall be entitled to a commission (the "Rep Commission") with
               respect to (i) each Exclusive Contract, (ii) each Bundled Sale
               and (iii) each Prior Sale (as hereinafter defined) payable as
               hereinafter provided, with respect to (I) all Exclusive Contracts
               (A) entered into on or after the Effective Date and prior to the
               first anniversary of the Effective Date, in an amount equal to
               twenty-six percent (26%), and (B) entered into on or after the
               first anniversary of the Effective Date, in an amount equal to a
               reduced percentage to be determined by the Advisory Board
               (provided, however, (1) unless and until the Advisory Board makes
               such determination, the percentage will be and remain 26% and (2)
               once the determination is made by the Advisory Board, there shall
               be a retroactive adjustment to the first anniversary of the
               Effective Date), of the result of (x) the total gross revenues
               received with respect to each Exclusive Contract after all
               discounts granted minus (y) any advertising agency commissions
               (the "Outside Commissions") paid with respect to such Exclusive
               Contract (or retained by the relevant advertising agency or
               agencies), (II) all Bundled Sales (A) relating to contracts which
               were executed prior to the first anniversary of the Effective
               Date in an amount equal to (1) twenty-one percent (21%) and (B)
               relating to contracts which were executed on or

                                       9
<PAGE>

               after the first anniversary of the Effective Date, in an amount
               equal to a reduced percentage to be determined by the Advisory
               Board (provided, however, (1) unless and until the Advisory Board
                      ---------
               makes such determination, the percentage will be and remain 21%
               and (2) once the determination is made by the Advisory Board,
               there shall be a retroactive adjustment to the first anniversary
               of the Effective Date), of the result of (A) the total gross
               revenues received (the "B-S Gross Revenues") with respect to each
               Bundled Sale (allocable to the portion related to the E-Sites)
               after all discounts granted minus (B) any Outside Commissions
               allocable to the sale on the E-Sites (the "Bundled Outside
               Commissions") paid with respect to each Bundled Sale (or retained
               by the relevant advertising agency or agencies); and (III) each
               Prior Sale, in an amount equal to seventeen and one-half percent
               (17.5%) of the result of (A) the total gross revenues received
               with respect to each Prior Sale after all discounts granted
               (allocable to the sale on the E-Sites) minus (B) Outside
               Commissions paid with respect to each Prior Sale (or retained by
               the relevant advertising agency or agencies).

          b.   Within forty-five (45) days after the end of each calendar month,
               P2M shall pay to Hachette an amount equal to the sum of all gross
               revenues payable (whether or not collected) with respect to
               Exclusive Contracts, the Bundled Sales and Prior Sales for such
               month, less (i) the applicable Rep Commission(s) and (ii) the
               applicable Outside Commissions or Bundled Outside Commissions, as
               the case may be.

          c.   With respect to each Exclusive Contract, Advertisers shall be
               directed to make all payments (the "Payments") directly to P2M
                                                   --------
               (it being understood and agreed that, (i) to the extent
               the Hachette Group (or any third party) sells any Advertising on
               any of the E-Sites, as and to the extent (i) permitted under
               Section 6A above or (ii) included as a Prior Sale, all such sales
               (collectively, the "Other Sales") shall be deemed to have been
               made by the P2M/Hachette Division and, in connection therewith,
               Hachette shall immediately advise P2M of the Other Sales, P2M
               shall directly bill such Advertisers for such Advertising, and
               such Advertisers shall be directed to make all Payments (with
               respect thereto) directly to P2M. P2M shall retain the Payments
               with respect to each Exclusive Contract, Bundled Sale (applicable
               to that portion relating to the E-Sites), and Prior Sale. In the
               event any Advertiser remits any Payment directly to Hachette
               (including (x) any payment related to a Prior Sale or (y) that
               portion of any payment resulting from a Bundled Sale relating to
               Advertising on an E-Site), or Hachette otherwise receives any
               such Payment (otherwise than from P2M

                                       10
<PAGE>

               as provided by Section 7b. above), Hachette shall forthwith
               deliver such Payment directly to P2M within ten (10) business
               days after receipt thereof. It being understood that P2M will
               bill and collect all amounts due from Advertisers in accordance
               with applicable laws and shall bear the risk of non-payment from
               all Advertisers.

          d.   With respect to the Adserving Services, Hachette shall pay to P2M
               the following amounts as compensation (collectively, the "AdServe
               Fees"):

               with respect to all Advertising whether or not (in connection
               with an Exclusive Contract); an amount equal to the then
               applicable P2M Rate (as hereinafter defined).

          e.   The obligations contained in this Article 7 shall survive the
               expiration or earlier termination of this Agreement.

          f.   P2M shall be entitled to a Rep Commission, as provided in Section
               7(a)(iii) and 7(a)(III) above, with respect to any advertising
               that has been ordered from any of the Hachette Group prior to the
               date hereof and is to be displayed on any E-Site after the date
               hereof (each, a Prior Sale, and collectively, the "Prior Sale").
               Hachette represents and warrants that all of the Prior Sales are
               listed on Exhibit 5 annexed hereto.
                         ---------

     8.   Acknowledgment and Agreement of P2M and Hachette.  Hachette and P2M
          ------------------------------------------------
          acknowledge and agree that (a) Hachette shall not have or acquire any
          proprietary or intellectual property, or other rights of any nature in
          the P2M Tags, and (b) all records and information provided or
          otherwise made available to P2M pursuant to Section 5d hereof and
          otherwise hereunder shall be and remain the property of Hachette and
          shall be returned to Hachette, as contemplated by the last sentence of
          Section 11 hereof.

     9.   Representations and Warranties.
          ------------------------------

          a.   Hachette represents and warrants to P2M as follows:

               i.   Hachette is a corporation duly formed and validly existing
                    or subsisting under the laws of Delaware;

               ii.  all corporate actions necessary or appropriate to authorize
                    the execution, delivery and performance of this Agreement by
                    and on behalf of Hachette has been duly authorized, taken
                    and remains in

                                       11
<PAGE>

                    full force and effect;

               iii. this Agreement constitutes a valid and binding obligation of
                    Hachette, enforceable against Hachette in accordance with
                    its terms;

               iv.  the execution, delivery and performance by Hachette of this
                    Agreement in accordance with its terms does not and will not
                    constitute a breach or violation by Hachette of any
                    agreement, law or order to which it is a party or by which
                    it, or any of its material property or assets or capital
                    stock, is otherwise bound;

               v.   Hachette is the owner of the and/or operator, as the case
                    may be, of the Existing Web Sites, as shown on Exhibit 1
                                                                   ---------
                    hereto;

               vi.  Except for the Web Sites described on Exhibit 1 hereto,
                    Hachette neither owns nor controls any other Web Sites on
                    the date of this Agreement; and

               vii. Hachette has not granted, assigned or transferred to any
                    other party any rights with respect to the promotion,
                    solicitation, placement or sale of Advertising on the E-
                    Sites except as noted on Exhibit 4 annexed hereto.
                                             ---------         ------

          b.   P2M represents and warrants to Hachette as follows:

               i.   P2M is a corporation duly formed and validly existing under
                    the laws of the State of Delaware;

               ii.  all corporate actions necessary or appropriate to authorize
                    the execution, delivery and performance of this Agreement by
                    and on behalf of Hachette has been duly authorized, taken
                    and remains in full force and effect;

               iii. this Agreement constitutes a valid and binding obligation of
                    P2M, enforceable against P2M in accordance with its terms,
                    except as such enforceability may be limited by bankruptcy,
                    insolvency, moratorium, reorganization and similar laws for
                    the relief or benefit of debtors and principles of equity;
                    and

                                       12
<PAGE>

               iv.  the execution, delivery and performance by P2M of this
                    Agreement in accordance with its terms does not and will not
                    constitute a breach or violation by P2M of any agreement to
                    which it is a party or by which it, or any of its material
                    property or assets or capital stock, is otherwise bound.

     10.  Default
          -------

          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 against such
          party or any of its property or assets, (d) shall have filed against
          it any petition in any bankruptcy, insolvency, reorganization,
          moratorium or similar proceeding or action, which petition is not
          dismissed within thirty (30) days, (e) shall have a receiver, trustee
          or similar official appointed over it or any of its business and
          assets or (f) 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 within
          thirty (30) days after receipt of written notice from the other party
          specifying such default (other than (i) breaches of material
          representations or warranties, with respect to which there shall be no
          notice required or cure period whatsoever and (ii) a breach of any of
          the covenants contained in Section 12 hereof, with respect to which
          the cure period provided after notice is given shall be seven (7)
          business days), 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 (f).

     11.  Intellectual Property.  All hardware, software (in object code and
          ---------------------
          source code form), programs, codes, trade names, technology,
          intellectual property, licenses, patents, trademarks, tradenames,
          copyrights, trade secrets, know-how and processes, artistic, graphic
          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 or
          provided by each party suppliers under (or in connection with) this
          Agreement (collectively, the "Protected Technology") used by either
                                        --------------------
          party under or in connection with this Agreement or the performance of
          its obligations hereunder shall remain the sole property of the party
          providing such Protected Technology. Neither party shall have any
          right, title or interest in or to any of the other party's Protected
          Technology. Upon the expiration or earlier termination of this
          Agreement for any reason whatsoever, each party shall promptly return
          all information, documents,

                                       13
<PAGE>

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

     12.  Confidentiality.
          ---------------

          a.   Each of the parties hereto (the "Covenanting Party") covenants to
               the other that the Covenanting Party shall not disclose to any
               third party (other than the Covenanting Party's employees and
               directors, in their capacity as such, and the employees 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 regarding 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 as 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 issuance or sale of capital
               stock or assets of the Covenanting Party or any parent thereof.

          b.   Information that is, or should be reasonably understood to be,
               confidential or proprietary includes, without limitation,
               information about sales, cost and other unpublished financial
               information, product and business plans, projections, marketing
               data and sponsors, but shall not include information (i) already
               lawfully known to or independently developed by the party
               disclosing same, (ii) disclosed in published material or
               otherwise generally known or available to the public, (iii)
               lawfully obtained from any third party not under an obligation to
               maintain such information in confidence or (iv) required to be
               disclosed by law.

          c.   Nothing contained herein shall, or shall be deemed to, prohibit
               or in any manner impair or limit each party during or after the
               term of this Agreement from using, leasing, selling or otherwise
               distributing, licensing

                                       14
<PAGE>

               or disposing the Protected Technology provided or developed by
               such party, for profit or otherwise.

     13.  Non-Compete.  During the Initial Term, P2M will not provide any Sales
          -----------
          and Marketing Services at any time for any publications which are, at
          such time, directly competitive with Hachette's then existing
          publications, without the prior written consent of Hachette.

     14.  Indemnification.
          ---------------

          a.   Each party hereby agrees to indemnify and hold harmless the other
               party from and against any and all loss, cost or expense
               (including reasonable attorneys' fees and disbursements) suffered
               by such party resulting from any misrepresentation or breach of
               warranty, covenant or agreement made or to be performed by such
               party under this Agreement, or any claim made by any third party
               against a party hereto in connection with this Agreement arising
               from the acts of the other party hereto.

          b.   Hachette's indemnity of P2M shall include any loss, cost or
               expense arising as a result of or related to the contents of any
               E-Site.

     15.  Limitation On Damages.
          ---------------------

          IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS
          AGREEMENT OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
          CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF
          OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF
          LIABILITY, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
          POSSIBILITY OF SUCH DAMAGES.

     16.  Non-Solicitation.  Except as otherwise expressly set forth herein,
          ----------------
          each party covenants and agrees that, during the term of this
          Agreement and for a period of one (1) year thereafter, it will not
          solicit, recruit, hire or employ, or encourage any third party to
          solicit, recruit, hire or employ, or assist any third party in
          soliciting, recruiting, hiring or employing, the services of any of
          the other party's officers or employees without the prior written
          consent of such other party.



     17.  No Waiver. This Agreement shall not be waived, modified or amended
          ---------
          except as expressly set forth in writing and signed by the parties
          hereto. Without limiting the generality of the foregoing, neither this
          Agreement nor any provision

                                       15
<PAGE>

          hereof shall be deemed amended or modified by, and no waiver of any
          term or condition hereof shall be implied from, or deemed 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.

     18.  Assignment.
          ----------

          a.   Except as provided below, neither party may assign, transfer or
               otherwise encumber this Agreement or any right or interest herein
               without the express prior written consent of the other party.
               Either party may pledge or otherwise collaterally assign its
               rights under this Agreement in order to secure any financing or
               other obligation. Either party may assign this Agreement upon ten
               (10) days prior written notice to the other party to (i) any
               entity (the "Surviving Entity") into which it merges, combines or
               consolidates or which acquires all or substantially all of its
               assets, or (ii) any affiliate of such party, provided in either
               case the Surviving Entity or affiliate, as the case may be,
               agrees in a writing delivered to the other party, within five (5)
               days after the effective date of such assignment, to assume such
               party's obligation contained herein. Any assignment or transfer
               (or attempt to assign or transfer) in violation of the foregoing
               shall be null and void and of no effect. This Agreement shall be
               binding upon and shall inure to the benefit of the parties hereto
               and their respective successors and permitted assigns.

          b.   In the event an E-Site is sold or assigned to a third party
               (other than a third party controlled by any of the members of the
               Hachette Group (each, a "Controlled Third Party")), Hachette has
               the option of terminating this Agreement with respect to that E-
               Site or assigning this Agreement to the acquiror of such E-Site
               (to the extent applicable with respect solely to that E-Site);
               provided, however, in the event Hachette elects to assign this
               Agreement

               i.   such assignee shall assume in writing Hachette's obligations
                    under this Agreement with respect such E-Site arising from
                    and after the effective date of such assignment;

               ii.  Hachette shall give ten (10) days prior written notice of
                    such election and

               iii. P2M shall have the right effective as of the effective date
                    of such assignment to terminate this Agreement as it relates
                    solely to such

                                       16
<PAGE>

                    E-Site. It being understood that any sale of an E-Site by
                    Hachette to a Controlled Third Party shall only be permitted
                    if this Agreement with respect to such E-Site is assigned to
                    and assumed by such Controlled Third Party.

          c.   Hachette shall have the right upon one hundred twenty (120) days
               prior written notice to terminate this Agreement in the event
               that Rich Glassberg is no longer employed by P2M (or the
               Surviving Entity, as the case may be).

     19.  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 hereby
          irrevocably consent 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 New York County, New York,
          which courts shall have exclusive jurisdiction with respect to any
          such action, proceeding or other dispute.

     20.  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 Federal
          Express, to the other party hereto at the address(es) set forth above
          or below. A notice shall be deemed given (a) when delivered
          personally, or (b) when the telecopied notice is transmitted by the
          sender and receipt thereof has been confirmed (electronically or
          otherwise), or (c) three (3) business days after mailing, or (d) the
          next business day after the sender delivers the notice (together with
          a Fedex account number or applicable payment) to Federal Express. A
          copy of all notices to P2M shall be sent by Hachette simultaneously
          (and in the same manner) to Zukerman Gore & Brandeis, LLP, 900 Third
          Avenue, New York, NY 10022, Attn: Andrew M. Chonoles, Esq., facsimile
          no. (212) 223-6433. A copy of all notices to Hachette shall be sent by
          P2M simultaneously (and in the same manner) to General Counsel.

     21.  Miscellaneous
          -------------

          In order for (a) the P2M/Hachette Division to adequately service the
          interactive Advertising needs of Hachette and (b) P2M to properly
          account for (i) Exclusive Sales and Marketing Services rendered to
          Hachette by the P2M/Hachette Division and the Other P2M personnel and
          (ii) the Adserving Services rendered to Hachette by P2M, the parties
          further agree as follows:

                                       17
<PAGE>

          A.   All data including, without limitation, pricing, contract terms,
               and viewer impressions with respect solely to the Exclusive Sales
               and Marketing Services and Adserving Services shall be segregated
               and maintained separately by the P2M/Hachette Division (although
               P2M shall also maintain such data elsewhere for their records to
               the extent it deems appropriate);

          B.   P2M shall, to the extent it deems necessary, employ additional
               personnel in order to properly perform ad trafficking services
               with respect to the Exclusive Sales and Marketing Services it is
               to provide hereunder;

          C.   To the extent Hachette requires, P2M shall provide periodic
               reporting to Hachette relating to existing Exclusive Contracts,
               invoices for Advertising and similar information; and

          D.   With respect to Advertising for which P2M is not being
               compensated for pursuant to the terms of this Agreement, Hachette
               shall advise P2M of the existing rate(s) it is paying for various
               adserving services from third parties and, to the extent P2M's
               then rate for Adserving Services is lower than those being paid
               by Hachette, Hachette shall transfer such adserving to P2M and
               Hachette shall pay to P2M the then applicable P2M rate with
               respect to such Adserving Services, as the same may thereafter be
               adjusted; it being understood that the rate P2M shall charge for
               Adserving Services hereunder (the "P2M Rate") shall be equal to
               P2M's then cost (subject to subsequent adjustments for additional
               costs) for providing such Adserving Service.

          E.   P2M will, at P2M's sole cost and expense, develop, for Hachette's
               approval, all trade and marketing materials to be used by the
               P2M/Hachette Division in connection with all Advertising on the
               E-Sites and other e-commerce of Hachette.

     22.  Entire Agreement. This Agreement constitutes the entire agreement by
          ----------------
          and between the parties with respect to the subject matter hereof and
          supersedes and

                                       18
<PAGE>

          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.

     23.  Unilateral Termination Right.  Notwithstanding anything to the
          ----------------------------
          contrary contained herein, in the event the sum of (i) all gross
          revenues invoiced in calendar year 2001 for all Exclusive Contracts
          and Prior Sales, plus (ii) all B-S Gross Revenues invoiced in calendar
          year 2001 for all Bundled Sales, is less than $5,000,000, Hachette
          shall thereafter have the right, during the balance of the Initial
          Term, to terminate this Agreement upon thirty (30) days prior written
          notice to P2M.

     24.  Counterparts. This Agreement may be executed in counterparts, each of
          ------------
          which shall be deemed an original and all of which together shall
          constitute one and the same document. Facsimile signatures shall be
          binding.

                                       19
<PAGE>

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


PHASE2MEDIA, INC.                    HACHETTE FILIPACCHI MAGAZINES, INC.

By: /s/ Richard Glassberg            By:  /s/ Donald Perri
   ----------------------------           ----------------------------------
Name: Richard Glassberg              Name:  Donald Perri
     --------------------------           ----------------------------------
Title: Chairman/CEO                  Title:  VP New Media
      -------------------------           ----------------------------------


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