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                               DISTRIBUTION AGREEMENT
                                           
    This agreement ("Agreement") is made as of this 6th day of June, 1997, by 
and between Global One Distribution and Merchandising, Inc., a Delaware 
corporation ("Global One"), and 2d Interactive, Inc., a Delaware corporation 
("2d").

                                 BACKGROUND RECITALS
                                           
    WHEREAS, Global One, through one of its subsidiaries, OSP Publishing, 
Inc., is one of the nations leading publishers and distributors of posters;

    WHEREAS, 2d is a media company that has developed an electronic 
merchandising kiosk ("PosterCruiser") to be used in connection with the 
display and sale of posters that contain advertising images, and other media 
programs;

    WHEREAS, 2d and Global one believe that it is in their mutual interest to 
develop certain exclusive business relationships with respect to 2d's media 
programs, subject to the terms and conditions of this Distribution Agreement; 

    WHEREAS, simultaneous with the execution of this Distribution Agreement, 
2d and Global One have entered into a Stock Purchase and Sale Agreement for 
the exchange of certain shares of common stock and for the additional sale of 
common stock subject to the performance of this Agreement; 

    NOW THEREFORE, in consideration of the premises and the mutual agreements 
and understandings herein set forth:

                              1. EXCLUSIVE RELATIONSHIPS
                                           
                            (a) EXCLUSIVE PLACEMENT AGENT
                                           
    2d hereby appoints, and Global One hereby accepts the right and 
responsibility of being 2d's exclusive placement agent for (i) the placement 
of 2d's existing PosterCruisers, as more fully described on a schedule to 
this Agreement, and (ii) the sale of 2d's merchandise based products in 
accordance with the terms and conditions of this Distribution Agreement.  
Merchandise based products shall include all tangible products currently made 
or developed by Global One or its subsidiaries or which may be developed or 
produced by Global One or its suppliers as a reasonable extension of its 
existing product line, and that can be sold on a wholesales basis to 
retailers by Global One.  The terms of this exclusive relationship shall not 
apply to media 

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opportunities available to 2d which are outside of Global One's accounts and 
do not incorporate poster products or other merchandise based products.

                              (b)  EXCLUSIVE MEDIA AGENT
                                           
    Global One hereby appoints, and 2d hereby accepts the right to be Global 
One's exclusive placement agent for the sale and placement of any media 
programs and advertising in Global One's accounts. Global One's accounts 
shall include Targeted and Non-Targeted Accounts, and any other accounts 
Global One, or its subsidiaries or affiliates, distributes it's products.  2d 
agrees to use its best efforts to sell and place media advertising in Global 
One's accounts.  The placement of media advertising may include the placement 
of advertising on 2d's PosterCruisers, as well as any other media programs, 
including, but not limited to, point-of-sale advertising, in-store 
promotions, image based advertising, and product displays. 

                                           
                       2. PLACEMENT OBLIGATIONS AND GUIDELINES
                                           
    Global One agrees to use its best efforts to provide for the placement 
and retention of 2d's PosterCruisers in certain of Global One's accounts as 
selected by 2d and in such other locations as may be selected by 2d and 
accepted by Global One, in accordance with this Distribution Agreement. 

                   (a)  INITIAL POSTERCRUISER PLACEMENT OBLIGATIONS
                                           
    Global One agrees to place and maintain during the term of this 
Distribution Agreement, 1,000 PosterCruisers in certain targeted Global One 
accounts (the "Targeted Accounts") as set forth on Exhibit A, attached hereto 
and made a part hereof. The initial 1,000 PosterCruisers shall be placed on 
or before July 1, 1998, or such later date as may be extended in accordance 
with paragraph 2(e) of this Distribution Agreement.  Global One shall arrange 
and secure the relocation of PosterCruisers with Targeted Accounts as may be 
necessary in order to maintain 1,000 PosterCruisers at all times during the 
term of this Agreement.  2d and Global One may at any time, by written 
agreement signed by both parties, add Targeted Accounts to the list set forth 
on Exhibit A. 

                  (b) ADDITIONAL POSTERCRUISER PLACEMENT OBLIGATIONS
                                           
    From and after the placement of the initial 1,000 PosterCruisers, Global 
One agrees to place and maintain additional PosterCruisers in Targeted 
Accounts in 

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accordance with the Distribution Schedule attached hereto and made a part 
hereof. In the event that 2d intends to place a PosterCruiser in a new 
account outside the Global One accounts, 2d shall give Global One an 
opportunity to accept such account as a Global One account.  Upon acceptance 
of such an account, it shall become subject to the terms and conditions of 
this Distribution Agreement as a Global One Account.

                        (c) POSTERCRUISER PLACEMENT GUIDELINES
                                           
    Global One agrees to adhere to the following Placement Guidelines in 
securing, placing and maintaining, PosterCruisers in all Global One 
distribution locations: 

    (i)     Global One shall arrange and secure Retail Placement Agreements 
with all Targeted Accounts substantially in accordance with the terms and 
conditions of the attached Retail Placement Agreement. Global One 
acknowledges that the Retail Placement Agreement will require the placement 
of PosterCruisers in desirable high traffic locations.  Global One also 
acknowledges that the Retail Placement Agreements will provide for 
exclusivity arrangements with retailers with respect to the sale and display 
of electronic advertising images and posters.  

    (ii)    Although Global One cannot guarantee which Targeted or 
Non-Targeted accounts will accept and receive 2d's Products or 
PosterCruisers, Global One agrees to secure the total number of placement 
obligations set forth herein. 

    (iii)   Global One and 2d agree to work together to determine (1) which 
Targeted or Non-Targeted Accounts will be approached, (2) the manner in which 
each account will be approached, and (3) when the placements of the 2d's 
Products or PosterCruisers will occur.  

    (iv)    2d shall have the final approval with respect to which accounts 
receive 2d's Products or PosterCruisers. 2d may reject Targeted Accounts 
based on a good faith determination by 2d that the accounts fail to meet any 
of the following placement criteria: (1) the location must have a significant 
proportion of customers between 18-24 years of age; (2) total foot traffic at 
the location must be above industry average for comparable size stores in 
competing industries; (3) the location must be predominantly selling either 
books, music, movie videos, posters, or sporting goods; (4) the location 
and/or national chain must be financially sound; and (5) the specific 
location of the PosterCruiser within a store must be acceptable to 2d.

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                       (d) JOINT PROMOTION OBLIGATIONS
                                           
    (i)     2d agrees to attend a mutually acceptable number of conventions 
and/or tradeshows of Global One for the purpose of promoting the use and 
display of 2d's products and PosterCruisers to Global One distribution 
accounts. 2d shall not be responsible for paying any costs associated with 
such trade shows, other than its reasonable travel and lodging expenses to 
and from such conventions and trade shows including technical representation. 
A breach of this provision shall not be a material breach of this Agreement.  
Provided however, 2d shall be responsible for the cost of providing all of 
its advertising material and literature, and the costs of installing, 
maintaining, and providing technical assistence for the PosterCruisers at 
agreed upon convention or joint promotion locations.

    (ii)    2d agrees to provide, subject to its financial resources and 
availability, a reasonable amount of advertising literature and material for 
Global One's use and distribution for the promotion of 2d's products and 
PosterCruisers.  All 2d Products will contain the 2d brand name and such 
other identification information as 2d may reasonably determine.

                       (e)  POSTERCRUISER FINANCING CONTINGENCY
                                           
    Global One's obligations to place the PosterCruisers and meet the 
distribution schedules set forth herein, shall be subject to 2d's ability and 
willingness to finance and provide available PosterCruisers.  The 
distribution dates and obligations set forth herein shall be extended by any 
periods associated with 2d's failure to timely provide PosterCruisers once 
Targeted or Non-Targeted Accounts have been selected for distribution and 
placement. Global One's obligation to place and maintain PosterCruisers 
pursuant to this Agreement is further subject to 2d willingness to continue 
to develop and expand its PosterCruiser program in accordance with its 
business plans and objectives.  In the event that 2d determines that the 
expansion of the PosterCruiser program in such Global One locations is not in 
the bests interests of 2d, then Global One's obligations to place 
PosterCruiser shall thereafter cease.

                           (f) RELOCATION OF POSTERCRUISERS
                                           
    2d shall have the right to relocate any non-performing PosterCruisers to 
other locations within or outside the Global One accounts upon 60 days 
advance notice to Global One.  Non-performing shall mean PosterCruisers that 
fail to meet the performance guidelines developed by 2d and the applicable 
retailer from time to time. In the event 2d causes the relocation of a  
PosterCruiser, it shall pay all applicable 

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technical relocation fees and costs.  During the term of this agreement 
Global One shall have the right to cause 2d to relocate the PosterCruisers to 
other Global One distribution locations upon 60 days advance notice to 2d.  
Global One agrees to assume relocation costs for each PosterCruiser 
relocation, provided all technical aspects of the relocation shall be managed 
by 2d.  In the event that a creditor of 2d causes the removal of a 
PosterCruiser, 2d agrees to indemnify and hold Global One harmless from any 
and all costs and expenses associated with the removal of such PosterCruiser.
                                           
                         (g)  NON-POSTERCRUISER MEDIA PROGRAM
                                           
    Throughout the term of this Agreement, Global One agrees to provide for 
the placement of 2d's advertising posters, signs, and other products, 
(collectively "2d's Products") as determined by 2d in certain Targeted and 
Non-Targeted Accounts, as set forth on Exhibit B, attached hereto and made a 
part hereof.  2d will work with Global One to determine which Targeted and 
Non-Targeted accounts will receive 2d's Products and Global One will use its 
best efforts to arrange for the placement of 2d's Products in such Targeted 
and Non-Targeted accounts. 2d and Global One may at any time, by written 
agreement signed by both parties, add Targeted and Non-Targeted Accounts to 
the list set forth on Exhibits A and B.  In addition, Global One agrees to 
the following specific media programs for Targeted and Non-Targeted Accounts:

    (i)     During the term of this Agreement, Global One shall provide 2d 
with the opportunity to place 2d posters in a minimum of 4 wing rack slots at 
up to 5,000 Global One Targeted Accounts and a minimum of 6 wing rack slots 
at up to 10,000 Non-Targeted Accounts with guaranteed placement in at least 2 
wing rack slots at both Targeted and Non-Targeted Accounts.   

    (ii)    Global One agrees to provide 2d with the opportunity to place 2d 
advertising images on between 2 and 4 marquee signs at up to 5,000 Targeted 
Accounts and 2 marquee signs at up to 10,000 Non-Targeted Accounts.

    (iii)   Global One agrees to allow 2d to develop and place other media 
programs at Targeted or Non-Targeted Account, subject to the approval of such 
accounts.

                           (h) 2d'S PERFORMANCE OBLIGATIONS
                                           
    Global One's placement obligations shall be subject to 2d's obligation to 
timely, deliver, install, and maintain in good operating condition the 
PosterCruisers in the selected locations.  2d represents that the 
PosterCruisers will be fit for their intended purposes and tasks.  2d further 
represents that the design and configuration of its 

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PosterCruiser does not violate any copyright, trademark or patent, or other 
intellectual property right of any other person, firm, or entity. In the 
event that 2d does not diligently fulfill its obligations pursuant to this 
paragraph, then Global One's obligation to provide for the placement of such 
PosterCruisers shall be suspended until such time as 2d can consistently 
fulfill such obligations and provide adequate assurances that it can continue 
to fulfill such obligations.

                                  3.  POSTER PROGRAM
                                           
                           (a)  POSTER PROGRAM MAINTENANCE
                                           
    In consideration of receiving the poster revenues set forth in 
subparagraph (b) below, Global One agrees to manage all aspects of 2d's 
poster distribution program including the following primary obligations: (i) 
maintain a flexible inventory program that encourages each PosterCruiser to 
be fully stocked with 2d's products at all times; (ii) ensure an initial 
stocking order of 432 posters for each PosterCruiser location or such other 
number as may be required to fill all distribution slots in each 
PosterCruiser; (iii) use its best efforts to keep the PosterCruisers fully 
stocked with posters from each SKU; (iv) maintain minimum inventory levels of 
3 posters per SKU; (v) supply all posters to accounts at its traditional and 
standard listed wholesale prices, subject to annual price adjustments; (vi) 
provide a contact person who can supply 2d with bi-monthly inventory counts 
to assure that the PosterCruisers are fully stocked and maintained; (vii) 
recall and replace from its accounts all expired poster images, as hereafter 
defined, with new posters as designated by 2d; (viii) display and stock 
posters in PosterCruisers for which 2d has a designated advertising contract 
or as 2d may otherwise direct; (ix) provide a 100% poster return policy to 
all retail accounts; and (x) manage all printing, fulfillment, returns, and 
billings aspects of the poster program. An expired poster shall mean a poster 
for which an advertising agreement period has expired with 2d.  2d projects 
that it will rotate images on a quarterly or more frequent basis.

                           (b) POSTER REVENUES & ROYALTIES
                                            
   In consideration of Global One maintaining 2d's poster program, 2d hereby 
grants to Global One the right to receive all revenues from the sale of 
posters to Global One distribution accounts (Targeted and Non-Targeted).  
Provided, Global One agrees to pay 2d a royalty of six and one half percent 
(6.5%) of the net sales of all of 2d's Products being distributed and sold to 
Global One accounts. Net sales shall be defined as all revenue received from 
the sale of 2d's Products by Global One or its affiliates, less customary 
trade discounts and product returns. Royalty payments will be made to 

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2d on a quarterly basis by the last day of the month following the end of 
each quarter for which royalties are due.  Global One shall provide detailed 
sales reports in connection with each royalty payment which shall include, 
but not be limited to, the quantities of each 2d Product sold for each Global 
One account. 2d reserves the right to offset total royalties due 2d from the 
total Media Fee due Global One in accordance with paragraph 4 below.  All 
sales of 2d's Products shall be made directly to Global One retail accounts 
and not through any intermediary, affiliate or other distributor.

         (c) POSTER PRINTING, PUBLISHING SCHEDULE & CUSTOMER SERVICE
                                           
    2d agrees to give Global One 6 weeks advance notice of which posters need 
to be printed prior to the intended distribution date along with the intended 
distribution sites.  Global One agrees to secure any and all necessary 
retailer approval of the distribution of the intended posters prior to 
printing. Global One agrees to provide 2d with a printing schedule to 
coordinate poster printing. The cost of all printing and production charges 
for all posters and related 2d Products shall be paid by Global One.  All 
customer service calls related to 2d's Products produced by Global One shall 
be handled by Global One, unless otherwise directed by 2d.  Global One shall 
submit to 2d final proofs and production samples of each 2d Product to be 
produced by Global One, for 2d's final written approval prior to printing.  
2d reserves the right to reject any 2d Products produced by Global One that 
do not conform to the final proofs or production samples, or products for 
which no approval was obtained.

                             (d)  BOOKS AND RECORDS
                                            
    Global One shall keep true and complete books and records pertaining to 
the manufacture and sale of the 2d Products pursuant to this Distribution 
Agreement.  2d shall have the right to inspect and audit Global One's books 
and records by mail or at Global One's office during normal business hours to 
determine and verify 2d Product sales figures and royalty payments. In the 
event that such audit reveals additional payments due 2d, Global One shall 
pay upon demand all such amounts due plus interest at a rate of twelve 
percent per annum from the date such amounts are determined due and owing.  
All such audits shall be at 2d's sole cost and expense, provided however, in 
the event that the amount due 2d as a result of such audit is equal to six 
percent (6%) or more of the amount initially paid, then Global One shall 
reimburse 2d for all reasonable costs of the audit including travel, meals, 
lodging, and time expenses at a rate of $100 per hour spent conducting the 
audit.

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                         (e) DISPLAY OF GLOBAL ONE POSTERS
                                           
    Global One shall have the right to display one or more Global One Posters 
(posters bearing images owned or licensed by Global One) in the 2d 
PosterCruiser as reasonably determined by Global One and 2d.  The goal and 
priority of the product mix to be placed in the PosterCruisers, between 2d 
Products and Global One Products, will be to fill the PosterCruisers with the 
highest generating media revenue posters.

                                  4.  MEDIA REVENUE
                                           
    2d agrees to pay Global One a Media Fee for the placement of 2d's 
PosterCruisers, the placement of Non-PosterCruiser media programs, and for 
the sale of media advertising in each case through existing Global One 
displays. The Media Fee shall vary depending on the type of media program at 
each Global One account.  The types of media programs for which Media Fees 
are payable will include (1) PosterCruiser media programs, (2) 
Non-PosterCruiser media programs such as in-store signage, and (3) Global One 
display rack media programs.  The Media Fee payable to Global One shall be 
determined by multiplying the applicable Media Rates for each media program 
times the applicable Media Revenues generated by each program.

                                    (a) MEDIA RATE
                                           
    The Media Rate for the PosterCruiser media program shall be equal to up 
to eight percent (8%), depending on the amount given to retailers pursuant to 
the Retail Placement Agreement.  Global One shall be required to offer up to 
four percent (4%) of the media rate to retailers as may be necessary to 
provide an incentive for the retailer to place the PosterCruisers. The rate 
given to retailers will be deducted from the rate paid to Global One pursuant 
to the PosterCruiser media program. The Media Rate for all Non-PosterCruiser 
media programs shall be equal to ten percent (10%).  The Media Rate for 
Global One display wing racks shall be equal to fifty percent (50%).    

                                  (b) MEDIA REVENUE
                                           
    Media Revenue related to each location for each type of media program is 
determined by allocating 2d's total media revenue from each advertiser to 
each type of media program and then to each location where the media program 
is being displayed.  2d will allocate media revenue received from advertisers 
to each of its media programs and locations in accordance with its 
established practices which will be consistently 

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applied.  Media Revenue shall include any and all media programs and 
advertising placed by 2d in Global One accounts.
                                           
                                   (c) MEDIA FEES 
                                           
    Media Fees will be paid to Global One quarterly on the last day of the 
month following the end of each calendar quarter during the term of this 
Distribution Agreement. Media Fees shall be based on the Media Revenue 
recognized during the quarter times the applicable Media Rate. In general, 
2d's Media Revenue is recognized during the period in which the advertising 
is placed for display.  2d shall submit an accounting statement certified by 
2d's Treasurer or other officer attesting to the timing and allocation of the 
Media Revenue, applicable Media Rate, and resulting Media Fees payable to 
Global One.

                                 (d)  RIGHT OF OFFSET
                                           
    In the event of a breach of any term of this Agreement by one party, the 
other party shall have the right to withhold all fees or royalties payable to 
the other during any period of breach and to offset the payment of such fees 
or royalties with any damages or lost profits caused to the non-breaching 
party as a result of such breach. 

                                (e)  BOOKS AND RECORDS
                                            
    2d shall keep true and complete books and records pertaining to the all 
media revenue and media fees paid in connection with this Distribution 
Agreement.  Global One shall have the right to inspect and audit 2d's books 
and records by mail or at 2d's office during normal business hours to 
determine and verify the media revenue and media fees paid pursuant to this 
Distribution Agreement. In the event that such audit reveals additional 
payments due Global One, 2d shall pay upon demand all such amounts due plus 
interest at a rate of twelve percent per annum from the date such amounts are 
determined due and owing. All such audits shall be at Global One's sole cost 
and expense, provided however, in the event that the amount due Global One as 
a result of such audit is equal to six percent (6%) or more of the amount 
initially paid, then 2d shall reimburse Global One for all reasonable costs 
of the audit including travel, meals, lodging, and time expenses at a rate of 
$100 per hour spent conducting the audit..

                                5.  TERM OF AGREEMENT.
                                           
    The initial term of this Agreement shall be for a period of Ten (10) 
Years from the date of this Agreement.  Prior to or upon expiration of this 
Agreement, Global One 

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and 2d agree to meet to review the performance of the program during the 
initial term.  Upon mutual agreement of the parties, this agreement may be 
extended for one or more successive periods. 

 6.  MAINTENANCE AND OWNERSHIP OF POSTERCRUISERS & INTELLECTUAL PROPERTY RIGHTS
                                           
                                   (a)  MAINTENANCE
                                           
    2d will provide installation service and complete technical maintenance 
and servicing of the PosterCruisers, including regular polling of 
PosterCruisers to insure that software is functioning properly. 2d agrees to 
provide Global One distribution sites with relevant program instructions and 
PosterCruiser operation instructions. Global One agrees to cause its accounts 
to provide access to one dedicated telephone line.  2d agrees to pay regular 
installation and monthly telephone charges for such line.  Should any 
hardware problems occur, 2d will provide on-line or on-site technical service 
to ensure proper functioning of each PosterCruiser.  2d will install all 
PosterCruisers at no cost to Global One. 

                           (b) OWNERSHIP OF POSTERCRUISERS
                                           
    Ownership of the PosterCruisers and all digital or electronic images will 
remain with 2d at all times. In the event that a Global One distribution 
location prematurely terminates or breaches its retail placement agreement, 
Global One agrees to pay the costs of relocating the PosterCruiser to another 
Global One account.
    
               (c) TRADEMARKS, PATENTS, & INTELLECTUAL PROPERTY RIGHTS
                                           
    Nothing contained herein shall convey any right, title or interest of any 
2d patents, trademarks, copyrights or other intellectual property rights to 
Global One.  All products, programs, designs, materials, and concepts, that 
may be patented, copyrighted, trademarked or otherwise protected, which are 
developed by 2d, with or without the participation of Global One, before, 
during, or after the term of this Distribution Agreement related to the 
distribution and sale of media advertising and/or merchandising of 2d's 
Products, including the PosterCruiser, shall be or become the property of 2d.

                          (d) RIGHTS OF LICENSED PROPERTIES
                                           
    Global One shall use its best efforts to secure the electronic media 
rights to display all of Global One's images which may be placed on 2d's 
PosterCruisers or 

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Products.  Global One agrees to defend and hold 2d harmless from an against 
Global One's failure to secure the necessary rights to display images on the 
PosterCruiser or 2d's Products.

                               7. ADDITIONAL COVENANTS
                                           
                          (a) LANDLORD'S WAIVER AND CONSENT
                                           
    Global One shall obtain the consent and waiver of lien, on a form 
acceptable to 2d, of each Landlord or Financial Institution of a retail 
account that maintains a prior lien on the property located in or about the 
retail premises, prior to the placement of each PosterCruiser.  The purpose 
of the waiver and consent shall be to prevent a landlord or financial 
institution of a retail establishment from maintaining possessory rights to 
the PosterCruisers being placed in each retail account.  2d agrees to provide 
or execute any and all necessary indemnifications required by retailers with 
respect to loss or damage resulting from the installation or removal of the 
PosterCruisers.

                                 (b) NON-COMPETITION
                                           
    During the term of this Agreement and for a period of three years from 
the termination hereof for any reason, Global One agrees not to (i) directly 
or indirectly engage in any business, whether as a proprietor, parent or 
subsidiary, partner, joint venturer, employer, agent, consultant, or 
beneficial or record owner of the capital stock of any corporation or 
association, which is engaged in the activities in competition with the 
business of media advertising or merchandising kiosks conducted by 2d or any 
subsidiary of 2d, or (ii) disclose or appropriate to its own use or the use 
of any other person or entity any trade secret or confidential information of 
or confidential knowledge pertaining in any way to the business of 2d or any 
subsidiary of 2d.  Provided however, nothing contained herein shall prevent 
Global One, or its subsidiaries and affiliates, from carrying on its existing 
lines of business.  Global One represents and warrants that it is currently 
not developing or competing in the media advertising or electronic 
merchandising kiosks businesses.
    
                               (c) BREACH OF AGREEMENT
                                           
    The failure of either party to carry out and adhere to the obligations 
and covenants set forth herein shall be considered a material breach of this 
Agreement, provided however, either party shall have a right to cure any 
material breach of this Agreement within 30 days of notice by the 
non-breaching party of such breach.  In addition, the bankruptcy, whether 
voluntary or involuntary, or admitted insolvency of either party shall be 
considered a material breach of this Agreement.  In the event of a 

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breach of this Agreement the non-breaching party shall have the cumulative 
rights to terminate this Agreement, pursue the breaching party for all 
amounts due and owing pursuant to this Agreement, seek specific performance 
by injunction or otherwise, exercise any right of offset set forth herein, 
and/or exercise any remedy provided in the Stock Sales Agreement with respect 
to a breach of the Distribution Agreement. Such rights shall be cumulative 
and may be exercised by the non-breaching party in any manner deemed 
sufficient to compensate the non-breaching party for the loss, damage, or 
harm proximately caused by the breaching party.  The prevailing party in any 
action brought to enforce the terms and conditions of this Distribution 
Agreement shall be entitled to attorneys fees, costs, and all expenses 
related to the enforcement of its remedies provided for herein.

                    (d) NON-SOLICITATION OF EMPLOYEES/CONTRACTORS
                                           
    Each party to this Agreement agrees that it will not, without the prior 
written consent of the other, directly or indirectly solicit for employment 
or offer any position of employment or retain as an independent contractor, 
any employee or contractor of the other during the term of this Agreement and 
for a period of one year thereafter

                        (e)  MEETING WITH GLOBAL ONE ACCOUNTS
                                           
    Throughout the term of this Distribution Agreement, 2d shall have the 
right to meet and work directly with Global One accounts to better achieve 
the objectives of this Distribution Agreement.

                                8. MISCELLANEOUS TERMS
                                           
                              a) ARBITRATION OF DISPUTES
                                           
    Any controversy or claim arising out of or relating to this Agreement, or 
the breach thereof, shall be settled by arbitration in accordance with the 
rules of the American Arbitration Association in the State of Delaware.  
Judgment upon the award rendered by the arbitrator may be entered in any 
court having jurisdiction thereof.
    
                              b) RELATIONSHIP OF PARTIES
                                           
    Nothing herein contained shall be construed to place the parties hereto 
in the relationship of partners or joint ventures, and neither party shall 
have the authority to bind the other for any legal obligation.
    
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                                c) COMPLETE AGREEMENT 
                                           
    This Agreement supersedes all prior contracts and understandings between 
the parties and may not be modified, changed or altered by any premise or 
statement by whomsoever made and may only be modified by further written 
agreement signed by all parties hereto.
    
                          d) SEVERABILITY AND GOVERNING LAW
                                           
    Each of the provisions of this Agreement shall be enforceable 
independently of any other provision of this Agreement and independent of any 
other claim or cause of action.  In the event of any dispute arising under 
this Agreement, it is agreed between the parties that the law of the State of 
Delaware will govern the interpretation, validity and effect of this 
Agreement without regard to the place of execution or place of performance 
thereof.
    
                                 e) WAIVER OF BREACH
                                           
    The failure of either party at any time to require the performance of the 
other of any of the provisions herein shall in no way effect the respective 
rights of either party to enforce the same nor shall the waiver by either 
party of any breach of any provisions hereunder be construed to be a waiver 
of any succeeding breach or as a waiver or modification of the provisions of 
the Agreement itself.
    
                                   f) AUTHORIZATION
                                            
    The parties executing this agreement represent and warrant that they have 
the necessary authorization and authority to bind the party on behalf of 
which they are executing the agreement. 
    
                                      g) NOTICES
                                           
    Each notice, request, approval, consent, or payment statement made 
pursuant to this Agreement shall be in writing and shall be considered 
effective and received on the day of deposit with the United States Postal 
system, postage pre-paid, to such party at such address(es) as set forth 
below (notices may also be made by facsimile provided a copy of the same is 
deposited in the United States Postal system on the same day):
    
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    If to 2d:           Mr. Dominic Ianno
                        2d Headquarters
                        186 South Street
                        Boston, MA  02111
                        Facsimile 617-574-7326
    
    with copy to:       Steven J. Thayer
                        Thayer & Associates, Ltd.
                        333 W. Wacker Drive, Suite 2020
                        Chicago, IL 60606
                        Facsimile 312-357-2551

    If to Global One:   George Vrabeck
                        5548 Lindbergh Lane
                        Belle, CA 90201
                        Facsimile 213-263-9258

    with copy to:       Daniel H. Wolff
                        Weissmann, Wolff, Bergman, 
                        Coleman & Silverman, LLP
                        9665 Wilshire Boulevard, Suite 900
                        Beverly Hills, CA 90212-2345

                             (h)  MUTUAL INDEMNIFICATION
                                           
    In consideration of the mutual covenants, agreements, and undertakings 
set forth therein, each party (the "Indemnifying Party") hereto hereby agrees 
to indemnify and hold harmless the other party and its affiliates and the 
respective directors, officers, agents, representatives, advisors and 
employees and its affiliates and each other person, if any, controlling such 
other party or any of its affiliates (each an "Indemnified Person") from and 
against all losses, claims, damages, liabilities, actions, taxes and expenses 
incurred by any Indemnified Person (including fees and disbursements of 
counsel) which are related to or arise, directly or indirectly, out of or in 
connection with (i) any material breach of this Distribution Agreement, (ii) 
any failure to have the necessary intellectual property rights to produce its 
products, or (iii) actions taken or omitted to be taken (including any untrue 
statements made or any statements omitted to be made) by the Indemnifying 
Party or any of its affiliates. The Indemnifying Party will reimburse any 
Indemnified Person for all expenses (including fees and disbursements of 
counsel) as they are incurred by such Indemnified Person in connection with 
investigating, preparing or defending any such action or claim, 

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whether or not in connection with pending or threatened litigation in which 
such Indemnified Person is a party. The Indemnifying Party also agrees that 
no Indemnified Person shall have any liability to the Indemnifying Party or 
its affiliates for or in connection, except for such liability for losses, 
claims, damages, liabilities, actions, taxes or expenses incurred by the 
Indemnifying Party or its affiliates insofar as a court of competent 
jurisdiction has determined in a final and nonappealable order that such 
liability has resulted primarily from the gross negligence, recklessness, bad 
faith or willful misconduct of the Indemnified Person, and the Indemnifying 
Party agrees that it will not, and will procure that its affiliates will not, 
make any claim against any Indemnified Person in respect of any such 
liability. The Indemnifying Party further agrees that it will not, without 
the prior written consent of the Indemnified Person (such consent not to be 
unreasonably withheld), settle or compromise or consent to the entry of any 
judgment in any pending or threatened claim, action, suit or proceeding in 
respect of which indemnification may be sought hereunder.

    The parties hereto, intending this Agreement to be effective as of the 
day and year first set forth above, have caused this Agreement to be duly 
executed by the authorized representative set forth below.
    
    2D INTERACTIVE, INC.         GLOBAL ONE DISTRIBUTION & 
                                 MARKETING, INC.
    By: /s/ Dominic Ianno        By: /s/ Joseph Angard       
       ---------------------        -------------------------
    Dominic Ianno, President        Joseph Angard, CEO
    
    Attest:                       Attest:
           ------------------            --------------------

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                                   SCHEDULE I
                                           
Global One agrees to place and maintain PosterCruisers in accordance with the 
following schedule:

    1,000 PosterCruisers installed by July 1, 1998

    2,500 PosterCruisers installed by July 1, 1999

    5,000 PosterCruisers installed by July 1, 2000

    Maintain a minimum of 2,500 PosterCruisers at all times after April 1, 1999.

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                                   SCHEDULE II
                                           
POSTERCRUISERS shall be defined as electronic merchandising kiosks which display
advertising and poster images on a computer touch screen driven by a central
processing unit located in a frame which also serves as a display and rack for
the merchandising of posters and other products.

 

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                                      EXHIBIT A
                                  TARGETED ACCOUNTS
                                           
Blockbuster Entertainment
Tower Records
Virgin Records
Hastings Books and Music
Musicland
Hollywood Video
TransWorld
Wherehouse Entertainment
HMV Music
Movie Gallery
National Record Mart
Movies Video
Lowes Movie Theaters
AMC Theaters

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                                      EXHIBIT B
                                Non-Targeted Accounts
                                           
                                           
K-Mart
Target
JC Penney
Sports Authority
Big 5



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