Agreement for Termination of Computer Supply Arrangement - Intellesale.com Inc. and FlashNet Communications Inc.


                            AGREEMENT FOR TERMINATION
                         OF COMPUTER SUPPLY ARRANGEMENT
                        

         THIS AGREEMENT FOR TERMINATION OF COMPUTER SUPPLY ARRANGEMENT
("Agreement for Termination of Computer Supply Arrangement") is entered into by
and between Intellesale.com, Inc. ("Intellesale"), a Delaware corporation with
its principal place of business at 510 Ryerson Road, Lincoln Park, New Jersey
07035, and FlashNet Communications, Inc. ("FlashNet"), a Texas corporation with
its principal place of business at 3001 Meacham Boulevard, Suite 100, Fort
Worth, Texas 76137. Intellesale and FlashNet are sometimes collectively referred
to herein as "the Parties."

         WHEREAS, the Parties executed a letter agreement dated on or about June
2, 1999, amended twice thereafter by amendment signed by Russell A. Wiseman, of
FlashNet, and Charles Newman, for Intellesale, and amendment dated on or about
July 7, 1999 (as amended, the "Original Agreement"), in order to effect
FlashNet's "Free PC" program, whereby FlashNet would give new FlashNet customers
a refurbished personal computer, purchased by FlashNet from Intellesale, as a
rebate following the customer's execution of a 24- or 36-month Internet service
contract with FlashNet;

         WHEREAS, disputes have arisen between FlashNet and Intellesale relating
to, among other things, performance under the Original Agreement;

         WHEREAS, FlashNet has entered into an agreement with Prodigy
Communications Corp. providing for sale of FlashNet to Prodigy Communications
Corp. and in connection therewith, FlashNet desires to modify the arrangement
between Intellesale and FlashNet.


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Agreement For Termination of Computer Supply Arrangement                  Page 1



         WHEREAS,  FlashNet has filed an action styled  FlashNet 
Communications, Inc. v. Intellesale.com, Inc., numbered Cause Number
141-180756-99, before the 141st Judicial District Court, Tarrant County, Texas
("the Texas Lawsuit"); and

         WHEREAS, as more fully described below, Intellesale and FlashNet now
desire to compromise, resolve and settle the outstanding liabilities as set
forth below, finally and forever, to avoid the uncertainty, time and expense of
litigation, by and through the execution of this Agreement for Termination of
Computer Supply Arrangement;

         NOW, THEREFORE, for and in consideration of the mutual promises and
agreements set forth herein, including the recitals stated below, the receipt
and sufficiency of which are hereby acknowledged, Intellesale and FlashNet agree
as follows:

         1.       Intellesale,  on behalf of itself and its  agents,  assigns,  
                  owners, representatives, brokers, officers, directors,
                  shareholders, insurers, reinsurers, attorneys, subsidiaries,
                  affiliates, and all persons in privity with such individuals
                  or organizations, does hereby RELEASE, acquit, and forever
                  discharge FlashNet, and each of its agents, assigns, owners,
                  representatives, brokers, officers, directors, shareholders,
                  insurers, reinsurers, attorneys, subsidiaries, affiliates
                  (including, without limitation, parent companies), and all
                  persons in privity with such individuals or organizations
                  (the "Released FlashNet Parties"), from each and every,
                  joint and several, claim, demand, action and/or cause of
                  action which: (i) relates in any way to the filing of the
                  Texas Lawsuit; or (ii) has been or could have been asserted
                  by Intellesale against the Released FlashNet Parties through
                  the date of this Agreement for Termination of Computer
                  Supply Arrangement relating in any way to the Original
                  Agreement, including, without limitation, any demands for
                  payments that were or could have been made; by way of
                  invoice or otherwise, upon FlashNet for computers and/or
                  computer hardware provided under the Original Agreement or
                  charges relating to such computers and/or computer hardware;
                  provided, however, FlashNet is not released from (i) any
                  claim by Intellesale against FlashNet relating in any way to
                  claims against Intellesale by any third party (including,
                  without limitation, individuals and governmental entities)
                  in respect of FlashNet's obligations under the Original
                  Agreement; or (ii) its obligations under this Agreement for
                  Termination of Computer Supply Arrangement or (iii) any
                  agreements or contracts entered into between Intellesale and
                  FlashNet executed after the date of this Agreement for
                  Termination of Computer Supply Arrangement. The parties
                  hereto further agree that each party hereto shall bear its
                  own attorneys' fees in the above-referenced dispute.
                  Intellesale expressly agrees to indemnify and hold harmless
                  FlashNet, its agents,

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Agreement For Termination of Computer Supply Arrangement                  Page 2


                  assigns, owners, representatives, brokers, officers,
                  directors, shareholders, insurers, reinsurers, attorneys,
                  subsidiaries, affiliates, and all persons in privity with
                  such individuals or organizations, of, from and against any
                  and all liability, including costs, damages (whether arising
                  in contract, tort or otherwise), attorney's fees, and expert
                  fees in connection with any third-party claims in any way
                  relating to Intellesale's obligations under the Original
                  Agreement or the computers and/or computer hardware furnished
                  by Intellesale in the past, present or future. The
                  indemnifying party shall have the right to settle any claims
                  in its sole discretion. The indemnified party may settle any
                  claims with the written consent of the indemnifying party,
                  which consent shall not be unreasonably withheld.


         2.       FlashNet,  on  behalf  of itself  and its  agents,  assigns,  
                  owners, representatives, brokers, officers, directors,
                  shareholders, insurers, reinsurers, attorneys, subsidiaries,
                  affiliates, and all persons in privity with such individuals
                  or organizations, does hereby RELEASE, acquit, and forever
                  discharge Intellesale, and each of its agents, assigns,
                  owners, representatives, brokers, officers, directors,
                  shareholders, insurers, reinsurers, attorneys, subsidiaries,
                  affiliates (including, without limitation, parent companies),
                  and all persons in privity with such individuals or
                  organizations (the "Released Intellesale Parties"), from each
                  and every, joint and several, claim, demand, action and/or
                  cause of action which has been or could have been asserted by
                  FlashNet against the Released Intellesale Parties through the
                  date of this Agreement for Termination of Computer Supply
                  Arrangement relating in any way to the Original Agreement;
                  provided, however, notwithstanding the foregoing, FlashNet
                  does not release the Released Intellesale Parties from: (i)
                  any claim by FlashNet against Intellesale relating in any way
                  to claims against FlashNet by any third party (including,
                  without limitation, individuals and governmental entities) in
                  respect of Intellesale's obligations under the Original
                  Agreement; (ii) any claim for damages relating to the failure
                  of computers and/or computer hardware furnished under the
                  Original Agreement to be Y2K compliant which is suffered by
                  FlashNet following the date of this Agreement for Termination
                  of Computer Supply Arrangement; (iii) Intellesale's
                  obligations under this Agreement for Termination of Computer
                  Supply Arrangement; or (iv) Intellesale's obligations under
                  any agreements or contracts entered into between Intellesale
                  and FlashNet executed after the date of this Agreement for
                  Termination of Computer Supply Arrangement. The parties hereto
                  further agree that each party hereto shall bear its own
                  attorneys' fees in the above-referenced dispute. FlashNet
                  expressly agrees to indemnify and hold harmless Intellesale,
                  its agents, assigns, owners, representatives, brokers,
                  officers, directors, shareholders, insurers, reinsurers,
                  attorneys, subsidiaries, affiliates, and all persons in
                  privity with such individuals or organizations, of, from and
                  against any and all liability, including costs, damages
                  (whether arising in contract, tort or otherwise), attorney's
                  fees, and expert fees, in connection with any third-party
                  claims in any way relating to FlashNet's obligations under the
                  Original Agreement. The indemnifying party shall have the
                  right to settle any claims in its sole discretion. The
                  indemnified party may settle any claims with the written
                  consent of the indemnifying party, which consent shall not be
                  unreasonably withheld.

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Agreement For Termination of Computer Supply Arrangement                  Page 3



         3.       In exchange for the various commitments by Intellesale
                  pursuant to this Agreement for Termination of Computer Supply
                  Arrangement, FlashNet shall pay to Intellesale the sum of TWO
                  MILLION NINE HUNDRED THOUSAND DOLLARS ($2,900,000.00) by wire
                  transfer within one business day following execution of this
                  Agreement for Termination of Computer Supply Arrangement by
                  the Parties and delivery by Intellesale of an original,
                  fully-executed performance bond in the form attached hereto as
                  Exhibit A.

         4.       The Parties agree that the Original Agreement is hereby
                  terminated effective on he date on which the payment provided
                  in the preceding Section is made.

         5.       FlashNet shall, through its attorneys, file a voluntary
                  nonsuit, within one business day following the date on which
                  this Agreement for Termination of Computer Supply Arrangement
                  is fully executed by the Parties, with the 141st Judicial
                  District Court, Tarrant County, Texas, of the action styled
                  FlashNet Communications, Inc. v. Intellesale.com, Inc.,
                  numbered Cause Number 141-180756-99.

         6.       Intellesale  agrees to provide a 3 Year  Warranty  with 
                  respect to each and every computer ever furnished to FlashNet
                  or customers of FlashNet pursuant to the Original Agreement
                  (or furnished pursuant to Intellesale's warranty obligation
                  pursuant to this Agreement for Termination of Computer Supply
                  Arrangement) such that if any such computer or computer
                  hardware fails for any reason covered by Intellesale's
                  warranty obligations as described in the Original Agreement on
                  such computer or computer hardware within 3 years following
                  original delivery of such computer to any FlashNet customer,
                  FlashNet or such FlashNet customer may receive a replacement
                  at no extra cost; provided, however, Intellesale shall not be
                  responsible for replacing any computers or computer hardware
                  or software licenses pursuant to this paragraph if the
                  original of such computer or computer hardware or software
                  licenses is not returned unless FlashNet pays Intellesale the
                  amounts listed in paragraph 7b reflecting the cost to FlashNet
                  of such computers and computer hardware. FlashNet will use its
                  commercially reasonable best efforts to determine if software
                  media (disks) were also supplied to such FlashNet customer and
                  will request the return of any such software media along with
                  the computer or computer hardware as appropriate. FlashNet
                  will also use its commercially reasonable best efforts to
                  avoid the return of nondefective computer and/or computer
                  hardware. Computers and computer hardware delivered by
                  Intellesale pursuant to this Agreement for Termination of
                  Computer Supply Arrangement shall at all times be Y2K
                  compliant and meet the specifications and configurations
                  specified in Exhibit B hereto, and the definition of
                  "Refurbished" or "Manufacturer Refurbished" attached hereto as
                  Exhibit C. Following the expiration of three years after the
                  date hereof, no further warranty obligation of Intellesale
                  shall accrue; provided, however, the terms of this clause
                  shall not affect Intellesale's warranty obligation accruing
                  prior to the date of such expiration. Intellesale hereby
                  acknowledges that, although FlashNet may assist with
                  Intellesale's warranty fulfillment obligations as provided
                  below, all warranty obligations described in this paragraph
                  are, and shall at all times remain, the sole and exclusive
                  obligation of Intellesale.

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Agreement For Termination of Computer Supply Arrangement                  Page 4



7.       Beginning tow days after the effective date hereof Intellesale

         agrees to permit FlashNet to assist Intellesale in the following manner
         with fulfillment of its Intellesale warranty obligations to persons who
         have received computers and/or computer hardware pursuant to the
         Original Agreement. Such assistance by FlashNet may be terminated by
         FlashNet at any time in FlashNet's sole and absolute discretion on 30
         days' written notice to Intellesale. For so long as FlashNet shall, in
         its discretion, assist in the fulfillment of Intellesale's warranty
         obligations, the parties agree as follows:

         a.       FlashNet shall provide telephone support for all customer
                  calls relating to computers furnished pursuant to the
                  Original Agreement. In the event a replacement computer or
                  replacement computer hardware must be forwarded to a customer
                  pursuant to Intellesale's warranty obligation, FlashNet shall
                  effect such replacement, at Intellesale's cost, from computers
                  and computer hardware provided in advance by Intellesale to
                  FlashNet at a site managed and controlled by FlashNet in Fort
                  Worth, Texas ("FlashNet's Warehouse") in accordance with the
                  provisions set forth below.

         b.       In  order  to  effect  FlashNet's  assistance  with  the  
                  fulfillment of Intellesale's warranty obligations herein,
                  Intellesale agrees to supply FlashNet with an inventory (such
                  inventory, from time to time, the "Replacement Inventory") of
                  not less than 500 computers, keyboards, mice and 250 monitors
                  delivered to FlashNet's Warehouse (including additional
                  computers and computer hardware sent by Intellesale from time
                  to time, the "Refurbished PCs"), beginning within 5 days
                  following the execution of this Agreement for Termination of
                  Computer Supply Arrangement. FlashNet shall provide
                  Intellesale with a certificate of insurance, naming
                  Intellesale as an additional insured, covering such
                  Replacement Inventory. Computers and computer hardware
                  delivered pursuant to this Agreement for Termination of
                  Computer Supply Arrangement shall at all times be Y2K
                  compliant and meet the specifications and configurations
                  specified in Exhibit B hereto, and the definition of
                  "Refurbished" or "Manufacturer Refurbished" attached hereto as
                  Exhibit C. For the first two months following the date hereof,
                  whenever the Replacement Inventory falls below 400 PCs and/or
                  180 monitors, FlashNet may request in writing that Intellesale
                  replenish the Replacement Inventory. Two months following the
                  date hereof, and each two-month anniversary thereafter, the
                  number of computers and computer hardware required to be
                  supplied at the FlashNet Warehouse pursuant to Section 7b
                  shall be adjusted to equal the actual number and type of
                  pieces shipped by FlashNet pursuant to Intellesale's warranty
                  obligation during the preceding two-month period (from time to
                  time "the Two Month Usage"). FlashNet, upon obtaining returned
                  computers or computer hardware ("Returned Equipment"), may
                  ship customers replacements for the product returned in
                  accordance with Intellesale's warranty obligation set forth
                  herein, which replacements shall be taken from the Replacement
                  Inventory. After the first two months following 


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Agreement For Termination of Computer Supply Arrangement                  Page 5


                  the date hereof, whenever the Replacement Inventory falls
                  below 1/2 of the Two Month Usage, FlashNet may request in
                  writing that Intellesale replenish the Replacement Inventory.
                  Within 10 business days following any request by FlashNet for
                  replenishment of Replacement Inventory, an Intellesale
                  representative or its designated shipping agent shall collect
                  the Returned Equipment and replace each piece of Returned
                  Equipment with a replacement (e.g., a returned keyboard will
                  be replaced with a replacement keyboard ) at FlashNet's
                  Warehouse. Intellesale shall have the right to have an
                  employee work at the FlashNet Warehouse to inspect, along with
                  FlashNet employees, any Returned Equipment to (i) determine
                  whether or not it qualifies for the Intellesale warranty as
                  provided herein, and (ii) determine the configuration so that
                  appropriate products can be shipped to the FlashNet Warehouse
                  in connection with replenishing the Replacement Inventory.
                  Intellesale agrees to provide and keep in force at all times
                  all necessary insurance coverage in connection with this
                  employee, including but not limited to workers' compensation
                  insurance. Intellesale further agrees to indemnify and hold
                  harmless FlashNet, its agents, employees, assigns,
                  representatives, brokers, officers, directors, shareholders,
                  insurers, reinsurers, attorneys, subsidiaries, affiliates and
                  all persons in privity with such individuals or organizations
                  of, from and against any and all claims, loss, costs, damages
                  (whether arising under contract, tort or otherwise),
                  attorney's fees, expert fees and/or any and all liability in
                  connection with any claims by third parties and/or
                  Intellesale's employees or representatives in any way arising
                  out of or otherwise related to Intellesale maintaining an
                  employee or other representative on FlashNet's premises.
                  Intellesale's representative or its designated shipping agent
                  shall prepare a list inventorying each item of Returned
                  Equipment and shall provide a copy of such inventory to
                  FlashNet before leaving FlashNet's premises, with such list to
                  be signed off on by FlashNet. If FlashNet does not obtain the
                  Returned Equipment and ships equipment from the Replacement
                  Inventory, FlashNet shall pay to Intellesale the following for
                  each piece listed: CPU, $142; monitor, $50; keyboard, $5;
                  mouse, $3; Windows license, $60 within third (30) days
                  following invoice by Intellesale. FlashNet agrees to present
                  Intellesale with a statement on or about the fifth business
                  day of each month, or more often as necessary, showing, as of
                  the last day of the preceding month or as of the date of the
                  last statement, as applicable.

                  (i)      The number of Refurbished PCs sent to FlashNet  
                           customers by FlashNet pursuant to Intellesale's 
                           warranty obligations;
                  (ii)     The number of Refurbished PCs in FlashNet's
                           possession; and 
                 (iii)     The Handling Fee Charge (as defined below).

        c.       Intellesale  will be solely  responsible for all shipping costs
                 associated with shipping Refurbished PCs to FlashNet, to
                 FlashNet customers, to Intellesale, or any other shipping
                 reasonably necessary to effectuate the delivery of Refurbished
                 PCs to FlashNet, FlashNet customers or, upon return, to
                 Intellesale. If FlashNet, in its sole discretion, elects to use
                 an item from the 


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                 Replacement Inventory for a use other than to satisfy
                 Intellesale's warranty obligation as provided herein, then (in
                 addition to paying the applicable amounts set forth in Section
                 7b), FlashNet shall be responsible for all shipping charges in
                 connection therewith. FlashNet agrees not to use more than 200
                 pieces per month for purposes other than to satisfy
                 Intellesale's warranty obligation as provided herein without
                 the prior written consent of Intellesale. Intellesale may
                 choose, at its reasonable discretion, any nationally recognized
                 delivery service to use for shipping Refurbished PCs and/or
                 Returned Equipment. Intellesale agrees to maintain a direct
                 bill relationship with such delivery service such that all
                 shipping of Refurbished PCs pursuant to this Agreement for
                 Termination of Computer Supply Arrangement shall be paid for by
                 Intellesale. For each Refurbished PC or monitor shipped by
                 FlashNet pursuant to this section in fulfillment of
                 Intellesale's warranty obligations, Intellesale agrees to pay
                 FlashNet the sum of $20 (the "Handling Fee Charge") within
                 fifteen (15) business days following FlashNet's invoice
                 therefor.

        d.       On the third anniversary of the date hereof, Intellesale
                 shall have the right to pick up any Replacement Inventory
                 remaining in FlashNet's Warehouse with any shipping costs
                 to be borne by Intellesale.


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Agreement For Termination of Computer Supply Arrangement                  Page 7




        8.       Intellesale  agrees to furnish  and  deliver  to  FlashNet,  
                 and FlashNet agrees to accept, at FlashNet's sole and
                 unfettered discretion, any amount up to an aggregate of 5000
                 new personal computers with the hardware and software listed on
                 the Schedule attached to this Agreement for Termination of
                 Computer Supply Arrangement as Exhibit D, and incorporated by
                 reference the same as if fully copied and set forth at length
                 (the "New PCs"); provided, however, FlashNet shall be entitled
                 to alter the specific configurations of the New PCs to be
                 received from Intellesale in response to market conditions to
                 the extent such alteration does not raise the price to
                 Intellesale of each New PC above $500. Intellesale agrees to
                 deliver to FlashNet the 5000 new PCs within thirty (30) days
                 following request by FlashNet; provided, however, FlashNet's
                 first request shall not be made prior to December 5 (for
                 delivery January 5) and shall not exceed 2,500 New PCs per
                 quarter. FlashNet shall make payment for delivery of such New
                 PCs at a cost of $400 per New PC (including all applicable tax
                 and shipping charges, but plus any applicable sales tax unless
                 FlashNet provides Intellesale with a sales tax exemption
                 certificate and corresponding indemnity in connection
                 therewith) within fifteen (15) days following receipt of the
                 New PCs and invoices requesting payment for the New PCs from
                 Intellesale; provided, however, FlashNet shall receive a $300
                 advertising credit for each New PC sold pursuant to this
                 Agreement for Termination of Computer Supply Arrangement, which
                 FlashNet may use to offset its payment obligation to
                 Intellesale for the New PCs. The advertising credit shall be to
                 compensate FlashNet for commercially reasonable promotional
                 activities undertaken at no cost to FlashNet, which shall be
                 limited to promotion of the New PCs, inclusion of Intellesale's
                 name on the box for each New PC, and, if Intellesale elects,
                 for inclusion of an Intellesale marketing disk and/or pamphlet
                 with each New PC; provided, however, each New PC must be
                 shipped to FlashNet in an unopened box from the original
                 equipment manufacturer and, provided further, FlashNet shall
                 have the right to consent to the content or distribution of any
                 Intellesale marketing materials, which consent shall not
                 unreasonably be withheld. Intellesale warrants that it has and
                 will have good title to the New PCs sold and to be sold
                 pursuant to this Agreement for Termination of Computer Supply
                 Arrangement and that Intellesale has and will have the right to
                 sell the New PCs to FlashNet free of any proprietary rights of
                 any other party or any other lien or encumbrance. Title to the
                 New PCs shall pass to FlashNet on the date which FlashNet
                 receives the New PCs, and Intellesale agrees to take all
                 necessary steps to effectuate the passage of title. Prior to
                 the physical receipt of the New PCs by FlashNet, Intellesale
                 shall bear all risk of loss or damage to the New PCs. The risk
                 of loss or damage shall pass to FlashNet upon receipt of the
                 New PCs at the FlashNet Warehouse. Each New PC shall have a
                 manufacturer's warranty which shall be no less than, under
                 normal use and service, a standard manufacturer's warranty that
                 the New PC furnished pursuant to this Agreement for Termination
                 of Computer Supply Arrangement is free from defects in
                 materials and workmanship for a warranty period of no less than
                 one year from the date the computer is delivered by FlashNet to
                 a FlashNet customer.

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Agreement For Termination of Computer Supply Arrangement                  Page 8



        9.       Intellesale  represents that it is aware of approximately  1080
                 RMA's, representing requests by FlashNet customers for PCs or
                 computer hardware. Within one day of the execution of this
                 Agreement for Termination of Computer Supply Arrangement,
                 Intellesale will deliver to FlashNet a list of all RMA's it
                 believes to be outstanding. Within two days of receipt of
                 Intellesale's list, FlashNet will deliver to Intellesale a
                 Final List of all outstanding RMA's which must be filled by
                 Intellesale. The parties will work in good faith during that
                 two day period to compile a list accurately reflecting all
                 outstanding RMA "s (the "Final List"). Intellesale agrees to
                 forward to such customers of FlashNet on the Final List the
                 replacement computers and/or computer hardware requested by
                 such FlashNet customers within 5 business days for the first
                 1080 RMA's following receipt of such Final List from FlashNet
                 and within 15 days for any RMA's over 1080, with such computers
                 and computer hardware being Y2K compliant and meeting the
                 specifications and configuration specified in Exhibit B hereto,
                 and the definition of "Refurbished" or "Manufacturer
                 Refurbished" attached hereto as Exhibit C. FlashNet agrees to
                 use commercially reasonable, good faith efforts to require the
                 applicable customers to return to Intellesale such originally
                 shipped PCs or computer hardware, but FlashNet shall have no
                 liability for failure of any customer to return same.

        10.      Intellesale hereby represents that it has obtained an
                 irrevocable performance bond in the form attached hereto as
                 Exhibit A for the benefit of FlashNet to secure Intellesale's
                 performance of its obligations pursuant to paragraphs 6, 7, 8
                 and 9 herein and will provide FlashNet a copy of same within
                 four business days following execution of this Agreement for
                 Termination of Computer Supply Arrangement.

        11.      FlashNet hereby represents that it has obtained and provided
                 to Intellesale a sales tax exemption certificate in the form
                 attached hereto as Exhibit E. FlashNet shall indemnify and hold
                 harmless Intellesale from and against any liability relating to
                 sales taxes assessed in connection with FlashNet's sales to its
                 customers, prior to the date hereof, of PCs under the Original
                 Agreement.

        12.      Each signatory hereto hereby warrants and represents that such
                 person has authority to bind the party or parties for whom such
                 person acts.

        13.      The parties hereto and their counsel agree to cooperate with
                 each other in the drafting and execution of such additional
                 documents, if any, as are reasonably requested or required to
                 implement the provisions and spirit of this Agreement for
                 Termination of Computer Supply Arrangement.

        14.      The parties hereto agree that this Agreement for  Termination 
                 of Computer Supply Arrangement is made and is performable in
                 the State of Texas, and shall be construed in accordance with
                 the laws of the State of Texas. The parties agree that the
                 obligations, duties and/or rights arising under this Agreement
                 for Termination of Computer Supply Arrangement are performable
                 in, and only in, Tarrant County, Texas. The parties further
                 agree that this transaction is a "major transaction" as defined
                 in TEX.CIV.PRAC.&REM.CODEss. 15.020 and that no litigation
                 relating in 


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                 any way to this Agreement for Termination of Computer Supply
                 Arrangement shall be brought in any forum other than Texas
                 State Court in Tarrant County, Texas, which shall have
                 exclusive jurisdiction over such litigation.

        15.      If litigation is brought to construe or enforce this Agreement
                 for Termination of Computer Supply Arrangement, the prevailing
                 party shall be entitled to recover attorneys' fees, as well as
                 costs and expenses, including the costs of mediation and expert
                 fees.

        16.      The parties hereby further understand and agree that neither
                 Intellesale nor FlashNet is admitting liability, and, in fact,
                 is denying liability and has agreed to this Agreement for
                 Termination of Computer Supply Arrangement purely and simply as
                 the compromise of claims asserted under the Original Agreement
                 in order to effect an amicable settlement, and in order to
                 avoid the time, expense and uncertainty which would accompany
                 further litigation.

        17.      The undersigned hereby further understand and agree that the
                 statements and representations contained herein are considered
                 to be contractual in nature and not merely recitals.

        18.      The undersigned hereby further understand and agree that this
                 Agreement for Termination of Computer Supply Arrangement shall
                 be binding upon the undersigned's agents, employees, officers,
                 directors, shareholders, partners, successors, assigns and
                 agents of the parties hereto forever.

        19.      This Agreement for Termination of Computer Supply Arrangement
                 may be executed in counterparts by one or more of the
                 undersigned parties and all such counterparts when executed by
                 both parties shall together be deemed to constitute one final
                 Agreement for Termination of Computer Supply Arrangement and
                 each such original counterpart, upon execution and delivery
                 thereof, shall be deemed to be a complete, original and binding
                 Agreement for Termination of Computer Supply Arrangement upon
                 the parties subscribed thereto.

        20.      This Agreement for Termination of Computer Supply Arrangement
                 may not be amended or modified except in writing, signed by the
                 party or parties to be bound thereby, or signed by their
                 respective attorneys, if authorized, and their respective
                 successors and assigns.

        21.      Except for an assignment by FlashNet to any parent
                 corporation, affiliate, subsidiary, successor in interest to
                 it, or the assignment to a purchaser of all or substantially
                 all of FlashNet's assets, neither party may assign or delegate
                 its rights or obligations hereunder without the prior written
                 consent of the other, which consent shall not be unreasonably
                 withheld.


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Agreement For Termination of Computer Supply Arrangement                 Page 10




        22.      Each party hereby warrants and represents that it has not
                 transferred or assigned any claims or causes of action against
                 the other, or any part thereof, if any, such claims have ever
                 existed.

        23.      This Agreement for Termination of Computer Supply Arrangement
                 constitutes the entire understanding and agreement of the
                 parties hereto and supersedes prior understandings and
                 agreements, if any, between such parties with respect to the
                 subject matter hereof. There are no representations,
                 agreements, arrangements or understandings, oral or written,
                 concerning the subject matter hereof between the parties
                 hereto, which are not fully expressed or incorporated by
                 reference herein.

        24.      The parties hereto acknowledge that they and their attorneys
                 had substantial input into the drafting of this Agreement for
                 Termination of Computer Supply Arrangement and that, as a
                 result, its terms should not be construed against any of them
                 on the basis of the identity of the drafter.

Dated this       day of November, 1999.

INTELLESALE.COM, INC.                            FLASHNET COMMUNICATIONS, INC.



By:                                              By:
       -------------------------------------            ------------------------
Name:                                            Name:
       -------------------------------------            ------------------------
Title:                                           Title:                         
       -------------------------------------            ------------------------
Date:                                            Date:                          
       -------------------------------------            ------------------------


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