Manufacturer's Agreement


                            MANUFACTURER'S AGREEMENT
                            ------------------------

            This Agreement is entered this ___ day of ______ 19__ by and between
CyberShop,  L.L.C.  ("CS"),  whose  address  is  _________________________   and
__________________________,    (the    "Manufacturer"),    whose    address   is
___________________________________.

                   CS has established an interactive  on-line computer  shopping
service (the  "System") in order to sell products  directly to consumers via all
computer  related  distribution   avenues, including   the  interactive  on-line
computer services (the "Services"). The Manufacturer wishes to have its Products
included on the System and grants to CS the right and license to market and sell
the Products on the System.

                   1. TERM. The term of this Agreement is for two (2) years from
the date the agreement is signed. This Agreement is automatically  extended from
year to year,  unless  terminated by either party by providing written notice to
the other party no later than thirty  (30) days prior to the  expiration  of the
Term Period.

                   2. TERRITORY The territory for the rights and license granted
CS is the world.

                   3. LISTING OF PRODUCTS.
                            (a)  Manufacturer  agrees  to  provide  CS with  all
information,  materials  and  photographs  in  connection  with the products and
reasonably requested by CS.
                            (b) When the Manufacturer  provides CS with the list
of the Products,  the  Manufacturer  will also provide the Price CS will pay for
the Product.  This Price cannot be more than the highest  price  received by the
Manufacturer  from any of its other retailers.  The Manufacturer may add to this
Price, but will list  separately,  shipping and handling costs. The Manufacturer
may change the price with at least thirty (30) days written notice to CS.
                            (c) All information,  materials and photographs must
be presented to CS by  Manufacturer no later than sixty (60) days after the date
this agreement.
                            (d) If  Manufacturer  does not  provide  CS with all
information,  materials and  photographs  within the above  specified sixty (60)
days,  then all fees as agreed to in  paragraph  5 below will be due and payable
upon expiration of the sixty (60) day period.

                   4. RETURNS AND REFUNDS Manufacturer unconditionally agrees to
accept  returns  directly from CS  Customer(s)  within  forty-five  (45) days of
delivery  of  the  Product(s).   Upon  receipt  of  any  Products   returned  to
Manufacturer, Manufacturer will promptly notify CS in writing. If CS is required
to provide refund to Customer(s),  then within thirty (30) days after receipt of
the returned Products,  Manufacturer will refund to CS the Price CS paid for the
Products along with the Customer's name, the Products  returned and the Purchase
Order number for the Products.

                   5.  SET-UP  FEE.   The   Manufacturer   shall  pay  to  CS  a
non-refundable fee of $_____________for the preparation of the Listing for _____
images and inclusion of the Listing on the System.  One half of this amount will
be due upon  execution of this  Agreement  with the remaining  half due prior to
setup on CS system.  No Listings will be added to the System prior to receipt of
payment in full.

                   6.  TERMINATION.  If either party fails to observe or perform
any of its  obligations  contained  herein,  the other party may terminate  this
Agreement upon five (5) days prior written notice to the other party.


------------------------------------            CYBERSHOP, L.L.C.
(Manufacturer")


By:                                             By:
   ---------------------------------                  --------------------------


Name:                                           Name:
     -------------------------------                  --------------------------


Title:                                          Title: 
      ------------------------------                  --------------------------







                            MANUFACTURER'S AGREEMENT
                            ------------------------

This Agreement is entered into this ___ day of ___________,  19__ by and between
CyberShop,   L.L.C.  ("CS"),  whose  address  is   ______________________,   and
_____________________,     (the     "Manufacturer"),     whose     address    is
____________________________________________________________________.

                   WHEREAS,  CS has established an interactive  on-line computer
shopping service (the "System")  pursuant to which CS may sell products directly
to consumers via all computer related distribution avenues,  including,  without
limitation, the interactive on-line computer services (the "Services"); and

                   WHEREAS,  the  Manufacturer  wishes to have its  Products (as
defined  in  Section  4  below)  included  on  the  System.

                   NOW  THEREFORE,  in  consideration  of the  premises  and the
mutual  covenants and  agreements  contained  herein and other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged,  CS
and Manufacturer agree as follows:

                   1.   GRANT OF RIGHTS.  Manufacturer  hereby  grants to CS the
following  rights:
                        (a) The  right  and  license  to  market  and  sell  the
Products on the System;

                        (b) The  right  and  license  to use the  Manufacturer's
name, Products (including the likeness of the Products), trademarks, tradenames,
and copyrights (all whether now owned or hereafter  acquired) in connection with
the Products for all purposes in connection with the System  including,  without
limitation,  the Listing (as defined  below) of the Products on the Services and
the promotion and advertising of the System and the Products;

                        (c) Manufacturer represents and warrants that it has the
right,  power  and  authority  to enter  into this  Agreement  and  perform  its
obligations  hereunder  and  that the sale and  Listing  of the  Product  on the
System,  and the  placement of the System on the  Services  will not violate any
agreement,  by which  the  Manufacturer  is  bound,  or any law or  governmental
regulation.

                   2.   TERM. The term of this Agreement  shall  commence on the
date hereof and shall  continue  for two (2) years from the date hereof (as such
term may be extended  from time to time,  the "Term  Period").  The term of this
Agreement shall be automatically extended from year to year after the expiration
of each Term Period,  unless  terminated  by either  party by providing  written
notice to the other  party no  earlier  than  sixty  (60) days and no later than
thirty (30) days prior to the expiration of the Term Period.

                   3.   TERRITORY.  The  Territory for the  license  and  rights
granted to CS hereunder shall be the world.

                   4.   LISTING OF PRODUCTS.

                        (a)   Manufacturer   agrees  to   provide  CS  with  all
information  and  materials  in  connection  with the  Products  and  reasonably
requested by CS  (including,  if  available,  photographs  of the  Products) and
cooperate with CS in the  preparation of the display and listing of the Products
(the  "Listing")  on  the  System.   The  accuracy  of  all   descriptions   and
representations  shall be the sole  responsibility of the Manufacturer.  CS will
use its best efforts to ensure that the Listing  conforms to the  Manufacturer's
instructions.  CS shall have the sole right of use and ownership of the Listing,
including, without limitation, the software related thereto.

                        (b) Promptly after CS receives from the Manufacturer the
list of the Products to be displayed  on the System (the  "Products"),  CS shall
commence preparation of the Listing.

                        (c) All  information,  materials and photographs must be
presented  to CS by  Manufacturer  no later  than sixty (60) days after the date
this agreement.

                        (d)  If  manufacturer  does  not  provide  CS  with  all
information,  materials and  photographs  within the above  specified sixty (60)
days,  then all fees as agreed to in  paragraph 10 below will be due and payable
upon expiration of the sixty (60) day period.







                   5.   SALE PROCEDURES.

                        (a)  Promptly  upon  the  receipt  by CS of an  order to
purchase any of the Products,  CS shall deliver a purchase  order (the "Purchase
Order") to the Manufacturer by electronic data transfer, facsimile or such other
means as agreed to by the parties.  The Purchase  Order shall include the number
and type of Products ordered and delivery  instructions,  including the name and
address of the customer (the "Customer").

                        (b) The Manufacturer  shall promptly ship the Product(s)
to the Customer  via United  Parcel  Service or such other means  approved by CS
(the "Shipping  Service"),  in accordance with the instructions set forth in the
Purchase Order.  Upon shipment of the Products,  the  Manufacturer  will invoice
(the "Invoice") CS for the price of the Products consistent with the Established
Price (as  defined  below) and the  Shipping  Service  charges  incurred  in the
shipment to the  Customer,  and submit to CS  confirmation  (including  tracking
information)  that the Products were shipped.

                        (c) CS is responsible for paying only the Invoice.

                   6.   ESTABLISHED PRICE.  At the time  that  the  Manufacturer
provides CS with the list of the  Products,  the  Manufacturer  shall provide CS
with the price CS will be  required  to pay for the  Product  (the  "Established
Price"). The Established Price may include, but shall list separately,  shipping
and handling costs.  The Established  Price (excluding the shipping and handling
costs) shall not be more than the highest price received by the Manufacturer for
such Product from any of its other  retailers.  The  Manufacturer may change the
Established  Price  (subject  to the  limitation  set  forth  in  the  preceding
sentence) at any time,  and from time to time, on not less than thirty (30) days
prior written notice to CS.

                   7.   CUSTOMER  PRICE.  CS,  in  its  sole   discretion,   may
determine  the  price at which  the  Product  shall  be  sold.  CS,  in its sole
discretion,  may change such price at any time,  and from time to time,  without
notice to the Manufacturer.

                   8.   RETURNS AND REPLACEMENTS.
                        (a)  Manufacturer   unconditionally   agrees  to  accept
returns directly from the Customer(s) within forty-five (45) days of delivery of
the Products. Upon such return,  Manufacturer shall refund the Established Price
in accordance with Section 9, below.

                        (b)  Manufacturer  will provide all Customers with their
standard  warranties and will honor such  warranties  directly.  CS shall not be
required to provide any  services to the  Customers,  including  honoring of any
warranties, in connection with the Products.

                        (c)  Upon  the  receipt  of  any  returned  Products  to
Manufacturer, Manufacturer shall promptly notify CS in writing of such return.

                   9.   REFUNDS.  In  the  event  Manufacturer  is  required  to
provide refunds pursuant to the provisions of Paragraph 8(a) or (b) above,  then
within  thirty (30) days after  receipt of the returned  Products,  Manufacturer
shall refund to CS the  Established  Price (if  previously  paid by CS) less the
shipping and handling charges, along with the name of the Customer, the Products
returned and the Purchase Order number for such Products.  CS shall  thereafter,
refund  to the  customer  the  purchase  price  paid by the  customer,  less any
shipping and handling costs paid by the customer.

                   10.  SET-UP  FEE.  The   Manufacturer   shall  pay  to  CS  a
non-refundable fee of $_____________for the preparation of the Listing for _____
images and inclusion of the Listing on the System.  One half of this amount will
be due upon  execution of this  Agreement  with the remaining  half due prior to
setup on CS system.  No Listings will be added to the System prior to receipt of
payment in full.

                   11.  INCLUSION ON THE SYSTEM. CS shall include the Listing on
the System with  respect to each of the  Services on which the System is placed.
CS makes no  representations,  warranties or assurances  that the System will be
placed on any of the Services.

                   12.  EXCLUSIVE RIGHT OF CS:
                        (a) Manufacturer agrees that for a period commencing the
date hereof  through two (2) years after the later of (I) the  placement  of the
System on a Service and (ii) the  placement of the  Product(s) on the System (as
such may be extended from time to time, the "Exclusive  Period"),  CS shall have
the exclusive right to market and sell the  Manufacturer's  products,  including
the Products,  on the On-Line Services.  Manufacturer  shall not make any of its
products available for sale to any other on-line computer shopping system except
(i) any  retailer  with  sales in excess of $100  million  that sells any of the
products  of the  Manufacturer  as of the  date of this  Agreement  and (ii) any
on-line retailer which sells any of the  Manufacturer's  products as of the date
of this Agreement.



                                      - 2 -






                        (b) The Exclusive Period shall be automatically extended
from year to year unless  terminated by the  Manufacturer  by providing  written
notice to CS no earlier  than sixty  (60) days  prior to the  expiration  of the
Exclusive  Period and no later than thirty (30) days prior to the  expiration of
the Exclusive Period.

                        (c) The provisions  of this section 12 shall survive the
termination of the Agreement.

                   13.  TERMINATION. If either party fails to observe or perform
any of its  obligations  contained  herein,  the other party may terminate  this
Agreement  upon five (5) days  prior  written  notice to the other  party.  This
termination  shall be without prejudice to the accrued rights of the other party
hereunder and without  prejudice to the party's  rights in connection  with such
breach. Upon termination of this Agreement, the Manufacturer's rights under this
Agreement shall terminate and CS shall discontinue the Listing of the Product(s)
on the System.

                   14.  INDEMNIFICATION.  Manufacturer  shall  indemnify  CS and
hold CS, its directors, officers, employees and agents harmless from and against
any  and  all  claims,  demands,  damages,  liabilities,   losses  and  expenses
(including  reasonable  attorneys' fees), relating directly or indirectly to the
Products,  provided however that Manufacturer shall not indemnify CS against any
claims,  demands,  damages,  liabilities,  losses or expenses  arising from CS's
gross negligence or willful misconduct.  This indemnification  shall survive the
termination of this Agreement.

                   15.  NOTICES.   Except  as  otherwise  specifically  provided
herein,  any  notices,  requests or other  communications  from one party to the
other  shall be in writing  and shall be given to such party at the  address set
forth in the preamble of this Agreement, or such other address as such party may
from time to time  specify,  by hand  delivery,  courier  service  or  facsimile
transmission. Such notices will be effective upon receipt by the other party.

                   16.  AMENDMENTS AND WAIVERS.  Any provision of this Agreement
may be amended or waived at any time if, and only if, such  amendment  or waiver
is in writing and signed by the parties hereto. No failure or delay by any party
hereto in  exercising  any right,  power or privilege  shall operate as a waiver
thereof nor shall any single or partial  exercise  thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies provided shall be cumulative and exclusive of any rights
or  remedies  provided  by law or by any other  Agreement  between  the  parties
hereto.

                   17.  GOVERNING  LAW  AND  VENUE.  This  Agreement  is  to  be
governed  by and  construed  in  accordance  with the  laws of the  State of New
Jersey.  Any legal proceedings to enforce this Agreement shall be brought in the
state or federal court sitting in New Jersey,  the parties hereto hereby waiving
any claim or defense that such forum is not convenient or proper. The provisions
of this Agreement  shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.

                   18.  ASSIGNMENT.  CS  shall  have  the  right  at any time to
assign and transfer this Agreement or its rights and obligations hereunder,  and
following  such  assignment  and transfer,  references to CS hereunder  shall be
deemed to be references to the assignee and/or transferee. Manufacturer reserves
the right to terminate  this  Agreement if this Agreement is assigned to a party
or parties that are direct competitors of the Manufacturer.

                   19.  COUNTERPARTS.  This  Agreement  may be  executed  in any
number of  counterparts,  each of which shall be deemed an  original  but all of
which together shall constitute one and the same instrument.

                   IN WITNESS  WHEREOF,  the parties  hereto have duly  executed
this Agreement this ____ day of ____________, 19__.


                               ---------------------------------
                                ("Manufacturer")


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

                                CYBERSHOP, L.L.C.

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



                                      - 3 -