EXHIBIT 6.5
                          MASTER DISTRIBUTOR AGREEMENT
                                    BETWEEN
                             PRONET ENTERPRISES LTD
                                      AND
                                  ▇▇▇▇ ▇▇▇▇▇▇▇
                          (DBA RADIOTOWER INTERACTIVE)
This Distributor Agreement (the "Agreement") is made and entered into as of the
21st day of August, 1997 (the "Effective Date").
by and between
PRONET ENTERPRISES LTD. a properly registered corporation of British Columbia,
Canada, located at ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇
("DISTRIBUTOR").
and
▇▇▇▇ ▇▇▇▇▇▇▇, dba RadioTower Interactive, a sole proprietorship with principal
offices at ▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ("RTI").
WHEREAS,  Distributor   maintains  and  operates  an  internationally   accessed
          Internet  commercial  database  along with certain  Inernet  promotion
          products and services.
WHEREAS,  RTI has proprietary and/or marketing rights to design,  produce,  host
          and deliver audio sound clips for the Internet.
WHEREAS,  RTI wishes to grant to Distributor and  Distributor  desires to obtain
          certain rights to such audio  services,  more  particularly  described
          below, in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, and in consideration of the mutual covenants contained herein,
the parties hereto agree to the following terms and conditions, which set forth
the rights, duties, and obligations of the parties hereto.
1.  DEFINITIONS
For the purposes of this Agreement, the following terms shall have the following
meanings:
                                       2
1.1    "CUSTOMERS"  means those  persons and  entities who purchase the Products
       from the Distributor in compliance with the provisions of this Agreement.
1.2    "DOCUMENTATION"  means the support materials and user guide in electronic
       or printed form which supplement and support the Products.
1.3.   "SERVICES" means the capability provided to Distributor by RTI to design,
       create,  host and produce audio sound clips for use on the Internet as an
       advertising medium.
1.4.   "AGENT" means that the Distributor  shall be permitted to promote the RTI
       opportunity to other  Internet sites and enter into re-seller  agreements
       with them for which the  Distributor  shall be entitled to management and
       processing fees as set forth int his agreement.
1.5.   "BASE RETAIL PRICING" means the minimum price used to compute the minimum
       compensation package for seller, Distributor and RTI.
1.6.   "RETAIL PRICE" means the current retail price.
1.7.   "MARKET AND SELL" means the right to sell and or promote the  Products as
       described in  Attachments  B and C or in  subsequent  Attachments  as may
       created  and  mutually  approved  or amended  from time to time by mutual
       agreement between RTI and Distributor.
1.8.   "PRODUCTS" means those products listed in Attachments B and C.
1.9    "OPPORTUNITY"  means the opportunity for other Companies to sell Products
       through the RadioTower and Pronet Enterprises Ltd. co-branded web page.
2.  APPOINTMENT AS DISTRIBUTOR AND AGENT
2.1.   GRANT TO  DISTRIBUTE.  RTI  hereby  grants,  and the  Distributor  hereby
       accepts, an exclusive right, notwithstanding the right of RTI to continue
       to  sell  its  products  and  services  and,  subject  to the  terms  and
       conditions  of this  Agreement,  to market and sell the  Products  and to
       market and promote the Opportunity to other Internet distributors.
2.2.   SERVICE ▇▇▇▇ LICENSE.  Distributor  is authorized to use the RTI name and
       service ▇▇▇▇ only in  conjunction  with its  marketing of the Products to
       Customers.   The  authorization  shall  terminate  immediately  upon  any
       termination of this Agreement.
PRONET ENTERPRISES LTD.                                                 08/21/97
Master Distributor Agreement          CONFIDENTIAL
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3.  DISTRIBUTOR AND RTI DUTIES
3.1.   COMMERCIALLY  REASONABLE  EFFORTS.  Distributor  shall  use  commercially
       reasonable  efforts  to  market,  promote  and  sell  the  Products,  and
       Opportunities in accordance with the terms of this Agreement.
3.2.   PRESS ANNOUNCEMENTS.  The Distributor and RTI may elect to issue separate
       or joint press releases announcing the relationship.  Such releases shall
       be subject to the other  party's  review and approval of content prior to
       distribution.
3.3.   SALES  PROMOTION  MATERIALS.  both parties shall provide sales  promotion
       information,  either electronically or hard copy, to the other, which may
       use to crease Web site pages or  literature  relating to the Products and
       Opportunities. Both parties shall submit to the other within a reasonable
       time, prior to their commercial use, promotion materials utilizing any of
       the other party's  service  marks,  trademarks  and/or trade names.  Both
       parties  agree not to use  promotional  materials  in the event the other
       party  objects  to  said  use in  writing  within  ten  (10)  days  after
       submission to the other party.
3.4.   AUDIO CLIP SALES SUPPORT WEB PAGE. RTI and  Distributor  will jointly and
       equally  create and  maintain  an audio clip sales  support  Web page for
       distribution  and use by sales reps and sales channels.  The page(s) will
       include   frequently  asked  questions,   service   brochures  and  other
       information  agreed to by the parties to this  agreement.  Such pages and
       information shall be accessible from all related sites.
3.5.   SALES  SUPPORT.  Pronet  Enterprises  Ltd. shall take orders online using
       established credit card or cash payment systems, for RTI products.
3.6.   RTI/DISTRIBUTOR  WEB PAGE. RTI and Distributor  shall jointly and euqally
       create a co-branded  web page.  The co-branded Web page will include each
       other's logo, company and services  description,  and link to the other's
       Web site.  The web page  shall  include a  demonstration  audio  clip and
       relevent sales  presentations and order forms. The page shall be the only
       approved interface for taking orders on ine. The page(s) shall be subject
       to mutual review and approval for content prior to being published.
3.7.   CUSTOMER  SUPPORT.  RTI will provide technical support to Distributor for
       the purpose of integrating the sound clips into Distributors  advertising
       packages and technology and into customer home pages.
PRONET ENTERPRISES LTD.                                                 08/21/97
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3.8.   HOSTING.  RTI shall  host all sound  clips  sold by  Distributor  and its
       re-sellers on its own  commercial  quality  server,  in such manner as to
       make th esound clips available when accessed from a remote site.
3.9.   TECHNOLOGY.  RTI shall make the sound clips in such manner and quality as
       to  represent  state of the art  production  in keeping  with  commercial
       requirements.
3.10.  CUSTOMER RELATIONS. Each party to this agreement shall treat customers in
       accordance with the highest standards of respect and service, recognizing
       that customer dissatisfaction reflects on all parties associated with the
       audio  sound clip  program.  This shall be a  condition  of any  reseller
       agreement.
4.  CUSTOMER INFORMATION AND REPORTING
4.1.   CUSTOMER INFORMATION sufficient to identify customer initial requirements
       and  communications  options shall be passed to RTI by  Distributor,  but
       shall not include  financial  information,  by e-mail.  RTI shall  notify
       Distributor  when  the  customer  needs  have  been met by  entering  the
       Customer  information  into an Audio  Enhanced  Listing Page  provided by
       Distributor on Distributor web site. Customer shall signify acceptance of
       the  audio  product  to   Distributor   by  return  e-mail   intiated  by
       Distributor.  Distributor  shall notify RTI when customer on line service
       is no longer to be available.
5.  TERM AND TERMINATION
5.1.   TERM.  This  Agreement  shall  be for a term of one  (1)  year  from  the
       Effective Date and shall  automatically renew each year thereafter unless
       either  party  shall  elect by notice  sixty  (60) days in advance of the
       renewal date not to renew.
5.2.   TERMINATION.  This  Agreement  may be  terminated  by either party upon a
       material breach by the other party and a failure to cure such ▇▇▇▇▇ after
       thirty (30) days' written  notice and an opportunity to cure. The parties
       also may mutually  agree to terminate this Agreement by giving sixty (60)
       days notice prior to the  expiration of each year if they mutually  agree
       that it no longer serves their mutual  business  interest to continue the
       Agreement. Within 30 days of such termination,  all Fees owed to RTI will
       be paid by Distributor to RTI.
PRONET ENTERPRISES LTD.                                                 08/21/97
Master Distributor Agreement          CONFIDENTIAL
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6.  WARRANTY
6.1.   WARRANTY.  RTI and Distributor  warrants that their Services will conform
       in all  material  respects  to the  Documentation  as  delivered  by each
       respectively  and  that  the  Documentation   accurately   describes  the
       features,  capabilities  and designs of the  Services of each,  except as
       specifically  stated  otherwise.   Each  acknowledges  that  it  has  had
       sufficient  opportunity to review the Services and the  Documentation  of
       the other  prior to  execution  of this  Agreement  and that  each  fully
       understands  the  capabilities of the services and the  Documentation  as
       represented.
7. INDEMNIFICATION
7.1.   INDEMNIFICATION  RTI and Distributor  hereby agree to mutually  indemnify
       defend and hold  harmless  the other,  and each of the other's  officers,
       directors,  employees  and agents,  from and against all and any actions,
       proceedings,  costs,  expenses,  losses,  claims, demands and liabilities
       whatsoever,  including reasonable  attorneys' fees, which any of them may
       sustain or incur as a result of,  arising out of or in connection  with a
       breach by either of any  representation  or warranty  made by ech in this
       Agreement.  Any such indemnification  shall be limited to the amount paid
       by  Distributor  to RTI less fees paid to  Distributor in the twelve (12)
       months preceding notice of any such claim for indemnification.
8.  PAYMENT
8.1    PAYMENT. Distributor shall make payments due to RTI within 5 working days
       of the month end for orders  placed in the  previous  month.  Distributor
       shall make payments due to re-sellers within 5 working days of the end of
       each calendar quarter  commencing  September 1 for the previous  quarter.
       All  payments  shall  be  made by  cheque  in  Canadian  or US  funds  as
       applicable.
9.  GENERAL
9.1.   ASSIGNMENT.  Neither this  Agreement nor any rights granted hereby may be
       assigned by the  Distributor  voluntarily  or by operation of law without
       RTI's prior written  consent,  which shall not be unreasonably  withheld.
       This  Agreement  shall  inure to the  benefit of and be binding  upon any
       successor or assignee of RTI and Distributor alike.
9.2.   GOVERNING  LAW. This Agreement is entered into in the Province of British
       Columbia,  Canada,  and this Agreement shall be governed by and construed
       in accordance with the laws of the Province of British Columbia
PRONET ENTERPRISES LTD.                                                 08/21/97
Master Distributor Agreement          CONFIDENTIAL
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       without  reference  to its  conflicts  of  law  provisions.  Any  dispute
       regarding this Agreement shall be subject to mediation as provided for in
       the Province of British  Columbia and thereafter,  if no agreement can be
       reached, in the Provincial courts, and the parties agree to submit to the
       personal and exclusive jurisdiction and venue of these courts.
9.3.   RELATIONSHIP OF THE PARTIES.  Neither Distributor nor its agents have any
       authority of any kind to bind RTI in any respect whatsoever.
9.4.   ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between
       RTI and the Distributor,  with respect to the subject matter hereof,  and
       supersedes all prior oral and written  agreements.  This Agreement  shall
       not be amended,  altered or changed except by a written  agreement  dated
       subsequent  to the  date of this  Agreement  and  signed  by the  parties
       hereto.
9.5.   CONFIDENTIALITY.  Distributor  and  RTI  agree  that  the  terms  of this
       Agreement are confidential, and shall not be disclosed to any third party
       without the prior written consent of the other party.
IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date.
PRONET ENTERPRISES LTD.                             ▇▇▇▇ ▇▇▇▇▇▇▇ dba
                                                 RadioTower Interactive
By:    /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇                 By:    /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
      -----------------------------             -------------------------------
Name                                       Name
       ▇▇▇▇ ▇. ▇▇▇▇▇▇▇                             ▇▇▇▇ ▇▇▇▇▇▇▇
      -----------------------------             -------------------------------
Title:                                     Title:
       President                                   Owner
PRONET ENTERPRISES LTD.                                                 08/21/97
Master Distributor Agreement          CONFIDENTIAL
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                                                                    ATTACHMENT A
              RETAIL, COMMISSION AND RESIDUAL PRICING, RADIOTOWER
                                    PRODUCTS
A1. BASE RETAIL  PRICING.  PRODUCT 1. Defined as the minimum retail price set by
       RadioTower shall be as follows
       INITIAL SETUP - $279.95 (CDN)
       MONTHLY FEE $34.95 (CDN) if paid on a month to month basis
       ANNUAL FEE (if paid in advance) $335 (CDN)
A2. RETAIL PRICE.  Retail price as set from time to time by RadioTower.
A3. SELLER COMPENSATION.  Compensation to the seller of RTI sound clips shall be
       computed at 15% of the Retail Price Initial setup and 10.0% of the Retail
       Price Monthly fee or Annual fee.
A4  SALES  PROCESSING  FEE.  Pronet  Enterprises  shall be  entitled  to a sales
       processing fee for each sale  processed  through its system equal to 5.0%
       of any Retail Price.
A5.  MANAGEMENT  FEE. Pronet  Enterprises  shall be entitled to a management fee
       equal  to 10% of any  Retail  Price.  To  process  purchase  orders,  pay
       re-sellers  on at  least  a  quarterly  basis,  pay  RadioTower  no  more
       frequently than monthly.
A6. RESIDUAL PAYMENT (SETUP)  RadioTower shall be entitled to a residual payment
       equal to ($195.97 CDN) adjusted for foreign  exchange for customer  sales
       outside Canada.
A7 RESIDUAL PAYMENT (MONTHLY) RadioTower shall be entitled to a residual payment
       equal to ($26.20 CDN)  adjusted for foreign  exchange for customer  sales
       outside Canada.
A8 RESIDUAL PAYMENT (ANNUAL)  RadioTower shall be entitled to a residual payment
       equal to ($243.75 CDN) adjusted for foreign  exchange for customer  sales
       outside Canada
A9 BONUS PAYMENT  RadioTower  and Pronet  Enterprises  Ltd.  shall share equally
       (50/50 each) of the difference between
(RETAIL  PRICE)  MINUS  (SELLER  COMPENSATION  plus  SALES  PROCESSING  FEE plus
       MANAGEMENT FEE) MINUS (RESIDUAL PAYMENT FROM APPLICABLE CATEGORY)
PRONET ENTERPRISES LTD.                                                 08/21/97
Master Distributor Agreement          CONFIDENTIAL
                                       8
                                                                    ATTACHMENT B
                            RADIOTOWER PRODUCT LIST
The following products shall be sold at all outlets under this agreement.
Product 1   a. A sound clip of up to 30 second duration, the script shall be the
            copyright  property  of the  customer,  the sound  clip shall be the
            copyright  property  of the  customer,  the sound  clip shall be the
            copyright property of RadioTower, and includes
                  i.    A basic enhanced audio listing in the Pronet Database
                  ii.   An  automatic   activation  link  between  the  enhanced
                        listing when depressed and the sound clip.
                  iii.  software  for the  customer  to  install on his own home
                        page  that   allows   the   sound   clip  to  be  either
                        automatically or manually activated at the customer home
                        page
                  iv.   a guaranteed maximum of 2500 plays per 28 days
Option 1   a. As per option 1
           b. Plus tied to an advertising  banner purchased at Pronet, or at any
           other site,  with an  automatic  link to the sound clip  whenever the
           banner is displayed.
PRONET ENTERPRISES LTD.                                                 08/21/97
Master Distributor Agreement          CONFIDENTIAL
                                       9
                                                                   ATTACHEMENT C
               RETAIL, COMMISSION AND RESIDUAL PRICING OF PRONET
                                    PRODUCTS
A1. BASE RETAIL PRICING.  ADVERTISING BANNERS.
       BANNER CREATION (IF BANNER DOES NOT EXIST) - $85 (CDN)
       BASIC MONTHLY FEE FOR ONE COUNTRY ONE CATEGORY  $19.95 (CDN) if paid on a
              month to month basis
       QUARTERLY  FEE FOR ONE COUNTRY  ONE  CATEGORY  (if paid in  advance)  $50
              (CDN))
              Each  additional  country  /  category  adds  $7.50 per month to a
              maximum of $50 CDN per month for global coverage.
A2. RETAIL PRICE.  Retail price as set from time to time by Pronet.
A3. SELLER  COMPENSATION.  Compensation to the seller of Pronet Banners shall be
       computed at 15% of the Retail Price Initial setup and 15.0% of the Retail
       Price Monthly fee or Annual fee.
A9 BONUS PAYMENT  RadioTower  and Pronet  Enterprises  Ltd.  shall share equally
       (50/50 each) of
      (0.85 X RETAIL PRICE) MINUS (0.85 X BASE RETAIL PRICE)
PRONET ENTERPRISES LTD.                                                 08/21/97
Master Distributor Agreement          CONFIDENTIAL
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                                                                    ATTACHMENT D
                              RADIOTOWER PRODUCT 2
D1. PRODUCT 2 DESCRIPTION
       a. A sound  clip of up to 25 words,  the  script  shall be the  copyright
       property of the customer,  the sound clip shall be the copyright property
       of RadioTower, and includes
              i.     A basic enhanced listing in the Pronet Database.
              ii.    An automatic  activation link between the enhanced  listing
                     when depressed and the sound clip
              iii.   Software  for the  customer to install on his own home page
                     that  allows the sould clip to be either  automatically  or
                     manually activated at the customer home page.
              iv.    Customer  will be  responsible  for  hosting  of all  sound
                     clips.
D2. BASE RETAIL PRICE. One-time fee of $149.95 USD.
D3. SELLER COMPENSATION.  Compensation to the seller of RTI sound clips shall be
       computed  at 15% of the Base Retail  Price.  A reseller  program  will be
       developed by Pronet after 1000 units are sold.
D4. SALES PROCESSING/MANAGEMENT FEE. Pronet Enterprises shall be entitled to 15%
       of the Base Retail Price for each unit sold.
D5. NAME & ADDRESS  CHANGE.  RTI has changed their legal name to the  following:
       ▇▇▇▇▇▇▇▇▇▇.▇▇▇  Inc.  and now has  their  working  offices  at:  #▇▇▇-▇▇▇
       ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.
D6. TRADEMARK.  Pronet  acknowledges the Word Marks "AudioAds" and "AudioAd" are
       Trademarks of RTI
              and that both are RTI products.
D7.  DOMAIN.  RTI  acknowledges  that the Internet  domains  "▇▇▇▇▇▇▇▇.▇▇▇"  and
       "▇▇▇▇▇▇▇.▇▇▇" are the sole property of Pronet.
D8. ENTIRE AGREEMENT.  Both parties acknowledge that this attachment  supersedes
       previous [FK][PV] attachments A & B. [FK][PV]
By:      PRONET                           By:     ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc.
       ----------------------------             --------------------------------
Name:    /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇              Name:   /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
       ----------------------------             --------------------------------
Title:   President                        Title:  Founder, Director
       ----------------------------             --------------------------------
Date:    1 Sept 99                        Date:   Sept 1/99
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