                                    AGREEMENT

      Reference is hereby made to the Agreement and Plan of Merger,  dated as of
June 29, 2004,  as  supplemented  and amended (the "Merger  Agreement"),  by and
among Othnet, Inc., a Delaware corporation ("Othnet"),  Othnet Merger Sub, Inc.,
a Delaware corporation and wholly owned subsidiary of Othnet ("Merger Sub"), and
Association  of  Volleyball  Professionals,  Inc., a Delaware  corporation  (the
"Company").  Capitalized  terms not  otherwise  defined  herein  shall  have the
meanings ascribed to them in the Merger Agreement.

The undersigned parties agree as follows:

      1. The Company  hereby waives the  conditions  set forth in Section 8.7 of
the Merger Agreement and releases Othnet from the provisions thereof.

      2. Othnet hereby represents that as of the date hereof,  except for $3,140
which has been paid to Malone & Bailey,  the Liabilities which total $159,171.11
in the aggregate listed on Schedule A hereto are still outstanding together with
an additional  $3,777.26 owed to US Stock Transfer and $750 owed to Sandy Livney
(the "Listed  Liabilities").  In connection therewith,  additional Merger Shares
shall be issued at Closing  for the Listed  Liabilities  which  currently  total
$160,558.37 as provided for in Section 2.5(a)(iv) of the Merger Agreement.

      3. Jeffrey  Wattenberg  ("Wattenberg")  hereby  represents  that (i) since
January  1, 2003,  he has not  received  any demand for  payment on any claim or
other notice of outstanding  amounts owed ("Demand")  from any presently  unpaid
known or unknown creditor of Othnet,  except for Malone & Bailey (which has been
paid in full), US Stock Transfer, Sandy Livney, and the liabilities described in
Sections 4 and 5 hereof,  and (ii) any and all  brokerage  or  finder's  fees or
other  commissions  incurred by Othnet or its Affiliates in connection  with the
Bridge  Financing,  or conversion of the Notes included  thereunder to any party
other than  Wattenberg or any Affiliate of  Wattenberg  ("Bridge  Commissions"),
have been paid.

      4. AVP  acknowledges  that it has been advised by Othnet that Savage Beast
Technologies  ("Savage  Beast") is also owed from Othnet  $53,336 in  connection
with an agreement  dated as of May 9, 2002 between Othnet and Savage Beast,  and
Katten  Muchin & Zavis is owed from Othnet  $30,000  together with interest from
January 1, 2002 at the rate of 10% per annum  (together,  the "Savage  Beast and
KMZ Liabilities").

      5. Wattenberg shall have no responsibility to pay the Savage Beast and KMZ
Liabilities,  the amounts due to US Stock Transfer and Sandy Livney as described
in  Section  2 and any of the other  Listed  Liabilities,  except  as  otherwise
provided in Section 9 hereof.

      6. The parties agree that the following amounts will be paid directly from
the  proceeds of the Private  Placement  (the "Paid  Liabilities")  and releases
shall be furnished to AVP with respect thereto:

            Danzig Kaye Cooper Fiore & Kay, LLP         $ 112,000
            Montecito Capital Partners, LLC             $  40,000


<PAGE>

      7. In addition to the Merger Shares being issued at Closing for the Listed
Liabilities as provided in Section 2 hereof,  additional  Merger Shares shall be
issued at Closing for the amount of the Savage Beast and KMZ Liabilities and the
Paid  Liabilities  calculated and distributed in accordance with the methodology
set forth in Section 2.5(a)(iv).

      8. Wattenberg  represents that all such Bridge Commissions equal or exceed
the sum of (i) the amounts  presently  due US Stock  Transfer  and Sandy  Livney
described  above,  (ii) the  Savage  Beast  and KMZ  Liabilities,  and (iii) and
$122,000 of the Paid Liabilities.

      9.  Wattenberg  agrees to indemnify and hold harmless  Othnet and AVP from
any and all losses and expenses (including  reasonable counsel fees) suffered or
incurred by Othnet or AVP arising out of a breach of any of the  representations
set forth in  Section 3 or  Section  8.  hereof,  provided,  however,  that with
respect to clause (i) of Section 3, Wattenberg  shall  indemnify  Othnet and AVP
only in the event (a) it shall have been  determined  that a Demand was made and
received  by  Wattenberg  subsequent  to  January  1, 2003 and prior to the date
hereof,  and (b) the amount of the  liability  as indicated in such Demand which
was received by Wattenberg is greater than as listed on Schedule A hereto (which
in the case of a claim not constituting a Listed  Liability,  means in excess of
zero),  in  which  case,  and  only in the  event  both  (a) and (b)  have  been
determined,  Wattenberg shall be responsible solely for the excess amount of the
liability  indicated in such Demand which was  received by  Wattenberg  over the
amount  listed on  Schedule A (which in the case of a claim not  constituting  a
Listed  Liability,  means in excess of zero).  Othnet or AVP shall promptly give
Wattenberg  notice of any such claim,  but the failure to give such notice shall
not relieve  Wattenberg of his obligations  hereunder  except to the extent that
Wattenberg has actually been damaged by such failure.  All claims to be asserted
hereunder must be made by the second anniversary of the date hereof.

      10. In the event  within 24 months from the date of  Closing,  it shall be
determined  that,  as of the  Closing  Date,  Othnet  shall  have had any unpaid
Liability  in  excess  of the  Listed  Liabilities,  the  Savage  Beast  and KMZ
Liabilities,  Paid Liabilities and Notes which have not been converted  pursuant
to the Bridge  Financing (and excluding any Liability for which  indemnification
is provided by  Wattenberg  as set forth  herein),  additional  Merger Shares or
Othnet  common stock shall be issued pro rata as provided in Section  2.5(a)(iv)
of the Merger  Agreement  among those  persons who were holders of Merger Shares
immediately after the Closing.

      11. All representations of Wattenberg set forth herein shall survive for a
period of two years only from the date hereof.

                  [remainder of page intentionally left blank]


                                       2
<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                       OTHNET, INC., A DELAWARE CORPORATION


                                       By:  /s/ Jeffrey Wattenberg
                                            ------------------------------------
                                       Name:  Jeffrey Wattenberg
                                       Title:  President

                                       OTHNET MERGER SUB, INC., A DELAWARE
                                       CORPORATION


                                       By:  /s/ Jeffrey Wattenberg
                                            ------------------------------------
                                       Name:  Jeffrey Wattenberg
                                       Title:  President

                                       /s/ Jeffrey Wattenberg

                                       JEFFREY WATTENBERG

                                       ASSOCIATION OF VOLLEYBALL PROFESSIONALS,
                                       INC.,  A DELAWARE CORPORATION

                                       By:  /s/ Leonard Armato
                                            ------------------------------------
                                       Name:  Leonard Armato
                                       Title:  President


                                       3
