SOFTWARE LICENSE AND SUPPORT AGREEMENT

     This SOFTWARE LICENSE AND SUPPORT AGREEMENT (this "Agreement") is
entered into by and between GeoCities, together with its Subsidiaries (as
defined below) (collectively "Customer"), and StarPoint Software, Inc.
("StarPoint"), and describes the terms and conditions pursuant to which
StarPoint shall license to Customer and support certain Software (as defined
below).

     In consideration of the mutual promises and upon the terms and
conditions set forth below, the parties agree as follows:

1.   DEFINITIONS

1.1  "CONFIDENTIAL INFORMATION" means this Agreement, including all of its
terms, and all its Schedules, any addenda hereto signed by both parties, all
Software listings, Documentation, information, data, drawings, benchmark
tests, specifications, trade secrets, object code and machine-readable copies
of the Software, source code relating to the Software, and any other
proprietary information supplied to Customer by StarPoint, or by Customer to
StarPoint and clearly marked as "confidential information", including all
items defined as "confidential information" in any other agreement between
Customer and StarPoint whether executed prior to or after the date of this
Agreement.

1.2  "DOCUMENTATION" means any on-line help files, instruction manuals,
operating instructions, user manuals, and specifications provided by
StarPoint which describe the use of the Software and which either accompany
the Software or are provided to Licensee at any time.

1.3  "EFFECTIVE DATE" means the later of the dates on which Customer and
StarPoint have signed this Agreement.

1.4  "EQUIPMENT" means the computer system, including peripheral equipment
and operating system software, specified in Schedule B.

1.5  "MAJOR AND MINOR UPDATES" shall mean updates, if any, to the StarPoint
Software. Major Updates involve additions of substantial functionality while
Minor Updates do not. Major Updates are designated by a change in the
number to the left of the decimal point of the number appearing after the
product name while Minor Updates are designated by a change in such number
to the right of the decimal point. StarPoint is the sole determiner of the
availability and designation of an update as a Major or Minor Update. Major
Updates exclude software releases which are reasonably designated by
StarPoint as new products, in accordance with generally accepted industry
practices. Where used herein "Updates" shall mean Major or Minor Updates
interchangeably.

1.6  "SITE" means each physical location, or each Internet service offering
specified in Schedule B of one or more CPU's of the Equipment at which
Customer is entitled to Use the Software.

1.7 "SOFTWARE" means the computer software programs specified in Schedule A
and otherwise provided to Customer pursuant to this Agreement.

1.8  "SUBSIDIARY" means all current and future business entities of which a
party owns, directly or indirectly, more than fifty percent (50%) of the
equity securities or other equity interest granting such party voting rights
exercisable in electing the management of the entities, for so long as such
ownership exists.

1.9  "USE" means loading, utilization, storage or display of the Software by
Customer for its own internal information processing, by copying or
transferring the same into Customer's Equipment.

2.   LICENSE, DELIVERABLES AND COPIES

2.1  GRANT OF LICENSE. Subject to the terms and conditions of this
Agreement, StarPoint hereby grants to Customer during an unlimited period of
time, a non-exclusive and non-transferable license to (a) Use the Software on
the Equipment (or with prior written notice to StarPoint, on substitute,
upgraded, or additional equipment; provided, however that any costs resulting
from the transfer of the Software to such equipment, including without
limitation services rendered by StarPoint shall be Customer's responsibility)
and at the Site (or with prior written notice to StarPoint on additional
sites of Customer, to be specified in Schedule B), and to make sufficient
copies as necessary for such Use, (b) use the Documentation in connection
with Use of the Software, and (c) modify the Software pursuant to authorized
Use of the Software specified in Schedule A, if any; provided that, although
Customer does not transfer to StarPoint any of Customer's rights to such
modifications, all such modifications shall be subject to the restrictions of
this Agreement that apply to the Software. This license transfers to
Customer neither title nor any proprietary or intellectual property rights to
the Software, Documentation, or any copyrights, patents, or trademarks,
embodied or used in connection therewith, except for the rights expressly
granted herein. Notwithstanding the inclusion of Subsidiaries in the
definition of Customer in this Agreement, StarPoint's affirmative obligations
will be limited to the entity named above. Such entity hereby guarantees the
performance of its Subsidiaries under this Agreement and shall indemnify and
hold harmless StarPoint from and against all losses, costs, liabilities and
expenses arising out of or relating to any breaches by such Subsidiaries of
this Agreement.

2.2  DELIVERABLES.  StarPoint shall issue to Customer, as soon as
practicable, one (1) machine-readable copy of the Software for Use at the
Site only, along with one (1) copy of the on-line Documentation, and one (1)
written copy of the Documentation. Customer may duplicate the Documentation
for internal use, and shall not distribute the Documentation to any party
other than Customer and its Subsidiaries.

2.3  COPIES.  Customer will be entitled to make a reasonable number of
machine-readable copies of the Software for backup or archival purposes only.
Customer may not copy the Software, except as permitted by this Agreement.
Customer shall maintain accurate and up-to-date records of the number and
location of all copies of the Software and inform StarPoint in writing of
such location(s). All copies of the Software will be subject to all terms
and conditions of this Agreement. Whenever Customer is permitted to copy or
reproduce all or any part of the Software, all titles, trademark symbols,
copyright symbols and legends, and other proprietary markings must be
reproduced.

3.   LICENSE RESTRICTIONS. Customer agrees that it will not itself, or
through any parent, subsidiary, affiliate, agent or other third party:  (a)
sell, lease, license or sub-license the Software or the Documentation; (b)
decompile, disassemble, or reverse engineer

                                 -1-

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the Software, in whole or in part; (c) write or develop any derivative
software or any other software program based upon the Software or any
Confidential Information, except pursuant to authorized Use of Software, if
any; (d) use the Software to provide services on a 'service bureau' basis; or
(e) provide, disclose, divulge or make available to, or permit use of the
Software by any unauthorized third party without StarPoint's prior written
consent.

4.   LICENSE FEE

4.1  LICENSE FEE.  In consideration of the license granted pursuant to
Section 2.1. Customer agrees to pay StarPoint the License Fee specified in
Schedule A. The License Fee is due and payable in full upon the Effective
Date.

4.2  TAXES. Customer agrees to pay or reimburse StarPoint for all federal,
state, dominion, provincial, or local sales, use, personal property, payroll,
excise or other taxes, fees, or duties arising out of this Agreement or the
transactions contemplated by this Agreement (other than taxes on the net
income of StarPoint).

4.3  NO OFFSET.  Fees and expenses due from Customer under this Agreement may
not be withheld or offset by Customer against other amounts owed by Customer
for any reason.

5.   ESCROW OF SOURCE CODE.  A Master Source Code Escrow Agreement with
respect to the Software (excluding the Third Party Software) shall be
established within 30 days of the Effective Date. Customer shall have the
right to become a beneficiary of the Escrow Agreement provided that Customer
agrees to be bound by the terms of such Escrow Agreement.

6.   MAINTENANCE AND SUPPORT.  Customer agrees to pay Maintenance Fees
according to Schedule C as attached hereto for each Site as specified in
Schedule A. For so long as Customer is current in the payment of all
maintenance fees, with respect to each site, Customer will be entitled to
Maintenance and Support for each site as set forth in Schedule C attached
hereto. Failure to pay maintenance fees with respect to any Site shall be
deemed a material breach of this Agreement and in such event StarPoint shall
have the right to terminate the rights granted hereunder with respect to
such site.

7.   LIMITED WARRANTY AND LIMITATION OF LIABILITY

7.1  LIMITED WARRANTY.  StarPoint warrants that for a period of ninety (180)
days from the Effective Date (the "Warranty Period") (a) the Software will
perform in substantial accordance with the Documentation and (b) the media on
which the Software is distributed will be free from defects in materials and
workmanship under normal use. If during the Warranty Period the Software or
the media on which it is distributed do not perform as warranted (a
"Non-Conformance"), StarPoint shall undertake to correct such
Non-Conformance, or if correction is reasonably not possible, replace such
Software or the media free of charge. If neither of the foregoing is
commercially practicable, StarPoint shall terminate this Agreement and refund
to Customer the License Fee. THE FOREGOING ARE CUSTOMER'S SOLE AND EXCLUSIVE
REMEDIES FOR BREACH OF WARRANTY. The warranty set forth above is made to and
for the benefit of Customer only. The warranty will apply only if:

(a)  the Software has been properly installed and used at all times and in   
     accordance with the instructions for Use; and

(b)  no modification, alteration or addition has been made to the Software by
     persons other than StarPoint or StarPoint's authorized representative
     (except pursuant to the authorized Use of the Software specified in
     Schedule A) except as authorized in writing by StarPoint; and

(c)  Customer has not requested modifications, alterations or additions to the
     Software that cause it to deviate from the Documentation.

(d)  StarPoint warrants that it possesses all of the right, title, interest and
     authority to enter into this agreement with Customer. StarPoint also
     warrants that no lawsuit or claim concerning the Software is currently
     pending.

Any pre-production versions of the Software distributed to Customer are
delivered "as-is," without any express or implied warranties. No employee,
agent, representative or affiliate of StarPoint has authority to bind
StarPoint to any oral representations or warranty concerning the Software.
Any written representation or warranty not expressly contained in this
Agreement will not be enforceable.

7.2  DISCLAIMER.  EXCEPT AS SET FORTH ABOVE, STARPOINT MAKES NO WARRANTIES,
WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SOFTWARE
OR THE DOCUMENTATION, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO
CUSTOMER UNDER THIS AGREEMENT, INCLUDING MAINTENANCE AND SUPPORT. STARPOINT
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE,
DOCUMENTATION AND SAID OTHER MATERIALS AND SERVICES, AND WITH RESPECT TO THE
USE OF ANY OF THE FOREGOING. IN ADDITION, STARPOINT DISCLAIMS ANY WARRANTY
WITH RESPECT TO, AND WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR, THE
OPERATION OF THE SOFTWARE IF PROGRAMS ARE MADE THROUGH THE USE OF SOFTWARE OR
NON-STARPOINT SOFTWARE THAT CHANGE, OR ARE ABLE TO CHANGE, THE DATA MODEL OF
THE SOFTWARE.

7.3  LIMITATION OF LIABILITY. IN NO EVENT WILL STARPOINT BE LIABLE FOR ANY
LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF
COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND
IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF
THE SOFTWARE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF
CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF STARPOINT HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, STARPOINT WILL
NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE
SOFTWARE OR SAID SERVICES. STARPOINT'S LIABILITY UNDER THIS AGREEMENT FOR
DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES OF ANY
KIND, INCLUDING, WITHOUT LIMITATION, RESTITUTION, WILL NOT, IN ANY EVENT,
EXCEED THE LICENSE FEE PAID BY CUSTOMER TO STARPOINT UNDER THIS AGREEMENT.

7.4  ALLOCATION OF RISK.  The provisions of this Section 7 allocate risks
under this Agreement between Customer and StarPoint.


                                 -2-

<PAGE>

StarPoint's pricing reflects this allocation of risks and limitation of in
accordance .with the provisions of this Agreement and will not liability.

7.5  CLAIMS.  No action arising out of any breach or claimed breach of this
Agreement or transactions contemplated by this Agreement may be brought by
either party more than one (1) year after the cause of action has accrued.
For purposes of this Agreement, a cause of action will be deemed to have
accrued when a party knew or reasonably should have known of the breach or
claimed breach.

8.   INDEMNIFICATION

8.1  INFRINGEMENT INDEMNITY. StarPoint shall, at its expense, defend or
settle any claim, action or allegation brought against Customer that the
Software infringes any patent, copyright, trade secret or other proprietary
right of any third party and shall pay any final judgments awarded or
settlements entered in the; provided that Customer gives prompt written notice
to StarPoint of any such claim, action or allegation of infringement and
gives StarPoint the authority to proceed as contemplated herein. StarPoint
will have the exclusive right to defend any such claim, action or allegation
and make settlements thereof at its own discretion, and Customer may not
settle or compromise such claim, action or allegation, except with prior
written consent of StarPoint. Customer shall give such assistance and
information as StarPoint may reasonably require to settle or oppose such
claims. In the event any such infringement, claim, action or allegation is
brought or threatened, StarPoint may, at its sole option and expense:

(a)  procure for Customer the right to continue Use of the Software or
     infringing part thereof; or

(b)  modify or amend the Software or infringing part thereof, or replace the
     Software or infringing part thereof with other software having
     substantially the same or better capabilities; or, if neither of the
     foregoing is commercially practicable,

(c)  terminate this Agreement and repay to Customer a portion, if any, of the
     License Fee and maintenance fees equal to the amount paid by Customer
     less one-sixtieth (1/60) thereof for each month or portion thereof that
     this Agreement has been in effect. StarPoint and Customer will then be
     released from any further obligations of indemnification provided for
     above and such other obligations that survive termination.

8.2  LIMITATION.  The foregoing obligations shall not apply to the extent the
infringement arises as a result of modifications to the Software made by any
party other than StarPoint or StarPoint's authorized representative.

8.3  EXCLUSIVE REMEDY. The foregoing states the entire liability of StarPoint
and Customer's exclusive remedy with respect to infringement of any patent,
copyright, trade secret or other proprietary right.

8.4  CUSTOMER INDEMNITY.  Customer shall indemnify and hold StarPoint
harmless from and against any costs, losses, liabilities and expenses
(including reasonable attorney's fees) arising out of third party claims
related to Customers Use of the Software under this AGreement.

9.   CONFIDENTIALITY

9.1  CONFIDENTIAL INFORMATION.  Each party acknowledges that the
Confidential Information constitutes valuable trade secrets and each party
agrees that it shall use Confidential Information solely in accordance with
the provisions of this Agreement and will not disclose, or permit to be
disclosed, the same, directly or indirectly, to any third party without the
other party's prior written consent. Each party agrees to exercise due care
in protecting the Confidential Information from unauthorized use and
disclosure. Furthermore, it is understood that the terms of this Agreement
reflect consideration received by Customer in return for being an early
adopter of the Software and that StarPoint's future revenue potential could be
adversely affected if such terms were to become publicly known. Therefore in
addition to not disclosing the terms of this Agreement, the parties shall
make no statement to any third party which tend to indicate the substance of
the terms (for example "we got a great deal, it was a bad deal for them).
However, neither party bears any responsibility for safeguarding information
that (i) is publicly available, (ii) already in the other party's possession
an not subject to a confidentiality obligation, (iii) obtained by the other
party from third parties without restrictions on disclosure, (iv)
independently developed by the other party without reference to Confidential
Information, or (v) required to be disclosed by order of a court or other
governmental entity. Nothing herein will prevent routine discussions by
the parties that normally take place in a "user group" context.

9.2  INJUNCTIVE RELIEF.  In the event of actual or threatened breach of the
provisions of Section 9.1, the non-breaching party will have no adequate
remedy at law and will be entitled to immediate and injunctive and other
equitable relief, without bond and without the necessity of showing actual
money damages.

10.  TERM AND TERMINATION

10.1 TERM.  This Agreement will take effect on the Effective Date and will
remain in force until terminated in accordance with this Agreement.

10.2  TERMINATION.  This Agreement is terminated by:

(a)  Customer upon thirty (30) day's prior written notice to StarPoint,
     with or without cause, provided that no such termination will entitle
     Customer to a refund or any portion of the License Fee or maintenance
     fees;

(b)  StarPoint upon written notice to Customer if any of the following events
     ("Termination Events") occur, provided that, except as set forth in
     Section 10.3(d) below, no such termination will entitle Customer to a
     refund of any portion of the License Fee or maintenance fees; (i)
     Customer fails to pay any undisputed amount due to StarPoint within
     thirty (30) days after StarPoint gives the Customer written notice of
     such non-payment; (ii) Customer is in material breach of any
     non-monetary term, condition or provision of Agreement, which breach, if
     capable of being cured, is not cured within thirty (30) days after
     StarPoint gives Customer written notice of such breach; or (iii)
     Customer becomes subject to any bankruptcy or insolvency proceeding
     under federal or state statutes; or (iv) StarPoint elects to refund
     Customer's fees in accordance with Section 7.1 or Section 8.1(c).

10.3  EFFECT OF TERMINATION.  If any Termination Event occurs, termination
will become effective immediately or on the date set forth in the written
notice of termination. Termination of this Agreement will not affect the
provisions regarding Customer's or StarPoint's treatment of Confidential
Information, provisions relating to the payment of amounts due, or provisions
limiting or disclaiming StarPoint's liability, which provisions will survive
termination of this Agreement. Within fourteen (14) days after the date of
termination or discontinuance of this Agreement for


                                 -3-

<PAGE>

any reason whatsoever, Customer shall return the Software, derivative works
and all copies thereof, in whole or in part, all related Documentation and
all copies thereof, and any other Confidential Information in its
possession. Customer shall furnish StarPoint with a certificate signed by an
executive officer of Customer verifying that the same has been done.

11. NON-ASSIGNMENT.  Neither this Agreement nor any rights under this
Agreement may be assigned or otherwise transferred by Customer, in whole or
in part, whether voluntary or by operation of law, including by way of sale of
assets, merger or consolidation, without the prior written consent of
StarPoint, which consent will not be unreasonably withheld or delayed.
Subject to the foregoing, this Agreement will be binding upon and will inure
to the benefit of the parties and their respective successors and assigns.

11.2 ACQUISITION.  In the event of acquisition of Customer resulting in
transfer of control of a majority of equity interest, the rights under this
Agreement shall be restricted to Customer and its Subsidiaries as constituted
prior to the acquisition.

12.  NOTICES.  Any notice required or permitted under the terms of this
Agreement or required by law must be in writing and must be (a) delivered in
person, (b) sent by first class registered mail, or air mail, as appropriate,
(c) sent by overnight air courier, or (d) by facsimile, in each case properly
posted to the appropriate address set forth below. Either party may change
its address for notice by notice to the other party given in accordance with
this Section. Notices will be considered to have been given at the time of
actual delivery in person, three (3) business days after deposition the mail
as set forth above, one (1) day after delivery to an overnight air courier
service, or one (1) day after the moment of transmission by facsimile.

13. MISCELLANEOUS

13.1 CENTURY DATE.  The software shall experience no change in accuracy,
auditability or functionality relating to (1) the change of the system date
to January 1, 2000 (the "Century Date") on the Equipment or (ii) with
respect to the introduction or processing of records containing dates on or
after the Century Date.

13.2 VIRUSES AND DISABLING DEVICES.  Neither the Software nor any
enhancements, modifications, upgrades, updates, revisions or releases thereof
shall contain (i) any mechanism such as a "trap door", "time bomb", or "logic
bomb", software protection routine or other similar device, that would enable
StarPoint to disable the Software or make the Software inaccessible to
GeoCities after the Software is installed; or (ii) to the best of StarPoint's
knowledge, any computer "virus", "worm" or similar programming routine.

13.3 FORCE MAJEURE.  Neither party will incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this Agreement if such delay or failure is caused,
in whole or in part, by events, occurrences, or causes beyond the control and
without negligence of the parties. Such events, occurrences, or causes will
include,without limitation, acts of God, strikes, lockouts, riots, acts of
war, earthquakes, fire and explosions, but the inability to meet financial
obligations is expressly excluded.

13.4 WAIVER.  Any waiver of the provisions of this Agreement or of a party's
rights or remedies under this Agreement must be in writing to be effective.
Failure, neglect, or delay by a party to enforce the provisions of this
Agreement or its rights or remedies at any time, will not be construed and
will not be deemed to be a waiver of such party's rights under this Agreement
and will not in any affect the validity of the whole or any part of this
Agreement or prejudice such party's right to take subsequent action. Except
as expressly stated in this Agreement, no exercise or enforcement by either
party of any right or remedy under this Agreement will preclude the
enforcement by such party of any other right or remedy under this Agreement or
that such party is entitled by law to enforce.

13.5 SEVERABILITY.  If any term, condition, or provision in this Agreement is
found to be invalid,unlawful or unenforceable to any extent, the parties
shall endeavor in good faith to agree to such amendments that will preserve,
as far as possible,the intentions expressed in this Agreement. If the parties
fail to agree on such an amendment, such invalid term, condition or provision
will be severed from the remaining terms, conditions and provisions, which
will continue to be valid and enforceable to the fullest extent permitted by
law.

13.6 STANDARD TERMS OF CUSTOMER.  No terms, provisions or condition s of
any purchase order, acknowledgment or other business form that Customer may
use in connection with the acquisition or licensing of the Software will have
any effect on the rights, duties or obligations of the parties under, or
otherwise modify, this Agreement, regardless of any failure of StarPoint to
object to such terms, provisions or conditions.

13.7 AMENDMENTS TO THIS AGREEMENT.  This Agreement may not be amended, except
by a writing signed by both parties.

13.8 STARPOINT'S PRIOR CONSENT.  Unless expressly provided otherwise in this
Agreement, any prior consent of StarPoint that is required before Customer
may take an action may be granted or withheld in StarPoint's sole and
absolute discretion.

13.9 EXPORT OF SOFTWARE. Customer may not export or re-export this Software
without the prior written consent of StarPoint and without the appropriate
United States and foreign government licenses.

13.10 APPLICABLE LAW.  This Agreement will be interpreted and construed in
accordance with the laws of the State of California and the United States of
America, without regard to conflict of law principles.

13.11 PUBLIC ANNOUNCEMENTS.  Customer acknowledges that StarPoint may desire
to use its name in press releases, product brochures and financial reports
indicating that Customer is a customer of StarPoint, and Customer agrees that
StarPoint may use its name in such a manner. Customer reserves the right to
review any use of its name and to withhold permission, which permission will
not reasonably be withheld.

13.12 ARBITRATION.  All claims, disputes, and other matters in question
arising out of, or relating to, this Agreement or the interpretation or breach
thereof, shall be decided by arbitration before a single arbitrator in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association then obtaining unless the parties mutually agree otherwise. Said
arbitration shall be held in San Jose, California. This agreement to
arbitrate shall be specifically enforceable under applicable law in any court
of competent jurisdiction. Notice of the demand for arbitration shall be
filed in writing with the other party to this Agreement and with the American
Arbitration Association. The award rendered by the arbitrator shall be final
and judgment may be entered in accordance with applicable law and in any
court.


                                 -4-

<PAGE>

having jurisdiction thereof. The arbitrator shall determine who is the
prevailing party and shall award reasonable attorneys' fees and expenses of
the arbitration to such party.

13.13 HEADINGS. Section and Schedule headings are for ease of reference only
and do not form part of this Agreement.

13.14 ENTIRE AGREEMENT.  This Agreement (including the Schedules and any
addenda hereto signed by both parties) contains the entire agreement of the
parties with respect to the subject matter of this Agreement and supersedes
all previous communications, representations, understandings and agreements,
either oral or written, between the parties with respect to said subject
matter, except as provided in Section 1.3 with respect to the definition of
"Confidential Information."



IN WITNESS WHEREOF, the parties have executed this Agreement.

(CUSTOMER)                                 STAR-POINT SOFTWARE, INC.

By: [illegible]                            By: /s/ Michael Tanne, President
   -------------------------------------      --------------------------------
[illegible], V.P. Operations                  Michael Tanne, President
----------------------------------------      --------------------------------
  (print name and title)                        (print name and title)

Date:   7/11/97                            Date:  27 June 1997
    -----------------------------------         ------------------------------

Address:                                   Address:
1918 Main St #300                          650 Castro Street, Suite 260
----------------------------------------   -----------------------------------
Santa Monica CA 90405                      Mountain View, CA 94041
----------------------------------------   -----------------------------------

----------------------------------------   -----------------------------------


                                 -5-

<PAGE>








                                      SCHEDULE A
                               SOFTWARE AND LICENSE FEE


SOFTWARE

StarPoint Ad System.  Standard configuration, including the following
modules: Content stream, demographic, c,eo-raphic, user interest,
sponsorship, ad inventory, and any future functionality that is incorporated
into the Ad System and not identified as a separate charceable option.

PLATFORM

Solaris

CONFIGURATION

Authorized confi-uration to support delivery of "unlimited" ads/day for the
GeoCities Web site and future sites that are Subsidiaries of Customer, or
sites that are minority-owned properties of Customer that do not qualify as
Subsidiaries, but for which StarPoint has -iven written permission to Use the
Software.

LICENSE FEE

[*] payable according to the followinc, schedule:

     [*] upon contract sicnarure (by June 27, 1997)
     [*] by July 31, 1997
     [*] by August 29, 1997

ANNUAL MAINTENANCE FEE

[*] of License Fee [*] for each Site on which the Software is installed
that is not an exact duplicate of another Site, operated exclusively for the
purpose of Geographic or load distribution.  Payment for the first year is
due by August 29, 1997.  The annual maintenance renewal date shall be the
anniversary of the Effective Date.

SPECIAL TERMS

Customer agrees to provide a customer quote for a press release announcing
the use of StarPoint Ad System on the GeoCities Web site, and to continue to
act as a StarPoint reference account for prospects, customers, press and
analysts, provided such requests do not become burdensome to Customer.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

<PAGE>

                                      SCHEDULE B

                                 EQUIPMENT AND SITE


B.I  The following is the Equipment on which Customer may Use the Software:

not restricted

B.2  The following is the Operating System on which Customer may Use the
Software:

Solaris

B.3  The following is/are the physical Site(s) at which Customer is entitled to
Use the Software:

Physical sites are not restricted, but Customer will advise StarPoint in
writinc, of the installation of Software at any new site.

B.4  The following is the maximum number of delivered ads/day allowed under the
Agreement:

unlimited

<PAGE>

                                      SCHEDULE C
                               MAINTENANCE AND SUPPORT
DEFINITIONS

1.1  "SUPPORT CALL (LEVEL 1)" means a reported problem in the Software which
     causes the system to be down and not serving ads, or has a significant
     revenue impact, with no obvious work-around.

1.2  "SUPPORT CALL (LEVEL 2)" means a reported problem in the Software, not
     considered as a Level I support problem as defined in 1.1 above, which
     causes serious disruption of a function such as targeting, ad insertion,
     campaign management or reporting, however the system is still serving ads.

1.3  "SUPPORT CALL (LEVEL 3)" means a reported problem in the Software which is
     not affecting the Software's ability to perform substantially in accordance
     with the user documentation.

1.4  "RESPONSE TIME" means the elapsed time between the receipt of a service
     call and the time when StarPoint begins the Maintenance and Support,
     includin- a verbal or written confirmation to the Customer thereof.

1.6  "RESPONSE CENTER AND CONTACT PROCEDURE" shall mean:

          Address                              Hours of Operation *
          650 Castro Street Suite 260          Monday - Friday
          Mountain View, CA 94041              (excluding public holidays)
          www.starpt.com                       9 am - 6 pm PST
                                               * 24x7 maintenance customers
                                               have continuous access

          Contact Infon-nation                 Pacer: 415/428-2424, 415/335-0503
          Tel: (415) 960-1 1 00 x2O            E-mail: support@starpt.com
          Fax: (415) 960 1140 attn: Support


2    Term AND TERMINATION.  StarPoint's provision of Maintenance and Support to
     Customer will commence on the Effective Date and will continue for an
     initial term of one (1) year.  Maintenance and Support will automatically
     renew at the end of the initial term and any subsequent term for a renewal
     term of one (1) year unless Customer has provided StarPoint with a written
     ten-nination notice of its intention not to renew the Maintenance and
     Support at least ninety (90) days prior to the termination expiration of
     the then-current term.  Termination of Maintenance and Support upon failure
     to renew will not affect the license of the Software.

3    MAINTENANCE AND SUPPORT SERVICES.  Maintenance and Support will be provided
     only with respect to versions cf the Software that are being supported by
     StarPoint, according to the followincy schedule: (a) a Major Update will be
     supported for two (2) years after the commercial release of the next Major
     Update, provided always that Customer makes use of the last Minor Update
     and Update of the first mentioned Major Update and (b) a Minor Update will
     be supported for one (1) year after the commercial release of the next
     Minor Update, provided always that Customer makes use of the last Update of
     the related Major Update.

     3.1  LEVELS OF MAINTENANCE AND SU@RT.  Maintenance and Support is available
          at the following Response Times: (i) Support Call (Level 1):
          response time two (2) hours, patch or work-around next day, fixed or
          documented in next major product release (ii) Support Call (Level 2):
          response time six (6) hours, patch or work-around within five days,
          fixed or documented in next major product release; (iii) Support Call
          (Level 3): one (1) business day, problem documented and input for
          consideration in next major product release

<PAGE>

     3.2  BASIC MAINTENANCE.  Basic Maintenance means that StarPoint will
          provide during StarPoint's standard. hours of service: (i) Updates and
          Minor Updates, when and if available, and related on-line
          Documentation, and (ii) telephone assistance with respect to the
          Software, including (a) clarification of functions and features of the
          Software; (b) clarification of the Documentation; (c) cuidance in the
          operation of the Software; and (d) error verification, analysis and
          correction to the extent possible by telephone.  StarPoint's standard
          hours of service are Monday through Friday, 9:00 a.m. to 6:00 p.m.,
          PST except for holidays as observed by StarPoint.

     3.3  ON-SITE ASSISTANCE.  At StarPoint's discretion, StarPoint can decide
          to provide Maintenance and Support at the Customer Site.  In such
          event Customer will reimburse StarPoint for all related traveling
          expenses and costs for board and lodging.

     3.4  INSTALLATION AND CONVERSION.  Upon Customer's request, StarPoint can
          perform the installation and/or conversion of the Software.  Unless
          otherwise agreed, the costs hereof shall be invoiced to Customer on
          the basis of StarPoint's then-current rates.

     3.5  CAUSES WHICH ARE NOT ATTRIBUTABLE TO STARPOINT.  Maintenance and
          Support will not include services requested as a result of, or with
          respect to causes which are not attributable to StarPoint.  These
          services will be billed to Customer at StarPoint's then-current rates.
          Causes which are not attributable to StarPoint include but are not
          limited to:

          3.5.1     accident. unusual physical, electrical or electromagnetic
                    stress; neglect; misuse; failure or fluctuation of electric
                    power, air conditioning or humidity control; failure of
                    rotation media not famished by StarPoint; excessive heating;
                    fire and smoke damage; operation of the Software with other
                    media and hardware, software or telecommunication interfaces
                    not meeting or not maintained in accordance with the
                    manufacturer's specifications; or causes other than ordinary
                    use;

          3.5.2     improper installation by Customer or use of the Software
                    that deviates from any operating procedures established by
                    StarPoint in the applicable Documentation;

          3.5.3     modification. alteration or addition or attempted
                    modification, alteration or addition of the Software
                    undertaken bv persons other than StarPoint or StarPoint's
                    authorized representatives;

          3.5.4     software programs made by Customer, StarPoint or other
                    parties.

4    RESPONSIBILITIES OF CUSTOMER.  StarPoint's provision of Maintenance and
     Support to Customer is subject to the following:

     4.1  Customer shall provide StarPoint with access to Customer's personnel
          and Equipment during normal business hours.  This access must include
          the ability to dial-in to the Equipment on which the Software is
          operating and to obtain the level of necessary to support the
          Software.

     4.2  Customer shall provide supervision, control and management of the Use
          of the Software.  In addition, Customer shall implement procedures
          for the protection of information and the implementation of backup
          facilities in the event of errors or malfunction of the Software or
          Equipment.

     4.3  Customer shall document and promptly report all errors or malfunctions
          of the Soft%vare to StarPoint.  Customer shall take all steps
          necessary to carry out procedures for the rectification of errors or
          malfunctions within a reasonable time after such procedures have been
          received from StarPoint.

     4.4  Customer shall maintain a current backup copy of all programs and
          data.

     4.5  Customer shall properly train its personnel in the Use and application
          of the Software and the Equipment on which it is used.

<PAGE>

5    MAINTENANC FEE.  The Maintenance Fee for each calendar year of Maintenance
     and Support will be [*] of the License Fee as defined in Schedule A for
     each Site as specified in Schedule A. The Maintenance Fee is due and
     payable in full in advance within thirty (30) days after the date of
     delivery of the Software.  Any amounts not paid within thirty (30) days
     will be subject to interest of [*] per month, which interest will be
     immediately due and payable.  Each calendar year, the Maintenance Fee may
     be modified by StarPoint due to general price increases and/or general
     inflation increases which are reflected in the Consumer Price Index, but
     shall, for a period of four years from the Effective Date, in no event
     exceed [*] plus the increase in the Consumer Price Index for
     the applicable time period, by written notice to Customer at least thirty
     (30) days prior to the end of the then-current term.  In the event of a
     modification of the Maintenance Fee, Customer may discontinue Maintenance
     and Support.  If Customer elects not to renew Maintenance and Support,
     Customer may re-enroll only upon payment of the annual Maintenance Fee for
     the coming year and [*] per cent of all Maintenance Fees that would
     have been paid had Customer not terminated Maintenance and Support, which 
     entities Customer to all Updates and Minor Updates of the Software which
     have been released during the same period.

6    ASSIGNMENT OF DUTIES.  StarPoint may assign its duties of Maintenance and
     Support to a third party, provided that StarPoint will remain responsible
     for the actions of such third party.  Any such assignment is subject to
     Customer's consent, which consent shall not be unreasonably withheld or
     delayed.]

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

<PAGE>


PROPOSAL

Estimated Engineering Time Required: 1 week, assuming no changes to the
proposed mapping and filtering.

Cost [*] ([*] days @ [*]/day consulting rate)

Delivery Date.  Completed and fully-testing by Friday, October 24th. $[*] of
the fee will be paid up front and $[*] will be paid upon completion if the
proposal is complete on time. If the delivery date slips we will pay $[*]
when the project is completed, and StarPoint will forfeit the remaining $[*].
The agreed upon deliverables include all reports that run succssfully for the
three consecutive days starting Friday, October 24. All stock impromptu
reports templates will have columns of data specified along with the
appropriate formatting (see page 3). The reports should also generate 1-2
weeks of data without blowing up. Area filtering should be completed based on
the areamap.txt we will give you on Wednesday October 15. OS, Browser and
Domain filtering should be completed according to page 4 of this document.
All Stock Impromptu reports should be set up by StarPoint to sun
automatically on a nightly basis and saved as snapshots.

Accepted


          GeoCities  /s/ [ILLEGIBLE]                Date  10/13/97
          StarPoint  /s/ [ILLEGIBLE]                Date  10/13/97
    
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.




                                                                        page 2

Source: OneCLE Business Contracts.