ADFORCE-TM- SERVICE                                      Web Publisher Agreement
--------------------------------------------------------------------------------

This service agreement for the AdForce service (the "Agreement") is entered
into between IMGIS, Inc., a California corporation ("IMGIS"), with offices at
10101 N. DeAnza Blvd., Suite 210, Cupertino, CA 95014 and Netscape
Communications, Inc., with offices at 501 East Middlefield Road, Mountain
View, CA 94043 ("COMPANY").

1.   ADFORCE SERVICE DEFINITION. The AdForce service is an Internet
     advertising administration system that allow COMPANY to manage
     advertising on its Web site or similar on-line service. As part of the
     AdForce service, IMGIS will provide COMPANY with the AdForce "client"
     software application ("Application Software"), with which COMPANY will be
     able to (a) generate ad tags, (b) schedule advertising to run in the
     online environments with which COMPANY places those ad tags and (c)
     generate reports on such advertising. In addition, IMGIS will maintain an
     AdForce server complex from which IMGIS will electronically deliver
     advertising scheduled by COMPANY to the online environments containing
     the ad tags placed by COMPANY. The delivery of "Impressions," defined as
     the transmission of advertisements by AdForce to an AdForce ad tag, will
     be verified by monthly third-party audits of the AdForce service,
     conducted by the Audit Bureau of Verification Services, Inc. or another
     third party chosen by IMGIS. This audit is included in all levels of the
     AdForce service. Each level of the AdForce service includes targeting
     features as listed in Exhibit B. All levels of the AdForce service
     include a suite of standard reports available in the AdForce system and
     listed in Exhibit B, but do not include custom reports requested by
     COMPANY. Features added to the AdForce service in the future will, at the
     sole discretion of IMGIS, be considered part of one of the following
     levels of AdForce service covered in this Agreement, or be considered part
     of other AdForce services and subject to additional fees.

2.   LEVELS OF ADFORCE SERVICE. ADFORCE BASIC is defined to include the
     functionality described in section 1, as well as telephone customer
     support from the hours of 6am to 6pm Pacific Time, Monday-Friday,
     excluding major holidays. ADFORCE GOLD is defined to include the
     functionality of ADFORCE BASIC, in addition to 24-hour-a-day access to
     IMGIS technical support via phone and pager. ADFORCE PLATINUM is defined
     to include the functionality of ADFORCE GOLD, in addition to
     full-service scheduling of COMPANY'S advertising campaigns by IMGIS
     personnel. Pricing for the each level of service is detailed in Exhibit
     A. In addition, ADFORCE has agreed to place a Client Services
     representative on-site at Netscape offices for a minimum of 45 days.

3.   OBLIGATIONS OF COMPANY. COMPANY agrees to implement the ad tags as
     described in the AdForce User Guide and Help documentation. If COMPANY
     chooses the ADFORCE PLATINUM level of service, it agrees to supply IMGIS
     with the information necessary to schedule COMPANY's ad campaigns at
     least [*] in advance of campaign initiation. Should the average file
     size of COMPANY's advertisements exceed [*], as determined by
     IMGIS on a monthly basis, COMPANY agrees to pay the incremental fee
     listed in Exhibit A to compensate for higher bandwidth costs. COMPANY
     agrees to provide IMGIS with volume forecasts of Impressions to be
     delivered using the AdForce service.

4.   OWNERSHIP/LIMITATIONS ON USE. Subject to the terms and conditions of
     this Agreement, IMGIS hereby grants to COMPANY, contingent on timely
     payment of monies due to IMGIS, a non-exclusive, non-transferable
     license for the term of this Agreement to use the Application Software
     in connection with the AdForce service. IMGIS shall have the sole and
     exclusive ownership of all right, title and interest in and to the
     Application Software and the AdForce service, any enhancements thereto
     and in any materials and data provided to COMPANY by IMGIS. COMPANY may
     not sublicense the AdForce service. COMPANY may not copy, modify, alter,
     sell, distribute or sublicense the Application Software or reverse
     assemble, reverse compile or otherwise attempt by any other method to
     create or derive the source programs of the AdForce service or the
     Application Software, nor authorize or contract with third parties to do
     the same. During the course of delivering advertising to visitors to
     COMPANY's site, IMGIS will collect and maintain information necessary to
     target advertising, including but not limited to the user's IP address,
     cookie, browser type and operating system, as well as the time, date and
     ad tag of the request. Although IMGIS owns the right to use or grant use
     of this information, it will provide COMPANY with the ability to run any
     reports considered part of COMPANY's selected level of service.

5.   CONFIDENTIALITY. It is agreed that any COMPANY passwords to AdForce,
     AdForce user guides, the AdForce Application Software, and the AdForce
     "help" documentation, whether on-line or in printed form, are
     confidential. It is also agreed that any account information input into
     the AdForce service by COMPANY, such as advertiser contact and billing
     information, is confidential. Such information shall not be used,
     disclosed or reproduced by the other party without the consent of the
     party providing said information, except for any information, data or
     material which:  (a) at the time of disclosure to the receiving party
     was known or in the possession of the receiving party; (b) is
     independently developed by the receiving party; (c) is generally
     available to the public without any breach of this Agreement. Each party
     will disclose the other party's Confidential Information only to
     employees who need to know it to perform under this Agreement and who
     are bound by the terms of this Agreement. Each party will return or
     destroy all copies of the other party's Confidential Information when
     this Agreement is terminated except for data resident with the AdForce
     system. Confidential Information includes information about R&D,
     manufacturing, products, business plans, customers, user information
     (including but not limited to identifying users), finances, or personal
     and other information, identified as confidential by a party at the time
     it is disclosed. It is also agreed that any information regarding
     COMPANY's specific activity levels, pricing, performances or any other
     data specific to COMPANY's activity levels is confidential and will be
     treated as such by IMGIS.

6.   INDEMNIFICATION. (a) Subject to subsection (b), COMPANY shall indemnify
     and hold harmless IMGIS from any liability and damages and costs
     (including reasonable costs and attorney's fees) arising out of or
     relating to advertising placed by COMPANY using the AdForce service,
     including, without limitation, content, libel, invasion of privacy, and
     rights of publicity, provided that: (1) IMGIS promptly notifies COMPANY
     of such claims; (ii) COMPANY has sole control over the defense and
     settlement of such claims and is not responsible for any settlement that
     it does not approve in writing; and (iii) IMGIS renders all reasonable
     assistance required; (iv) COMPANY has properly represented the
     capabilities of the AdForce service and the Application Software, (b)
     IMGIS shall indemnify and hold harmless COMPANY from any third party
     claims and liabilities for infringement arising out of or relating to
     COMPANY's use of the Application Software and the AdForce Service
     pursuant to this Agreement, provided that: (i) COMPANY promptly notifies
     IMGIS of such claims; (ii) IMGIS has sole control of the defense and
     settlement of such claims and is not responsible for any


[*] 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 1 of 5
<PAGE>

ADFORCE-TM- SERVICE                                      Web Publisher Agreement
--------------------------------------------------------------------------------

     settlement that it does not approve in writing; and (iii) COMPANY
     renders all assistance required.  If an injunction is entered against
     COMPANY's use of the Application Software, IMGIS will, at its option,
     (A) obtain a license permitting such use, (B) modify the Application
     Software to avoid the infringement, or (C) if it cannot reasonably do
     either of the foregoing, terminate COMPANY's license to the Application
     Software.

7.   WARRANTY.  COMPANY warrants that COMPANY is free to enter into this
     Agreement and that this Agreement constitutes the valid and binding
     obligation of COMPANY, enforceable in accordance with its terms.  IMGIS
     represents and warrants that IMGIS is free to enter into and perform
     this Agreement and, except for events beyond IMGIS' control including
     but not limited to Internet access outages and other events of force
     majeure, (a) the AdForce service will materially conform to the
     functionality described in section 1, (b) IMGIS either owns, has, or
     will otherwise acquire the right (and will, during the term hereof
     maintain such right) to use all hardware and software components of the
     AdForce service and will not infringe on any right or interest
     (intellectual property or otherwise) of any third party.

     EXCEPT AS SPECIFIED IN THIS SECTION, IMGIS HEREBY DISCLAIMS ALL
     WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY AND ALL
     WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
     NON-INFRINGEMENT, IN CONNECTION WITH THIS AGREEMENT.

8.   LIABILITY.  NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL,
     SPECIAL OR EXEMPLARY DAMAGES, EVEN IF IT HAS BEEN WARNED OF THE
     POSSIBILITY OF SUCH DAMAGES.

9.   TERMINATION.  COMPANY shall select the term and level of service for
     this Agreement in Section 12, and shall indicate such selection by
     authorized initial next to the desired term and level of service. 
     Either party may terminate the Agreement if the other party fails to
     perform any of its obligations in any material respect, and such failure
     continues for a period of thirty (30) days after receipt by the
     breaching party of written notice from the non-breaching party
     specifying such default.  Either party may terminate this Agreement in
     the event that the other party ceases to do business, undergoes a
     bankruptcy or insolvency proceeding, or an assignment for the benefit of
     creditors.  Upon the expiration or termination of the Agreement for any
     reason, the parties will return all Confidential Information of the
     other party in their possession.  All accrued payment obligations of
     COMPANY shall survive expiration or termination of the Agreement, as
     shall the parties' rights and obligations under Sections 4 through 9, as
     well as sections 11 through 13.

10.  ASSIGNMENT.  This Agreement is not assignable or transferable by either
     party without the prior written consent of the other party, except that
     a party may assign the Agreement by operation of law.

11.  PAYMENT TERMS.  COMPANY shall pay to IMGIS the dollar amounts determined
     from the pricing schedule set forth in Exhibit A, within 30 days from
     date of invoice.  All payments to IMGIS shall be remitted in U.S.
     Dollars.  Fees for the AdForce service are subject to change at the
     expiration of the initial term and upon renewal of this Agreement.

12.  TERM AND LEVEL OF SERVICE.  COMPANY shall select the term and level of
     service by initializing the desired term and level of service;

<TABLE>
<CAPTION>
                 TERM                                 LEVEL OF SERVICE
     ----------------------------            ---------------------------------
<S>                                          <C>

     ____________ / / 30-day term            ____________ / / AdForce Basic
      (Initial)                               (Initial)

     ____________ /X/ 90-day term            ____________ / / AdForce Gold
      (Initial)                               (Initial)

                                             ____________ /X/ AdForce Platinum
                                              (Initial)
</TABLE>

     The term shall commence on the Effective Date indicated below and shall
     automatically renew unless, prior to the end of the term, written notice
     is received of the intent to terminate.  COMPANY agrees to pay IMGIS for
     all Impressions delivered through the AdForce service, according to the
     pricing schedule in Exhibit A, subject to change upon renewal of this
     Agreement.

13.  GENERAL.  This Agreement is the complete and exclusive statement of the
     mutual understanding of the parties and supersedes and cancels all
     previous written and oral agreements and communications relating to the
     subject matter of this Agreement.  No failure or delay in exercising any
     right hereunder will operate as a waiver thereof, nor will any partial
     exercise of any right or power hereunder preclude further exercise.  Any
     waivers or amendments shall be effective only if made in writing.  If
     any provision of this Agreement shall be adjudged by any court of
     competent jurisdiction to be unenforceable or invalid, that provision
     shall be limited or eliminated to the minimum extent necessary so that
     this Agreement shall otherwise remain in full force and effect and
     enforceable.  This Agreement shall be governed by the law of the State
     of California without regard to the conflicts of law provisions thereof.
     The prevailing party in any action to enforce this Agreement will be
     entitled to recover its attorney's fees and costs in connection with
     such action.  Nothing contained herein shall be construed as
     establishing a partnership, joint venture, employment or other business
     relationship between the parties hereto other than that of independent
     contractors.  This Agreement may be executed in counterparts.

                                 Page 2 of 5
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ADFORCE-TM- SERVICE                                     Web Publisher Agreement
-------------------------------------------------------------------------------


IN WITNESS WHEREOF, the parties have executed this Agreement as of: August 1,
1999 (Effective Date).

By:         /s/ Mike Homer                                
            --------------------------------------                     
Print Name: Mike Homer                                    
            --------------------------------------                     
Title:      GM. SVP Netcenter                             
            --------------------------------------                     
Company:    Netscape Communications, Inc. (COMPANY)        
            --------------------------------------                     

Accepted: /s/ Charles W. Berger
          -------------------------
Name:     Charles W. Berger
          -------------------------
Title:    Chairman & CEO
          -------------------------
Company:  IMGIS, Inc. (IMGIS)
          -------------------------



REVIEWED BY
NETSCAPE LEGAL

Initial   /s/ LW
          -----------




                                 Page 3 of 5

<PAGE>

ADFORCE-TM- SERVICE                                     Web Publisher Agreement
-------------------------------------------------------------------------------

                                   Exhibit A
                                   ---------


Netscape Rate for AdForce Platinum Service beginning August 1, 1998 through
October 31, 1998 is as follows:

    -----------------------------------------------------------------------
         Banners***        [*]          [*]
    -----------------------------------------------------------------------
         Premiers          [*]          [*]
    -----------------------------------------------------------------------
    Spotlights/Buttons     [*]          [*]
    -----------------------------------------------------------------------
        Text Links         [*]          [*]
    -----------------------------------------------------------------------

-   A surcharge of [*] will be applied if the average size of advertisements
    over a 30-day period is greater than [*], and an additional [*] will be
    charged for each additional [*] over [*].

-   Custom reports can be designed for an extra charge

[*] 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 4 of 5
<PAGE>
ADFORCE -TM- SERVICE                                    WEB PUBLISHER AGREEMENT
-------------------------------------------------------------------------------

                                   EXHIBIT B


ADFORCE TARGETING

All levels of the AdForce service include targeting on the following
parameters, when AdForce databases allow the parameter to be resolved:

- BROWSER TYPE--Different campaigns can be delivered to visitors with different
  browsers.

- OPERATING SYSTEM--Different campaigns can be delivered to visitors with
  different operating systems

- DOMAIN TYPE--Different campaigns can be delivered to visitors from different
  domains (i.e. .com or .edu)

- SERVICE PROVIDER--Different campaigns can be delivered to visitors with
  different Internet service providers.

- TELEPHONE AREA CODE--Different campaigns can be delivered to visitors in
  different area codes.

- SIC CODE--Different campaigns can be delivered to visitors working for
  companies with different SIC codes.

- COUNTRY--Different campaigns can be delivered to visitors from different
  countries.

- FREQUENCY--An advertisement can be shown no more than a specified number of
  times to each visitor.

- SEQUENCE--A series of advertisements can be shown in sequence to a visitor.

- KEYWORDS--Advertisements can be targeted on the basis of a word or phrase
  typed by a visitor.

- SITE DATA--Ads can be targeted on the basis of data in a site's database
  (i.e. with registered users)

- DAY/DATE/TIME OF DAY--Ads can be scheduled to run during specific times and
  on specific days.

- CONTENT AREA--Ads can be targeted to a specific area of a site.

There may be additional charges for additional targeting parameters added in
the future, as well as for customization of the targeting algorithms for
keywords and site data.

ADFORCE REPORTING

The following reports are currently available with all levels of the AdForce
service:

<TABLE>
<CAPTION>
  NETWORK REPORTS                           WEBSITE REPORTS                  ADVERTISER REPORTS         
----------------------------------------------------------------------------------------------------------
<S>                                     <C>                              <C>
Daily Campaign Details                  Activity by Advertiser           Campaign On-line Summary       
Daily Campaign Summary                  Activity by Area Code            Summary by Area Code           
Monthly Billing Report                  Activity by Browser              Summary by Banner              
Summary by Advertiser                   Activity by Content Unit         Summary by Browser             
Summary by Area Code                    Activity by Country              Summary by Category            
Summary by Browser                      Activity by Date                 Summary by Country             
Summary by Category                     Activity by Domain               Summary by Date                
Summary by Country                      Activity by Keyword              Summary by Domain              
Summary by Date                         Activity by Hour                 Summary by Hour                
Summary by Domain                       Activity by Operating System     Summary by Operating System    
Summary by Hour                         Activity by Pay Type             Summary by Service Provider    
Summary by Operating System             Activity by Service Provider     Summary by SIC Code            
Summary by Payment Type                 Activity by SIC Code             Summary by Website             
Summary by Service Provider             Website Revenue                  Campaign Summary               
Summary by SIC Code                                                      Monthly Billing Report         
Summary by Website                     
Website Revenue
</TABLE>

There will be additional charges for reports customized or designed to
COMPANY's specifications. There may also be additional charges for reports
added in the future.

                                  Page 5 of 5

Source: OneCLE Business Contracts.