LINKSHARE CORPORATION

                            LONG-TERM INCENTIVE PLAN


     1. Objectives. The LinkShare Corporation Long-Term Incentive Plan (the
"Plan") is designed to retain selected employees of LinkShare Corporation (the
"Company") and its Subsidiaries and reward them for making significant
contributions to the success of the Company and its Subsidiaries. These
objectives are to be accomplished by making awards under the Plan and thereby
providing Participants with a proprietary interest in the growth and performance
of the Company and its Subsidiaries.

     2. Definitions. As used herein, the terms set forth below shall have the
following respective meanings:

          "Award" means the grant of any form of ISO, Nonqualified Option, stock
     appreciation right, stock award or cash award, whether granted singly, in
     combination or in tandem, to a Participant pursuant to any applicable
     terms, conditions and limitations as the Committee may establish in order
     to fulfill the objectives of the Plan.

          "Award Agreement" means a written agreement between the Company and a
     Participant that sets forth the terms, conditions and limitations
     applicable to an Award.

          "Board" means the Board of Directors of the Company.

          "Change of Control" means (i) any sale by the Company of substantially
     all of its assets or (ii) the acquisition by any "person," including a
     "group" as determined in accordance with Section 13(d)(3) of the Exchange
     Act, of beneficial ownership, directly or indirectly, of securities of the
     Company representing 50% or more of the combined voting power of the
     Company's then-outstanding securities; provided, however, that no Change of
     Control shall be deemed to occur if beneficial ownership in the Company's
     then-outstanding securities is acquired pursuant to any reorganization of
     the Company or recapitalization, spinoff or other transaction if, after
     giving effect to such transaction, however structured, at least 50% of the
     outstanding voting securities with the ultimate parent entity corporation
     are beneficially owned in the aggregate, directly or indirectly through one
     or more intermediaries, by the former shareholders of the Company.

          "Code" means the Internal Revenue Code of 1986, as amended from time
     to time.

          "Committee" means such committee of the Board as is designated by the
     Board to administer the Plan. The Committee shall be constituted to permit
     the Plan to comply with Rule 16b-3.

          "Common Stock" means the Common Stock, par value $0.001 per share, of
     the Company.
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          "Director" means an individual serving as a member of the Board.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
     from time to time.

          "Fair Market Value" means, as of a particular date, (a) if the shares
     of Common Stock are listed on a national securities exchange, the mean
     between the highest and lowest sales price per share of Common Stock on the
     consolidated transaction reporting system for the principal such national
     securities exchange on that date, or, if there shall have been no such sale
     so reported on that date, on the last preceding date on which such a sale
     was so reported, (b) if the shares of Common Stock are not so listed but
     are quoted on the Nasdaq National Market, the mean between the highest and
     lowest sales price per share of Common Stock on the Nasdaq National Market
     on that date, or, if there shall have been no such sale so reported on that
     date, on the last preceding date on which such a sale was so reported, (c)
     if the Common Stock is not so listed or quoted, the mean between the
     closing bid and asked price on that date, or, if there are no quotations
     available for such date, on the last preceding date on which such
     quotations shall be available, as reported by Nasdaq, or, if not reported
     by Nasdaq, by the National Quotation Bureau, Inc. or (d) if none of the
     above is applicable, such amount as may be determined by the Board (or an
     Independent Third Party, should the Board elect in its sole discretion to
     instead utilize an Independent Third Party for this purpose), in good
     faith, to be the fair market value per share of Common Stock.

          "Independent Third Party" means an individual or entity independent of
     the Company (and any transferor or transferee of Common Stock acquired upon
     the exercise of an option under the Plan, if applicable) with experience in
     providing investment banking appraisal or valuation services and with
     expertise generally in the valuation of securities or other property of the
     type at issue, that is chosen by the Board, in its sole discretion, to
     value securities or other property for purposes of this Plan. The Company's
     independent accountants shall be deemed to satisfy the criteria for an
     Independent Third Party if selected by the Board for that purpose. The
     Board may utilize one or more Independent Third Parties.

          "ISO" means an incentive stock option within the meaning of Code
     Section 422.

          "Nonqualified Option" means a nonqualified stock option within the
     meaning of Code Section 83.

          "Participant" means an employee or consultant of the Company or any of
     its Subsidiaries or a non-employee Director to whom an Award has been made
     under this Plan.

          "Restricted Stock" means Common Stock that is restricted or subject to
     forfeiture provisions.

          "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or
     any successor rule.

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          "Subsidiary" means (i) with respect to grants of ISOs, any subsidiary
     within the meaning of Section 424(f) of the Code or any successor
     provision, and (ii) with respect to all Awards other than ISOs, any
     corporation, limited liability company or similar entity of which the
     Company directly or indirectly owns shares representing more than 50% of
     the voting power of all classes or series of capital stock of such
     corporation which have the right to vote generally on matters submitted to
     a vote of the shareholders of such corporation.

     3. Eligibility. All employees, consultants and Directors of the Company and
its Subsidiaries are eligible for Awards under this Plan. The Committee shall
select the Participants in the Plan from time to time by the grant of Awards
under the Plan.

     4. Common Stock Available for Awards. There shall be available for Awards
granted wholly or partly in Common Stock (including rights or options which may
be exercised for or settled in Common Stock) during the term of this Plan an
aggregate of 1,001,956 shares of Common Stock, subject to adjustment as provided
in Paragraph 14. The Board and the appropriate officers of the Company shall
from time to time take whatever actions are necessary to file required documents
with governmental authorities and stock exchanges and transaction reporting
systems to make shares of Common Stock available for issuance pursuant to
Awards. Common Stock related to Awards that are forfeited or terminated, expire
unexercised, are settled in cash in lieu of Common Stock or in a manner such
that all or some of the shares covered by an Award are not issued to a
Participant, or are exchanged for Awards that do not involve Common Stock, shall
immediately become available for Awards hereunder.

     5. Administration. This Plan shall be administered by the Committee, which
shall have full and exclusive power to interpret this Plan and to adopt such
rules, regulations and guidelines for carrying out this Plan as it may deem
necessary or proper, all of which powers shall be exercised in the best
interests of the Company and in keeping with the objectives of this Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to carry it into effect. Any decision of
the Committee in the interpretation and administration of this Plan shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned. No member of the Committee or officer of the
Company to whom it has delegated authority in accordance with the provisions of
Paragraph 6 of this Plan shall be liable for anything done or omitted to be done
by him or her, by any member of the Committee or by any officer of the Company
in connection with the performance of any duties under this Plan, except for his
or her own willful misconduct or as expressly provided by statute.

     6. Delegation of Authority. The Committee may delegate to the senior
officers of the Company its duties under this Plan pursuant to such conditions
or limitations as the Committee may establish, except that the Committee may not
delegate to any person the authority to grant Awards to, or take other action
with respect to, Participants who are subject to Section 16 of the Exchange Act.

     7. Awards. The Board or the Committee shall determine the type or types of
Awards to be made to each Participant under this Plan. Each Award made hereunder
shall be

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embodied in an Award Agreement, which shall contain such terms, conditions and
limitations as shall be determined by the Committee in its sole discretion and
shall be signed by the Participant and by a senior officer of the Company to
whom the Committee has delegated such authority for and on behalf of the
Company. An Award Agreement may include provisions for the repurchase by the
Company of Common Stock acquired pursuant to the Plan and the repurchase of a
Participant's option rights under the Plan. Awards may consist of those listed
in this Paragraph 7 and may be granted singly, in combination or in tandem.
Awards may also be made in combination or in tandem with, in replacement of, or
as alternatives to grants or rights (a) under this Plan or any other employee
plan of the Company or any of its Subsidiaries, including the plan of any
acquired entity, or (b) made to any Company or Subsidiary employee by the
Company or any Subsidiary. An Award may provide for the granting or issuance of
additional, replacement or alternative Awards upon the occurrence of specified
events, including the exercise of the original Award. An Award Agreement may
include provisions for acceleration of the vesting and exercisability of and
lapse of restrictions with respect to Awards upon a Change of Control.
Notwithstanding anything herein to the contrary, no Participant may be granted
Awards consisting of stock options or stock appreciation rights exercisable for
more than 25% of the shares of Common Stock originally authorized for Awards
under this Plan, subject to adjustment as provided in Paragraph 14. In the event
of an increase in the number of shares authorized under the Plan, the 25%
limitation will apply to the number of shares authorized.

          (i) Stock Option. An Award may consist of a right to purchase a
     specified number of shares of Common Stock at a price specified by the
     Committee in the Award Agreement or otherwise. A stock option may be in the
     form of an incentive stock option ("ISO") which, in addition to being
     subject to applicable terms, conditions and limitations established by the
     Committee, complies with Section 422 of the Code, or in the form of a
     Nonqualified Option. Notwithstanding the foregoing, no ISO can be granted
     under the Plan more than ten years following the Effective Date of the
     Plan.

          (ii) Stock Appreciation Right. An Award may consist of a right to
     receive a payment, in cash or Common Stock, equal to the excess of the Fair
     Market Value or other specified valuation of a specified number of shares
     of Common Stock on the date the stock appreciation right ("SAR") is
     exercised over a specified strike price as set forth in the applicable
     Award Agreement.

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<PAGE>

          (iii) Stock Award. An Award may consist of Common Stock or may be
     denominated in units of Common Stock. All or part of any stock Award may be
     subject to conditions established by the Committee and set forth in the
     Award Agreement, which conditions may include, but are not limited to,
     continuous service with the Company and its Subsidiaries, achievement of
     specific business objectives, increases in specified indices, attaining
     specified growth rates and other comparable measurements of performance.
     Such Awards may be based on Fair Market Value or other specified
     valuations. The certificates evidencing shares of Common Stock issued in
     connection with a Stock Award shall contain appropriate legends and
     restrictions describing the terms and conditions of the restrictions
     applicable thereto.

          (iv) Cash Award. An Award may be denominated in cash with the amount
     of the eventual payment subject to future service and such other
     restrictions and conditions as may be established by the Committee and set
     forth in the Award Agreement, including, but not limited to, continuous
     service with the Company and its Subsidiaries, achievement of specific
     business objectives, increases in specified indices, attaining specified
     growth rates and other comparable measurements of performance.

     8. Payment of Awards.

          (a) General. Payment of Awards may be made in the form of cash or
     Common Stock or combinations thereof and may include such restrictions as
     the Committee shall determine including, in the case of Common Stock,
     restrictions on transfer and forfeiture provisions.

          (b) Deferral. The Committee may, in its discretion, (i) permit
     selected Participants to elect to defer payments of some or all types of
     Awards in accordance with procedures established by the Committee or (ii)
     provide for the deferral of an Award in an Award Agreement or otherwise.
     Any such deferral may be in the form of installment payments or a future
     lump sum payment. Any deferred payment, whether elected by the Participant
     or specified by the Award Agreement or by the Committee, may be forfeited
     if and to the extent that the Award Agreement so provides.

          (c) Dividends and Interest. Dividends or dividend equivalent rights
     may be extended to and made part of any Award denominated in Common Stock
     or units of Common Stock, subject to such terms, conditions and
     restrictions as the Committee may establish. The Committee may also
     establish rules and procedures for the crediting of interest on deferred
     cash payments and dividend equivalents for deferred payment denominated in
     Common Stock or units of Common Stock.

          (d) Substitution of Awards. At the discretion of the Committee, a
     Participant may be offered an election to substitute an Award for another
     Award or Awards of the same or different type.


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<PAGE>

     9. Stock Option Exercise. The price at which shares of Common Stock may be
purchased under a stock option shall be paid in full at the time of exercise in
cash or, if permitted by the Committee, by means of tendering Common Stock or
surrendering all or part of that or any other Award, including Restricted Stock,
valued at Fair Market Value on the date of exercise, or any combination thereof.
The Committee shall determine acceptable methods for tendering Common Stock or
Awards to exercise a stock option as it deems appropriate. If permitted by the
Committee, payment may be made by successive exercises by the Participant. The
Committee may provide for procedures to permit the exercise or purchase of
Awards by (a) loans from the Company or (b) use of the proceeds to be received
from the sale of Common Stock issuable pursuant to an Award. Unless otherwise
provided in the applicable Award Agreement, in the event shares of Restricted
Stock are tendered as consideration for the exercise of a stock option, a number
of the shares issued upon the exercise of the stock option, equal to the number
of shares of Restricted Stock used as consideration therefor, shall be subject
to the same restrictions as the Restricted Stock so submitted as well as any
additional restrictions that may be imposed by the Committee.

     10. Tax Withholding. The Company shall have the right to deduct applicable
taxes from any Award payment and withhold, at the time of delivery or vesting of
cash or shares of Common Stock under this Plan, an appropriate amount of cash or
number of shares of Common Stock or a combination thereof for payment of taxes
required by law or to take such other action as may be necessary in the opinion
of the Company to satisfy all obligations for withholding of such taxes. The
Committee may also permit withholding to be satisfied by the transfer to the
Company of shares of Common Stock theretofore owned by the holder of the Award
with respect to which withholding is required. If shares of Common Stock are
used to satisfy tax withholding, such shares shall be valued based on the Fair
Market Value when the tax withholding is required to be made.

     11. Amendment, Modification, Suspension or Termination. The Board may
amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law except that (a) no amendment or alteration that would impair the rights
of any Participant under any Award previously granted to such Participant shall
be made without such Participant's consent and (b) no amendment or alteration
shall be effective prior to approval by the Company's shareholders to the extent
such approval is then required pursuant to Rule 16b-3 in order to preserve the
applicability of any exemption provided by such rule to any Award then
outstanding (unless the holder of such Award consents) or to the extent
shareholder approval is otherwise required by applicable legal requirements.

     12. Termination of Employment or Service on the Board. Upon either the
termination of employment or the termination of service as a Director by a
Participant, any unexercised, deferred or unpaid Awards shall be treated as
provided in the specific Award Agreement evidencing the Award. Unless otherwise
specifically provided in the Award Agreement, each Award granted pursuant to
this Plan which is a stock option shall provide that if the Participant ceases
to be employed by the Company or its affiliates or, in the case of a
non-employee Director, to serve on the Board for any reason whatsoever, the
option shall immediately terminate to the extent the option is not vested (or
does not become vested as a result of such termination) on the date the
Participant terminates employment or service on the Board.


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<PAGE>

     13. Assignability. Except as otherwise provided herein, no Award granted
under this Plan shall be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated by a Participant other than by will or the laws of
descent and distribution, and during the lifetime of a Participant, any Award
shall be exercisable only by the Participant, or, in the case of a Participant
who is mentally incapacitated, the Award shall be exercisable by the
Participant's guardian or legal representative. The Committee may prescribe and
include in applicable Award Agreements other restrictions on transfer. Any
attempted assignment or transfer in violation of this Paragraph 13 shall be null
and void. Upon the Participant's death, the personal representative or other
person entitled to succeed to the rights of the Participant (the "Successor
Participant") may exercise such rights. A Successor Participant must furnish
proof satisfactory to the Company of his or her right to exercise the Award
under the Participant's will or under the applicable laws of descent and
distribution.

     Subject to approval by the Committee in its sole discretion, all or a
portion of the Awards granted to a Participant under the Plan which are not
intended to be ISOs may be transferable by the Participant, to the extent and
only to the extent specified in such approval, to (i) the spouse, parent,
brother, sister, children or grandchildren of the Participant ("Immediate Family
Members"), (ii) a trust or trusts for the exclusive benefit of such Immediate
Family Members ("Immediate Family Member Trusts"), or (iii) a partnership or
partnerships in which such Immediate Family Members have at least 99% of the
equity, profit and loss interests ("Immediate Family Member Partnerships");
provided that the Award Agreement pursuant to which such Awards are granted (or
an amendment thereto) must expressly provide for transferability in a manner
consistent with this Section. Subsequent transfers of transferred Awards shall
be prohibited except by will or the laws of descent and distribution, unless
such transfers are made to the original Participant or a person to whom the
original Participant could have made a transfer in the manner described herein.
No transfer shall be effective unless and until written notice of such transfer
is provided to the Committee, in the form and manner prescribed by the
Committee. Following transfer, any such Awards shall continue to be subject to
the same terms and conditions as were applicable immediately prior to transfer,
and, except as otherwise provided herein, the term 'Participant' shall be deemed
to refer to the transferee. The events of termination of service in Paragraph 12
shall continue to be applied with respect to the original Participant, following
which the Awards shall be exercisable by the transferee only to the extent and
for the periods specified in this Plan and the Award Agreement.

     14. Adjustments.

          (a) The existence of outstanding Awards shall not affect in any manner
     the right or power of the Company or its shareholders to make or authorize
     any or all adjustments, recapitalizations, reorganizations or other changes
     in the capital stock of the Company or its business or any merger or
     consolidation of the Company, or any issue of bonds, debentures, preferred
     or prior preference stock (whether or not such issue is prior to, on a
     parity with or junior to the Common Stock) or the dissolution or
     liquidation of the Company, or any sale or transfer of all or any part of
     its assets or business, or any other corporate act or proceeding of any
     kind, whether or not of a character similar to that of the acts or
     proceedings enumerated above.


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<PAGE>

          (b) In the event of any subdivision or consolidation of outstanding
     shares of Common Stock or declaration of a dividend payable in shares of
     Common Stock or capital reorganization or reclassification or other
     transaction involving an increase or reduction in the number of outstanding
     shares of Common Stock, the Committee may adjust proportionally (i) the
     number of shares of Common Stock reserved under this Plan and covered by
     outstanding Awards denominated in Common Stock or units of Common Stock;
     (ii) the exercise or other price in respect of such Awards; and (iii) the
     appropriate Fair Market Value and other price determinations for such
     Awards. In the event of any consolidation or merger of the Company with
     another corporation or entity or the adoption by the Company of a plan of
     exchange affecting the Common Stock or any distribution to holders of
     Common Stock of securities or property (other than normal cash dividends or
     dividends payable in Common Stock), the Committee shall make such
     adjustments or other provisions as it may deem equitable, including
     adjustments to avoid fractional shares, to give proper effect to such
     event. In the event of a corporate merger, consolidation, acquisition of
     property or stock, separation, reorganization or liquidation, the Committee
     shall be authorized, in its discretion, (i) to issue or assume stock
     options, regardless of whether in a transaction to which Section 424(a) of
     the Code applies, by means of substitution of new options for previously
     issued options or an assumption of previously issued options, (ii) to make
     provision, prior to the transaction, for the acceleration of the vesting
     and exercisability of, or lapse of restrictions with respect to, Awards (to
     the extent not otherwise provided under paragraph 7) and the termination of
     options that remain unexercised at the time of such transaction or (iii) to
     provide for the acceleration of the vesting and exercisability of the
     options and SARs and the cancellation thereof (to the extent not otherwise
     provided under paragraph 7) in exchange for such payment as shall be
     mutually agreeable to the Participant and the Committee.

     15. Restrictions. No Common Stock or other form of payment shall be issued
with respect to any Award unless the Company shall be satisfied based on the
advice of its counsel that such issuance will be in compliance with applicable
federal and state securities laws. It is the intent of the Company that this
Plan comply with Rule 16b-3 with respect to persons subject to Section 16 of the
Exchange Act unless otherwise provided herein or in an Award Agreement, that any
ambiguities or inconsistencies in the construction of this Plan be interpreted
to give effect to such intention and that, if any provision of this Plan is
found not to be in compliance with Rule 16b-3, such provision shall be null and
void to the extent required to permit this Plan to comply with Rule 16b-3.
Certificates evidencing shares of Common Stock delivered under this Plan may be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any securities exchange or transaction
reporting system upon which the Common Stock is then listed and any applicable
federal and state securities law. The Committee may cause a legend or legends to
be placed upon any such certificates to make appropriate reference to such
restrictions.

     16. Unfunded Plan. Insofar as it provides for Awards of cash, Common Stock
or rights thereto, this Plan shall be unfunded. Although bookkeeping accounts
may be established with respect to Participants who are entitled to cash, Common
Stock or rights thereto under this Plan, any such accounts shall be used merely
as a bookkeeping convenience. The Company shall not be required to segregate any
assets that may at any time be represented by cash, Common Stock or rights
thereto, nor shall this Plan be construed as providing for such segregation, nor
shall the

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Company, the Board or the Committee be deemed to be a trustee of any cash,
Common Stock or rights thereto to be granted under this Plan. Any liability or
obligation of the Company to any Participant with respect to a grant of cash,
Common Stock or rights thereto under this Plan shall be based solely upon any
contractual obligations that may be created by this Plan and any Award
Agreement, and no such liability or obligation of the Company shall be deemed to
be secured by any pledge or other encumbrance on any property of the Company.
None of the Company, the Board or the Committee shall be required to give any
security or bond for the performance of any obligation that may be created by
this Plan.

     17. Parachute Payment Limitation. Notwithstanding any contrary provision of
the Plan, the Committee may provide in the Award Agreement for a limitation on
the acceleration of vesting and exercisability of unmatured Awards to the extent
necessary to avoid or mitigate the impact of the golden parachute excise tax
under Section 4999 of the Code on the Participant or may provide for a
supplemental payment to be made to the Participant as necessary to offset or
mitigate the impact of the golden parachute excise tax on the Participant. In
the event the Award Agreement does not contain any contrary provision regarding
the method of avoiding or mitigating the impact of the golden parachute excise
tax under Section 4999 of the Code on the Participant, then notwithstanding any
contrary provision of this Plan, the aggregate present value of all parachute
payments payable to or for the benefit of a Participant, whether payable
pursuant to this Plan or otherwise, shall be limited to three times the
Participant's base amount less one dollar and, to the extent necessary, the
exercisability of an unmatured Award shall be reduced in order that this
limitation not be exceeded. For purposes of this Section 17, the terms
"parachute payment," "base amount" and "present value" shall have the meanings
assigned thereto under Section 280G of the Code. It is the intention of this
Section 17 to avoid excise taxes on the Participant under Section 4999 of the
Code or the disallowance of a deduction to the Company pursuant to Section 280G
of the Code.

     18. Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions of
the Code or the securities laws of the United States, shall be governed by and
construed in accordance with the laws of the State of New York.

     19. Effective Date of Plan. This Plan shall be effective as of the date
(the "Effective Date") it is approved by the Board of Directors of the Company.
Notwithstanding the foregoing, the adoption of this Plan is expressly
conditioned upon the approval by written consent of the holders of a majority of
shares of outstanding shares of Common Stock on or before the first

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anniversary of the Effective Date. If the shareholders of the Company should
fail so to approve this Plan prior to such date, this Plan shall terminate and
cease to be of any further force or effect and all grants of Awards hereunder
shall be null and void.

                                       Attested to by the Secretary of LinkShare
                                       Corporation as adopted by the Board of
                                       Directors and Shareholders of LinkShare
                                       Corporation effective as of the 16th day
                                       of July, 1998 (the "Effective Date").



                                       /s/
                                       -----------------------------------------
                                       Secretary


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Source: OneCLE Business Contracts.