NETGRAVITY, INC.

This Consultant and Representative Agreement, herein referred to as
("Agreement"), is made by and between NetGravity, Inc., a California
corporation located at 1700 South Amphlett Drive, San Mateo, California
94403, USA, ("NETGRAVITY"), and Asia Pacific Ventures Co., a California
limited liability company, located at 535 Middlefield Road, Suite 150, Menlo
Park, California, 94025, USA ("APV"). This Agreement is effective as of June
1, 1998 (the "Effective Date").

     NETGRAVITY develops, manufactures and/or sells Ad Management Software
     (together with all upgrades, enhancements, derivatives, modifications,
     amendments and new product releases developed during the term of this
     Agreement, the "Technology"). NETGRAVITY hereby appoints APV as
     NETGRAVITY'S independent advisor and exclusive representative to promote
     and assist in the structuring and establishment of business
     relationships, including introducing NETGRAVITY'S Technology to
     potential partners, distributors, and/or purchasers in the Territory.
     The "Territory" is the geographical region of Asia, including but not
     limited to the countries of Japan, Korea, Taiwan, and Hong Kong as well
     as any area mutually agreed upon for which APV will have agent

     APV will use reasonable commercial efforts, conditional on NETGRAVITY'S
     fulfillment of its responsibilities under Section 3 below, to:

(A)  Lay out the strategic plan for establishing business relationships with
     key partners in the Territory.

(B)  Position NETGRAVITY with leading software vendors in the Territory for
     marketing, distribution, and possibly localization of NETGRAVITY'S

(C)  Maintain effective relationships with NETGRAVITY business partners in
     the Territory.

(D)  Assist NETGRAVITY with the collection of market and technology
     information and other matters in developing NETGRAVITY'S strategy in the

(E)  Generate and stimulate interest in the Technology and furnish information
     to NETGRAVITY in regard to market developments, trends, and prospective
     partners and/or purchasers of the Technology within the markets of the

(F)  Participate in sales promotion activities to benefit sales of the
     Technology and assist and advise NETGRAVITY in this regard within the
     markets of the Territory.

(G)  Maintain the confidentiality of any materials or information provided to
     APV that is clearly identified as confidential, nonpublic information,
     and promptly return such materials at the request of NETGRAVITY.


The detailed responsibilities of APV and their implementation are set forth
in Exhibit A attached hereto:

     NETGRAVITY will use reasonable commercial efforts to:

(A)  Endeavor to fulfill orders according to any agreement negotiated by
     NETGRAVITY and individual vendors in the Territory.

(B)  Provide APV with appropriate corporate marketing, sales and technical
     information and assistance regarding the Technology, and keep APV
     informed of changes in the corporate strategy and/or Technology.

(C)  Be directly responsible for all expenses of catalogues, samples,
     advertisements, exhibitions and seminars created by APV for sales
     promotion of NETGRAVITY or the Technology.

(D)  Once APV has successfully established a business relationship with a key
     partner in the Territory for NETGRAVITY, NETGRAVITY will provide
     APV with a copy of the final signed NETGRAVITY/Partner agreement.

     This Agreement will become effective on the Effective Date and will
     expire seven (7) months thereafter, unless (i) extended by mutual
     agreement, (ii) terminated as provided elsewhere in this Agreement, or
     (iii) terminated upon thirty (30) days written notice by either party to
     the other, provided, however, that any right of APV to compensation
     earned or accrued hereunder will survive any such expiration or

(A)  MONTHLY RETAINER FEE: NETGRAVITY agrees to pay APV a Monthly Retainer
     Fee (with the first such fee due on the Effective Date) in advance for
     the services outlined in this Agreement. The Monthly Retainer Fee is for
     the following time period and amount:

                     June 1, 1998 - December 31, 1998   $10,000 per month

     NETGRAVITY agrees to pay APV the above described monthly Retainer Fees
     immediately upon receipt of invoice. NETGRAVITY agrees to pay APV an
     additional fee of 5% of the total Monthly Retainer Fee if payment is
     received by APV later than thirty (30) days from the invoice date. All
     amounts payable to APV under this Agreement must be made in U.S.
     currency in the form of a written check, or by wire transfer to:
     Cupertino National Bank (ABA #121141152) in the bank account of APV
     numbered 003082458, or to such other account as APV shall designate.


     investment (equity, debt or any combination thereof), acquisition, or
     joint venture be consummated, or any manufacturing, production,
     distribution or joint development agreements(s) or any other business
     arrangements be entered into by NETGRAVITY as a result of introductions
     arranged by, negotiations performed by, or other efforts of APV,
     NETGRAVITY will pay to APV a commission on the total consideration
     actually received or benefits actually derived from such transaction(s)
     by NETGRAVITY at any time. The commission rate will be calculated, and
     the other terms of payment will be determined in accordance with Exhibit
     B hereto.

     pay APV a commission on actual sales, defined as contracted bookings,
     in the Territory during the period covered under this agreement. The
     commission rate will be calculated in accordance with Exhibit B.

     APV is not authorized to accept any purchase orders on behalf of
     NETGRAVITY or to otherwise finalize any business agreements and/or sales
     of the Technology. NETGRAVITY will be solely responsible for order
     acceptance, product assembly, packaging, shipping, delivery, export
     compliance, warranty arrangements and all related responsibilities in
     connection with the sale of Technology in the Territory.

     contracts, in U.S. dollars, to its customers in the Territory. All
     commission payments payable with regard to any funds received by
     NETGRAVITY will be due and payable to APV within thirty (30) days of
     quarter end.

     reasonable traveling and entertainment (T&E) expenses incurred by APV in
     fulfilling its duties hereunder, subject to any exceptions expressly
     stated in this Agreement or communicated in writing to APV prior to
     incurring such expenses. APV will not make trips or incur other
     significant expenses without receiving prior approval from NETGRAVITY.
     T&E includes, but is not limited to, airfare, hotel, taxi, bus,
     limousine, rental car, meals, telephone, and facsimile charges. Either
     party may propose the translation of documents into one or more
     languages of the Territory, to assist APV in fulfilling its duties, and
     NETGRAVITY will pay APV for translation of any documents NETGRAVITY
     authorizes to be so translated. APV will provide NETGRAVITY with
     accurate and reasonably detailed invoices, including receipts for
     expenses incurred, and NETGRAVITY will pay APV for any of the above
     expenses in accordance with such invoices immediately upon their receipt.

     NETGRAVITY and APV agree that APV is an independent contractor.
     Personnel employed by APV who perform duties related to the Agreement
     will remain under the supervision, management, and control of APV. APV
     will have no authority, without NETGRAVITY'S consent, to sign or
     otherwise enter into any kind of contract, undertaking or agreement on
     behalf of NETGRAVITY, or to make any promise, warranty or representation
     with respect to NETGRAVITY Technology except strictly in accordance with
     NETGRAVITY materials provided to APV, and NETGRAVITY will not be bound
     thereby unless it expressly agrees otherwise. NETGRAVITY may deal
     directly with customers in the Territory. If a customer, distributor or
     other business partner introduced by APV chooses to deal directly with
     NETGRAVITY, NETGRAVITY will notify and consult with APV.


     To Permit APV to freely devote its skilled personnel to services
     hereunder, NETGRAVITY agrees that for the term of this Agreement and one
     (1) year thereafter, it will not solicit or induce (i) any employee or
     independent contractor of APV or (ii) any former employee of APV who was
     employed by APV not less than one (1) year prior to the date of
     solicitation, to terminate or breach an employment, contractual or other
     relationship with APV or to become an employee of NETGRAVITY. In
     addition, NETGRAVITY will not retain or accept services from anyone that
     it has reason to know is using technology, know-how or information that
     is proprietary to APV.

     Neither this Agreement nor any rights or obligations of either party
     hereunder may be assigned without prior written consent of the other
     party. Subject to the provision regarding assignments, the Agreement
     will be binding upon the successors and assigns of the respective

     This Agreement may be terminated by either party upon written notice to
     the other if any of the following occur: material default of this
     Agreement (unless cured within thirty (30) days), receivership,
     insolvency or assignment for the benefit of creditors of the other party.

     NETGRAVITY represents that it has the power and authority to enter into
     this Agreement, and that this Agreement does not violate the terms of
     any other agreement or understanding of which it is a party. NETGRAVITY
     further represents that (i) it has all legal right and authority to
     offer the Technology for sale in the Territory, (ii) the sale and use of
     the Technology are in the manner contemplated by NETGRAVITY'S published
     specifications, and NETGRAVITY and Technology literature and
     representations, will not violate any third party rights, and (iii) such
     literature and representations of NETGRAVITY may be relied upon by APV
     in performing its duties hereunder. It is understood that APV will rely
     on representations of NETGRAVITY in its dealings with third parties
     concerning NETGRAVITY. NETGRAVITY hereby indemnifies and holds harmless
     APV from any cost, expense, liability or loss incurred by APV as a
     result of any violation of the representations and warranties.

     In no event will APV be liable for any special, indirect, incidental or
     consequential damages, or any damages resulting from loss of profits
     arising out of or in connection with this Agreement or the services
     performed hereunder, whether in an action based on contract or tort
     including any action for negligence. APV will not be liable for any
     damages other than for the gross negligence or intentional misconduct of
     its agents. In no event will APV'S total liability for any damages in any
     action arising out of or in connection with this Agreement exceed the
     total amount paid to APV by NETGRAVITY under this Agreement with regard
     to the particular transaction that caused the damages or that is the
     subject matter of the cause of action.



     Any notice, request, demand, or other communication required or
     permitted under this Agreement will be deemed to be properly given three
     (3) days after dispatch through the U.S. Postal Service, postage
     prepaid, or one (1) day after dispatch with charges prepaid through an
     established and reputable national courier, or when made by confirmed
     facsimile, addressed to the respective party at the address stated above
     in this Agreement, or at such other address as that party may designate
     in writing in the future.


     This Agreement will be construed according to, and the rights of the
     parties will be governed by, the laws of the State of California as
     applied to agreements entered into and performed wholly within
     California by its residents.


     At the written request of a party, each party shall appoint a
     knowledgeable, responsible representative to meet and negotiate in good
     faith to resolve any dispute arising under this Agreement. The parties
     intend that these negotiations be conducted by non-lawyer, business
     representatives. The discussions shall be left to the discretion of the
     representatives. The representatives may agree to use any alternative
     dispute resolution procedures such as mediation to assist in the
     negotiations. Discussions and correspondence among the representatives
     for purposes of these negotiations shall be treated as confidential
     information developed for purposes of settlement, shall be exempt from
     discovery and production, and shall not be admissible in the arbitration
     described below or in any lawsuit without the concurrence of all
     parties. Documents not prepared for purposes of the negotiations are not
     so exempted and may, if otherwise admissible, be admitted in evidence in
     the arbitration or lawsuit.

     If the negotiations do not resolve the dispute within sixty (60) days of
     the initial written request, the dispute will be submitted to binding
     arbitration under the Commercial Arbitration Rules of the American
     Arbitration Association presided over by a single arbitrator selected
     pursuant to those rules. A party may demand such arbitration, in
     accordance with the procedures set out in those rules, at the office of
     the American Arbitration Association closest to the other party.
     Discovery shall be limited to no more than two (2) depositions, and a
     combined total of not more than twenty-five (25) individual
     interrogatories, requests for admission and demands for document
     production, unless otherwise agreed. Each party shall bear its own cost
     of these procedures (except document reproduction, which will be
     reimbursed by the other party), and share equally in the expense of the


     This Agreement sets forth the entire Agreement between the parties with
     regard to the subject matter thereof. This Agreement replaces any
     representations or statements, oral or written, made about the subject
     matter of this Agreement. This Agreement may be amended only by a
     written agreement signed by both parties. If any of the provisions of
     this Agreement are found or deemed by a court of competent jurisdiction
     to be invalid or unenforceable, the parties intend that they be severed
     from the remainder of this Agreement, and not cause its invalidity or
     unenforceability. A party's waiver of any breach of a provision of this
     Agreement will not constitute a waiver or any other provision, or of any
     other breach of the same provision.


IN WITNESS WHEREOF, the parties have caused this Consultant & Representative
Agreement to be executed by their duly authorized representatives as of the
Effective Date:

/s/ Spencer Tall                             /s/ Steve Recht
-------------------------------------        ---------------------------------

Spencer Tall                                 Steve Recht
Partner                                      Chief Financial Officer

DATE: May 13, 1998                           DATE: May 13, 1998
     --------------------------------             ----------------------------


                                EXHIBIT A


June 1, 1998 ~  December 31, 1998

--) Do final evaluation of potential partners
    - clarify objectives with partners
    - narrow the list of potential partners and consider other potential
    - follow up with potential partners to ensure continued interest

--) Visit the Territory to negotiate distribution and licensing agreements
    with strategic partners
    - solicit proposals from strategic partners
    - negotiate deal terms

--) Facilitate start-up of partnership and dialogue between NETGRAVITY and
    - help coordinate press announcements
    - monitor initial progress of distributors
    - assist NETGRAVITY in follow-up with primary distributors
    - manage processes and relationship between NETGRAVITY and partners

--) Establish appropriate pricing plan for Territory
    - work with NETGRAVITY to understand costs
    - work with NETGRAVITY to finalize pricing for Territory
    - announce pricing in Territory

--) Facilitate sales goals
    - work with NETGRAVITY to set CY98 sales goals
    - define key accounts to generate business over the next three (3)
    - help get into accounts at high levels
    - assist in closing

--) Facilitate revenue goals
    - work with NETGRAVITY to set revenue goals
    - work with NETGRAVITY to implement revenue goals

--) Facilitate establishment of NETGRAVITY operations in the Territory
    - work with NETGRAVITY to set staffing goals
    - work with NETGRAVITY to hire key staffs
    - work with NETGRAVITY to establish an office in the Territory
    - work with NETGRAVITY to finalize establishing Japan operations


                              EXHIBIT B

     event that NETGRAVITY chooses to raise funds from potential strategic
     partners in the Territory by selling equity in the parent organization,
     NETGRAVITY requests that APV assist in this effort, and NETGRAVITY (with
     assistance from APV) structures, negotiates, and closes a financing
     agreement, NETGRAVITY will pay APV a commission for any financing agreed
     to and signed between NETGRAVITY and a corporation in the Territory.
     This fee will be based on the following schedule and will commence upon
     the signing of a financing agreement between NETGRAVITY and a third
     party in the Territory:


            Amount Received by NETGRAVITY         APV Commission
            ----------------------------          --------------
            <S>                                   <C>
                 First $5,000,000                      3.0%
                 Above $5,000,000                      2.0%


     In the event that APV helps NETGRAVITY raise capital by selling equity
     in NETGRAVITY's joint venture or subsidiary in the Territory (as
     distinguished from equity in NETGRAVITY's parent organization), this fee
     will be based on the following schedule and will commence upon the
     signing of a financing agreement between NETGRAVITY and a third party in


            Amount Received by NETGRAVITY         APV Commission
            ----------------------------          --------------
            <S>                                   <C>
                 First $5,000,000                      6.0%
                 Above $5,000,000                      4.0%


     ENGINEERING (NRE): In the event that NETGRAVITY enters into a contract
     for the joint development of technology as a result of introduction and
     efforts by APV, NETGRAVITY shall pay to APV a commission on any payments
     made to NETGRAVITY in connection with such contract based on the
     following schedule:


            Amount Received by NETGRAVITY         APV Commission
            ----------------------------          --------------
            <S>                                   <C>
                 First $5,000,000                      3.0%
                 Above $5,000,000                      2.0%


     These schedules will remain in place for a period of three (3) years
     form the first receipt of funds to NETGRAVITY as a result of the signing
     of any funding agreement.


(C)  REVENUE COMMISSION: For the term of the agreement, NETGRAVITY will pay
     APV a 5% commission on all contracted bookings as a result of APV's
     assistance in the establishment of strategic partnering relationships in
     the Territory.

Source: OneCLE Business Contracts.