Jitendra Valera                                       PRIVATE & CONFIDENTIAL

May 13, 1998

Dear Jitendra,

As we have previously discussed, we are pleased to offer you the position of
Vice President and General Manager of Europe with NetGravity Europe Limited
subject to the terms and conditions outlined in this letter.

In this position, you will initially report directly to the CEO, NetGravity,
US. and will be responsible for all activities relating to the sales of
NetGravity products and services in the assigned Europe, Middle East &
Africa-EMEA territories.


Your annualized base salary will be 82,500 (pds) together with a commission
target of 60,000 (pds) per annum. Your total on-target earnings will
therefore be 142,500 (pds) This will be prorated based on start date. Your
commission sales target will be based on quarterly revenue targets and
achievement, to be mutually agreed upon.

A car allowance of 1250(pds) per month (less any taxes due) will be granted,
with all other vehicle running costs relating to business activities being
covered by mileage payment paid through normal expense claims.


You will be entitled to join the company health scheme, currently through
PPD, on completion and acceptance of their application criteria, that covers
yourself and your spouse and offspring. This cover will be at the Platinum
level Band B, not to exceed 3000 (pds) per year.

The company will provide Permanent Health Insurance and Death In Service
(DIS) Insurance for you. We will cover PHI for an additional $120.46 (pds)
per month, and DIS for an additional 1500 (pds) per year.

The company will provide you with 25 days annual leave over and above the UK
statutory holidays. You will be eligible to earn an additional 1 day per year
for each year of employment, not to exceed 30 days annual leave per year.

The company will provide 10% of your base salary into a private pension of
your choice.

Should you accept this offer, the Company will grant you, on the start date of
your employment, and upon approval of the Board of Directors, an Incentive
Stock Option (the "Option") to purchase 85,000 (Eighty-Five Thousand) shares
of the Company's Common Stock at an exercise price equal to the current fair
market value of the shares on the date of board approval. The Option will
vest as to 1/4th of the shares twelve months after vesting commences, and as
to an additional 1/48th of the shares each month thereafter until fully


vested, provided, of course, that you are still employed by the Company on
such dates. The Option would be granted under the Company's 1995 Stock Option
Plan and would be subject to the terms and conditions of the Plan and of the
Company's standard form of Option Agreement.


(a)  Termination Following A Change of Control

          (i)  Involuntary Termination. If the Executive's employment with
               the Company terminates as a result of an Involuntary
               Termination at any time within twelve (12) months after a
               "Change of Control" (as defined below), then the Executive
               shall be entitled to receive a lump-sum severance payment equal
               to eighteen (18) months of the Executive's base salary (as in
               effect immediately prior to the Change of Control).

(ii)  Definition of Change of Control. For the purpose, "Change of Control" of
      the Company is defined as:

               (A)  Any "person" (as such term is used in Section 13(d) and
                    14(d) of the Securities Exchange Act of 1934, as amended)
                    is or becomes the "beneficial owner" (as defined in Rule
                    13d-3 under said Act), directly or indirectly, of
                    securities of the Company representing 50% or more of the
                    total voting power represented by the Company's then
                    outstanding voting securities; or

               (B)  The date of the consummation of a merger or consolidation
                    of the Company with any other corporation that has been
                    approved by the stockholders of the Company, other than a
                    merger of consolidation which would result in the voting
                    securities of the Company outstanding immediately prior
                    thereto continuing to represent (either by remaining
                    outstanding or by being converted into voting securities
                    of the surviving entity) at least fifty percent (50%) of
                    the total voting power represented by the voting
                    securities of the Company or such surviving entity
                    outstanding immediately after such merger or consolidation,
                    or the stockholders of the Company approve a plan of
                    complete liquidation of the Company; or

               (C)  The date of the consummation of the sale or disposition
                    by the Company of all or substantially all the Company's
                    assets (if Executive transfers employment to the

(b)  Other Termination of Employment

     In the event the Executive is terminated for other than what has been
     described in (a) above the Parties hereto agree to provide each other
     with 6 months advance notice of such termination (or pay in lieu thereof).



Upon your employment you will be asked to sign a standard Employment
Agreement which confirms your agreement to hold in confidence any proprietary
information received as an employee of NetGravity and to assign to the
Company any inventions that you make while employed in your position. We wish
to impress upon you that we do not wish you to bring with you any
confidential or proprietary material of any former employer or to violate any
other obligation to your former employers.

Please confirm your acceptance of the Company's offer by completing and
returning to me one copy of this letter.

This offer will remain open until May 20, 1998. We sincerely hope that you
will accept this offer and look forward to working with you as we build the
success of NetGravity.

                                       Very truly yours,

                                       /s/ John Danner

                                       John Danner


May 12, 1998                       /s/ Jitendra Valera
--------------------------         ---------------------------------------
Date                               Jitendra Valera

Intended Start Date: May 12, 1998

Source: OneCLE Business Contracts.