REVISED MASTER SERVICE AGREEMENT

This Master Service Agreement, dated as of August 29, 2003 (the "REVISED
EFFECTIVE DATE"), is between WebSideStory, Inc., a Delaware corporation located
at 10182 Telesis Court, 6th Floor, San Diego, CA 92121 ("WSS") and the remaining
undersigned entities (collectively, "WDIG"), having a principal place of
business at 500 South Buena Vista Street, Burbank, California, 91521-7725. WSS
and WDIG are collectively referred to herein as the Parties.

         A.       WHEREAS, WSS hosts, maintains, operates, and provides the
                  HitBox Enterprise Web analytics service (the "ENTERPRISE
                  SERVICE") and other services ("OTHER SERVICES");

         B.       WHEREAS, WDIG operates the WDIG Sites (as defined below);

         C.       WHEREAS, the Parties entered into several agreements pursuant
                  to which WSS made the Enterprise Service available to WDIG;

         D.       WHEREAS, the Parties wish to revise the terms of such
                  agreements and extend the terms of certain of such agreements;

         E.       WHEREAS, to effectuate such purpose, the Parties are hereby
                  entering into a new agreement;

         NOW, THEREFORE, in consideration of the terms, covenants, and
conditions herein contained, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

1.0      DEFINITIONS.

                  "ACCOUNT" means any web site or portion thereof or combination
         of web sites or collection of web site pages for which WDIG requests a
         single, unified set of Statistics and all other types of accounts
         including, but not limited to, accounts for the Enterprise Service,
         Rollups, Traffic Rollups and Global Rollups (as defined in Exhibit 1).

                  "AGREEMENT" means this Master Service Agreement, any Service
         Orders, and any addenda, exhibits, schedules or attachments attached to
         this Master Service Agreement or any Service Orders.

                  "COMMERCE SERVICE" means real-time reporting to WDIG of
         browser transactions on WDIG's web site, including navigational paths,
         new customers, repeat customers, order frequency, products purchased
         and all such other information that WSS makes available to other
         customers of the HitBox Commerce service. The Commerce Service is an
         Other Service.

                  "CONFIDENTIAL INFORMATION" has the meaning set forth in
         Section 11.2

                  "CONSULTING SERVICE" means professional services regarding use
         of Services and interpretation of resulting data.

CERTAIN MATERIAL INDICATED BY ASTERISKS HAS BEEN OMITTED FROM THIS DOCUMENT
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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                  "DELIVERABLES" has the meaning set forth in Section 4.2.

                  "DOWNTIME" has the meaning set forth in Exhibit D.

                  "REVISED EFFECTIVE DATE" has the meaning set forth in the
         preamble to this Agreement.

                  "EIV AFFILIATES" has the meaning set forth in Section 11.5

                  "ENTERPRISE SERVICES" has the meaning set forth in Recital A.

                  "HitBox Enterprise Statistics" are Statistics (as defined
         below) derived from or relating to the HitBox Enterprise Service.

                  "HTML CODE" is as defined in Section 2.1.1.

                  "OTHER SERVICES" has the meaning set forth in Recital A.

                  "PAGES" is as defined in Section 2.1.

                  "CUSTOM REPORT CONSULTING SERVICE" has the meaning set forth
in Exhibit C.

                  "REPORTS" means reports of the Statistics.

                  "REPRESENTATIVES" has the meaning set forth in Section 11.1.

                  "SERVICE ORDER" means an order from WDIG to WSS for the
         provision of specified services on defined terms.

                  "SERVICES" means those of the Enterprise Service and/or Other
         Services covered by Service Orders.

                  "STATISTICS" means real-time reporting of web site statistics
         and any data collected and retained by WSS relating thereto, if any.
         HitBox Enterprise Statistics are a subset of Statistics.

                  "SUBCONSULTANTS" has the meaning set forth in Exhibit B.

                  "TERM" has the meaning set forth in Section 8.1

                  "TOTAL VIEWS" has the meaning set forth in Section 2.1.

                  "WDIG"' has the meaning set forth in the preamble to this
         Agreement.

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                  "WDIG SITES" means the web sites, including the pages that
         comprise such sites, owned, operated, and/or maintained by or for WDIG,
         The Walt Disney Company, and any parent, subsidiary, or affiliate
         thereof, including but not limited to non-owned affiliate television
         stations.

                  "WSS" has the meaning set forth in the preamble to this
         Agreement.

2.0      WSS OBLIGATIONS.

         2.1      ENTERPRISE SERVICE. To the extent that Enterprise Services are
         included in any Service Order, the following shall apply: WSS will
         provide real-time reporting to WDIG of browser accesses, (no minimum or
         maximum unique web site pages per Account but WDIG will use
         commercially reasonable efforts to notify WSS if WDIG believes when it
         creates an Account that the Account will exceed 50,000 unique web site
         pages; however, WDIG's failure to so notify WSS will not constitute a
         breach of the Agreement), via a web based interface of the same general
         nature (unless otherwise mutually agreed) as that which is provided to
         WSS' other clients, to such web pages owned or operated by WDIG or its
         parent, subsidiary, related or affiliate entities, as determined by
         WDIG, and that are part of web sites listed on a Service Order made a
         part of this Agreement (the "PAGES"), including page views, unique
         visitors, repeat visitors, frequency of visits, peak-volume traffic
         periods (all available for time periods that may be specified by WDIG)
         and all such other information (including, without limitation, any
         upgrades thereof) that WSS makes available to other clients of the
         Enterprise Service. There is no limit on Total Views as to any Account
         made pursuant to this Agreement (for example, there is no threshold of
         Total Views whereby WDIG will be charged any additional amounts for
         passing that threshold). As used in this Agreement, the phrase "TOTAL
         VIEWS" includes all browser page views and browser reloads. In the
         event that WSS offers to include and WDIG wishes to include file
         downloads, exit links, and similar web site traffic events that WSS
         counts and reports on among the things about which WSS provides reports
         to WDIG, WDIG shall submit a Service Order to WSS accordingly, with
         such events to be thereafter included as "Total Views" as though
         originally defined as such herein. Attached as EXHIBIT E to this
         Agreement is a list of the statistics presently included in the
         Enterprise Service. WSS may freely add statistics at its own discretion
         [***].

                  2.1.1    CODE. Within three business days after a Service
                  Order for a site is received by WSS, for each Service Account
                  to which WDIG subscribes, WSS

                  will deliver and license to WDIG for the term of this
                  Agreement a unique account number and a copy of HitBox
                  customer-side, HTML code ("HTML CODE") for use in connection
                  with the web sites specified in the Service Order.
                  Notwithstanding the foregoing, if WDIG reasonably believes
                  that

*** Certain information on this page has been omitted and filed separately with
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omitted portions.

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                  special circumstances require that the HTML Code be provided
                  earlier, WDIG shall so indicate on the applicable Service
                  Order. For the term of this Agreement, WSS grants WDIG a
                  limited right to copy HTML Code for insertion in WDIG's Pages.
                  WSS is not granting any other rights to the HTML Code. WSS
                  retains ownership and all rights to the HTML Code, HitBox
                  logos, trademarks, software, and trade secrets.

                  2.1.2    DATA & STATISTICS. WSS will process and provide
                  HitBox Enterprise Statistics) to WDIG as part of the
                  Enterprise Service, subject to Section 2.9.

                  2.1.3    SERVICES HOSTING. WSS shall provide, operate,
                  maintain and support the necessary software and equipment to
                  make the Services available for access to WDIG.

                  2.1.4    CHANGING THE STATUS OF ACCOUNTS; ADDITIONS AND
                  DELETIONS. The procedure for adding and deleting Accounts and
                  declaring Accounts to be inactive or suspended are set forth
                  in Exhibit A.

                  2.1.5    SECURITY. WSS represents and warrants that, as of the
                  Revised Effective Date and throughout the Term, it takes at
                  least the following security measures: (a) maintaining
                  commercially reasonable physical, electronic and managerial
                  security measures to protect the loss, misuse and alteration
                  of the information under WSS' control, (b) using Secure Socket
                  Layer (SSL) connections with 128-bit encryption for certain
                  transactions and confidential data, including but not limited
                  to the pages of the Services displaying or through which one
                  could access Statistics regarding the WDIG Sites, (c) securing
                  and maintaining with a digital certificate issued by a third
                  party certification authority the secure pages on its web
                  sites, (d) continually monitoring system and application
                  activity logs to identify any unusual activity, from
                  authorized and/or unauthorized individuals accessing its
                  systems and/or making changes to stored information, (e)
                  performing preventative system maintenance and monitoring to
                  ensure the security of its data systems, (f) maintaining its
                  servers in secure facilities subject to monitoring 24 hours
                  per day, seven days per week, (g) creating backup tapes daily
                  and transports them off site, and (h) requiring all employees
                  to sign confidentiality agreements and only allows its
                  employees who need information to perform their job and who
                  have passed background checks to be granted access to
                  personally identifiable information or any other confidential
                  data.

         2.2      TRAINING. WSS shall provide training as set forth in the
         applicable Service Orders. Training will be provided by WSS employees
         with appropriate functional and technical backgrounds.

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         2.3      SUPPORT. WSS shall make qualified personnel available to WDIG
         by telephone or email, in the English language, on a twenty-four hours
         per day, seven days per week basis for technical support. WSS shall use
         all commercially reasonable best efforts to correct technical issues
         during such telephonic conferences. Notwithstanding the foregoing, WSS
         shall provide error correction and response in accordance with the
         service levels set forth below:

                  PROBLEM PRIORITIES


<CAPTION>
PRIORITY   CRITICALITY                    DESCRIPTION
--------   -----------                    -----------
                 
   1        CRITICAL    The Service is not counting.

   2        SERIOUS     The Service is counting but the use of or access to the
                        Reports is severely restricted.

   3         LOW /      Information request or the user can easily work around
            REQUEST     an existing problem and use of the Service or Reports
                        is only slightly limited or affected or not at all


         PROBLEM/BUG/ERROR RESOLUTION


<CAPTION>
CLASSIFICATION    ACKNOWLEDGEMENT            RESOLVED
--------------    ---------------            --------
                            
   Critical         1 Hour         Up to 1 Work Day
   Serious          2 Hours        Up to 3 Work Days for Resolution
     Low            2 Work Days    Up to 5 Work Days (1)


         2.4      VERSIONS. During the term of the Agreement, WSS will make
         available to WDIG the most current version of the Services that are
         generally made available to WSS' other customers.

         2.5      ESCROW. The parties previously established an escrow with DSI
         Technology Escrow Services for the code and other materials necessary
         (but subject to the second to last sentence of this paragraph) for WDIG
         to operate the

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         Services and generate Reports. The purpose of such escrow is to protect
         WDIG in the event that WSS ceases to do business, becomes insolvent, or
         files or has filed against it any bankruptcy proceeding, which purpose
         shall be reflected in the conditions for the release of the escrow
         materials. WSS represents and warrants that the materials deposited in
         the escrow account includes all source and object code, binaries, tools
         and other elements that WSS periodically backs-up to operate the
         Services and generate reports, as well as documentation that it
         possesses related thereto ("Necessary Materials"). The escrow agreement
         shall also provide for the verification of the deposit materials and
         the deposit of updates. WSS represents and warrants that a company
         utilizing persons skilled in the art of information technologies
         relating to real time monitoring and counting of web site activities;
         utilizing the hardware, software, and other materials set forth in the
         deposited documentation; and entering into contracts for the requisite
         materials, infrastructure and telecommunications services with the
         appropriate vendors could operate the Services and generate Reports
         using the materials deposited by WSS under this Section 2.5. WSS
         represents and warrants that is has and will continue to deposit
         updates of the Necessary Materials for each new version of the
         Necessary Materials created by WSS.

         2.6      SERVICE LEVEL GUARANTY. WSS shall satisfy the requirements set
         forth in the Service Level Guaranty, attached hereto as EXHIBIT D.

         2.7      SERVICE ORDER NUMBERING. Service Orders shall be numbered
                  sequentially.

         2.8      OTHER SERVICES. WSS will provide Other Services, such as
         consulting, in accordance with Service Orders submitted by WDIG and
         agreed to by WSS, and in accordance with such terms as the parties
         shall agree in writing.

         2.9      STATISTICS. WDIG will own all the Statistics, and, without
         limitation, can copy, archive, export, backup, publish, distribute and
         use the Statistics for any legal purposes. WSS will keep all the
         Statistics confidential in accordance with the requirements of or
         rights of the parties contained in this Agreement and shall not use
         (except as permitted by this Section), nor permit any third party to
         use, any such Statistics for any purpose other than for the performance
         of WSS' obligations under this Agreement. Notwithstanding the
         foregoing, and subject in all respects to compliance with any
         applicable laws and regulations, WSS shall not be precluded by this
         Agreement from publishing Internet-wide statistics through its
         Statmarket Service based upon raw data aggregated from all of its
         accounts it deems to represent typical accounts (excluding, for
         example, free accounts or adult-themed accounts) (but in no event less
         than most of its accounts in terms of Total Views), including WDIG's
         HitBox Enterprise Statistics, provided that WSS provides WDIG with
         access to the Statmarket Service throughout the Term to ensure
         verification of WSS' compliance with this Section, but WSS does not
         have any right to, and shall not, publish WDIG's HitBox Enterprise
         Statistics separately or publish any other specific information about
         or derived from WDIG's audience, Pages, or HitBox Enterprise
         Statistics, or to

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         publish any Internet-wide statistics, HitBox Enterprise Statistics or
         any portion thereof that would in any manner identify, or permit the
         identification of, WDIG, WDIG's web site(s) or WDIG's products or
         services. In connection with the Services, WDIG will not provide, and
         WSS will not collect, any personally identifiable information from
         WDIG's web site visitors. The limitations on the collection and use of
         Statistics and other information by WSS set forth in this Section 2.9
         shall apply to all Services provided by WSS to WDIG, including but not
         limited to the HitBox Enterprise Service. Nothing in this Section 2.9
         shall limit WSS' right to continue to provide the Benchmarker Service
         to third parties, provided that none of the information provided in or
         through the Benchmarker Service regarding the WDIG Sites is derived in
         any way from information that WSS has about WDIG pursuant to the
         relationship set forth in this Agreement and further provided that the
         information provided about WDIG Sites shall be no more comprehensive
         than the information provided about any other website.

3.0      INVOICES, PAYMENTS, REPORTS & EXPENSES.

         3.1      GENERAL. The fees, invoicing and payment terms will be as set
         forth on a Service Order attached to this Agreement as EXHIBIT A and
         such Service Order is hereby incorporated into this Agreement and made
         a part of it. Any subsequent Service Orders entered into between the
         parties for the purpose of adding web sites to this Agreement or for
         Other Services will become part of this Agreement and will be governed
         by this Agreement. WSS will invoice WDIG in advance on a monthly basis
         for all monthly usage fees, and payments on all invoices shall be due
         within 30 days of receipt. Any set-up fees or implementation fees that
         may be set forth in any Service Order made a part of this Agreement are
         non-refundable.

         3.2      LIMITED EXPENSE REIMBURSEMENT. When WSS provides Services
         pursuant to a Service Order, certain expenses may be reimbursable. The
         total of all expenses payable pursuant to a Service Order shall not
         exceed the amount authorized in such Service Order. Unless otherwise
         set forth in a Service Order or a written agreement between the
         parties, all expenses incurred in the performance of a Service Order
         shall be subject to the Reimbursable Expense Guidelines attached to
         this Agreement as EXHIBIT B. Reimbursable expenses will be detailed,
         and WSS shall provide WDIG with original receipts or other documents to
         substantiate expenditures. Expenses shall be invoiced by WSS at their
         actual cost. Under no circumstances will the reimbursement for expenses
         exceed the amount specified in the applicable Service Order unless the
         Service Order is modified in a writing signed by authorized
         representatives of both parties. If a Service Order does not specify
         that expenses will be reimbursed, then there are no reimbursable
         expenses for that Service Order.

         3.3      NON-FIXED PRICE REIMBURSEMENT. If WSS is to be reimbursed for
         costs and expenses incurred in connection with any services or for any
         services performed on other than a fixed-price basis, WSS shall
         maintain comprehensive books and records to substantiate both the
         services and expenses. Such books and

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         records will be retained by WSS for a period of at least two years from
         and after the completion of such services. WDIG, or its authorized
         representatives, shall have the right to audit such records at all
         reasonable times upon prior notice to WSS.

         3.4      ADDRESS FOR INVOICES. WSS shall send all invoices to the
         attention of:

                  Walt Disney Internet Group
                  [***]

                  Attention: [***] (or such other individual as WDIG may
                  designate in writing)

         3.5      MONTHLY REPORTS. Within fifteen (15) days of the end of each
         calendar month, WSS shall provide to WDIG a true and correct monthly
         activity report listing the open Accounts for such month and the Total
         Views for each such Account for such month. Such monthly activity
         report shall be sent via email to [***] at [***] or such other
         individual as WDIG may designate in writing.

4.0      PROPRIETARY RIGHTS.

         4.1      HTML CODE. For the term of this Agreement, WSS grants WDIG a
         limited license to copy the HTML Code for insertion in WDIG's Pages.
         WSS retains ownership and all rights to the HitBox logos, trademark,
         software, and trade secrets, and WDIG retains ownership and all rights
         to the WDIG web sites, Pages, logos, trademarks, software and trade
         secrets, as well as the Statistics.

         4.2      WORKS. Unless otherwise specified in a Service Order or as set
         forth with respect to customized reports in Exhibit C, WDIG will solely
         own all Confidential Information, WDIG intellectual property or
         derivatives of WDIG intellectual property that may be contained in any
         deliverables specified in a Service Order for Consulting Services, or
         arising out of such Consulting Services (the "DELIVERABLES"), except
         that to the extent the Deliverables contain any intellectual property
         that was owned by WSS prior to development of the Deliverables, or any
         derivatives thereof, WSS will continue to solely own the same and
         hereby provides to WDIG an irrevocable, non-exclusive, transferable,
         fully paid, perpetual license to use same in connection with the
         Deliverables.

         4.3      DELIVERY OF WORKS. WSS shall deliver all Deliverables to WDIG
         promptly upon their completion or the sooner termination of WSS'
         services hereunder. WSS agrees to execute any and all documents as
         requested by WDIG to further evidence any of the transfers or
         assignments provided for herein.

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the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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5.0      CUSTOMER REPRESENTATIVE; STAFFING. WSS will assign a qualified member
of WSS' staff to be WDIG's primary source of contact on topics relating to WDIG
satisfaction, service billing, future WSS software and service direction,
coordination of WSS training programs, and information on general best practices
in using the Services. WSS may not employ any contractors or consultants to
provide any on-site consulting services or directly interact with or provide
services for WDIG without the prior written permission of WDIG. By means of
example and not limitation, WSS may utilize contractors or consultants to
provide information services, but not to serve as the account representatives
for WDIG.

6.0      INSURANCE.

         6.1      INSURANCE. WSS and anyone performing services under a
         contract, either oral or written pursuant to this Agreement shall,
         throughout the performance of its services maintain: (i) Commercial
         General Liability Insurance to include contractual and
         products/completed operations, (which must be maintained for three
         years following completion of the work) with minimum limits of [***]on
         an occurrence form basis, and Automobile Liability coverage with
         minimum combined single limits of [***] protecting it and WDIG from
         claims for personal injury (including bodily injury and death) and
         property damage which may arise from or in connection with the
         performance of WSS' services hereunder or from or out of any negligent
         act or omission of WSS, its officers, directors, agents, subcontractors
         or employees; (ii) Workers' Compensation Insurance as required by
         applicable law and Employer's Liability Insurance with minimum limits
         of [***] per occurrence; and (iii) Professional Liability Insurance to
         include contractual coverage when WSS would have liability in the
         absence of such contract, with a minimum limit of [***] per claim,
         protecting it and WDIG from errors and omissions of WSS in connection
         with the performance of WSS' services during and for a period of at
         least three years after the completion of said services.

         6.2      INSURANCE PROCEDURES. All such insurance required in Section
         6.1 shall be with companies and on forms acceptable to WDIG and shall
         provide that the coverage thereunder may not be reduced or canceled
         unless 30 days' prior written notice thereof is furnished to WDIG. All
         insurance shall be primary and not contributory with regard to any
         other available insurance to WDIG. All insurance shall be written by
         companies with a BEST Guide rating of B+ VII or better. Certificates of
         insurance (or copies of policies, if required by WDIG) shall be
         furnished to WDIG, and such policies shall include WDIG, its parent,
         related and affiliated companies as additional insureds to the extent
         that claims are made against such companies in connection with the
         performance of WSS' services hereunder or from or out of any negligent
         act or omission of WSS, its officers, directors, agents, subcontractors
         or employees and WSS would be liable for any such claims in the absence
         of this Agreement. The additional insured requirement applies to all
         coverages except Workers' Compensation and Employer's Liability. The
         waiver of subrogation applies to all coverages.

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7.0      CUSTOMER DATA & PRIVACY POLICY. WSS will not gather, request, record,
require, or collect any Internet users' personal identifying information from
WDIG or from its Pages. WSS may use cookies and other anonymous identifiers
previously disclosed in writing to WDIG to better record audience behavior at
the web sites and Pages solely for purposes consistent with the last sentence of
Section 2.1.2. WSS may create visitor profiles associated with cookies or such
other anonymous identifiers solely for purposes consistent with the last
sentence of Section 2.1.2, but WSS will not associate user profiles (or any
other information) with personal identifying information from any source. WSS
will comply with all applicable privacy laws and its privacy policies stated at
www.websidestory.com/privacy related to its collection of data from WDIG's web
sites and Pages. WDIG understands that WSS' privacy center enables individual
Internet users to "opt out" of receiving WSS cookies. WDIG will have and abide
by its privacy policy and will comply with all applicable laws relating to the
collection of information from visitors to WDIG's websites. WDIG may notify
visitors to its web sites that it is using WSS' HitBox service. WDIG may, if it
chooses, include a link to WSS' privacy policy within WDIG's own privacy policy

8.0      TERM & TERMINATION.

         8.1      TERM. The term of this Agreement (the "TERM") shall commence
         on [***] and continue to [***].

         8.2      TERMINATION. In addition, (i) either party may terminate this
         Agreement immediately upon written notice to the other party if the
         other party commits a material breach of this Agreement and fails to
         cure such breach within thirty (30) days after receipt of written
         notice setting forth in reasonable detail the nature of such breach,
         (ii) either party may terminate this Agreement if the other party is
         unable to generally pay its debts as due, or enters into or files (or
         has filed or commenced against it) a petition, arrangement, action or
         other proceeding seeking relief or protection under the bankruptcy laws
         of the United States or similar laws of the United States or any state
         of the United States, and (iii) WDIG may terminate this Agreement on
         thirty (30) days' prior written notice if an audit performed by an
         independent auditor that is expert in evaluating real-time ASP based
         web site statistical services (e.g., Ernst & Young) (the cost of which
         audit shall be borne by WDIG, and which audit WSS shall cooperate with
         in all reasonable respects) certifies that any Statistics provided by
         WSS vary by more than 15% over a 30-day period from the results of such
         audit obtained using specifications for collecting and reporting such
         Statistics as set forth in WSS' then current "User Manual", unless (a)
         with respect only to the first such occurrence, WSS has, during such 30
         day notice period, cured the cause or condition giving rise to such
         variance or the cause, (b) with respect only to the first such
         occurrence, WSS commits to correct such error or bug by a mutually
         agreed deadline, (c) the condition giving rise to such variance is a
         cause attributable to WDIG, or (d) WSS has reasonably requested and
         WDIG has granted one or more seven (7) day extensions of the cure
         period set forth in subsection (c) hereof due to causes within a third
         party's control. In order to preserve uninterrupted collection of
         Statistics in event that WDIG is late in paying fees, WSS also

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         reserves the right and option to deny viewing access to WDIG's Accounts
         at any time for WDIG's failure to pay any fees within forty (40) days
         of when such fees are due, without terminating the Agreement, after
         providing five (5) business days written notice to WDIG. If WSS denies
         viewing access under this Section 8.2 without terminating the
         Agreement, WSS may continue the Service in its discretion for up to
         sixty (60) days and WDIG will remain obligated to pay any related fees
         incurred during such time. WSS and WDIG will have no other right to
         terminate this Agreement except as set forth in this Agreement.

         8.3      TERMINATION FOR CHANGE OF CONTROL. WDIG shall have the right
         to terminate the Agreement if there has been a change of control of WSS
         with the result that (a) WSS is controlled by a competitor of WDIG
         listed on Exhibit F, (b) WSS is controlled by a company, partnership,
         other entity, or natural person involved with the design, creation,
         manufacture, sale, distribution, or marketing of pornography, firearms,
         tobacco, alcohol, or gambling (or other businesses that might be
         incompatible with a business involved in children's entertainment), or
         (c) WDIG reasonably concludes the change of control will materially
         diminish the value of the Services or is inconsistent with WDIG's
         corporate interests, with notice from WDIG of such termination or
         consent to such change of control being delivered no later than 30 days
         after the date of WSS' written notice of an impending control change,
         and, further, with any such termination to be effective upon a date set
         forth in the notice provided by WDIG. Any such notice of termination
         may be conditional in WDIG's discretion on closing of the change of
         control. Under this provision, if WDIG consents to such change of
         control, WDIG will have the option, in its sole discretion, to renew
         the extended Agreement on the same terms, including but not limited to
         pricing, in effect as of the change in control for an additional two
         (2) years from the date the extended Agreement would otherwise expire.

         8.4      EFFECT OF TERMINATION. Upon any termination or expiration of
         this Agreement, WSS will cease providing the Service, and WDIG will
         delete all copies of WSS' HTML Code from all Pages. For all of WDIG's
         prepaid fees, upon any termination by WDIG for WSS' breach or
         bankruptcy, WDIG will receive a refund of any unused portion of such
         prepaid usage fees. In the event of any termination by WSS for WDIG's
         breach under Section 8.2, (a) WDIG shall be entitled to any refunds of
         any prepaid usage fees or any other fees that have been paid to be
         returned on a prorated basis and (b) any unpaid undisputed payment
         obligations for Services rendered through the date of termination will
         be immediately due and payable in full.

9.0      REPRESENTATIONS & WARRANTIES.

         9.1      BY EACH PARTY. Each Party represents and warrants to the other
         that: (a) such Party has all necessary right, power and authority to
         enter into this Agreement and to perform the acts required of it
         hereunder; and (b) the execution of this Agreement by such Party and
         its performance of its obligations hereunder do not and will not
         violate any agreement by which such Party is bound.

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9.2      BY WSS.

         9.2.1    GENERAL. WSS represents and warrants that (a) its Services
                  will be provided in a timely and professional manner and that
                  it has the experience and skill to perform the services
                  required to be performed by it hereunder; (b) its Services
                  will conform substantially to descriptions relating to the
                  Statistics contained from time to time in the online help
                  files and other online documentation for the Services; (c)
                  there is no claim, litigation or proceeding pending or
                  threatened with respect to the Services or any component
                  thereof as of the Revised Effective Date; (d) the Services and
                  its components, and the operation and use thereof in
                  accordance with the terms of this Agreement, do not infringe
                  or violate any patents, or infringe or violate any copyrights,
                  mask work rights, trademarks, trade secrets or other
                  proprietary rights of any third party; (e) it shall comply
                  with all applicable federal, state and local laws in effect at
                  the time services are performed; and (f) it is adequately
                  financed to meet any obligation it may be required to incur
                  hereunder. Further, WSS represents and warrants to WDIG that
                  WSS has (and will have throughout the Term) all necessary
                  rights in and to its services and HTML Code to allow WSS to
                  make them available to WDIG as contemplated by this Agreement.

         9.2.2    PERFORMANCE WARRANTY. WSS represents and warrants that (a) the
         Services shall substantially conform to and will operate in accordance
         with the specifications for collecting and reporting such Statistics as
         set forth in WSS' then current user manual, (b) there are no material
         defects or any material limitations in the Services which would render
         it essentially unsuitable for use, (c) WSS will uses all commercially
         reasonable efforts to promptly correct or replace the Services if the
         Services do not conform to the requirements of clauses (a) or (b)
         above. If WSS fails to correct or replace any portion of the Services
         that does not meet the foregoing warranties within a reasonable period
         of time, WDIG shall have the option of terminating its use of the
         Services, and receiving a refund of any unused amounts received by WSS
         for prepaid usage fees.

         9.2.3    YEAR 2000. WSS further represents and warrants that the
         Services will process dates correctly prior to, during and after the
         calendar year 2000. This shall include, but not be limited to, century
         recognition, calculations that accommodate same century and
         multicentury formulas and date values, and interface values that
         reflect the century. In the event WSS becomes aware that the Services
         will not or does not process data containing any date subsequent to the
         year 1999 correctly, WSS shall immediately notify WDIG of that fact

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                                       12
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         and promptly correct or replace the Services to eliminate such
         processing problem. If WSS fails to correct or replace any portion of
         the Services that does not meet the foregoing warranty within a
         reasonable period of time, WDIG shall have the option of terminating
         its use of the Services, and receiving a full refund of the fees paid
         hereunder by WDIG.

         9.2.4    WARRANTY AGAINST ILLICIT CODE. WSS represents and warrants
         that: (a) the Services shall contain no computer instructions whose
         purpose is (i) to disrupt, damage or interfere with WDIG's or its
         Affiliates' use of any of their data, programs or computer or
         telecommunications facilities for their commercial purposes; (ii) to
         perform functions which are not an appropriate part of the
         functionality of the computer programs, documentation or other
         deliverables and whose result is to disrupt the use or operation of
         such computer programs, documentation or other deliverables. WSS shall
         immediately notify WDIG of any such illicit code and promptly correct
         or replace the Services to eliminate any illicit code. If WSS fails to
         correct or replace any portion of the Services that does not meet the
         foregoing warranty within a reasonable period of time, WDIG shall have
         the option of terminating its use of the Services, and receiving a full
         refund of the fees paid hereunder by WDIG.

10.0     LIMITATIONS ON LIABILITY & INDEMNIFICATION

         10.1     CAP ON LIABILITY. EXCEPT FOR THOSE ARISING DUE TO WSS' BREACH
         OF ITS REPRESENTATIONS AND WARRANTIES IN SECTIONS 9.1 and 9.2.1(c),
         (d), and (e) HEREIN, CONFIDENTIALITY OR WSS' INDEMNIFICATION
         OBLIGATIONS HEREUNDER OR WSS' INTENTIONAL MISCONDUCT, LIABILITY FOR ALL
         CLAIMS OR INDEMNITIES ARISING OUT OF THESE TERMS AND CONDITIONS,
         WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED[***].

         10.2     INDEMNIFICATION BY WSS. WSS shall indemnify, defend and hold
         harmless WDIG and its parent and subsidiary companies and their
         respective officers, agents, directors, employees and authorized
         representatives from and against any costs, losses, liabilities and
         expenses, (including court costs, reasonable expenses and reasonable
         attorney's fees) arising from any legal action, arbitration or other
         claim by a third party to the extent caused by (a) any breach of any of
         the representations or warranties made by WSS under Section 9.1 or
         9.2.1(d) of this Agreement; (b) WSS' activities hereunder; or (c) any
         allegations that the use of ' the Services, Reports or HTML code as
         permitted hereunder violates any intellectual property rights of any
         third party or is defamatory or violates any privacy or publicity
         rights of any third party. If WDIG makes an indemnification request to
         WSS, WDIG shall permit WSS to control the defense, disposition or
         settlement of the matter at its own expense; provided that WSS shall
         not, without the consent of WDIG enter into any settlement or agree to
         any

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         disposition that imposes an obligation on WDIG that is not wholly
         discharged or dischargeable by WSS, or imposes any conditions or
         obligations on WDIG other than the payment of monies that are readily
         measurable for purposes of determining the monetary indemnification or
         reimbursement obligations of WSS. WDIG shall notify WSS promptly of any
         claim for which WSS is responsible and shall cooperate with WSS in
         every commercially reasonable way to facilitate defense of any such
         claim; provided that the WDIG's failure to notify WSS shall not
         diminish WSS' obligations under this section except to the extent that
         WSS is materially prejudiced as a result of such failure. WDIG shall at
         all times have the option to participate in any matter or litigation
         through counsel of its own selection and at its own expense.
         Notwithstanding any other provision of these Terms or the Subscription
         Agreement to the contrary, in the event of a third party claim that is
         subject to indemnification under this paragraph, WDIG will have the
         right to terminate the Agreement and the services, effective
         immediately.

         10.3 INDEMNIFICATION BY WDIG. WDIG shall indemnify, defend and hold
         harmless WSS and its officers, agents, directors, employees and
         authorized representatives from and against any costs, losses,
         liabilities and expenses, (including court costs, reasonable expenses
         and reasonable attorney's fees) arising from any legal action,
         arbitration or other privacy related claim by a third party claimant
         against WSS to the extent asserting any privacy related claim arising
         from the association by WDIG of any personally identifiable information
         with data delivered by WSS to WDIG as part of the data feed services
         violates any statutory or common law right of any third party or any
         applicable law or governmental regulation. If WSS makes an
         indemnification request to WDIG, WSS shall permit WDIG to control the
         defense, disposition or settlement of the matter at its own expense;
         provided that WDIG shall not, without the consent of WSS enter into any
         settlement or agree to any disposition that imposes an obligation on
         WSS that is not wholly discharged or dischargeable by WDIG, or imposes
         any conditions or obligations on WSS other than the payment of monies
         that are readily measurable for purposes of determining the monetary
         indemnification or reimbursement obligations of WDIG. WSS shall notify
         WDIG promptly of any claim for which WDIG is responsible and shall
         cooperate with WDIG in every commercially reasonable way to facilitate
         defense of any such claim; provided that WSS' failure to notify WDIG
         shall not diminish WDIG's obligations under this section except to the
         extent that WDIG is materially prejudiced as a result of such failure.
         WSS shall at all times have the option to participate in any matter or
         litigation through counsel of its own selection and at its own expense.
         Notwithstanding any other provision of these Terms or the Subscription
         Agreement to the contrary, in the event of a third party claim that is
         subject to indemnification under this paragraph, WSS will have the
         right to terminate the Agreement and the services, effective upon 90
         days prior written notice to WDIG.

         10.4     LIMITATION OF LIABILITY. WITHOUT LIMITING ANYTHING TO THE
         CONTRARY IN THIS AGREEMENT, (I) WSS' SERVICES ARE PROVIDED

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         ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND (II) EXCLUDING THE
         INDEMNITIES PROVIDED IN SECTIONS 10.2 AND 10.3, IN NO EVENT SHALL
         EITHER PARTY BE LIABLE FOR ANY LOSS OF DATA, BUSINESS INTERRUPTION, OR
         OTHER SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES
         ARISING FROM OR IN RELATION TO THESE TERMS & CONDITIONS OR THE USE OF
         THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY.
         THIS LIMITATION WILL APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OR IS
         AWARE OF THE POSSIBILITY OF SUCH DAMAGES. ANY WSS SERVICE OBLIGATIONS,
         WARRANTIES OR SERVICE LEVEL GUARANTIES INCLUDED IN THIS AGREEMENT ARE
         MADE TO WDIG AND ITS PARENTS, SUBSIDIARIES, AND AFFILIATES ONLY, AND
         NOT TO ANY OTHER PERSON OR ENTITY AND ARE CONDITIONED UPON WDIG'S USE
         OF THE MOST RECENT HTML CODE AND HITBOX SERVICES VERSION PROVIDED BY
         WSS TO WDIG FOR WDIG'S USE UNDER THE TERMS SET FORTH HEREIN OR IN A
         MUTUALLY-EXECUTED SERVICE ORDER.

11.0     CONFIDENTIALITY

         11.1     DUTY TO PROTECT. Except as otherwise required by law or the
         regulations of any securities exchange, the parties agree not to
         disclose Confidential Information (defined below) of the other party to
         any third party other than its respective directors, officers,
         employees and agents, advisers (including legal, financial and
         accounting advisers) and other persons directly or indirectly engaged
         to do work therefor and, with respect to WDIG, to the WDIG Affiliates
         (collectively, "REPRESENTATIVES"), as needed for the purposes of this
         Agreement. Each party agrees to protect Confidential Information
         disclosed by the other party from unauthorized disclosure with at least
         the same degree of care as it normally exercises to protect its own
         Confidential Information of a similar nature. Each party hereto further
         agrees to restrict the use of the other party's Confidential
         Information to use solely for the purposes contemplated by this
         Agreement.

         11.2     DEFINITION. "CONFIDENTIAL INFORMATION" means all non-public,
         confidential or proprietary information that one party or its
         Representatives make available to the other party or its
         Representatives in connection with this Agreement. "Confidential
         Information" includes, without limitation, the terms of this Agreement,
         as well as information related to the past, present and future plans,
         ideas, business strategies, marketing programs, activities, customers
         and suppliers of WDIG and the WDIG Affiliates or WSS, as the case may
         be. It is expressly understood that the disclosure of Confidential
         Information hereunder is not a public disclosure thereof, nor a sale or
         offer for sale of any product, equipment, process or service.

         11.3     EXCLUSIONS. "CONFIDENTIAL INFORMATION" shall not include
         information that: (a) was, at the time of its disclosure hereunder to
         the receiving party, already

                                                                    CONFIDENTIAL

                                       15
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         in the possession of the receiving party free of obligation to the
         other party to keep it confidential; (b) is or becomes generally
         available to the public other than as a result of a breach of this
         Agreement by the receiving party or its Representatives; (c) becomes
         available to the receiving party on a non-confidential basis from a
         source other than the disclosing party or its Representatives, provided
         that such source is not, to the knowledge of the receiving party, bound
         by a confidentiality agreement or other legal or fiduciary obligation
         of secrecy to the disclosing party; or (d) is developed independently
         by the receiving party.

         11.4     RESPONSIBILITY FOR REPRESENTATIVES. The parties agree that
         they shall be responsible for any disclosure of Confidential
         Information by their respective Representatives that would constitute a
         breach of this Agreement.

         11.5     AFFILIATES. WDIG may disclose Confidential Information to
         ESPN, Inc., The Walt Disney Company or any related, affiliated and
         subsidiary company thereof (collectively, the "EIV AFFILIATES"). EIV
         Affiliates to whom Confidential Information is disclosed under this
         Agreement shall be bound by this "Confidentiality" Section.

         11.6     RIGHT TO INJUNCTIVE RELIEF. In the event of any breach of this
         "Confidentiality" Section, the non-breaching party will be entitled, in
         addition to any other remedies that it may have at law or in equity, to
         seek injunctive relief or an order of specific performance.

         11.7     SURVIVAL. The provisions of this Section 11 and the
         obligations of the parties hereunder shall survive the termination of
         this Agreement for a period of two (2) years.

12.0     PUBLICITY

         12.1     NO USE OF NAME. WSS shall acquire no right under this
         Agreement to use, and shall not use, the names "Disney," "ABC" or
         "ESPN" (either alone or in conjunction with or as a part of any other
         word or name) or any fanciful characters or designs of The Walt Disney
         Company or any of its Affiliates in any advertising, publicity or
         promotion or other disclosures, or to express or imply any endorsement
         of WSS' products or services, or in any manner or for any purpose
         whatsoever. The provisions of this Section shall survive termination or
         expiration of this Agreement or any determination that this Agreement
         or any portion is void or voidable. Notwithstanding the foregoing, WSS
         may list the "Walt Disney Internet Group" as a customer on its web site
         and in customer lists, along with, and of equal prominence with, other
         customers of WSS, to be listed in alphabetical order, in a manner not
         unduly singled out. Before WSS includes references to "Walt Disney
         Internet Group" on WSS' web site or on any customer list, WSS must
         receive the prior written approval of WDIG in each instance, which
         approval may be granted or withheld by WDIG for any reason whatsoever,
         in WDIG's sole discretion.

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                                       16
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         12.2     NO PUBLICITY. Neither party will issue or cause to be issued
         any press release or publicity regarding the other party or this
         Agreement, without prior coordination with and approval by the other
         party.

         12.3     PROCESS. The Parties may agree to certain limited publicity in
         a Service Order executed in advance by each of the Parties.

13.0     MISCELLANEOUS

         13.1     CONFLICTS. To the extent of any conflict among the this Master
         Services Agreement, any Service Orders, and any addenda attached to the
         Service Orders, the Service Order supersedes these terms and conditions
         but these terms and conditions supersede any provisions of any purchase
         order drafted by WDIG and all related proposals and communications,
         written or oral.

         13.2     CONSTRUCTION, CHOICE OF LAW, VENUE. This Agreement will be
         construed and enforced in accordance with the laws of the State of
         California without regard to its conflict of laws principles. Exclusive
         venue for any dispute under this Agreement will be Los Angeles County,
         California.

         13.3     ENTIRE AGREEMENT. This Agreement, including the appendices,
         Service Orders, exhibits, schedules and attachments attached hereto and
         incorporated herein by reference, constitutes the complete, final and
         exclusive understanding and agreement between the parties with respect
         to the transactions contemplated herein, and supersedes any and all
         prior or contemporaneous oral or written representation, understanding,
         agreement or communication between the parties concerning the subject
         matter hereof. The Agreements that are superceded include, but are not
         limited to, the following: The Master Service Agreement dated as of
         September 27, 2002 between WSS and WDIG and all related appendices,
         Service Orders, exhibits, schedules, attachments and amendments related
         thereto.

         13.4     AMENDMENTS. All amendments or modifications of this Agreement
         shall be binding upon the parties so long as the same shall be in
         writing and executed by each of the parties hereto. It is expressly
         understood and agreed that no regular practice or method of dealing
         between the parties hereto shall be used to modify, interpret,
         supplement or alter in any manner the express terms of this Agreement
         or any part hereof.

         13.5     HEADINGS. The titles and headings of this Agreement and the
         attachments hereto, and the various sections and paragraphs thereof,
         are intended solely for reference and are not intended for any other
         purpose whatsoever or to explain, modify, or place any construction on
         any of the provisions of this Agreement.

         13.6     ASSIGNMENT. This Agreement, including the parties' rights and
         obligations hereunder, may not be assigned by either party, except (a)
         to the

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                                       17
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         transferee of substantially all of the business operations of such
         party (whether by asset sale, stock sale, merger or otherwise); or (b)
         to any entity that is controlled by, or is under common control with,
         such party. WSS shall not subcontract the performance of any of the
         Services hereunder to any third party without the prior written consent
         of WDIG.

         13.7     RELATIONSHIP OF PARTIES. This Agreement does not create a
         joint venture, partnership or principal/agent relationship between the
         parties hereto, nor imposes upon either party any obligations for any
         losses, debts or other obligations incurred by the other party except
         as expressly set forth herein. WSS shall in no event be entitled to
         participate in, or to receive any benefits from, any of WDIG's benefit
         or welfare plans, specifically including, but not limited to, coverage
         under WDIG's workers' compensation program. WSS shall be solely
         responsible for the payment of all Federal and state income taxes,
         social security taxes, Federal and state unemployment insurance and
         similar taxes and all other assessments, taxes, contributions or sums
         payable with respect to WSS and/or its employees and any subcontractors
         as a result of or in connection with the services performed hereunder.

         13.8     SEVERABILITY. If any restriction, covenant or provision of
         this Agreement shall be adjudged by a court of competent jurisdiction
         to be void as going beyond what is reasonable in all the circumstances
         for the protection of the interests of the party seeking to enforce
         such restriction, covenant or provision, such restriction, covenant or
         provision shall apply with such modifications as may be necessary to
         make it valid and effective. In the event that any provision of this
         Agreement should be found by a court of competent jurisdiction to be
         invalid, illegal or unenforceable in any respect, the validity,
         legality and enforceability of the remaining provisions contained
         herein shall not in any way be affected or impaired thereby.

         13.9     FACSIMILE SIGNATURES. This Addendum may be executed by
         facsimile transmission. Facsimile signatures shall hold the same force
         and effect as an original signature for purposes of binding the parties
         to this Addendum.

         13.10    NOTICE. All notices will be transmitted by private courier or
         facsimile transmission (with a hard copy to follow via regular mail),
         and will be deemed given as of the date of a written courier's receipt
         or electronic facsimile confirmation report. The addresses for notice
         to each of the parties are as follows:

         FOR WSS:

         WebSideStory, Inc.
         10182 Telesis Court, 6th Floor
         San Diego, CA 92121

         ATTN: CEO
         Phone: 858-546-0040/Fax: 858-546-0695

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         With a copy to:

         WebSideStory, Inc.
         10182 Telesis Court, 6th Floor
         San Diego, CA 92121

         ATTN: Legal Counsel
         Phone: 858-546-0040/Fax: 858-546-0695

         FOR WDIG:

         Walt Disney Internet Group
         [***]

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         ATTN:  [***] (or such other individual as WDIG may designate in
         writing)

         WITH A COPY TO:

         Walt Disney Internet Group
         [***]

IN WITNESS WHEREOF, the duly authorized representatives of each of the Parties
hereto have executed this Agreement as of the day and year first written above.

WEBSIDESTORY, INC.
By: /s/ Jeff Lunsford
Printed Name: Jeff Lunsford
Title: CEO
Date: 9-4-03

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BUENA VISTA INTERNET GROUP

By: /s/ [***]
    --------------------------------
    Name: [***]
    Title: Executive Vice President

ESPN INTERNET VENTURES
By: Online Investments, Inc., as
    its General Partner

By: /s/ [***]
    --------------------------------
     Name: [***]
     Title: Executive Vice President

ABCNEWS INTERNET VENTURES
By: DOL Online Investments, Inc. as
    its General Partner

By: /s/ [***]
    --------------------------------
    Name: [***]
    Title: Executive Vice President

INFOSEEK CORPORATION

By:      /s/ [***]
    --------------------------------
    Name: [***]
    Title: Executive Vice President

ABC MULTIMEDIA, INC.

By:      /s/ [***]
    --------------------------------
    Name: [***]
    Title: Executive Vice President

WALT DISNEY PARKS & RESORTS ONLINE

By:      /s/ [***]
    --------------------------------
    Name: [***]
    Title:  VP Fin

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                                    EXHIBIT A

                                  SERVICE ORDER

                                   [ATTACHED]

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                                       22
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                                    EXHIBIT 1

                      MASTER AGREEMENT SERVICE ORDER NO. 1
                              BETWEEN WSS AND WDIG

                               (HITBOX ENTERPRISE)

1        GENERAL DEFINITIONS

         1.1      All defined terms shall have the meanings set forth in the
                  Agreement, unless otherwise provided herein.

         1.2      "BU Contact" means an individual listed on Attachment B
                  hereto.

         1.3      "Training/Consulting Days" has the meaning set forth in
                  Section 3.5 of this Exhibit.

         1.4      "Content Monthly Uniques Functionality" means a workaround
                  solution that has been provided to ESPN.com with a way to
                  track monthly uniques to their various content categories.

         1.5      "DataFeed" [***]. DataFeed includes the fields set forth in
                  Attachment C to this Exhibit 1.

         1.6      "DataFeed Plus [***].

         1.7      "Legacy Account" means an Account in effect as of [***]
                  (including all types of accounts including, but not
                  limited to, accounts for the Enterprise Service, Rollups,
                  Traffic Rollups and Global Rollups). The Legacy Accounts
                  include, but are not limited to, the Accounts listed on
                  Attachment A to this Exhibit 1.

         1.8      "New Account" means an Account that is not a Legacy Account
                  but will become and be treated as a Legacy Account once the
                  required set up fee is paid.

         1.9      "Report Builder" means software and related services for an
                  Excel XP "plug-in" that allows HitBox data to be incorporated
                  directly into an Excel spreadsheet. [***]. A Report Builder
                  license is required for each computer the Report Builder
                  software is used by WDIG to generate Reports, though WDIG is
                  allowed to keep one additional copy of the Report Builder
                  software for archival and/or backup purposes. .

         1.10     "Rollup Account" [***].

         1.11     "Traffic Rollup Account" [***].

         1.12     "Global Rollup Account" [***].

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         1.13     All references to "Accounts" in this Service Order shall be to
                  Accounts for the Enterprise Service, including, but not
                  limited to, Legacy Accounts, New Accounts, Rollup Accounts,
                  Traffic Rollup Accounts, and Global Rollup Account unless
                  expressly provided otherwise.

2        TERMS FOR LEGACY ACCOUNTS AND THE MONTHLY FEE

Pursuant to this Attachment, WSS shall provide Enterprise Services and certain
Other Services for all the Legacy Accounts at the fees set forth in this Section
2 hereof. In consideration of the fees set forth in this Section 2, as a part of
the Enterprise Services, WSS will also continue to provide WDIG with [***].

         2.1      Monthly Fee. The cost for the Enterprise Services and the
                  certain Other Services described herein for all Legacy
                  Accounts for each 12 month period after the Effective Date is
                  [***] per year. This amount will be divided and payable each
                  month of such 12-month periods in [***] increments. The static
                  payment for the [***] Term of this Agreement for the services
                  related to the Legacy Accounts described in herein, therefore,
                  is [***] a month for [***] ("Monthly Fee").

         2.2      No limit on Total Views. Total Views across the Legacy
                  Accounts are unlimited meaning there will be no additional or
                  other overage charges associated with any minimum or maximum
                  amount of Total Views. WDIG will use reasonable efforts to
                  notify WSS in advance of any anticipated extraordinary traffic
                  volume peaks, though its failure to do so will not constitute
                  a breach of the Agreement.

         2.3      [***] Maintenance [***]. There will be [***] maintenance or
                  [***] for the Legacy Accounts.

         2.4      Management of Legacy Accounts. If a Legacy Account is
                  terminated, (1) WDIG will lose all historical data of the
                  Legacy Account unless WDIG seeks to, and the parties, using
                  reasonable efforts, are able to save and store the historical
                  data elsewhere (for example, by using the Report Builder); and
                  (2) WDIG will be entitled to an additional [***]
                  Complimentary Account to replace the terminated Legacy Account
                  (for example, if WDIG were to terminate a Legacy Account prior
                  to using any of the [***] Complimentary Accounts described in
                  Section 2.5.1, below, WDIG will be entitled to [***]
                  Complimentary Accounts instead of [***]). Legacy Accounts may
                  be terminated only upon the prior written approval of the BU
                  Contact and [***] (or such other designee of WDIG). Suspended
                  or inactive Accounts (Accounts that are not terminated by WDIG
                  but are not showing any activity such as counting traffic for
                  more than one full billing month because WDIG has
                  affirmatively untagged the Pages related to that Account) that
                  are not terminated will not be charged any maintenance fee,
                  but WSS may give [***] (or such other designee of WDIG) at
                  least ten (10) days prior written notice and WDIG shall use
                  reasonable efforts to either re-tag Pages related to that
                  Account within such notice period or terminate the Account
                  (though it may be reopened in the future by WDIG at [***]).
                  Legacy

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                  Accounts may be transferred between WDIG Sites at [***] to
                  WDIG and at WDIG's discretion upon the prior written approval
                  of the BU Contact and [***] (or such other designee of
                  WDIG). The approvals set forth in this Section shall be
                  evidenced by the submission to WSS of the completed forms
                  described in Attachment E hereto, and such forms shall be
                  sequentially numbered.

         2.5      Services and other Matters[***]. For the Term of the Agreement
                  WSS [***] and/or any other [***] by WDIG and the [***] will
                  completely [***] the following:

                  2.5.1    Complimentary Accounts. [***] Accounts
                           ("Complimentary Accounts") that will be treated as
                           Lecacy Accounts after they are created.

                  2.5.2    Commerce Service. WSS shall provide [***] Commerce
                           Service Accounts for the Term of the Agreement at
                           [***] to WDIG.

                  2.5.3    HitBox Report Builder. WSS shall provide [***] Report
                           Builder licenses for the Term of the Agreement at
                           [***] to WDIG.

                  2.5.4    HitBox Data Feed. WSS shall provide [***] for [***]
                           Accounts for the Term of the Agreement at [***] to
                           WDIG.

                  2.5.5    Legacy Custom Reports. Legacy Custom Reports are set
                           forth in Attachment D to this Exhibit 1. WSS shall
                           provide all maintenance for the Legacy Custom Reports
                           for the Term of the Agreement at [***] to WDIG.

                  2.5.6    Content Monthly Uniques. Content Monthly Uniques
                           functionality for [***] shall be provided by WSS for
                           the Term of the Agreement at [***] to WDIG.

                  2.5.7    New Accounts. Once the [***] is paid for a New
                           Account pursuant to Section 3.1, below, WSS shall
                           provide all services and maintenance related to such
                           New Account for the Term of the Agreement at [***] to
                           WDIG and treat the New Account thereafter as if it
                           were a Legacy Account.

                  2.5.8    Training/Consulting Days. WSS shall provide [***]
                           Training/Consulting Days [***] for the Term of the
                           Agreement at [***] to WDIG. If WDIG does not use the
                           [***] allotted [***] Training/Consulting Days, the
                           unused Training/Consulting Days will [***] and [***]
                           by WDIG in the [***] of the Term of this Agreement at
                           [***] to WDIG. The [***] Training/Consulting Days do
                           not include[***], which [***] must be preapproved by
                           WDIG, subject to the Agreement, including Exhibit B
                           thereof.

                  2.5.9    The Complimentary Accounts, Commerce Service
                           Accounts, Report Builder licenses, and
                           Training/Consulting Days described in this Section
                           2.5 may be [***] during the Term of this Agreement at
                           WDIG's discretion but will not be created and/or used
                           without the prior written approval of [***] (or such
                           other designee of WDIG).

3        TERMS FOR NEW ACCOUNTS AND SERVICES

         3.1      Terms for New Accounts. Beyond the Complimentary Accounts,
                  WDIG may request that WSS establish New Accounts only with the
                  prior written approval of the Business Contact and [***] (or
                  such other designee of WDIG). WDIG shall not be obligated to
                  pay any fees for any New Accounts established without such
                  prior

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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                  written approval. For those properly-established New Accounts,
                  the fees for each New Account (no matter what type of account
                  including, but not limited to "regular", Traffic Rollup, and
                  Global Rollup Accounts) shall be a one time [***] set up fee
                  ("One Time Fee"). Once the One Time Fee is paid for a New
                  Account, that New Account will thereafter become part of and
                  be treated as a Legacy Account and [***] will accrue (except
                  that WDIG will continue to pay the Monthly Fee of [***] which
                  shall cover the costs and maintenance of all Legacy Accounts
                  including any added New Account that has become a Legacy
                  Account after the applicable One Time Fee is paid).

         3.2      WDIG may purchase "bulk" New Accounts at the following rates:

                  3.2.1    [***] New Accounts at the rate of [***] per New
                           Account (total [***])

                  3.2.2    [***] New Accounts at the rate of [***] per
                           New Account (total [***])

         If WDIG purchases bulk New Accounts there is no set time period that
         such bulk New Accounts must be set up in (by example, if WDIG buys a
         bulk of [***] New Accounts at [***] it could have [***] New Accounts
         set up immediately, and the other [***] New Accounts set up two months
         later or at some other time).

         3.3      HitBox Other Services. WDIG may add other HitBox Commerce
                  Service accounts, HitBox DataFeed Plus, and/or Other Services
                  to the services provided by WSS pursuant to Section 2.8 of the
                  Agreement.

         3.4      Custom Reports and Hit Box Report Builder licenses. As set
                  forth in Exhibit C of the Agreement, the charge for WSS to
                  develop new Reports (as opposed to updating the information
                  contained in currently-provided Reports) shall be no more than
                  [***]. This [***] charge shall also apply to significant
                  changes to currently-provided Reports (such as changes that
                  would cause WSS to incur more than [***] in costs),
                  significant changes in the type of Statistics to be included
                  in currently-provided Reports, or the creation of a
                  significant number of any Excel macros. There will be [***]
                  charges for any Custom Reports ordered, including [***]
                  additional management and/or maintenance fees. WDIG may add
                  HitBox Report Builder licenses during the term of the
                  Agreement in addition to the [***] ones set forth in Section
                  2.5.3, for the annual [***] of [***] per license.

         3.5      Consulting and Training. Upon request by WDIG, WSS will
                  provide consulting and/or training to WDIG at a cost of [***]
                  per full day (defined as [***] hours)("Training/Consulting
                  Days"), [***] preapproved by WDIG, subject to the Agreement,
                  including Exhibit B thereof. WDIG will be billed separately
                  for reasonable travel, lodging and Video Teleconferencing
                  expenses pre-approved by WDIG and incurred in accordance with
                  Exhibit B of the Agreement. Less than full day Consulting
                  and/or Training engagements will be negotiated on a
                  case-by-case basis.

         4.0      PUBLICITY

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         4.1      Case Study. WDIG will allow WSS to work with certain of its
                  business units to develop and publish one case study per
                  quarter (up to 12 for the 3 year Term). WDIG shall make
                  commercially reasonable efforts to make personnel at such
                  business units available to WSS. No such case study may take
                  more than a reasonable amount of time or effort on the part of
                  WDIG, its business units, or any of their respective
                  personnel. In addition, WSS shall request time from such
                  resources with reasonable notice, and shall provide the case
                  study to WDIG for review prior to distribution. No case study
                  shall be distributed without WDIG's prior written approval in
                  each instance, which approval may be granted or withheld in
                  WDIG's sole discretion for any reason whatsoever. Case studies
                  may be distributed by WSS in hard copy, via email, or in
                  response to inquiries (made online or otherwise) for case
                  studies; provided, however, that any distribution of case
                  studies by WSS must be to select third parties and may not be
                  included in any mass distribution. Under no circumstances may
                  any case study be posted on a website. WDIG, at its
                  discretion, may require WSS to distribute case studies without
                  identifying WDIG and/or any Disney company in the case study.

         4.2      Reference Account. WDIG will act as a reference account for at
                  least one potential HitBox Enterprise customer per quarter at
                  the sole discretion of WDIG.

5.0      SERVING OF JS FILES

                  All WDIG Sites serve and shall continue to serve their own JS
                  files or will have entities other than WSS serve the JS files
                  for them.

6.0      INVOICES AND PRICING

         6.1      WSS will send a single invoice to WDIG one month in advance
                  and on a monthly basis for all monthly usage fees. By means of
                  example and not limitation, WSS shall send an invoice to WDIG
                  on November 1, 2003 for Services to be provided in the month
                  of December 2003. Such invoice would be payable on December 1,
                  2003.

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<PAGE>

                                  ATTACHMENT A
                                 LEGACY ACCOUNTS

Attached is a list of the Legacy Accounts with name, Account number, WDIG
business unit and monthly Total Views as well as the type of Account they
represent (Regular, Rollup, Global, etc.).

                                     [***]

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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                                  ATTACHMENT B
                             BUSINESS UNIT CONTACTS

The following individuals are authorized to open new Accounts, close existing
Accounts, transfer existing Accounts, and create new user Accounts (for their
respective business units, only), with their own written approval and that of
[***], using the a form attached as Attachment E to this Exhibit 1:

[***]
This Attachment B may be amended from time-to-time by WDIG providing written
notice to WSS.

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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                                  ATTACHMENT C
                            DATAFEED INCLUDED FIELDS

[***]

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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                                  ATTACHMENT D
                              LEGACY CUSTOM REPORTS

[***]

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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                                  ATTACHMENT E
                          APPROVAL FORM PER SECTION 2.4

[***]

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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                                    EXHIBIT B

                         REIMBURSABLE EXPENSE GUIDELINES

GENERAL:

All travel should be booked by the WSS through Disney's Corporate Travel
Division. Arrangements will be made for air fare, hotel, and rental cars. The
traveler should communicate to Disney's Corporate Travel Division that the
travel is on behalf of WDIG in order to obtain any applicable discounts. The
airline ticket, car rental and hotel charges shall be paid directly by the
traveler and reimbursement requested through normal invoicing.

         Disney's Corporate Travel Division can be reached between 7:00 am and
6:00 pm PST by calling - [***]

For all international travel please call:                              - [***]

For general information or the main receptionist please call:          - [***]

Original invoices and receipts shall be submitted to substantiate all charges.

AIR TRAVEL:

All travelers shall fly coach on a Disney-preferred airline as directed by
Corporate Travel.

HOTELS:

Travelers will be booked into Disney-owned hotel properties or one of the hotels
participating in Disney's preferred hotel program. The Corporate Travel Division
will direct the traveler to an appropriate hotel.

Requests for specific hotels will be honored if the rate is the same or lower
than the hotel booked by Disney's Corporate Travel Division.

Lodging expenses shall include the cost of the room plus applicable taxes. It
does not include room service, recreation or any other direct charges to the
room. See Miscellaneous Travel Expenses for further discussion regarding these
charges.

AUTOMOBILE EXPENSE:

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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<PAGE>

Auto rentals will be provided by one of Disney's preferred car rental suppliers
as directed Corporate Travel, and billing shall be direct to the traveler.
Reimbursement will cover no more than the cost of a full size car. Additional
insurance coverage, as provided in the rental agreement, will not be reimbursed.
Mileage for travel in WSS' or WSS' employees own vehicles is paid at the rate of
[***] mile for mileage incurred. Mileage should be supported by appropriate
contemporaneous logs. Limousine service is expressly prohibited unless
authorized in advance and in writing by the Project Manager.

MISCELLANEOUS TRAVEL EXPENSES:

Original receipts shall be submitted for all expenses in order to be
reimbursable. These expenses shall include all meals, taxi fares, parking and
other costs for which receipts can be typically obtained.

Expenses, such as tips, which are usually unreceipted should be reasonable for
the service provided and supported by a personal log or other contemporaneous
record. Employee expense reports submitted as documentation for reimbursement
are to be signed by appropriate management personnel and are to include original
receipts as supporting documentation. Documentation of business meals shall
include the names of all individuals, the date of the meals, the business
relationship of the individuals and the business topic of discussion.

Per diem expenses for meals, tips and incidentals shall not exceed [***] or
[***] for "high cost" cities. The following are considered "high cost" cities:

                  Atlanta, GA         New York, NY
                  Birmingham, AL      Oakland, CA
                  Boston, MA          Philadelphia, PA
                  Charlotte, NC       Phoenix, AZ
                  Chicago, IL         Pittsburgh, PA
                  Dallas, TX          San Diego, CA
                  Honolulu, HI        San Francisco, CA
                  Houston, TX         San Jose, CA
                  Los Angeles, CA     Santa Barbara, CA
                  Newark, NJ          Seattle, WA
                  New Orleans, LA     Washington, DC

OTHER EXPENSES:

Reimbursement for such costs as reproduction, computer time, CADD time, air
freight, postage and long distance telephone calls will be made upon
presentation of satisfactory documentation. This documentation may include
office logs which indicate a reasonable effort to identify specific costs with
the appropriate project.

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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SUBCONSULTANTS:

If the traveler, in performing its contractual services, has received WDIG's
prior written consent to employ other consultants ("SUBCONSULTANTS"), the
following shall apply:

         1.       The traveler shall coordinate the services of any
                  Subconsultants.

         2.       The traveler agrees to incorporate as a condition of
                  employment the applicable provisions set out in the traveler's
                  contract with Disney.

NOTE: All of the above expenses will be reimbursed at actual cost without
mark-up upon approval by the Project Manager.

(END OF EXHIBIT B)

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<PAGE>

                                    EXHIBIT C

                       TERMS GOVERNING CUSTOMIZED REPORTS

Except as expressly provided herein, the terms and conditions regarding
additional Reports shall be set forth in an amendment to the Agreement.

Custom Report Consulting Services fees will be no more than [***].

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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                                    EXHIBIT D

                             SERVICE LEVEL GUARANTY

Counting Services (such as the Enterprise Service) will be available for not
less than [***] and viewing access to the Statistics will be available for not
less than [***] of each calendar week beginning on Monday at 12:01 a.m. and
ending on Sunday at midnight. "Availability" will be calculated and reported in
accordance with the rules set out below.

If in any calendar week Availability for counting of traffic at any of WDIG's
Accounts is less than [***] ("Counting Availability") or Availability for WDIG
end users to access the WDIG Statistics for an Account or Accounts is less than
[***] ("Viewer Availability"), WSS will provide a service credit (a "Service
Credit") to WDIG. The amount of the Service Credit will be determined in
accordance with the rules set out below.

[***]

Where:

[***].

Downtime is calculated from the time of commencement of the fault in WSS'
Services due to factors within WSS' systems or networks and ends when the
service is restored to full working order as determined by WSS and WDIG jointly,
but excludes previously scheduled maintenance of which WDIG has been notified in
advance. Viewing Downtime also excludes isolated individual instances of WDIG
end users being unable to access the WDIG Statistics for an Account or Accounts
when other WDIG end users remain able to access such Statistics. WSS will
undertake such scheduled maintenance only during times designed to minimize
effects on the accuracy of the Statistics.

In the event of any Downtime, WSS will promptly and accurately report such
Downtime to WDIG. Such report will be in writing and will include, at a minimum,
the start time of the Downtime, the end time of the Downtime and the understood
reason for the Downtime.

If (a) Counter Availability with respect to any of WDIG's web sites is below
[***] but more than [***] in any particular week or (b) Viewer Availability with
respect to any of WDIG's web sites is below [***] but more than [***] in any
particular week then WSS will provide a Service Credit to WDIG against amounts
payable by WDIG under this Agreement in an amount equal to half of the amount
that would otherwise be due from WDIG for the affected Service Account or
Accounts for such week. If (x) Counter Availability with respect to any of
WDIG's web sites is at or below [***] in any particular week, or (y) Viewer
Availability with respect to any of WDIG's Accounts is at or below [***] in any
particular week, then WSS will provide a Service Credit to WDIG against amounts
payable by WDIG under this Agreement in an amount equal to all of the amount
that

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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would otherwise be due from WDIG for the affected Service Account or Accounts
for such week. The parties agree that in the event that (1) Counter Availability
with respect to any of WDIG's web sites is less than [***] during any calendar
week or (2) Viewer Availability with respect to any of WDIG's Accounts is at or
below [***] in any particular week, WDIG shall have the right to terminate this
Agreement upon one week's notice to WSS with such notice being sent no later
than 30 days after the end of week during which the Downtime occurred. The
Service Credits shall be the limit of WSS' liability for the non-availability of
the Services or any other failures of the Service. The parties agree that the
foregoing sentence shall not be deemed to limit the exception set forth in the
first sentence of Section 10.1 of the Agreement or to limit any of WDIG's
termination rights set forth herein.

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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                                    EXHIBIT E

                              AVAILABLE STATISTICS

                                     [***]

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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                                    EXHIBIT F

                                WDIG COMPETITORS

[***]

     And the parents, subsidiaries, and affiliates of the foregoing.

This Exhibit F may be amended from time-to-time by WDIG providing written notice
to WSS.

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                                                              40

Source: OneCLE Business Contracts.