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Published: 2008-03-26

Employment Agreement - DoubleClick Inc., Abacus Direct Corp. and Christopher M. Dice



                              EMPLOYMENT AGREEMENT

                  EMPLOYMENT AGREEMENT dated as of November ___, 1999 (the
'Agreement') by and among DOUBLECLICK INC., a Delaware corporation with
principal offices located at 450 West 33rd Street, New York, New York
('DoubleClick'), and ABACUS DIRECT CORPORATION, a Delaware corporation (the
'Corporation'), and CHRISTOPHER M. DICE, having an address at
________________________________ ('Executive').

                              W I T N E S S E T H:

                  WHEREAS, Executive has been employed by the Corporation as its
President and Chief Operating Officer pursuant to an employment agreement dated
November 2, 1998, as amended (the '1998 Agreement');

                  WHEREAS, the Corporation has entered into an Agreement and
Plan of Merger and Reorganization dated June 13, 1999 with DoubleClick and
Atlanta Merger Corp. (the 'Merger Agreement') whereby the Corporation shall
become a wholly owned subsidiary of DoubleClick (the 'Initial Merger');

                  WHEREAS, the Corporation and DoubleClick intend that,
immediately following the Initial Merger, the Corporation shall be merged with
and into DoubleClick (together with the Initial Merger, the 'Merger');

                  WHEREAS, the Executive's continuing services are necessary to
maintain the value of the Corporation after the Merger; and

                  WHEREAS, this Agreement shall supersede and replace the 1998
Agreement.

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and intending to be legally bound hereby,
DoubleClick, the Corporation and Executive hereby agree as follows:

                  1.  Employment.

                  (a) Subject to the terms and conditions set forth in this
Agreement, the Corporation offers and the Executive hereby accepts employment,
effective as of the Effective Time of the Initial Merger (the 'Commencement
Date'), and DoubleClick offers and the Executive hereby accepts employment,
effective as of the effective time of the Merger. For purposes of this
Agreement, the 'Surviving Corporation' shall (i) from the Commencement Date
until the effective time of the Merger, be deemed to be the Corporation and (ii)
following the effective time of the Merger, shall be deemed to be DoubleClick.

                  (b) The Surviving Corporation hereby employs Executive as
President and Chief Operating Officer reporting directly to Kevin Ryan,
President of DoubleClick, or his successor. Executive shall be responsible for
overseeing the integration of the Corporation into DoubleClick's business
pursuant to the Merger, and shall have various management responsibilities and
duties consistent with his executive position and of such nature as are usually



 



associated with his office as may be designated from time to time by the Board
of Directors of the Surviving Corporation (the 'Board').

                  (c) Executive shall faithfully and diligently discharge his
duties hereunder and use his best efforts to implement the policies established
by the Board. Executive agrees to devote substantially all of his time and
attention to the rendering of services hereunder.

                  2.  Compensation.

                  (a) During the Term of Executive's employment hereunder, the
Surviving Corporation shall cause Executive to receive a base annual salary in
the amount of two hundred fifty thousand dollars ($250,000). Such base salary,
as from time to time increased, is hereafter referred to as the 'Base Salary'.
The Base Salary shall be payable in accordance with the present payroll
practices of the Surviving Corporation. In addition, Executive may receive such
additional compensation (in the form of bonuses, etc.) that the Board shall, in
the exercise of its good faith and reasonable discretion, determine.

                  (b) In addition to the salary described in Section 2(a) above,
for each fiscal or partial fiscal year of the Surviving Corporation during the
Term hereof, Executive shall be entitled to receive incentive compensation (as
described below) to be paid on or before the 90th day following the end of the
Surviving Corporation's fiscal year (a 'Fiscal Year'). Executive's entitlement
to incentive compensation for any fiscal year of the Surviving Corporation shall
be predicated upon successful accomplishment of annual business related
performance goals for the Surviving Corporation established by the Compensation
Committee of the Board. The incentive compensation under this subparagraph (b)
for any year shall not exceed one hundred percent (100%) of Executive's Base
Salary. The incentive compensation payable hereunder in respect of any period
constituting less than an entire Fiscal Year (a 'Partial Year') shall be (i)
based upon the Company's level of performance as of the first day of the month
in which the Date of Termination (as hereinafter defined) occurred, measured
against and in excess of the Company's budget as of the first day of such month
and, to the extent earned, (ii) shall be in an amount equal to the incentive
compensation which would be so payable if such period constituted the entire
Fiscal Year in which it occurs multiplied by a fraction, the numerator of which
shall be the number of days in such period and the denominator of which shall be
365.

                  (c) The parties intend that, on or about the Effective Time,
DoubleClick shall grant Executive stock options pursuant to its 1997 Stock
Incentive Plan, as amended, under terms and at a level reasonable in light of
Executive's duties and responsibilities and comparable with existing
arrangements with his peer executives at the Corporation and DoubleClick.

                  3.  Benefits, Etc. Executive shall be entitled to receive such
fringe benefits normally provided by the Surviving Corporation to executives in
his position (including disability coverage, vacation, sick leave, medical and
dental insurance, life insurance, participation in the Surviving Corporation's
401(k) Plan, incentive compensation plans and other benefits generally available
to senior executives of the Surviving Corporation at any time during the term of
this Agreement).

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                  4.  Term. Subject to earlier termination as hereinafter
provided, the original term of this Agreement shall commence on the Commencement
Date and shall continue in effect for a one (1) year period ending on the first
anniversary of the Commencement Date. The parties intend to negotiate in good
faith towards an agreement regarding terms and conditions of Executive's
employment with the Surviving Corporation continuing after the Term, it being
anticipated that Executive shall be offered employment terms consistent with the
Surviving Corporation's policies and practices applicable to its executives.

                  5.  Termination by The Surviving Corporation. The Surviving
Corporation shall have the right to terminate this Agreement for 'Disability',
'Cause' or without 'Cause'.

                  (a) Disability. If, as a result of Executive's incapacity due
to physical or mental illness, Executive shall have been absent from his duties
with the Surviving Corporation on a full-time basis for six (6) consecutive
months, and within thirty (30) days after written notice of termination is
given, Executive shall not have returned to the full time performance of
Executive's duties, the Surviving Corporation may terminate Executive's
employment by reason of his 'Disability.'

                  (b) Cause. Termination by the Surviving Corporation of
Executive's employment for 'Cause' shall mean termination as a result of: (i)
breach by Executive of any material provision of this Agreement; (ii) gross
negligence or willful misconduct of Executive in connection with the performance
of his duties under this Agreement, or Executive's willful refusal to perform
any of his material duties or responsibilities required pursuant to this
Agreement; (iii) Executive's misappropriation for personal use of assets or
business opportunities of the Surviving Corporation; (iv) Executive's
embezzlement of the Company's funds or property, or fraud on the part of
Executive; or (v) Executive's conviction of any Felony.

                  6.  Termination by Executive. (a) Executive shall be entitled
to terminate his employment (i) in the event that the Surviving Corporation
materially breaches any of its obligations hereunder and such breach continues
for thirty (30) days after the Surviving Corporation receives written notice
from Executive of such breach or (b) if there is a 'change in control' of the
Surviving Corporation.

                  For purposes of this Agreement, a 'change in control' of the
Surviving Corporation shall be deemed to have occurred if (a) any 'Person' (as
such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the 'Exchange Act')) is or becomes the 'beneficial owner' (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Surviving Corporation representing forty percent (40%) or more
of the combined voting power of the Surviving Corporation's then outstanding
securities; or (b) the Board shall approve a sale of all or substantially all
the assets of the Surviving Corporation unless the Executive is a member of the
Board of Directors who affirmatively votes in favor of such sale transaction
giving rise to the 'change in control'.

                  In the event that Executive becomes entitled to terminate his
employment hereunder by reason of the occurrence of a 'change in control' of the
Surviving Corporation or for any reason other than a 'change in control',
Executive shall be entitled to terminate his employment immediately after the
occurrence of the event giving rise to such right, which right

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shall continue for a period of four (4) months from the date of such occurrence.
The Merger shall be considered a 'change in control' for purposes of this
paragraph and paragraph 9 only if DoubleClick breaches its obligations under
Section 2(c) above.

                  7.  Notice of Termination. Any purported termination by the
Surviving Corporation or by Executive shall be communicated by written Notice of
Termination to the other party hereto in accordance with Section 13 hereof. For
purposes of this Agreement, a 'Notice of Termination' shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

                  8.  Date of Termination, Etc. 'Date of Termination' shall mean
(a) if Executive's employment is terminated by the Surviving Corporation for
Cause, the date specified in the Notice of Termination, which date shall be no
earlier than the date of such Notice; (b) if Executive's employment is
terminated by the Surviving Corporation for Disability, thirty (30) days after
Notice of Termination is given (provided that Executive shall not have returned
to the performance of his duties an a full-time basis during such thirty (30)
day period); (c) if Executive's employment is terminated by the Surviving
Corporation without Cause, the date specified in the Notice of Termination,
which date shall be no earlier than the date that such notice is deemed given;
(d) if Executive's employment is terminated by Executive for any of the reasons
specified in Section 6, such date as Executive shall specify in Executive's
Notice of Termination, which date shall be no less than thirty (30) days after
such Notice of Termination is given. 

                  9.  Compensation Upon Termination, During Disability, Death or
in the Event of a Change in Control.

                  (a) In addition to any benefits to which Executive is entitled
under any insurance program or pension or benefit plan then in effect, or any
stock plan or restricted stock agreement, in lieu of all other payments of
salary or other compensation to which Executive would otherwise be entitled
hereunder, Executive shall be entitled to the following (and, if terminated for
any reason whatsoever, shall in no event be entitled to receive salary for the
balance of the remaining Term):

                          (i) If Executive's employment shall be terminated for
                          Cause, the Surviving Corporation shall pay his full
                          Base Salary through the Date of Termination at the
                          rate in effect at the time Notice of Termination is
                          given and the Surviving Corporation shall have no
                          further obligations to Executive under this Agreement
                          unless it shall be finally determined by a court of
                          competent jurisdiction that such purported termination
                          for Cause was not justified or was inappropriate in
                          the circumstances.

                          (ii) If Executive's employment with the Surviving
                          Corporation shall be terminated other than in
                          anticipation of or in connection with a 'change in
                          control' (A) by the Surviving Corporation without
                          Cause, (B) by Executive for any of the reasons
                          specified in clause (a) of the first paragraph of

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                          Section 6 hereof, or (C) at the expiration of this
                          Agreement by virtue of it not being renewed, in lieu
                          of any further salary payments to Executive for
                          periods subsequent to the Date of Termination
                          (including any payments relating to any bonus or
                          incentive compensation), Executive shall be entitled
                          to receive a severance payment in an amount equal to
                          twelve (12) months of the Base Salary then in effect
                          and incentive compensation, if earned, on a pro-rata
                          basis, which severance shall be paid either in
                          accordance with the Surviving Corporation's customary
                          payroll practices or in a lump sum, upon expiration of
                          such term, as Executive may elect, subject, in either
                          case, to normal payroll deductions.

                          (iii) If Executive's employment with the Surviving
                          Corporation shall be terminated by Executive or by the
                          Surviving Corporation upon or within four (4) months
                          following a 'change in control' pursuant to clause (b)
                          of the first paragraph of Section 6 hereof, then
                          Executive shall be entitled to the benefits provided
                          below:

                                            (A) the Surviving Corporation shall
                                            pay Executive his full Base Salary
                                            through the Date of Termination at
                                            the rate in effect at the time
                                            Notice of Termination is given;

                                            (B) In lieu of any further salary
                                            payments to Executive for periods
                                            subsequent to the Date of
                                            Termination (including any payments
                                            relating to any bonus or incentive
                                            compensation), the Surviving
                                            Corporation shall pay, as severance
                                            pay to Executive, not later than the
                                            fifth (5th) day following the Date
                                            of Termination, a lump-sum severance
                                            payment in an amount equal to the
                                            sum of (x) twenty-four (24) months
                                            of the Base Salary then in effect
                                            and (y) an amount equal to two (2)
                                            times any incentive compensation
                                            earned in the most recently
                                            completed fiscal year of the
                                            Surviving Corporation.

                  (b) For a twelve (12) month period after such termination,
other than for Cause, the Surviving Corporation shall arrange to provide
Executive and, to the extent practicable, his family with life, disability and
health insurance benefits substantially similar to those which Executive is
receiving immediately prior to the Notice of Termination.

                  (c) Anything in this Agreement to the contrary
notwithstanding, in the event that any payment and the value of any benefit,
including the vesting of options or restricted stock, received or to be received
by Executive upon a change in control (collectively, a 'Payment') would result
in all or a portion of such Payment being subject to excise tax under Section
4999 of the Internal Revenue Code ('Section 4999') , then Executive's Payment
shall be either (A) the full Payment or (B) the maximum amount which would
result in no portion of the Payment being subject to excise tax under Section
4999, whichever of the foregoing amounts specified in subparagraphs (A) or (B)
above, taking into account the applicable Federal, state, and local employment
taxes, income taxes, and the excise tax imposed by Section 4999 (and also

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taking into account Executive's particular tax circumstances and filing status),
results in the receipt by Executive of the greatest amount notwithstanding that
all or some portion of such amount may be taxable under Section 4999; provided,
however, that Executive will be entitled to receive the full Payment only if the
after tax amounts of the full payment described in subparagraph (A) above exceed
the after tax amount resulting from the amount described in subparagraph (B)
above by at least ten thousand dollars ($10,000). In the event that the Payment,
or any portion of the Payment, is reduced pursuant to this Section to the amount
described in subparagraph (B) above, the present value of the amount to be
received by Executive (for purposes of Section 280G of the Internal Revenue
Code) must be reduced in such a way that the total amount to be received by
Executive (without regard to present value principles) is maximized. All
computations required to be made under this Section shall be made by a
nationally recognized accounting firm which is the Surviving Corporation's
outside auditor at the time of such determination (the 'Accounting Firm'). The
Surviving Corporation shall cause the Accounting Firm to provide detailed
supporting calculations of the amounts described herein to the Surviving
Corporation and Executive as soon as is practicable after an event entitling
Executive to a Payment hereunder. The Executive may accept, but shall not be
bound to accept, the computations made by the Accounting Firm and shall have the
right to challenge any such computations in litigation or otherwise.

                  10. Intellectual Property Rights. All rights in inventions,
designs and intellectual property (including, without limitation, in patents,
copyrights, trade marks, registered designs, design rights and know-how) to
which Executive may become entitled by reason of activities in the course of
Executive's employment shall vest automatically in the Surviving Corporation and
Executive shall, at the request and expense of the Surviving Corporation,
provide the Surviving Corporation with all information, drawings and documents
requested by the Surviving Corporation and execute such documents and do such
things as may be required by the Surviving Corporation to evidence such vesting.
The provisions of this Section 10 shall survive the termination of this
Agreement.

                  11. Non-Competition and Non-Disclosure. The parties hereto
each acknowledge and agree that, concurrently with this Agreement, they will
enter into a Non-competition and Non-disclosure Agreement ('Non-Disclosure
Agreement') and that such Non-Disclosure Agreement shall remain in full force
and effect throughout the Term hereof and shall survive the termination of this
Agreement. A copy of the Non-Disclosure Agreement is attached hereto as Exhibit
A. Executive acknowledges that the provisions of the Non-Disclosure Agreement
are fair and reasonable and necessary to protect the good will and interest of
the Surviving Corporation and its subsidiaries and shall constitute separate and
severable undertakings given for the benefit of each of the Surviving
Corporation and each subsidiary and may be enforced by the Surviving Corporation
on behalf of any of them.

                  12. Successors; Binding Agreement.

                  (a) The Surviving Corporation will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Surviving
Corporation to expressly assume and agree to perform this Agreement in the
manner and to the same extent that the Surviving Corporation would be required
to perform it if no such succession had taken place. Failure of the Surviving

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Corporation to obtain such assumption and agreement prior to the effectiveness
of any such succession shall be a breach of this Agreement, and for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. As used in this Agreement,
'the Corporation' shall mean the Corporation as hereinbefore defined and any
successor to its business and/or assets, as aforesaid, which assumes and agrees
to perform this Agreement by operation of law, or otherwise.

                  (b) This Agreement shall inure to the benefit of and be
enforceable by the Surviving Corporation, its successors and assigns, and by
Executive, his personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Executive should die
all Base Salary and incentive compensation earned by Executive prior to his
death, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to his devisee, legatee or other designee or, if there
is no such designee, to Executive's estate.

                  13. Notice. For purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered by hand, telecopied (receipt
acknowledged) or mailed by United States registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth on
the first page of this Agreement, provided that all notices to the Surviving
Corporation shall be directed to the attention of the Board with a copy to the
Secretary of the Surviving Corporation and to DoubleClick, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.

                  14. Miscellaneous. All terms in this Agreement not
specifically defined herein shall be defined as in the Merger Agreement. No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to, in writing, and signed by
Executive and such officer of the Surviving Corporation as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement. Each party
acknowledges that the services to be rendered under this Agreement are unique
and of extraordinary character, and in the event of a breach by either party of
any of the terms of this Agreement, the other party shall be entitled, if it so
elects, to institute and prosecute proceedings in any court of competent
jurisdiction, either at law or in equity, to obtain damages for any breach of
the terms and provisions hereunder, to enforce specific performance by the
breaching party of its obligations hereunder and to enjoin the breaching party
from acting in violation of this Agreement. Such remedies are in addition to
those otherwise available at law or in equity to the Surviving Corporation. The
validity, interpretation, construction and performance of this Agreement shall
be governed by the internal laws of the State of New York (other than the choice
of law principles thereof).

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                  15. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.

                  16. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

                  17. Prior Agreement. Upon the effectiveness of this Agreement,
all prior agreements, including, but not limited to, the 1998 Agreement, between
Executive and the Corporation will be terminated and of no further force and
effect.

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         IN WITNESS WHEREOF, the undersigned have executed and delivered this
Employment Agreement on the date first above written.

                                DOUBLECLICK INC.

                                By: _____________________________
                                    Name:
                                    Title:

                                ABACUS DIRECT CORPORATION

                                By: _____________________________
                                    Name:
                                    Title:

                                EXECUTIVE

                                By: _____________________________
                                    Name: Christopher M. Dice

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                                    EXHIBIT A

                               ABACAUS CORPORATION

                  NON-COMPETITION AND NON-DISCLOSURE AGREEMENT

         This agreement is made this _____ day of November, 1999, by and between
Abacus Direct Corporation and its parents, subsidiaries and affiliates,
including, but not limited to, DoubleClick Inc. ('DoubleClick') (hereafter
referred to collectively as the 'Corporation', and individually as 'entities' of
the Corporation); and Christopher M. Dice (hereafter 'Executive').

                                   WITNESSETH:

         WHEREAS, the parties hereto acknowledge that, as between them, the
Proprietary Information (as defined below) is important, material and will
affect the successful conduct of the business and operations of the Corporation.

         NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter contained, the parties hereto agree as follows:

                                   DEFINITIONS

         1. The term 'Proprietary Information' shall mean (i) trade secrets,
including, but not limited to, all Corporation-owned designs, formulae,
drawings, diagrams and client data employed by the Corporation in developing
databases by consolidating unaffiliated direct mail response lists, contributed
by the list owners, into one or more master files to be used in developing
software or software algorithms for the purpose of predicting the relative
performance of various segments of said types of master files in the direct mail
applications of its clients and the fulfilling of said segments for its clients;
(ii) the names of any customers, the Corporation's marketing strategies, the
names of its vendors and suppliers, the costs of materials and labor, the prices
obtained for services sold (including the methods used in price



 



determination, manufacturing and sales costs), lists or other written records
used in the Corporation's business, compensation paid to employees and
consultants and other terms of employment, production operation techniques or
any other confidential information of, about or pertaining to the business of
the Corporation, or any of the Corporation's entities, individually or in any
combination, including, but not limited to, information regarding DoubleClick
network affiliates or advertisers, DART technology or services, and closed loop
marketing solutions, and (iii) all Proprietary Information listed in (i) and
(ii) above as well as any tangible material that embodies such Proprietary
Information such as notebooks, drawings, documents, memoranda, reports, files,
samples, books, computer programs, correspondence, lists or other written and
graphic records that affect or relate to the business of the Corporation, and
(iv) all Proprietary Information listed in (i), (ii) and (iii) of the
Corporation's clients or customers obtained by Executive during his association
with the Corporation. Said Proprietary Information shall cease to be considered
proprietary should it become public knowledge or contain only information
available in the public domain other than through a breach of this Agreement.

                             COVENANT NOT TO COMPETE

         2. Executive agrees that he will not, during the course of his
employment by or service to the Corporation, (including any current or future
employment of him by the Corporation) and for a period of one (1) year
commencing upon the expiration of his service or employment, individually or on
behalf of persons not now parties to this Agreement, or as a partner,
stockholder, director, officer, principal, agent, employee, or in any other
capacity or relationship: (i) engage in any business or employment for, or aid,
consult or endeavor to assist any business or legal entity that competes with
(a) any of the products or services offered by the Corporation or any of the
Corporation's entities; or (b) any product or service in development by the
Corporation or any of the Corporation's entities as of the date of this
Agreement; or (c) any

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product or service launched by the Corporation or any of the Corporation's
entities within one (1) year after the date of this Agreement; including, but
not limited to, any business or legal entity engaged in developing databases by
consolidating unaffiliated direct mail response lists, contributed by the list
owners, into one or more master files to be used in developing software or
software algorithms for the purpose of predicting the relative performance of
various segments of said types of master files in the direct mail applications
of its clients and the fulfilling of said segments for its clients, or any
business or legal entity engaged in providing Internet advertising products,
services or solutions, and excluding from said businesses or legal entities list
maintenance, list marketing, list brokerage and general direct marketing
analysis and consulting. Together the business and operations set forth above
are hereafter known as the Business of the Corporation. The Corporation and
Executive acknowledge the reasonableness of the worldwide geographic area and
duration of time which are part of said covenant.

                          NON-SOLICITATION OF CUSTOMERS

         3. Unless waived in writing by the Corporation, Executive further
agrees that he will not, during the course of his service to or employment by
the Corporation and for one (1) year thereafter, solicit the trade or patronage
of any of the customers or known prospective customers of the Corporation, or
any of its entities, or of anyone who has heretofore traded and dealt with the
Corporation, or any of its entities, regardless of the location of such
customers or prospective customers, if such trade or patronage relates to the
Proprietary Information or Business of the Corporation as defined above and
excluding list maintenance list marketing, list brokerage and general direct
marketing analysis and consulting. For the purposes of this paragraph,
'customers' includes, without limitation, DoubleClick network affiliates and
advertisers.

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             NON-SOLICITATION OF OTHER EMPLOYEES AND/OR CONSULTANTS

         4. Executive agrees that he will not, during the course of his service
to the Corporation (including any current or future employment of him by the
Corporation) and for a period of one (1) year commencing upon the expiration of
his service or employment, individually or on behalf of persons not now parties
to this Agreement, aid or endeavor to solicit or induce any other employee,
employees, consultant and/or consultants of the Corporation, or any of its
entities, to leave their employment with the Corporation in order to accept a
position of any kind with any other person, firm, partnership or corporation.

                             NON-DISCLOSURE/NON-USE

         5. Executive agrees that he will not, without the written consent of
the Chief Executive Officer of DoubleClick, during the course of his service to
the Corporation (including any current or future employment of him by the
Corporation) or thereafter, (i) divulge, disclose or communicate to any person,
firm, corporation or other entity, the Proprietary Information or (ii) use any
of the Proprietary Information.

                                   ASSIGNMENT

         6. Executive acknowledges that certain Business of the Corporation and
Proprietary Information are unique to the Corporation and are of such nature to
give the Corporation a distinct competitive advantage. Exeutive therefore agrees
that all results of his work specifically for the Corporation shall be the
exclusive property of the Corporation.

                               BREACH OF COVENANTS

         7. In the event suit is instituted to enforce any provision of this
Agreement, the prevailing party shall be entitled to costs thereof including
court costs and reasonable attorney's fees. The provisions of paragraphs 1
through 7, inclusive, shall survive the termination of this Agreement except in
those cases excepted in the provisions of this Agreement.

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                       NECESSARY AND REASONABLE COVENANTS

         8. (a) Executive acknowledges and agrees that as a founder and major
stockholder of Abacus Direct Corporation he has gained and will gain access to
the Proprietary Information, including DoubleClick's Proprietary Information,
and has discovered and will discover opportunities which comprise a set of
skills and information specifically suited to the operation of an entity engaged
in the same business as the Corporation, and its entities, including, without
limitation, DoubleClick, and that use of such skills and experience for any
other directly competing entity could destroy or damage the Business of the
Corporation.

            (b) Executive further acknowledges that his knowledge of the
Proprietary Information would cause him, if he were employed by, an agent for,
or a consultant to any other entity engaged in the same business as the
Corporation for the purpose of functioning in the same business as the
Corporation, to inherently make decisions, form judgments and take actions that
would use the Proprietary Information.

            (c) Executive further acknowledges that the market for the
Corporation's goods and services has no geographic limitations since such goods
and services may be used throughout the world and that, under such
circumstances, it is reasonable, fair and appropriate that the covenant not to
compete have no territorial limitations.

            (d) Executive acknowledges that the time period restrictions
contained herein are fair, equitable and reasonable periods of time under the
circumstances.

                                WAIVER OF BREACH

         9. The waiver by either party of any breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
by the other party.

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                                 BINDING EFFECT

         10. This Agreement is binding upon, and inures to the benefit of, the
parties hereto and their successors, heirs, legal representatives and assigns,
but neither this Agreement nor any rights hereunder may be assigned by either
party without the prior written consent of the other party.

                                   AMENDMENTS

         11. No amendment or supplement to this Agreement shall be made except
in a writing executed by both parties.

                         NO RULE OF STRICT CONSTRUCTION

         12. The language contained herein shall be deemed to be that approved
by all parties hereto and no rule of strict construction shall be applied
against any party hereto.

                 INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION

         13. The provisions of this Agreement are severable, and should any of
its provisions, clauses, or portions thereof be deemed invalid and of no force
and effect, then only that provision, clause, or portion thereof shall fail and
the remainder of this Agreement shall be in full force and effect.

                                  GOVERNING LAW

         14. This Agreement shall be governed by the laws of New York (except as
to choice of law) both as to interpretation and performance.

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         IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first above written.

                                DOUBLECLICK INC.

                                By: _________________________________
                                    Name:
                                    Title:

                                ABACUS DIRECT CORPORATION

                                By: _________________________________
                                    Name:
                                    Title:

                                CHRISTOPHER M. DICE

                                By: _________________________________
                                    Christopher M. Dice


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