Adserver License Agreement - NetGravity Inc. and NetZero Inc.


                     NETGRAVITY ADSERVER LICENSE AGREEMENT

     This Agreement is made and entered into as of this 28th day of August, 
1998 ("Effective Date") by and between NetGravity, Inc., a Delaware 
corporation, having its principal place of business at 1700 S. Amphlett 
Blvd., Suite 350, San Mateo, CA 94402 ("NetGravity") and the entity at the 
location listed on Exhibit A hereto ("Licensee").
                                       
                                   RECITALS

A.   NetGravity is the owner of proprietary Internet web site advertising 
sales and management software products.

B.   Licensee wishes to obtain a license to use such software on the terms 
and conditions of this Agreement.

     NOW, THEREFORE, for good and valuable consideration, the parties hereby 
agree as follows:

1.   DEFINITIONS

     The following terms shall have the following meanings:

1.1  "SOFTWARE" means the proprietary Internet web site advertising sales and 
management software program developed by NetGravity known as AdServer which 
is comprised of the Program Components, in object code form only, and any 
updates and upgrades as may be issued to Licensee by NetGravity after the 
Effective Date.

1.2  "PROGRAM COMPONENT(S)" means the AdManager component, AdServer 
component, the AdClient component, the AdConsole component, and the AdInsight 
Server as further described on Exhibit A.

1.3  "SITE(S)" means Licensee's site or sites on the World Wide Web.

2.   GRANT OF RIGHTS

2.1  GRANT OF LICENSE.  Subject to the terms and conditions of this 
Agreement, NetGravity hereby grants to Licensee a perpetual, worldwide, 
nonexclusive, nontransferable (except in accordance with Section 12.1) 
license, to install and use the number of copies of each Program Component of 
the Software licensed as indicated on Exhibit A internally to manage 
advertising on the Site(s).  Licensee may make backup copies of the Software 
for archival or disaster recovery purposes.

2.2  RESTRICTIONS.  The license granted herein is granted solely to the 
person or entity set forth on Exhibit A, and not, by implication or 
otherwise, to any parent, subsidiary or affiliate of such person or entity.  
No right is granted hereunder to use the Software to perform advertising 
management services for third parties (so-called "service bureau" uses).  All 
rights not expressly granted hereunder are reserved to NetGravity.  Licensee 
may not copy, distribute, reproduce, use or allow access to the Software 
except as explicitly permitted under this Agreement, and Licensee will not 
modify, adapt, translate, prepare derivative works from, decompile, reverse 
engineer, disassemble or otherwise attempt to derive source code from the 
Software or any internal data files generated by the Software. Licensee shall 
not remove, obscure, or alter NetGravity's copyright notice, trademarks, or 
other proprietary rights notices affixed to or contained within the Software.

2.3  OWNERSHIP.  NetGravity owns and shall retain all right, title, and 
interest in and to the Software, including all copyrights, patents, trade 
secret rights, trademarks and other intellectual property rights therein.   
Licensee shall provide NetGravity with access to Licensee's facilities, at 
reasonable times and upon reasonable notice, to verify Licensee's compliance 
with the terms of this Agreement.

3.   DELIVERY OF THE SOFTWARE

3.1  DELIVERY.  As soon as practicable following the Effective Date, 
NetGravity shall deliver the Software electronically or by other means 
mutually agreed upon to Licensee at the location(s) set forth on Exhibit A.

3.2  INSTALLATION AND TRAINING.  As soon as practicable following the 
delivery of the Software, NetGravity will provide reasonable assistance to  
Licensee by telephone and e-mail in installing the Software.  At Licensee's 
request, on-site installation assistance and training may be provided at 
NetGravity's standard rates, plus reasonable travel expenses.

4.   FEES

4.1  LICENSE FEE.  In consideration for the rights granted hereunder, 
Licensee shall pay NetGravity license fees in the amounts and on the payment 
terms set forth on Exhibit A.

4.2  TAXES.  Licensee shall be responsible for all sales taxes, use taxes and 
any other similar taxes imposed posed by any federal, state or local 
governmental entity on the transactions contemplated by this Agreement, 
excluding U.S. taxes based upon NetGravity's income.  When NetGravity has the 
legal obligation to pay or collect such taxes, the appropriate amount shall 
be invoiced to and paid by Licensee unless Licensee provides NetGravity with 
a valid tax exemption certificate authorized by the appropriate taxing 
authority.

4.3  U.S. DOLLARS.  All fees quoted and payments made hereunder shall be in 
U.S. Dollars.

                                       1


                     NETGRAVITY ADSERVER LICENSE AGREEMENT

5.   NETGRAVITY SUPPORT

At Licensee's request, NetGravity will offer maintenance and technical 
support with respect to the Software under its then current standard Software 
Maintenance Subscription and Support Agreement, a copy of which is attached 
as Exhibit B.

6.   WARRANTY AND DISCLAIMER

NetGravity warrants that for a period of forty-five (45) days following the 
delivery of the Software:  (i) the Software shall operate substantially in 
accordance with the then current documentation for such Software and (ii) the 
media on which the Software is furnished shall be free from defects in 
materials and faulty workmanship under normal use.  NetGravity does not 
warrant that the Software will meet all of Licensee's requirements or that 
the use of the Software will be uninterrupted or error-free.  NetGravity's 
sole obligation under this warranty is to use reasonable efforts to correct 
any non-conforming Software.  Except as expressly provided herein, NETGRAVITY 
LICENSES THE SOFTWARE TO LICENSEE ON AN "AS IS" BASIS.  NETGRAVITY MAKES NO 
OTHER WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, 
OR OTHERWISE INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR 
CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE, AND NONINFRINGEMENT.

7.   INDEMNIFICATION

7.1  BY NETGRAVITY.  NetGravity shall indemnify, defend and hold harmless 
Licensee from any and all damages, liabilities, costs and expenses (including 
reasonable attorneys' fees) incurred by Licensee as a result of any claim 
that the Software, when used within the scope of this Agreement, infringes 
any copyright, trademark, or trade secret of any third party;  provided that 
Licensee promptly notifies NetGravity in writing of any such claim and 
promptly tenders the control of the defense and settlement of any such claim 
to NetGravity at NetGravity's expense and with NetGravity's choice of 
counsel.  Licensee shall cooperate with NetGravity, at NetGravity's expense, 
in defending or settling such claim and Licensee may join in defense with 
counsel of its choice at its own expense. If the Software is, or in the 
opinion of NetGravity may become, the subject of any claim for infringement 
or if it is adjudicatively determined that the Software infringes then 
NetGravity may, at its option and expense, either (i) procure for Licensee 
the right from such third party to use the Software or (ii) replace or modify 
the Software with other suitable and reasonably equivalent products so that 
the Software become noninfringing or (iii) if (i) and (ii) are not 
practicable, terminate this Agreement.

7.2  EXCLUSIONS.  NetGravity shall have no liability for any infringement 
arising from (i) the use of other than the then-current, commercially 
available version of the Software; (ii) the use of the Software other than as 
set forth in its accompanying documentation; (iii) the modification of the 
Software unless such modification was made or authorized by NetGravity, when 
such infringement would not have occurred but for such modification; or (iv) 
the combination or use of the Software with other software, hardware or other 
products not approved by NetGravity in advance if such infringement would 
have been avoided by the use of the Software not in such combination.  THIS 
SECTION 7 STATES NETGRAVITY'S ENTIRE OBLIGATION WITH RESPECT TO ANY CLAIM 
REGARDING THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

7.3  BY LICENSEE.  Licensee shall indemnify, hold harmless and defend 
NetGravity from and against any and all claims, liabilities, damages and 
expenses (including reasonable attorneys' fees) incurred by NetGravity as a 
result of any breach by Licensee of this Agreement; provided that NetGravity 
promptly notifies Licensee in writing of any such claim and promptly tenders 
to Licensee the control and defense and settlement of such claim at 
Licensee's expense and with Licensee's choice of counsel.  NetGravity shall 
cooperate with Licensee, at Licensee's expense, in defending or settling such 
claim and NetGravity may join in defense with counsel of its choice at its 
own expense.

8.   LIMITATION OF LIABILITY

IN NO EVENT WILL NETGRAVITY'S LIABILITY ARISING OUT OF THIS AGREEMENT OR THE 
USE OR PERFORMANCE OF THE SOFTWARE EXCEED THE SUM OF THE LICENSE FEES 
ACTUALLY PAID BY LICENSEE HEREUNDER.  IN NO EVENT SHALL EITHER PARTY HAVE ANY 
LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF 
SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL 
DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT 
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; PROVIDED, 
HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO ANY BREACH BY LICENSEE OF 
THE LICENSE RESTRICTIONS OR ITS CONFIDENTIALITY OBLIGATIONS.  THE PARTIES 
AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISK.

                                       2


                     NETGRAVITY ADSERVER LICENSE AGREEMENT

9.   CONFIDENTIALITY

9.1  DEFINITION.  The term "Confidential Information" shall mean any 
information disclosed by one party to the other party in connection with 
this Agreement which is disclosed in writing, orally or by inspection and is 
identified as "Confidential" or "Proprietary" or which a party has reason to 
believe is treated as confidential by the other party.  Any information, in 
whatever form, disclosed by NetGravity that relates to the Software and that 
is not publicly known is "Confidential Information."

9.2  OBLIGATION.  Each party shall treat as confidential all Confidential 
Information received from the other party, shall not use such Confidential 
Information except as expressly permitted under this Agreement, and shall not 
disclose such Confidential Information to any third party without the other 
party's prior written consent.  Each party shall  take reasonable measure to 
prevent the disclosure and  unauthorized use of  Confidential Information of 
the other party.

9.3  EXCEPTIONS.  Notwithstanding the above, the restrictions of this Section 
shall not apply to information that:

     a)  was independently developed by the receiving party without any use 
of the Confidential Information of the other party and by employees or other 
agents of (or independent contractors hired by) the receiving party who have 
not been exposed to the Confidential Information;

     b)  becomes known to the receiving party, without restriction, from a 
third party without breach of this Agreement and who had a right to disclose 
it;

     c)  was in the public domain at the time it was disclosed or becomes in 
the public domain through no act or omission of the receiving party;

     d)  was rightfully known to the receiving party, without restriction, 
at the time of disclosure; or

     e)  is disclosed pursuant to the order or requirement of a court, 
administrative agency, or other governmental body; provided, however, that 
the receiving party shall provide prompt notice thereof to the other party 
and shall use its reasonable best efforts to obtain a protective order or 
otherwise prevent public disclosure of such information.

10.  TERM AND TERMINATION

10.1 TERM.  The term of this Agreement shall commence on the Effective Date 
and shall continue in force until terminated as follows:

     a)  If Licensee fails to make any payment due within thirty (30) days 
after receiving written notice from NetGravity that such payment is 
delinquent, NetGravity may terminate this Agreement on written notice to 
Licensee at any time following the end of such thirty (30) day period.

     b)  If either party materially breaches any term or condition of this 
Agreement and fails to cure that breach within thirty (30) days after 
receiving written notice of the breach, the nonbreaching party may terminate 
this Agreement on written notice at any time following the end of such thirty 
(30) day period.

     c)  This Agreement shall terminate immediately upon notice in the event 
Licensee becomes insolvent (i.e., becomes unable to pay its debts in the 
ordinary course of business as they come due) or makes an assignment of this 
Agreement for the benefit of creditors.

10.2 SURVIVAL.  The following sections shall survive the termination, for any 
reason, of this Agreement: 4, 6, 7, 8, 9, 10, and 12.

10.3 REMEDIES.  Licensee acknowledges that its breach of Section 2.2 or 9 
would cause irreparable harm to NetGravity, the extent of which would be 
difficult to ascertain.  Accordingly, Licensee agrees that, in addition to 
any other remedies to which NetGravity may be legally entitled, NetGravity 
shall have the right to obtain immediate injunctive relief in the event of a 
breach of such sections by Licensee or any of its officers, employees, 
consultants or other agents.

11.  EXPORT REGULATIONS

Without affecting the scope of the license granted herein, in the event 
Licensee is permitted to transfer the Software to any location outside the 
United States under this Agreement, Licensee hereby agrees it will comply 
with all applicable United States export laws and regulations.

12.  MISCELLANEOUS.

12.1 ASSIGNMENT.  Licensee may not assign any of its rights or delegate any of 
its obligations under this Agreement, whether by operation of law or 
otherwise, without the prior express written consent of NetGravity.  Subject 
to the foregoing, this Agreement will bind and inure to the benefit of the 
parties, their respective successors and permitted assigns.

12.2 WAIVER AND AMENDMENT.  No modification, amendment or waiver of any 
provision of this Agreement shall be effective unless in writing and signed 
by the party to be charged.  No failure or delay by either party in 
exercising any right, power, or remedy under this Agreement, except as 

                                       3

                     NETGRAVITY ADSERVER LICENSE AGREEMENT

specifically provided herein, shall operate as a waiver of any such right, 
power or remedy.

12.3  GOVERNING LAW; ARBITRATION.  This Agreement shall be governed by the laws 
of the State of California, USA, excluding conflict of laws provisions and 
excluding the 1980 United Nations Convention on Contracts for the 
International Sale of Goods.  Any disputes arising out of this Agreement 
shall be resolved by binding arbitration in Santa Clara County California in 
accordance with the rules of the American Arbitration Association.   The 
arbitrator shall have the power to grant injunctive relief.

12.4  NOTICES.  All notices, demands or consents required or permitted under 
this Agreement shall be in writing.  Notice shall be considered effective on 
the earlier of actual receipt or  (a) the day following transmission if sent 
by facsimile followed by written confirmation by registered overnight carrier 
or certified United States mail; or (b) one (1) day after posting when sent 
by registered private overnight carrier (e.g.,  DHL, Federal Express, etc.); 
or (c) five (5) days after posting when sent by certified United States mail. 
Notice shall be sent to the NetGravity at the addresses set forth on the 
first page of this Agreement and to Licensee at the address set forth on 
Exhibit A, or at such other address as shall be given by either party to the 
other in writing.   Notices to NetGravity shall be addressed to the attention 
of Contracts Administrator.

12.5  INDEPENDENT CONTRACTORS.  The parties are independent contractors.  
Neither party shall be deemed to be an employee, agent, partner or legal 
representative of the other for any purpose and neither shall have any right, 
power or authority to create any obligation or responsibility on behalf of 
the other.

12.6  SEVERABILITY.  If any provision of this Agreement is held by a court of 
competent jurisdiction to be contrary to law, such provision shall be changed 
and interpreted so as to best accomplish the objectives of the original 
provision to the fullest extent allowed by law and the remaining provisions 
of this Agreement shall remain in full force and effect.

12.7  COMPLETE UNDERSTANDING.  This Agreement, including all Exhibits 
attached hereto, constitutes the final, complete and exclusive agreement 
between the parties with respect to the subject matter hereof, and supersedes 
any prior or contemporaneous agreement.

12.8  FORCE MAJEURE.  Except for Licensee's obligations to pay NetGravity 
hereunder, neither party shall be liable to the other party for any failure 
or delay in performance caused by reasons beyond its reasonable control.

12.9  PURCHASE ORDERS. This Agreement shall control Licensee's use of the 
Software.  All different or additional terms or conditions in any Licensee 
purchase order or similar document shall be null and void.

12.10 EXECUTION.  The parties have shown their acceptance of this Agreement 
by causing it to be executed below by their duly authorized representatives.  
This agreement may be executed in counterparts which together shall 
constitute one agreement, and each party agrees that a copy of a counterpart 
executed by it and sent to the other by any method including without 
limitation facsimile shall constitute acceptance of this Agreement.

                                  NETGRAVITY

                                  By: /s/ Chris J. Krook
                                      ------------------------------------
                                  Name: /s/ Chris J. Krook
                                        ----------------------------------
                                  Title: Corporate Controller
                                         ---------------------------------


                                  "LICENSEE"

                                  By: /s/ Ronald T. Burr
                                      ------------------------------------
                                  Name: Ronald T. Burr
                                        ----------------------------------
                                  Title: CEO 
                                         ---------------------------------

                                       4


                                   EXHIBIT A

    LICENSEE:     NetZero 
                  P.O Box 5365 
                  Glendale, CA 91221

    Attention: License Administrator:  Ronald Burr 818-673-4900

    ADSERVER SOFTWARE LICENSED COMPONENTS:

    PROGRAM COMPONENTS DESCRIPTION:

    The Admanager component contains the user interface and management 
database.  The Adserver is a server application responsible for delivering 
advertisements. The AdClient component is the technology that integrates with 
web server software to receive ads from the ad server.  The AdConsole 
component serves as a report publishing platform to advertisers and agencies.




          PROGRAM COMPONENT                LICENSED NUMBER OF COPIES
          -----------------                -------------------------
                                        
              AdManager                              1
              AdServer                               2
              AdClient                               2
              AdConsole                              1
           AdInsight Server                          1



*   Licensee shall have the right to copy the right to copy the AdServer for 
    AdInsight (reporting) purposes.  This additional copy of AdServer shall not 
    be used for additional adserving capability.

SureStart Deployment Package: 

     Plus related travel expenses

TOTAL PACKAGE PRICE:  [***]

CONSULTING:  [***]

FEES DUE:    [***] (price good through September 15, 1998)

PAYMENT TERMS:

     Payment is due Net 30 days from the Effective Date

--------------
[***]  Confidential treatment has been requested for the bracketed portions. 
       The confidential redacted portion has been omitted and filed separately 
       with the Securities and Exchange Commission.

                                       1

                                       
                                   EXHIBIT B

DATE OF THIS AGREEMENT: AUGUST 28, 1998

                 SOFTWARE SUBSCRIPTION AND SUPPORT AGREEMENT

                                    BETWEEN

                                NETGRAVITY, INC.

                                      AND

                                    NETZERO

    NetGravity, Inc. ("NetGravity") has granted Licensee a license to certain 
software in accordance with a license agreement dated August 28, 1998 (the 
"License Agreement").  Licensee wishes to obtain maintenance and support of 
such software pursuant to this Agreement.

                                   SECTION 1
                                  DEFINITIONS

1.1   "Product(s)" means the software programs licensed to Licensee pursuant 
to the License Agreement together with any Updates furnished by NetGravity to 
Licensee under this Agreement.

1.2   "Updates" means a software Product release containing error corrections 
and minor enhancements, in object code form, which is made commercially 
available by NetGravity and generally indicated by a change in the revision 
number in the tenths or hundredths digit to the right of the decimal point 
(e.g., a change from version x.xx to x.xy or x.yx) and any corrections and 
updates to the associated documentation.

1.3    "Upgrades" means a software Product release containing significant 
functional enhancements and feature additions of the Software, in object code 
form, which is made commercially available by NetGravity and generally 
indicated by a change in the revision number to the left of the decimal point 
(i.e., 4.00).

                                   SECTION 2 
                                TECHNICAL SUPPORT

2.1    SUPPORT.  NetGravity will provide Licensee with technical support 
("Support") during the hours indicated on the attached Schedule 1.  Support 
will be provided by at least one of the following methods: telephone, email, 
World Wide Web, or fax. NetGravity, at its sole discretion, will choose which 
method(s) it uses to provide support to Licensee.  Support will include:

       a)  assistance related to questions on the installation and 
operational use of the Product(s);

       b)  assistance in identifying and verifying the causes of suspected 
errors in the Products(s); and 

                                       1


       c)  providing workarounds for identified Product errors or 
malfunctions, where reasonably available to NetGravity.

Licensee will designate the number of persons set forth in Schedule 1 to act 
as support liaisons to utilize the support and will ensure that such person 
will be properly trained in the operation and usage of the Products.  Upon 
request, Licensee will allow the use of on-line diagnostics of the Products 
during error diagnosis.

2.2    ERROR CORRECTIONS.  During the term of this Agreement, NetGravity 
shall use its reasonable efforts to correct any reproducible error in the 
Product with a level of effort commensurate with the severity of the error. 
NetGravity shall have no obligation to correct all errors in the Product.  
Upon identification of any error, Licensee shall notify NetGravity  of such 
error and shall provide NetGravity with enough information to reproduce the 
error.

2.3    ERROR CORRECTIONS.  NetGravity shall not be responsible for correcting 
any errors not reproducible by NetGravity on the unmodified Product or errors 
caused by: (i) Licensee's failure to implement all Updates issued under this 
Agreement; (ii) changes to the operating system or environment which 
adversely affect the Product;(iii) any alterations of or additions to the 
Product made by parties other than NetGravity; (iv) use of the Product in a 
manner for which it was not designed; (v) interconnection of the Product with 
other software products not supplied by NetGravity; or (vi) use of the 
Product on an unsupported platform.  NetGravity shall only be obligated to 
support the then current production version of the Product and the 
immediately prior release for a period of three (3) months after such 
release.  Support for any earlier versions or for errors not covered under 
this Agreement may be obtained at NetGravity's then current rates.

2.4    ON-SITE TRAINING AND SUPPORT.  Upon request, and provided that 
Licensee is current with fees due under this Agreement, NetGravity will 
provide training for Licensee's administrators and trainers and/or direct 
support at Licensee's site at NetGravity's then applicable standard training 
rates and charges.
                                       
                                   SECTION 3
                           MAINTENANCE SUBSCRIPTION

NetGravity will provide each Update and Upgrade to Licensee within a 
reasonable time after publication ("Subscription").  Licensee may acquire 
additional copies of the documentation at NetGravity's then current standard 
rates.

                                   SECTION 4 
                                     FEES

4.1    SUPPORT AND SUBSCRIPTION FEES.  For NetGravity technical Support 
services covered by Section 2 of this Agreement, Licensee agrees to pay 
NetGravity the annual technical Support fee in the amount set forth in 
Schedule 1 for the first year following the Date of this Agreement.  Licensee 
shall pay the annual fees each year at the beginning of each renewal term of 
this Agreement. For NetGravity Subscription Service provided under Section 3 
of this Agreement, Licensee shall pay the annual Subscription fee set forth 
in Schedule 1 beginning one year from the Date of this Agreement.  Licensee 
shall pay the annual fees at the beginning of each renewal term of this 
Agreement. NetGravity reserves the right to change the annual fees from time 
to time effective at the commencement of the next annual period by giving 
Licensee at least sixty (60) days' prior written notice of such change.  
NetGravity reserves the right to charge Licensee a reinstatement fee to 
resume services if Licensee has not continuously maintained this Agreement in 
effect.  Annual fees on any additional units licensed beyond the initial 
purchase will be prorated and billed at the time of the applicable license 
grant.

4.2    PAYMENT.  Any amount payable to NetGravity under this Agreement will 
be due and payable within thirty (30) days after Licensee's receipt of 
NetGravity's invoice. All monetary amounts are specified and shall be paid in 
the lawful currency of the United States of America.  Licensee shall pay all 
amounts due under this Agreement to NetGravity at the address indicated at 
the beginning of this Agreement or such other location as NetGravity 
designated in writing. Any amount not paid when due will bear interest at the 
rate of one and one-half percent (1.5%) per month or the maximum rate 
permitted by applicable usury law, which is less, determined and compounded 
on a daily basis from the date due until the date paid.

4.3    TAXES.  Unless otherwise specified, the fees, charges and other 
amounts specified in this Agreement

--------------

[***] Confidential treatment has been requested for the bracketed portions. 
      The confidential redacted portion has been omitted and filed separately 
      with the Securities and Exchange Commission.


                                       2


do not include any sales, use, excise or other applicable taxes.  Licensee 
will pay or reimburse NetGravity for any and all such taxes (excluding any 
applicable federal and state taxes based on NetGravity's income).

                                   SECTION 5
                                  TERMINATION

5.1    TERM.  The term of this Agreement shall be one year and shall 
automatically renew unless Licensee  notifies NetGravity of  its intention 
not to renew at least 60 days prior to the renewal date or unless terminated 
pursuant to paragraph 5.2.

5.2    TERMINATION FOR DEFAULT.  If either party defaults in the performance 
of or compliance with any of its material obligations under this Agreement, 
and such default has not been remedied or cured within thirty (30) days after 
written notice specifying the default or, if the nature of the default is 
such that more than (30) days are required for the cure thereof, the 
defaulting party fails to commence its efforts to cure such breach or default 
within such thirty (30) days and to diligently prosecute the same to 
completion thereafter, the non-defaulting party may terminate this Agreement 
in addition to its other rights and remedies under law.

5.3    SURVIVAL.  Sections 4.2, 4.3, 5,  6 and 7 shall survive the 
termination of this Agreement.

                                   SECTION 6
                             LIMITATIONS OF LIABILITY

       LIMITATION. NETGRAVITY'S LIABILITY (WHETHER IN CONTRACT, WARRANTY, 
TORT OR OTHERWISE; AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, 
REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY OF NETGRAVITY) UNDER 
THIS AGREEMENT WITH REGARD TO ANY PRODUCT, DOCUMENTATION, SERVICES OR OTHER 
ITEMS SUBJECT TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL 
COMPENSATION PAID BY LICENSEE TO NETGRAVITY UNDER THIS AGREEMENT.  IN NO 
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY FOR 
ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, HOWEVER CAUSED 
AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, 
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

                                  SECTION 7
                                MISCELLANEOUS

7.1    ASSIGNMENT. Licensee may not assign any of its rights or delegate any 
of its obligations under this Agreement, whether by operation of law or 
otherwise, without the prior express written consent of NetGravity.  Subject 
to the foregoing, this Agreement will bind and inure to the benefit of the 
parties, their respective successors and permitted assigns.

7.2    WAIVER AND AMENDMENT.  No modification, amendment or waiver of any 
provision of this Agreement shall be effective unless in writing and signed 
by the party to be charged.  No failure or delay by either party in 
exercising any right, power, or remedy under this Agreement, except as 
specifically provided herein, shall operate as a waiver of any such right, 
power or remedy.

7.3    GOVERNING LAW; ARBITRATION.  This Agreement shall be governed by the 
laws of the State of California, USA, excluding conflict of laws provisions 
and excluding the 1980 United Nations Convention on Contracts for the 
International Sale of Goods.  Any disputes arising out of this Agreement 
shall be resolved by binding arbitration in Santa Clara County California in 
accordance with the rules of the American Arbitration Association.   The 
arbitrator shall have the power to grant injunctive relief.

7.4    NOTICES.  All notices, demands or consents required or permitted under 
this Agreement shall be in writing.  Notice shall be considered effective on 
the earlier of actual receipt or  (a) the day following transmission if sent 
by facsimile followed by written confirmation by registered overnight carrier 
or certified United States mail; or (b) one (1) day after posting when sent 
by registered private overnight carrier (e.g.,  DHL, Federal Express, etc.); 
or (c) five (5) days after posting when sent by certified United States mail. 
Notice shall be sent to the parties at the addresses set forth on the first 
page of this Agreement or at such other address as shall be given by either 
party to the other in writing.   Notices to NetGravity shall be addressed to 
the attention of Contracts Administrator.

7.5    INDEPENDENT CONTRACTORS.  The parties are independent contractors.  
Neither party shall be deemed to be an employee, agent, partner or legal 
representative of the other for any purpose and neither shall have any right, 
power or authority to create any obligation or responsibility on behalf of 
the other.

                                       3


7.6    SEVERABILITY.  If any provision of this Agreement is held by a court 
of competent jurisdiction to be contrary to law, such provision shall be 
changed and interpreted so as to best accomplish the objectives of the 
original provision to the fullest extent allowed by law and the remaining 
provisions of this Agreement shall remain in full force and effect.

7.7    COMPLETE UNDERSTANDING.  This Agreement, including all Exhibits 
attached hereto, constitutes the final, complete and exclusive agreement 
between the parties with respect to the subject matter hereof, and supersedes 
any prior or contemporaneous agreement.

7.8    EXCUSED PERFORMANCE.  Neither party will be liable for, or be 
considered to be in breach of or default under this Agreement on account of, 
any delay or failure to perform as required by this Agreement (other than 
monetary obligations) as a result of an event of force majeure or any cause 
or condition beyond such party's reasonable control.

                                  NETGRAVITY

                                  Signature: /s/ Chris J. Krook
                                             -------------------------------
                                  Printed Name: /s/ Chris J. Krook
                                                ----------------------------
                                  Title: Corporate Controller
                                         -----------------------------------
                                  Date Signed: 8/28/98
                                               -----------------------------


                                  Licensee:

                                  Signature: /s/ Ronald T. Burr
                                             -------------------------------
                                  Printed Name: Ronald T. Burr
                                                ----------------------------
                                  Title: CEO
                                         -----------------------------------
                                  Date Signed: 8/28/98
                                               -----------------------------

                                       4


                                  SCHEDULE 1

SUPPORT HOURS:  AdService 24 (24 hours a day -- 7 days a week)

SUPPORT CONTACTS: Please List 3:

FEES:




PRODUCTS              LICENSE DATE          ANNUAL SUPPORT FEE       ANNUAL SUBSCRIPTION FEE
--------              ------------          ------------------       -----------------------
                                                            
AdManager 
AdServer              August ___, 1998             [***]                      [***]
AdClient 
AdConsole 
AdInsight 

Fees are payable in advance.




--------------

[***] Confidential treatment has been requested for the bracketed portions. 
      The confidential redacted portion has been omitted and filed separately 
      with the Securities and Exchange Commission.

                                         5


                                              Date:      June-29-1999
[LOGO]                                        Customer:  NetZero

                               ORDER FORM
-------------------------------------------------------------------------------
ADVERTISING VOLUME*: NETZERO'S NEEDS
-------------------------------------------------------------------------------

According to Shane, NetZero is currently getting 400 ads/second per AdServer 
at peak 

According to Shane's number of 9600 ads/second, NetZero will require a total of 
24 AdServers (9600/400 = 24) to manage peak loads. 

This number does not include any failover servers- NetGravity recommends 
another 10% serving capacity or an additional 3 AdServers.

NetZero is currently licensed for 14 AdServers, thus would require an additional
13 AdServers 

(27 recommended - 14 licensed = 13 additional)

*All AdServer volume figures discussed in this document are for reference only.
They are based upon NetZero's own experience, warranty, express or implied.

-------------------------------------------------------------------------------
EXISTING LICENSES: RENEWALS
-------------------------------------------------------------------------------

Current Licensing with upcoming renewal August 31, 1999


Item           QTY        List Each    Total List License      Support     Subscription
                                                               [***]          [***]
---------------------------------------------------------------------------------------
                                                            
AdManager        1         16,985       16,985                 [***]         [***]
AdClient         2          2,495        2,495                 [***]         [***]
AdServer        14         14,995       14,995                 [***]         [***]
---------------------------------------------------------------------------------------
                                       231,905                 [***]         [***]


Renewal Due (8/31/99)                    [***]
[***]                                    [***]
-----------------------                -------
Total Renewal of Existing Licenses      [***]

*The [***] represents support fees already paid by NetZero thru 8/31

-------------------------------------------------------------------------------
NEW PURCHASES: ADDITIONAL ADSERVERS & CONSULTING
-------------------------------------------------------------------------------

To buy the needed additional 13 AdServers



-------------------------------------------------------------------------------
        List    Total List   NetZero        Net
QTY     Each     License     Discount     License $     Support     Subscription
                                                  
                                                        [***]         [***]
13      14,995   194,935    [***]         [***]         [***]         [***]
-------------------------------------------------------------------------------

New Licenses      Current Year              [***]
                  Year 2 Total              [***]
                                            -----
                                            [***]


* Confidential treatment has been requested for the bracketed portions.  The 
confidential redacted portion has been omitted and filed separately with the 
Securities and Exchange Commission.

                                  Page 1 of 2



                                               
                                                     --------------------------
Plus,                                     -------  --Renewals from above rolled
Renewal of Existing Renewal Due 8/31/99    [***]     into purchase of new 
(see above)         Year 2 Total           [***]     licenses, synching up the
                                            -        renewal dates of all 
                                                     NewZero licenses.
       ------------------------------------------    --------------------------
       TOTALS        Year 1 Total          [***]
                     Year 2 Total          [***]
                                          -------
                                           [***]
       --------------------------------

-------------------------------------------------------------------------------
Consulting Credits* (to be applied to future engagements with NetGravity 
Professional Services)
-------------------------------------------------------------------------------
     Days       List Pricing           [***]           [***]          [***]
     ----       ------------
      50         $1,600                [***]           [***]          [***]
-------------------------------------------------------------------------------
[***]

-------------------------------------------------------------------------------
          Grand Total         Licenses, Renewals & Support 2 years    [***]
                              [***]                                   [***]
                                                                      ---------
                                          Grand Total (due net 30)    [***]
-------------------------------------------------------------------------------


-------------------------------------------------------------------------------
CONDITIONS
-------------------------------------------------------------------------------


see attached word document

Authorized Licensee Signature:                  Title:                Date:

                                              Senior V.P.
/s/ Frederic A. Randall, Jr.                & General Counsel        6/29/99
--------------------------------            -----------------        -------

Authorized NetGravity Signature:                Title:                Date:

/s/ Stephen E. Recht                            CFO
--------------------------------            -----------------        -------


* Confidential treatment has been requested for the bracketed portions.  
The confidential redacted portion has been omitted and filed separately with 
the Securities and Exchange Commission.

                                  Page 2 of 2


1.     Software purchased under this Order Form shall be governed by the 
terms and conditions of the NetGravity AdServer License Agreement dated 
August 28, 1998 (the "License Agreement") and NetGravity Software 
Subscription and Support Agreements (the "Support Agreement") entered into by 
NetGravity and NetZero, dated August 31, 1998 (collectively, the "Existing 
Agreements").  The Existing Agreements are hereby amended to incorporate the 
terms of this Order Form.  Payment terms are net 30.  So long as Licensee is 
not in breach hereunder, Licensee shall have an option by delivery of written 
notice to extend the License Agreement, as amended hereunder, for an 
additional two year term on the terms set forth herein, provided that in 
regards to consulting Licensee shall receive a [***] discount off of 
NetGravity list at the time the services are ordered instead of the [***] per
day rate listed herein.

2.     Notwithstanding anything to the contrary in Section 5.1 of the Support 
Agreement referenced herein, the term of this purchase shall be two years.

3.     Because this quotation represents a two year obligation on the part of 
Licensee and Licensee is paying for both years under net 30 payment terms, in 
the event that Licensee purchases additional copies of the AdManager 
AdServer, and AdClient component(s) during the two years from the date of 
this quotation, Licensee shall receive a [***] discount off of NetGravity 
list pricing in effect when the software is ordered.  In addition, if 
NetGravity provides a greater discount to a purchaser of such products and 
such purchaser has purchased, in the aggregate, an equal or lesser dollar 
value of comparable products, then Licensee shall be offered the same discount 
for future purchases hereunder.

4.     During the two year term of this Order Form, Licensee shall have the 
right to purchase an additional 100 days of consulting at the discounted 
rates listed above.  Additionally, NetGravity shall use its commercially 
reasonable efforts to develop custom software programs requested by Licensee. 
 In the event NetGravity is not able to develop a custom software program 
requested by Licensee using commercially efforts, NetGravity agrees to 
provide Licensee with such technical information as Licensee may reasonably 
request to enable Licensee to develop such custom programs on its own, it 
being understood that Licensee shall be required to keep such information 
confidential and shall only be entitled to use such information in 
conjunction with the products purchased hereunder.

5.     The Support Subscription Agreement entered into by the parties on 
August 31, 1998 is hereby amended to include the attached Exhibit's C and D.

6.     The parties agree that in the event that NetGravity provides 
consulting services pursuant to this Order Form, the parties shall, on a case 
by case basis, decide upon intellectual property ownership produced by said 
consulting services.  In particular, if specific programs are proposed, 
designed and paid for by Licensee, then appropriate restrictions shall be 
placed on NetGravity;s ability to use the same to benefit Licensee's 
competitors.

7.     The parties agree to amend the Assignment sections of the above 
mentioned AdServer License Agreement and the Support Subscription Agreement 
by replacing the existing language with the following:

       This Agreement is not assignable by Customer without the prior written 
       consent of NetGravity; provided however, this entire Agreement may be 
       assigned without NetGravity's consent to an affiliate controlled by or 
       under common control with Licensee or to any successor by merger or 
       acquisition of all or substantially all of Licensee's assets, provided 
       that such assignee is bound by law or written agreements to all of the 
       obligations of the assigning party under this Agreement. Subject to 
       the 1foregoing, this Agreement will bind and inure to the benefit of 
       the parties, their respective successors and permitted assigns.  If 
       such acquiror is [***], then Licensee shall have no further rights to 
       any custom development and the support obligations under the Existing 
       Agreements shall terminate six months after the effective date of such 
       acquisition and such competitor shall not be entitled to source code 
       under the escrow provisions herein.

[***] Confidential treatment has been requested for the bracketed portions. 
      The confidential redacted portion has been omitted and filed separately 
      with the Securities and Exchange Commission.



8.     NetGravity agrees to enter into within 15 days of the date hereof a 
Source Code Escrow Agreement in the form of the Preferred Escrow Agreement 
attached hereto as Exhibit E and will place into escrow the source code, 
design, documentation, information and instructions on the building/compiling 
of the source code, and such other materials as may reasonably necessary for 
Licensee to utilize such escrow materials for support of the Software.  The 
conditions for release of the source code shall be, in addition to those set 
forth therein, limited to (i) NetGravity's material breach of its warranty 
obligations and support obligations under the Existing Agreement which 
remains uncured for 30 days (or 10 days with respect to Priority 1 or 
Priority 2 errors as defined in the attached Exhibit C) from notice to cure 
or if not capable of being cured within such time NetGravity fails to use its 
best efforts to effect such cure.

9.     In the event of release of source code from the escrow, Licensee shall 
have the right to use the escrowed materials to perform support services and 
to make modifications to the Licensed Software for internal use consistent 
with the license granted in the License Agreement.  The escrow license shall 
be perpetual or until such time as NetGravity has cured the breach which gave 
rise to the release from escrow. Licensee shall be responsible for a 
associated escrow fees after the first year, the first year of which shall be 
borne by NetGravity.

10.    The parties agree to amend the Indemnity section of the above 
referenced NetGravity AdServer License Agreement by adding the following to 
the end of Section 7.1:

       If NetGravity terminates under subsection (iii) within the first four 
       (4) years from the Effective Date, NetGravity will refund a pro-rata 
       portion of the license fees (the refundable amount being determined by 
       the total license fees reduced reduced each month by 1/48th of the 
       total).  If NetGravity terminates under subsection (iii) at any time 
       after the Effective Date, NetGravity will refund any prepaid 
       subscription and support fees applicable to the remaining period for 
       which the services will be terminated.