Co-Marketing Agreement - Cyberian Outpost Inc. and StarMedia Network Inc.


     CO-MARKETING AGREEMENT ('Agreement'), dated as of July 16,1998, between
Cyberian Outpost, Inc ('Cyberian Outpost'), a Delaware corporation, having its
principal offices at 27 North Main Street, Kent, Connecticut 06757, and
StarMedia Network, Inc. ('StarMedia'), a Delaware corporation, having its
principal offices at 29 West 36th Street, New York, NY  10018.

                                  WITNESSETH

     WHEREAS, Cyberian Outpost owns and operates the Cyberian Outpost Website
(as defined in Section 1), through which it sells personal computers and related
hardware, software and peripherals; and

     WHEREAS, StarMedia owns and operates the StarMedia Website (as defined in
Section 1); and

     WHEREAS, Cyberian Outpost desires to market and promote the Cyberian
Outpost Website through advertising on the StarMedia Website and a direct link
from the StarMedia Website to the Cyberian Outpost Website; and

     WHEREAS, StarMedia desires to market and promote the Cyberian Outpost
Website through advertising on the StarMedia Website and a direct link from the
StarMedia Website to the Cyberian Outpost Website.

     NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained, the parties hereto do hereby agree as follows:

1.   DEFINITIONS

For purposes of this Agreement, the following terms shall have the indicated
meanings:

     'Activation Date' shall mean the earlier of(i) date on which Cyberian
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Outpost directs StarMedia to activate the Link and (ii) the date 60 days
following the Effective Date.
 
     'Banners' shall mean run-of-network banner advertisements promoting the
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Cyberian Outpost Website, in which the Link is embedded.

     'Buttons' shall mean buttons in which the Link is embedded.
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     'Commissions' shall mean, with respect to any calendar quarter during the
      -----------                                                             
Term, an amount equal to [XX] of Net StarMedia Customer Revenues.

     'Cyberian Outpost Marks' shall mean the logos, tradenames, trademarks and
      ----------------------                                                  
service marks listed on Annex I attached hereto.

     'Cyberian Outpost Website' shall mean a presence on the World Wide Web
      ------------------------                                             
containing content in the Local Languages that is managed or administered by
Cyberian Outpost and/or is hosted by Cyberian Outpost, including without
limitation, the InterNIC-assigned domain name http://www.outpost.com/country/spa
and country/por and any other address which directs or may direct users to the
Local Language sections of the Cyberian Outpost site.

     'Default' shall mean, with respect to either party, (i) any material breach
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by such party of any obligation for the payment of money set forth herein, which
breach has not been cured within three (3) business days following receipt of
notice thereof, or (ii) any material breach by such party of any obligation set
forth herein, other than as specified in clause (i) above, which breach has not
been cured within twenty (20) business days following receipt of notice thereof.

     'Effective Date' shall mean July 16, 1998.
      --------------                           

     'Guaranteed Impressions' shall mean, with respect to the Banners and the
      ----------------------
Buttons, [XXXX] impressions per month, [XXX] of which shall be Banner
impressions.

     'Link' shall mean a direct hypertext link from the StarMedia Website to the
      ----                                                                      
Cyberian Outpost Website, which website will be viewed by users of the Link
through StarMedia's frameset.

     'Local Languages' shall mean the Spanish and Portuguese languages.
      ---------------                                                  

     'Net StarMedia Customer Revenues' shall mean, with respect to any calendar
      -------------------------------                                          
month, all revenues collected by Cyberian Outpost from StarMedia Customers
during such month, [XXXXXXXXXX].

     'Newsletter' shall mean the English version of the quarterly newsletter
      ----------                                                            
authored by Cyberian Outpost.

     'Optional Termination Payment' shall mean an amount equal to [XXX] of the 
      ----------------------------                                          
unpaid balance of the Sponsorship Fee as of the Termination Date following the
termination of this Agreement pursuant to Section 5.2.
 
     'Quarterly Commission Report' shall mean, with respect to any calendar
      ---------------------------                                          
quarter, a detailed description of the revenues received by Cyberian Outpost
from StarMedia Customers during such quarter and a calculation of the
Commissions relating to such revenues.

     'Sponsorship Fee' shall mean [XXXX].
      ---------------                         

     'StarMedia Customers' shall mean all users who purchase any products or
      ---------                                                             
services from Cyberian Outpost [XXXXXX].

     'StarMedia Marks' shall mean StarMedia's logos, tradenames, trademarks and
      ---------------                                                          
service marks, including, without limitation, StarMedia.

     'StarMedia Website' shall mean the collection of limit documents accessible
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by the public via the Internet at the URL http://www.starmedia.com.

     'Term' shall mean the term of this Agreement, which shall commence on the
      ----                                                                    
Effective Date and end on the Termination Date.

     'Termination Date' shall mean the earlier to occur of (i) the first
      ----------------                                                  
anniversary of the Activation Date, and  (ii) the date of any termination of
this Agreement pursuant to Section 5.1 or 5.2.

     'Usage Report' shall mean a report prepared by Cyberian Outpost that
      ------------                                                       
specifies the country of origin, chosen language, and other available
demographic information relating to, and the goods purchased by, each of the
StarMedia Customers.

2.   CO-MARKETING OBLIGATIONS
     ------------------------

     2.1.   The Link.  Commencing on the Activation Date, StarMedia will
            --------                                                    
establish and maintain the Link. Cyberian Outpost will provide StarMedia with
the Universal Resource Locators necessary to establish the Link.

     2.2    Marketing.  Cyberian Outpost shall deliver to StarMedia appropriate
            ---------                                                          
artwork and logos constituting the Cyberian Outpost Marks, from which StarMedia
shall develop the Banners and the Buttons in such forms as StarMedia shall
reasonably determine will maximize the number of StarMedia Customers. StarMedia
shall, commencing on the Activation Date, place the Buttons in the following
locations within the StarMedia Website:

           (a) on the homepage of the Digital Channel;

           (b) within Informatica Hoy/Hoje, (i) on the ZD Homepage, in either
               the upper right corner or below the 'Mas Products' link, (ii) in
               'Product Reviews' that reference a specific product, next to
               those products offered by

 
               Cyberian Outpost and (iii) in the 'Downloads' section, next to
               product demos where the full product is offered by Cyberian
               Outpost;

          (c)  within the Star Classifieds Channel, on top of the Computers,
               Electronics and Software category homepage and on top of the
               search results page in such category;

          (d)  in Pizarras/Quadro de Avisos, in the header of the Technology
               bulletin board;

          (e)  in CopaMundial.com/CopaDoMundo.com, on the games pages;

          (f)  in StarMedia Shopping prominently placed in the shopping area;
               and

          (g)  for at least three (3) months from the Activation Date, in the
               What's New? section of the StarMedia Website homepage.

Should StarMedia change the layout of its Website in such a way that the Buttons
can not be placed as provided above, the Buttons will be guaranteed to be given
essentially the same placement within the StarMedia site as described above.
StarMedia shall provide to Cyberian Outpost not less than the Guaranteed
Impressions. Within twenty (20) days following the end of each calendar quarter
following the Effective Date, StarMedia shall deliver to Cyberian Outpost a
confirmation of the number of impressions received by the Banners and the
Buttons dining such quarterly period. Within twenty (20) days following the end
of (i) each of the first three months following the Effective Date, and (ii)
each calendar quarter thereafter, Cyberian Outpost shall deliver to StarMedia a
Usage Report covering such monthly or quarterly period, as the case may be.

     2.3  Co-Marketing.  StarMedia shall employ traditional co-branded marketing
          ------------                                                          
initiatives valued at not less than [XXX] of the Sponsorship Fees actually
received from Cyberian Outpost during the Term.  This co-branded marketing will
be intended to introduce Cyberian Outpost to the Latin American marketplace as a
brand featured on the StarMedia site. Co-branded marketing initiatives may
include TV, newspaper, magazine and radio based advertising.

     2.4. Targeted Marketing.  StarMedia shall designate a point person to work
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with Cyberian Outpost personnel to provide the following services: (i) the
translation into the Local Languages, [XXXXXX] of the Newsletter which Cyberian
Outpost delivers to its customer base via electronic mail and (ii) using
commercially reasonable efforts to measure the effectiveness of marketing
strategies employed pursuant to Sections 2.2 and 2.3. StarMedia may, in its sole
discretion, arrange for the translation into the Local Languages of product
reviews and other material provided by Cyberian Outpost, provided that if
StarMedia does elect to arrange for such translations, Cyberian Outpost agrees
that such translations shall be available only to users of the StarMedia
Website, and shall not be used or seen by users of the Cyberian Outpost Website
which have not utilized the Link.
 
     2.5.  Trademarks. Cyberian Outpost hereby grants to StarMedia a non-
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exclusive non-transferable license to use the Cyberian Outpost Marks during the
Term solely in conjunction with the design, creation and display of the Banners
and Buttons as provided herein; provided, however, that StarMedia shall submit
                                          -------                             
to Cyberian Outpost for its prior written approval the design of the Banners and
Buttons, which approval shall not be unreasonably withheld or delayed. StarMedia
acknowledges and agrees that (i) the Cyberian Outpost Marks will remain the
exclusive property of Cyberian Outpost, (ii) nothing in this Agreement shall
confer upon StarMedia any right of ownership in the Cyberian Outpost Marks, and
(iii) it shall not now or in the future contest the validity of the Cyberian
Outpost Marks. Cyberian Outpost acknowledges and agrees that: (x) the StarMedia
Marks are and shall remain the sole property of StarMedia (y) nothing in this
Agreement shall confer upon Cyberian Outpost any right of ownership in the
StarMedia Marks, and (z) it shall not now or in the future contest the validity
of the StarMedia Marks. StarMedia does not hereby grant a license or authorize
in any way whatsoever Cyberian Outpost to use StarMedia Marks, and any proposed
use of StarMedia Marks must be approved in writing by StarMedia prior to such
use.

     2.6.  Exclusivity. StarMedia agrees that during the Term it shall not
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establish a direct link from the StarMedia Website to the website of any broad-
based reseller of new personal computers, related hardware, software and
peripherals listed on Annex II, provided, however, that in the event that
Cyberian Outpost does not have a competitive auction offering in the Local
Languages in development and being beta tested prior to October 1, 1998 and a
complete and fully functioning version of a competitive auction offering
available in the Local Languages prior to December 1, 1998, StarMedia may
establish a direct link to the website of any auction format reseller of new
personal computers, related hardware, software and peripherals.

     2.7   Public Relations. Each party agrees to cooperate, when possible, for
           ----------------                                                    
all public relations events relating to the activation of the Link and the
placement of the Banners and Buttons.

     2.8   Confidentiality.  StarMedia and Cyberian Outpost agree that all
           ---------------                                                
information (whether in writing, orally or in any other format) disclosed by
each of them to the other during the negotiation of this Agreement or to be
disclosed during the term of this Agreement, including but not limited to, all
of the information disclosed pursuant to Section 2.2 as well as business plans,
product ideas, marketing concepts, financial information and projections, shall
constitute 'Confidential Information'; provided, however, Confidential
                                       --------  -------              
Information does not include Quarterly Commission Reports, information that is
or becomes publicly known through no wrongful act of either party (or any of its
employees), has been approved for release by written authorization of the
originating party, or has been disclosed pursuant to a requirement of a
government agency or of law. During the Term and at all times thereafter, the
party to whom Confidential Information has been imparted shall maintain such
information as confidential and shall not disclose or permit the same to be
disclosed to any person or entity. Each party shall use its best efforts to take
all reasonable steps to minimize the risks of disclosure of Confidential
Information.  Each of the parties further agree that the unauthorized disclosure
by it of Confidential Information received from the other will cause irreparable
harm and significant injury to the other which may be difficult to ascertain.
Accordingly, each party agrees that the 
 
other shall be entitled to equitable relief, including, without limitation, an
immediate injunction enjoining any breach by it of this Section 2.8, in addition
to all other remedies available to such party at law or in equity.  The parties
agree that this Section 2.8 shall survive the termination or expiration of this
Agreement.

3.  FEES AND COMMISSIONS
    --------------------

    3.1.   Sponsorship Fee.  Cyberian Outpost shall pay to StarMedia the
           ---------------                                              
Sponsorship Fee as follows: (i) [XXXXXXXX] payable on the Effective Date, and
(ii) the remainder payable in 11 equal monthly installments of [XXXXXXXX] on the
first business day of each calendar month thereafter. Notwithstanding anything
to the contrary contained herein, the Sponsorship Fee shall be payable to
StarMedia regardless of the termination of this Agreement, the parties agreeing
that this Section 3.1 shall survive the termination of this Agreement for any
cause, other than as a result of a Default by StarMedia or pursuant to Section
5.2.  Upon any termination of this Agreement as a result of a Default by
StarMedia, any remaining monthly installments shall not be paid to StarMedia by
Cyberian Outpost; provided, however, StarMedia stall retain or be paid the
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Sponsorship Fee previously received by, or owing to, StarMedia prior to the
Termination Date.

    3.2.   Commissions  Cyberian Outpost shall pay to StarMedia the Commissions
           -----------                                                         
owing for each calendar quarter, payable within 30 days of the last day of such
quarter provided, however, that the Commissions payable may be offset by an
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amount equal to the installment of the Sponsorship Fee actually paid to
StarMedia in each quarter. Within thirty (30) days following the end of each
calendar quarter; Cyberian Outpost shall deliver to StarMedia a Quarterly
Commission Report with respect to such quarter, in the event of any refunds by
Cyberian Outpost to StarMedia Customers, for returned products or otherwise, of
amounts with respect to which Commissions have already been paid to StarMedia,
the amount of such Commissions shall be deducted from the next quarterly payment
of Commissions, or if no such payment is owing by Cyberian Outpost for the
following quarter, Cyberian Outpost may render a statement to StarMedia for such
amounts, which amounts shall be due and payable by StarMedia within thirty (30)
days following receipt of such statement. The parties agree that this Section
3.2 shall survive the termination of this Agreement with respect to any
Commissions accrued (including any revenues billed to StarMedia Customers but
not yet collected by Cyberian Outpost) and unpaid during the Term.

4.  REPRESENTATIONS AND WARRANTIES
    ------------------------------

    4.1.   Representations and Warranties of StarMedia.  StarMedia represents
           -------------------------------------------                       
and warrants to Cyberian Outpost that (i) it has full power and authority, and
has taken all action necessary, to execute and deliver this Agreement and to
fulfill its obligations hereunder, (ii) the making and performance by it of this
Agreement does nor and will not violate any law or regulation applicable to it,
its certificate of incorporation, bylaws or other organizational documents or
any other agreement to which it is a party or by which it is bound, (iii) this
Agreement has been duly 
 
executed and delivered by it and constitutes its legal, valid and binding
obligations, enforceable against it in accordance with the respective terms
hereof (except to the extent that the enforceability thereof may be limited by
bankruptcy, insolvency or other similar laws of general applicability affecting
enforcement of creditors' rights generally) or by a court's discretion in
relation to equitable remedies), and (iv) all approvals, authorizations or other
actions by, or filings with, any governmental authority or other person or
entity necessary for the validity or enforceability of its obligations under
this Agreement have been obtained.

    4.2.  Representations and Warranties of Cyberian Outpost. Cyberian Outpost
          --------------------------------------------------                  
represents and warrants to StarMedia that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Agreement and to
fulfill its obligations hereunder, (ii) the making and performance by it of this
Agreement does not and will not violate any law or regulation applicable to it,
its certificate of incorporation, by-laws or other organizational documents or
any other agreement to which it is a party or by which it is bound, (iii) this
Agreement has been duly executed and delivered by it and constitutes its legal,
valid and binding obligations, enforceable against it in accordance with the
respective terms hereof (except to the extent that the enforceability thereof
may be limited by bankruptcy, insolvency or other similar laws of general
applicability affecting enforcement of creditors' rights generally, or by a
court's discretion in relation to equitable remedies), and (iv) all approvals,
authorizations or other actions by, or filings with, any governmental authority
or other person or entity necessary for the validity or enforceability of its
obligations under this Agreement have been obtained.

    4.3   Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER
          ----------                                                           
PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY,
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH PARTY'S SITE
OR WEB PAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR. PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
COURSE OF PERFORMANCE. SPECIFICALLY, EACH PARTY ACKNOWLEDGES AND UNDERSTANDS
THAT THE OTHER MAY ENCOUNTER TECHNICAL OR OTHER DIFFICULTIES WHICH MAY
PERIODICALLY HINDER THE OPERATION OF THE LINK.

5.  TERMINATION
    -----------

    5.1   Default.  Either party may immediately terminate this Agreement in the
          -------                                                               
event of a Default by the other party, upon written notice to such party,
without prejudice to any other rights it may have hereunder or at law.

    5.2.  Optional Termination.  In the event that StarMedia receives 100 or
          --------------------                                              
more unique complaints from users in any one month period regarding their
experience with Cyberian Outpost or the Cyberian Outpost Website, StarMedia
shall notify Cyberian Outpost thereof within five business days following the
end of any such month. In the event that either (i) StarMedia has received at
least 100 unique complaints per month for two consecutive months, regarding
their 
 
experience with Cyberian Outpost or the Cyberian Outpost Website, and StarMedia
has provided Cyberian Outpost with such notification as is required in the
preceding sentence, or (ii) Cyberian Outpost ceases to be a broad-based reseller
of new personal computers, related hardware, software and peripherals, StarMedia
may terminate this Agreement at any time, upon written notice to Cyberian
Outpost. For purposes of this Section 5.2, a 'complaint' shall not include any
complaint (i) regarding the fact that the product-specific pages within the
Cyberian Outpost Website are not in the Local Languages, or (ii) with regard to
matters as to which Cyberian Outpost has, prior to such complaint, conspicuously
posted a notification in the Local Languages on the Cyberian Outpost Website;
including, without limitation, the fact that certain products sold by Cyberian
Outpost may not be shipped to certain countries and that users in certain
countries may experience difficulties in receiving delivery of international
shipments. Notwithstanding anything to the contrary contained herein, upon any
termination of this Agreement pursuant to this Section 5.2, Cyberian Outpost
shall pay to StarMedia the Optional Termination Payment within three (3) days
following the Termination Date.

6.   INDEMNIFICATION
     ---------------

     6.1.  StarMedia Indemnification.  StarMedia shall indemnify, hold harmless
           -------------------------                                           
and defend Cyberian Outpost from and against any and all claims, liabilities,
losses, damages, expenses and costs (including, without limitation, legal fees
and costs) arising out of or relating to (i) StarMedia's breach of any of its
representations and warranties set forth herein, (ii) StarMedia's breach of any
of its obligations hereunder, (iii) the StarMedia Marks, or (iv) any negligence
or intentional wrongdoing of StarMedia, or any employee or agent thereof.

     6.2   Cyberian Outpost Indemnification.  Cyberian Outpost shall indemnify,
           --------------------------------                                    
hold harmless and defend StarMedia from and against any and all claims,
liabilities, losses, damages, expenses and costs (including, without limitation,
legal fees and costs) arising out of or relating to (i) Cyberian Outpost's
breach of any of its representations and warranties set forth herein, (ii)
Cyberian Outpost's breach of any of its obligations hereunder, (iii) any of the
products or services offered for sale on the Cyberian Outpost Website; (iv) the
Cyberian Outpost Website, (v) the Cyberian Outpost Marks, or (vi) any negligence
or intentional wrongdoing of Cyberian Outpost, or any employee or agent thereof.

7.   GENERAL
     -------

     7.1   Review Rights.  Cyberian Outpost shall retain complete, clear and
           -------------                                                    
accurate records regarding the products and services purchased by StarMedia
Customers. StarMedia shall have the right, upon not less than ten (10) days
prior written notice to Cyberian Outpost and no more than twice during the Term,
to cause an independent Certified Public Accountant to inspect and review,
during Cyberian Outpost's normal business hours, all relevant records of
Cyberian Outpost and any of its affiliates upon which the Quarterly Commission
Reports and Commissions are based. The cost of any such review shall be paid by
StarMedia; provided, however, that if any such review shall reveal an
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underreporting in excess of five percent (5%) in 
 
monies due to StarMedia from Cyberian Outpost, Cyberian Outpost shall promptly
pay to StarMedia (i) the cost of the review, (ii) the amount of any such
underpayment, and (iii) interest on the amount of any such underpayment equal to
11.5% per month from the date originally owing to StarMedia. The parties agree
that the provisions of this Section 7.1 shall survive the Termination Date,
provided that StarMedia may not commence a review after the date 90 days
following the Termination Date.

     7.2   Notices.  All notices and other communications between the parties
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required or permitted hereunder shall be in writing and shall be deemed to have
been duly given upon receipt off and delivery; certified or registered mail,
return receipt requested; or telecopy transmission with confirmation of receipt;
addressed as follows, or to such other address as may be hereafter notified by
the parties:

     StarMedia:            StarMedia Network; Inc.
                           29 West 36th Street
                           New York, New York  10018
                           Attention:  Steve Heller
                                       Kevin Downey
                           Telecopy:   (212) 631-9100

     Cyberian Outpost:     Cyberian Outpost, Inc.
                           27 North Main Street
                           Kent, Connecticut  06757
                           Attention:
                           Telecopy:

     7.3   No Waiver; Cumulative Remedies.  No failure or delay in the exercise,
           ------------------------------                                       
by either party, of any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

     7.4.  Counterparts.  This Agreement may be executed simultaneously in
           ------------                                                   
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. Transmission by telecopy
of an executed counterpart of this Agreement shall be deemed to constitute due
and sufficient delivery of such counterpart.

     7.5.  Severability.  Any provision of this Agreement which is prohibited or
           ------------                                                         
unenforceable in any jurisdiction shall as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
 
     7.6.  Governing Law.  This Agreement shall be governed by and construed in
           -------------                                                       
accordance with the laws of the State of New York without reference to the
conflict of law principles thereof.

     7.7.  Jurisdiction.  Any judicial proceeding brought with respect to this
           ------------                                                       
Agreement must be brought in a court of competent jurisdiction in the State of
New York located in the County of New York or in the United States District
Court of the Southern District of New York, and, by execution and delivery of
this Agreement, each party (i) accepts, generally and unconditionally, the
exclusive jurisdiction of such courts and any related appellate court, and
irrevocably agrees to be bound by any judgment rendered thereby in connection
with this Agreement, (ii) irrevocably waives any objection it may now or
hereafter have as to the venue of any such suit, action or proceeding brought in
such a court or that such court is an inconvenient forum and (iii) agrees that
service of process in any such action or proceeding may be effected (A) by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to its address set forth in Section 7.2
or (B) in any other manner permitted by law.

     7.8.  Headings.  The section headings contained in this Agreement are for
           --------                                                           
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

     7.9.  Entire Agreement.  This Agreement, including the Annex hereto,
           ----------------                                              
embodies the entire agreement and understanding of the parties hereto with
respect to the subject matter contained herein and supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

     7.10. Amendments; Waivers; Binding Effect.  Any amendments to, or waivers
           -----------------------------------                                
of; this Agreement shall be in writing and signed by both parties or, in the
case of a waiver, by the party waiving compliance.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

     7.11. Assignment.  Neither party may assign this Agreement without the
           ----------                                                      
prior written consent of the other party, and any attempt by a party to assign
this Agreement without such consent shall be null and void; provided, however,
                                                            --------  ------- 
that either party shall be entitled to assign this Agreement without the other
party's prior written consent in connection with a merger of such party with or
into, or sale of all or substantially all of the assets of such party to, an
entity that is not a direct competitor of the other party.

     7.12  No Agency.  No agency, partnership, joint venture, or employment
           ---------                                                       
relationship shall be created or inferred by the existence or performance of
this Agreement, and neither party shall have any authority to bind the other in
any respect whatsoever.

     7.13. Survival.  In addition to those provisions herein which expressly
           --------                                                         
survive the Termination Date, the fourth sentence of Section 12, the second
sentence of Section 2.4, the second and third sentences of Section 2.5, and
Sections 6.1, 6.2, 7.2, 7.3, 7.5, 7.6, 7.7, 7.8, 7.9. 7.13, and 7.15 shall also
survive the Termination Date.
 
     7.14. Force Majeure.  Either party hereto shall be excused from any delay
           -------------                                                      
or failure in performance hereunder, except the payment of monies due and
payable hereunder, caused by reason of any occurrence or contingency beyond its
reasonable control, including, without limitation, acts of God, fires, floods,
wars, civil disturbance, sabotage, accidents or labor disputes. The obligations
and rights of the party so excused shall be extended on a day-to-day basis for
the period of time equal to that of the underlying cause of the delay.

     7.15. Interpretation.  All terms set forth in this Agreement and not
           --------------                                                
otherwise defined herein shall be construed to have meanings consistent with the
Internet, World Wide Web and telecommunications industry.

     7.16  Limitation of Liability.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
           -----------------------                                              
THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THIS AGREEMENT
FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR RELIANCE DAMAGES (OR ANY LOSS OF
REVENUE, PROFITS, OR DATA), HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT,
NEGLIGENCE OR UNDER ANY OTHER LEGAL THEORY, WHETHER FORESEEABLE OR NOT AND
WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE, AND NOT WITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY. BOTH PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED
ALLOCATIONS OF RISK AND ARE REFLECTED IN THE FEES AGREED UPON BY THE PARTIES.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.


CYBERIAN OUTPOST, INC.                  STARMEDIA NETWORK, INC.
By: /s/ Louise R. Cooper                By: /s/ James Kern
   ---------------------                   -----------------------------
Name: Louise R. Cooper                  Name: James Kern
Title: VP of Worldwide Marketing        Title: VP, Sales
 
                                                                         ANNEX I
                             CYBERIAN OUTPOST MARKS
                             ----------------------

Babbages

Bottom Line Distribution

Buy Comp

Buy Direct

CDW

Chumbo

CompUSA

Computer City

Creative Computers

Egghead

Electronics Boutique

Frys

Global Direct

Insight

Internet Shopping Network

Microcenter

Microwarehouse

Multiple Zones

NECX

PCConnection

PC/Mac Mall
 
Software.net

Surplus Direct

Tiger Direct