DART Service Agreement - DoubleClick Inc. and Web Genesis Inc.


                         D.A.R.T. SERVICE AGREEMENT
                         --------------------------


          "DART  Technology,"  as herein  defined,  may be used only on the
condition  that the  Company (as defined  herein)  agrees to the  following
terms  and   conditions.   As  of  April  15,   1997,   DoubleClick,   Inc.
("DoubleClick")  with an address at 41 Madison  Avenue,  New York, NY 10010
grants to:

Company: Web Genesis, Inc.

Address: 31 West 21st Street, 4th Floor
         ------------------------------

         New  York,  NY        USA            10011
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         City        State     Country        Zip Code

(herein "Company"),  and Company hereby accepts on the terms and conditions
set forth herein, the right to use the DART Technology, developed and owned
by  DoubleClick  as  described  below in  connection  with the  delivery of
Banners (as defined herein) to the Web Site (as defined herein).

          1. Definitions:  As used herein the following defined terms shall
have the following meanings:

               a.   "Advertiser"  is  defined  as  each  advertiser   which
     authorizes  Company to deliver  said  advertiser's  Banners to the Web
     Site.

               b. "Banner" is defined as an Advertiser's  advertisement and
     its contents which appears on the Web Site.

               c.  "Impression"  is defined as occurring each time a Banner
     appears on the Web Site  resulting  from a user  accessing or visiting
     such Web Site.

               d.  "Non-Paying  Banner"  is  defined  as a Banner for which
     Company does not receive payment or  consideration of any kind for its
     delivery  to the Web Site.  All  Non-Paying  Banners  shall  reside on
     Company's server.

               e. "Paid  Banner"  is defined as a Banner for which  Company
     shall receive payment or consideration of any kind (including, without
     limitation,  in-kind or barter  consideration)  from an Advertiser for
     delivery of its Banner to the Web Site.

               f. "Web Site" is defined as webgenesis.com.

          2. DART Technology:  The DART Technology  consists of (a) any and
all of DoubleClick's  proprietary  technology which allows for the targeted
delivery of Banners to Internet  users based on a set of criteria  selected
by  Advertisers,  (b)  DoubleClick's  Ad  Management  System  and  (c)  all
accompanying written,  explanatory or technical material, user or reference
manuals and  installation  guidelines  related to the DART  technology (the
"Documentation").

          Company shall be given a unique password to access  DoubleClick's
Ad Management System so as to permit the delivery of Banners using the DART
Technology which password shall be made available to DoubleClick by Company
for DoubleClick's use in trafficking Banners as provided hereunder. Company
shall be solely responsible for soliciting all Advertisers and handling all
Advertiser inquiries of any type or nature.

          DoubleClick's sole obligations hereunder shall be to (a) make the
DART  Technology  available  to Company for the  delivery  of Banners,  (b)
traffic Banners using the DART Technology,  which trafficking shall consist
of inputting the Banners into the DART Technology  service and (c) redirect
its server to pick up  Non-Paying  Banners from  Company's  server so as to
enable  Company to deliver said  Non-Paying  Banners.  Notwithstanding  the
foregoing,  Company  may,  upon  thirty (30) days prior  written  notice to
DoubleClick,  and provided Company's designated employees have been trained
by  DoubleClick  as  provided  herein,   traffic  Banners  using  the  DART
Technology. Thereafter, Company shall be solely responsible for trafficking
all Banners in connection with the Web Site.

          3. Grant of Rights:  In  consideration  of  Company's  payment to
DoubleClick of the fees  specified in this  Agreement,  DoubleClick  grants
Company the non-exclusive and non-transferable right during the Term hereof
to use the DART  Technology  for  delivery  Banners  to the Web  Site.  The
parties  acknowledge and agree that Company's access to the DART Technology
shall not extend  beyond that  necessary  to permit  Company to deliver the
Banners to the Web Site. Company agrees that it shall be solely responsible
for all costs and expenses it incurs in connection  with this Agreement and
use  of  the  DART  Technology,  including,  without  limitation,  expenses
associated  with  creating,  developing,  editing,  updating and  otherwise
managing  Banners  and all  content and  services  available  on or through
Banners,  delivery  of  Banners  to the  Web  Site  and  establishment  and
maintenance of links to the Web Site.

          4. Training: DoubleClick shall provide those employees of Company
who will be accessing and using the DART  Technology with a training course
(the "Training Course") explaining the proper use of the DART Technology at
a time and place to be mutually  agreed upon by  DoubleClick  and  Company.
Company  acknowledges  and  agrees  that (a) it shall not permit any of its
employees to access and use the DART  Technology  unless any such  employee
has successfully completed the Training Course and has been so certified by
DoubleClick;  and (b) the DART Technology  shall only be used in accordance
with the policies, practices and procedures described in the Documentation.

          5. Fee: In  consideration  of the rights herein granted,  Company
agrees to pay to DoubleClick as follows:

               a. For Paid Banners: DoubleClick shall receive a monthly fee
     calculated as follows:

     Number of Paid Banner                           Cost Per One Thousand
     Impressions per Month                             Impressions (CPM)
     ---------------------                           ---------------------

      0 - 5,000,000

      5,000,001 and above

     (By way of example,  if for a given calendar month there are 7,000,000
     Paid Banner Impressions and DoubleClick provides trafficking services,
     DoubleClick's fee for said month shall equal             calculated as
     follows:  (i)     /CPM for Paid Banner Impressions 1 through 5,000,000
     (i.e.     ) and  (ii)     /CPM for Paid Banner  Impressions  5,000,001
     through 7,000,000 (i.e.     ).

          If  Company  elects  to  traffic  Paid  Banners  as  provided  in
paragraph  2 hereof,  the above  referenced  costs  per 1,000  Paid  Banner
Impressions shall each be reduced by          to          and             ,
respectively.

               b. For Non-Paying Banners:  Company shall pay to DoubleClick
     a monthly fee equal to         /CPM for Non-Paying Banner Impressions.

               c.  Payment  Terms:  All  fees  due to  DoubleClick  for any
     calendar  month  shall be payable  by check  within  thirty  (30) days
     following the end of each month.

          6. Term: The term of this  Agreement  (the "Initial  Term") shall
commence on the date first set forth above and shall  continue for a period
of six (6) months  thereafter.  The term shall  thereafter be automatically
extended on the same terms and conditions as are contained  herein for five
(5) consecutive additional six (6) month periods (the "Subsequent Periods")
unless either party  provides the other with written  notice at least sixty
(60) days prior to the end of the  Initial  Term or any  Subsequent  Period
stating that the Agreement  shall not be renewed.  The Initial Term and any
Subsequent Period,  shall  collectively be referred to as the "Term".  Upon
the expiration or earlier termination of this Agreement, Company's right to
use the DART  Technology  or any part  thereof  shall end  immediately  and
Company shall no longer access the DART Technology and Company shall return
all original  Documentation  (and any  authorized  copies of said  original
Documentation) to DoubleClick.

          7. Limitations on Use: Company may not use, copy,  modify,  alter
or distribute the DART Technology (electronically or otherwise),  except as
expressly authorized by DoubleClick in writing.  Under no circumstances may
Company reverse assemble, reverse compile or otherwise attempt by any other
method to create or derive the source programs or any part thereof from the
object  program  or  from  other  information  made  available  under  this
Agreement or  otherwise,  nor  authorize  any third parties to do the same.
Company  shall  not be  entitled  to  copy  the  Documentation,  except  as
expressly authorized by DoubleClick in writing.

          8. Proprietary  Protection:  Company understands and acknowledges
that the DART Technology reflects  substantial trade secrets of DoubleClick
and that  DoubleClick  shall have the sole and  exclusive  ownership of all
right, title and interest in and to the DART Technology and all copies, and
all  Enhancements (as defined herein) thereto  (including  ownership of all
copyrights,  patents  and other  intellectual  property  rights  pertaining
thereto),  subject only to the rights expressly  granted to Company herein.
This  Agreement  does not provide  Company  with any title to or  ownership
interest  in the DART  Technology,  but only  with a right of  limited  use
during the Term hereof. At no time shall Company assert any right, title or
interest  in the  DART  Technology  or any  element  thereof  or in any new
release  of  or  Enhancement  to  the  DART  Technology  or  in  the  names
"DoubleClick",  "Spotlight",  "Test It", or any derivatives thereof, or any
other  trademarks,  service marks,  tradenames,  symbols and logos owned or
controlled  by  DoubleClick   (collectively,   "DoubleClick's   Proprietary
Materials").  Company agrees that it will not directly or indirectly use or
permit any of DoubleClick's  Proprietary Materials to be used in connection
with any product,  service,  promotion or publication without DoubleClick's
prior written  consent.  Company further  acknowledges  and agrees that the
Documentation was developed by DoubleClick and DoubleClick retains the sole
and exclusive ownership of, and all right, title and interest in and to the
Documentation, including the copyrights therein.

          9. Maintenance:  Upon Company's request, DoubleClick will provide
maintenance services,  if DoubleClick's  personnel are available to provide
such  technical  support,  for a fee to be  negotiated in good faith by the
parties  prior  to  DoubleClick  providing  such  services  [,  based  upon
DoubleClick's  standard  hourly  rates].  It is understood  and agreed that
DoubleClick  shall not be  required  to perform  any  maintenance  services
hereunder.

          10.  Updates  and  Upgrades:  During  the  Term  hereof  and upon
Company's  request and only as long as all outstanding  fees have been paid
by Company to  DoubleClick,  DoubleClick  shall  provide  Company  with any
non-custom enhancements, maintenance modifications, updates and/or upgrades
of the  DART  Technology  (collectively,  "Enhancements")  as  they  become
available,  at no  additional  expense to Company and upon the provision of
said  Enhancements  to Company the  foregoing  will become part of the DART
Technology for purposes of this Agreement. DoubleClick's failure to provide
Enhancements shall not be deemed a material breach of this Agreement.

          11.  Representations  and Warranties by DoubleClick:  DoubleClick
warrants and represents that DoubleClick has the full  unrestricted  right,
power,  and legal capacity to enter into this  Agreement,  to carry out the
terms  and  conditions  hereof  and to  grant to  Company  the  rights  and
privileges herein granted to Company.  EXCEPT AS PROVIDED IN THIS PARAGRAPH
11,  DOUBLECLICK  MAKES NO  WARRANTIES  OF ANY  KIND,  WHETHER  EXPRESS  OR
IMPLIED,  INCLUDING ANY IMPLIED WARRANTY OR  MERCHANTABILITY  OR FITNESS OF
THE DART  TECHNOLOGY  FOR A PARTICULAR  PURPOSE.  DOUBLECLICK  SHALL NOT BE
LIABLE FOR OR TO COMPANY,  NOR FOR OR TO ADVERTISERS,  NOR FOR THE CONTENTS
OF THE WEB  SITE OR  PAGES,  NOR FOR ANY  LOSS,  COST,  DAMAGE  OR  EXPENSE
(INCLUDING  COUNSEL FEES) INCURRED BY ANY ADVERTISER IN CONNECTION WITH THE
DELIVERY  OF ANY OF  ADVERTISER'S  BANNERS  TO THE  WEB  SITE  BY  COMPANY,
INCLUDING,  WITHOUT  LIMITATION,  FOR ANY TECHNICAL  MALFUNCTION,  COMPUTER
ERROR OR LOSS OF DATA OR OTHER INJURY, DAMAGE OR DISRUPTION TO ADVERTISER'S
BANNERS.  IN NO  EVENT  SHALL  DOUBLECLICK  BE  LIABLE  FOR  ANY  INDIRECT,
INCIDENTIAL,  CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR
RELATED TO THIS  AGREEMENT  EVEN IF SUCH DAMAGES ARE FORSEEABLE AND WHETHER
OR NOT DOUBLECLICK HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT
SHALL DOUBLECLICK'S LIABILITY ARISING OUT OF THE USE OF THE DART TECHNOLOGY
OR OTHERWISE OUT OF THIS AGREEMENT,  NOTWITHSTANDING  THE FORM IN WHICH ANY
ACTION MAY BE BROUGHT (E.G. TORT, CONTRACT,  OR OTHERWISE) EXCEED THE TOTAL
AMOUNT PAID TO DOUBLECLICK BY COMPANY HEREUNDER.  COMPANY SHALL REQUIRE ALL
ADVERTISERS  TO  SIGN  A  STATEMENT  ACKNOWLEDGING  THE  FOREGOING,   WHICH
STATEMENTS  SHALL BE PROMPTLY  FORWARDED  TO  DOUBLECLICK  BY COMPANY.  THE
COMPANY ACKNOWLEDGES THAT THE AFOREMENTIONED  REQUIREMENT IS OF THE ESSENCE
OF THIS AGREEMENT.

          12.  Representation  and Warranties by Company:  Company warrants
and represents that:

               a. Company has the full unrestricted right, power, and legal
     capacity  to enter into this  Agreement,  to grant the  rights  herein
     granted and fully to perform its obligations hereunder;

               b. Company has entered into  Agreements with each Advertiser
     granting Company the right to deliver said Advertiser's Banners to the
     Web Site using DART Technology;

               c. Company and/or  Advertisers  own and/or have the right to
     use to the extent  necessary  all  material  contained in the Banners,
     including,  without  limitation,  the  copyright,  trademark and other
     proprietary  rights  in and to  such  materials  and  the  use of such
     materials  will not  violate  any  federal,  state  or  local  laws or
     regulations;

               d. Company  and/or  Advertisers  have secured the  requisite
     permission to use any person's name,  voice,  likeness and performance
     as embodied in the  Banners,  or any other  element  contained in said
     material; and

               e. Company's use of the DART Technology will not violate any
     federal, state or local laws.

          13.  Indemnification:   Company  agrees  to  indemnify  and  hold
DoubleClick harmless from and against any and all claims, actions,  losses,
damages,  liability,  costs and expenses (including  reasonable  attorneys'
fees)  arising  out  of or  in  connection  with  (i)  the  breach  of  any
representation,  warranty or agreement made by Company hereunder,  (ii) the
Web  Site  including,  without  limitation,   claims  for  infringement  of
copyright or other intellectual  property rights and violation of rights of
privacy or publicity  and/or (iii) the delivery of Banners by Company using
the DART  Technology.  DoubleClick  shall  promptly  notify  Company of all
claims and proceedings related thereto of which DoubleClick becomes aware.

          14. Termination by DoubleClick:  DoubleClick shall have the right
to terminate this Agreement at any time if:

               a.  Company  breaches  or  is  in  default  of  any  of  its
     representations,  warranties,  agreements,  covenants  or  obligations
     contained herein,  including,  without  limitation,  Company's payment
     obligations,  and fails to cure such breach or default  within  thirty
     (30) days of Company's receipt of DoubleClick's written notice of such
     default.

               b.  DoubleClick,  in its reasonable  good faith  discretion,
     determines  that  Company  has used,  could use, or intends to use the
     DART Technology in such a manner that (a) could damage or cause injury
     to the DART  Technology or (b) reflects  unfavorably on the reputation
     of DoubleClick.

          15.  Assignment:  The  Agreement  does not  extend  to  Company's
subsidiaries,  affiliates,  assignees,  or  related  or  sister  companies.
Company's rights hereunder may not be sold,  transferred,  leased, assigned
or  sublicensed  to any  individual,  firm,  corporation  or  other  entity
(including,   without  limitation,   Company's  subsidiaries,   affiliates,
assignees,  or related or sister  companies)  without  DoubleClick's  prior
written  consent.  Any act in derogation of the foregoing shall be null and
void and shall not relieve Company of its obligations under this Agreement.
Any attempt by Company to assign the rights  granted  herein  shall be void
and  shall  automatically   terminate  Company's  right  to  use  the  DART
Technology.

          16. Audit Rights:  Upon written  notice,  DoubleClick may examine
(or at  DoubleClick's  cost and expense  appoint an  independent  certified
public  accountant or reputable  industry audit  representative to examine)
the books and records of Company relating to the revenues earned by Company
in connection  with its delivery of Banners using the DART  Technology,  on
the premises of Company, during reasonable business hours.

          17. Confidentiality:  Any information relating to or disclosed in
the course of this  Agreement by either party (the  "Disclosing  Party") to
the other party (the "Receiving  Party"),  which is or should be reasonably
understood to be  confidential  or  proprietary  to the  Disclosing  Party,
including  but not  limited  to,  the  material  terms  of this  Agreement,
information about the DART Technology and technical processes and formulas,
source code, product designs,  sales, cost and other unpublished  financial
information,  product and business plans,  projections,  and marketing data
shall be deemed "Confidential Information" and shall not be used, disclosed
or reproduced by the Receiving  Party without the Disclosing  Party's prior
written consent.  "Confidential  Information" shall not include information
(a) already lawfully known to or  independently  developed by the Receiving
Party,  (b) disclosed in published  materials,  (c) generally  known to the
public,  (d) lawfully  obtained from any third party, or (e) required to be
disclosed by law.

          18. Independent Contractor Status: For purposes hereof each party
shall be and act as an  independent  contractor  and not as partner,  joint
venturer or agent of the other.

          19.   Modifications  and  Waivers:   This  Agreement,   including
represents the entire  understanding  between  DoubleClick  and Company and
supersedes all prior  agreements.  No waiver,  modification  or addition to
this  Agreement  shall be valid unless in writing and signed by the parties
to this Agreement.

          20.  Applicable  Law:  This  Agreement  shall be  governed by and
construed in accordance with the substantive  laws of the State of New York
and Company agrees that  jurisdiction  and venue of all matters relating to
this Agreement shall be vested  exclusively in the federal,  state or local
courts within the State of New York.

          21.  Severability:  If any provision of this  Agreement  shall be
adjudicated by any court of competent  jurisdiction to be  unenforceable or
invalid,  that  provision  shall be limited or  eliminated  to the  minimum
extent  necessary so that this  Agreement  shall  otherwise  remain in full
force and effect and the other provisions shall be unaffected.


                                          Accepted:

                                          WEB GENESIS INC.

                                          By:
                                             ---------------------------

                                          Title:
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Approved:

DOUBLECLICK, INC.

By:
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Title:
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