License Agreement - Direct Marketing Technology Inc. and Intellipost Corp.


                                LICENSE AGREEMENT

This Agreement is made by and between Direct Marketing Technology, Inc. ("DMT")
and Intellipost Corporation ("IPOST") on this 30th day of November, 1998 for the
licensing by IPOST from DMT of certain software and related media,
documentation, manuals, materials, information patents, patent applications,
specifications and other Intellectual Property (the "Licensed Property")
required for the operation of the MyPoints(R) Program ("Program") being acquired
by IPOST.

WHEREAS, DMT has acquired the Licensed Property by virtue of an assignment from
MotivationNet, LLC ("MNET");

WHEREAS, IPOST is acquiring a 100% interest in MNET, along with a 100% interest
in Enhanced Response Technologies, Inc. ("ERT"), including ERT's wholly owned
subsidiary MyPoints.Com, LLC which owns and operates the Program (the
"Transaction");

WHEREAS, IPOST, in connection with the Transaction, wishes to obtain an
exclusive license for the Licensed Property for purposes of operating the
Program.

NOW, THEREFORE, there being adequate consideration for the undertaking herein
set forth, DMT hereby grants IPOST a license for the Licensed Property in
accordance with the terms and conditions set forth below:

1.      LICENSE. For and in consideration of royalty payments provided for
        herein, DMT hereby grants to IPOST, including its subsidiaries,
        affiliates and all their successors, and IPOST hereby accepts from DMT,
        an exclusive (subject to any existing licenses granted by MNET or
        MyPoints.com LLC in the ordinary course of business), limited license to
        use the Licensed Property under the terms and conditions set forth in
        this Agreement. IPOST acknowledges and agrees that the Licensed Property
        is proprietary to DMT and that this Agreement grants IPOST no title or
        right of ownership in the Licensed Property, except as provided herein.
        IPOST is hereby authorized to:

        a.      use the Licensed Property in all lawful ways necessary for the
                operation of the Program or any successor thereto, and any
                similar "private label" programs where the liability for points
                or awards issued resides with IPOST, whether such programs are
                on-line and/or off-line;

        b.      use the Licensed Property with regard to any program similar to
                the Program operated outside the United States, under the name
                MyPoints(R) or otherwise;

        c.      sublicense those portions of the Licensed Property required by
                web sites to participate in the Program, subject to the
                requirement that each such web site must execute a MyPoints(R)
                Program Agreement with an attached Software License Agreement
                with terms that are acceptable to DMT;

        d.      modify the Licensed Property and/or merge it into another
                program for use in IPOST's computer system (subject to the
                allowable uses herein); and






        e.      make copies of the Licensed Property and documentation, for
                internal business use, for the operation of the Program and as
                required under allowable sublicenses all as specified in 1.a.,
                b. and c. above.

2.      ROYALTIES. IPOST shall pay to DMT a royalty for the license of the
        Licensed Property in the amount of $4,200,000 (the "Royalty"), which
        shall be paid based on the greater of $35,000.00 per month, or 3% of
        IPOST's monthly revenues generated from the Licensed Property or any
        modifications, enhancements or "new versions" (as defined below) of the
        Licensed Property (the "Revenue"). Royalty payments shall be deferred
        for 90 days from the date of this Agreement. IPOST shall provide DMT a
        monthly report showing all IPOST Revenue within 20 days of the end of
        each calendar month, along with the Royalty payment for that month. DMT
        shall have the right to audit the books and records of IPOST at any time
        upon 5 business days' notice.

3.      PURCHASE OPTION. IPOST, at its sole option, and if it is not in breach
        of this Agreement, may purchase all ownership rights in the Licensed
        Property at the completion of the license Term (as hereinafter defined)
        for a purchase price of one dollar. During the license Term, IPOST shall
        also have the option to purchase all ownership rights in the Licensed
        Property for the then remaining portion of the Royalty that has not been
        paid (the "Remaining Balance"), discounted to a present value using a
        discount rate of the Prime Interest rate (as published in the Wall
        Street Journal) ("Prime") plus 2% (the "Prepayment Amount"). Upon
        purchasing the Licensed Property under this paragraph 3 or paragraph 4
        below, IPOST shall also receive all rights and interests of DMT in and
        to all patents and patent applications associated therewith. DMT shall,
        at IPOST's cost execute any and all documents reasonably required by
        IPOST of the assignment or transfer of said rights and interests to
        IPOST.

4.      MANDATORY PURCHASE OF LICENSED PROPERTY. IPOST shall purchase all
        ownership rights in the Licensed Property if, during the Term of the
        license, IPOST completes an initial public offering of stock ("IPO").
        The purchase price in such event shall be the then existing Prepayment
        Amount as calculated pursuant to paragraph 3 above. Such purchase price
        may be payable at IPOST's option either in cash or in unrestricted and
        fully registered IPOST shares issued in connection with such IPO,
        calculated based on the lowest price such shares are issued in
        connection with the IPO.

5.      LICENSE BACK TO DMT. In the event that IPOST exercises any of its
        options to purchase all ownership rights in the Licensed Property as
        provided in either paragraph 3 or 4 above, IPOST shall provide to DMT a
        license back of the Licensed Property, as it exists at the time of
        IPOST's purchase and as further developed, modified or enhanced over
        time, at a fair market value royalty rate for comparably sized programs,
        for DMT's and its affiliates own business uses, including, without
        limitation, DMT's affiliate's home shopping business (where IPOST, or
        its successor, is the operator). However, any business uses that DMT or
        its affiliates shall make of the Licensed Property shall not directly
        compete with any of the uses by IPOST authorized under this Agreement,
        and DMT shall not have the right to sell, license or transfer the
        Licensed Property to third parties.



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6.      DMT'S RETAINED OWNERSHIP AND USE. During the Term hereof, DMT shall
        retain any and all title and ownership rights in and to the Licensed
        Property as originally licensed to IPOST hereunder. All subsequent
        modifications and/or enhancements of the Licensed Property made by IPOST
        shall be owned by IPOST. Notwithstanding anything herein to the
        contrary, DMT shall have the ability to use the Licensed Property and
        any modifications and enhancements made by IPOST royalty free for any of
        its own business uses (including any of DMT's affiliate's home shopping
        business enterprises) so long as such uses do not directly compete with
        IPOST's allowable uses of the Licensed Property as provided herein, and
        DMT shall not have the right to sell, license or transfer the Licensed
        Property to third parties.

7.      INCLUSION OF COPYRIGHT NOTICE. IPOST agrees to reproduce and include the
        copyright notice, if any, on any copy, modification or portion merged
        into another program.

8.      TERM. The license granted under this Agreement shall commence upon the
        date this Agreement is executed and shall continue for a period of one
        hundred twenty-three (123) months (the "Term").

9.      TERMINATION REQUIREMENTS. Upon termination of this Agreement IPOST shall
        (unless it exercises its purchase option), within 30 days of said
        termination, return to DMT, or destroy, the Licensed Property together
        with all copies, modifications, and merged portions in any form. If
        IPOST chooses to destroy the Licensed Property, and all copies,
        modifications, and merged portions thereof, it shall certify to DMT in
        writing that the destruction has taken place and that IPOST no longer
        has in its possession, nor has it transferred to the possession of
        anyone else, the Licensed Property or any media containing same or any
        portion thereof

10.     NEW VERSION. DMT agrees to provide IPOST with one copy of the latest
        available version of the Licensed Property at no cost to IPOST. If DMT
        develops and implements any new version of the Licensed Property during
        the term of this Agreement, DMT shall provide IPOST, at no charge, with
        a copy of the new version as soon as it is available. "New version"
        shall mean that the Licensed Property has been significantly modified,
        enhanced and extended through the addition of substantial new
        capabilities. If IPOST develops a "new version" of the Licensed
        Property, IPOST shall provide a copy to DMT immediately. IPOST shall, in
        any event, provide DMT a copy of the Licensed Property then currently in
        use by IPOST on a monthly basis, including any enhancements, changes or
        modifications made by IPOST.

11.     WARRANTIES.

        a.      DMT warrants that it has acquired whatever ownership rights MNET
                had in and to the Licensed Property from MNET in connection with
                the Transaction.

        b.      DMT warrants that, to its knowledge, the Licensed Property
                licensed for the purposes set forth herein contains no
                authorization codes, computer viruses or other contaminants,
                including any codes or instructions that can modify, damage or
                disable IPOST's computer systems.



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        c.      IPOST represents and warrants that it has been provided with all
                materials, documents, schematics, source code and literature
                that it has requested regarding the Licensed Property in
                connection with the Transaction, and has determined that the
                Licensed Property, as it exists upon assignment to DMT in
                connection with the Transaction, is sufficient for its needs and
                accepts the Licensed Property "as is".

12.     DISCLAIMER OF WARRANTIES. THE FOREGOING WARRANTIES ARE THE ONLY
        WARRANTIES DMT HAS GIVEN TO IPOST WITH RESPECT TO LICENSED PROPERTY
        BEING LICENSED HEREIN. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER
        WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES
        OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. DMT
        EXPRESSLY DOES NOT WARRANT OR REPRESENT THAT THE LICENSED PROPERTY DOES
        NOT OR WILL NOT INFRINGE OR OTHERWISE VIOLATE ANY PATENT, TRADEMARK,
        COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY THE
        "INTELLECTUAL PROPERTY RIGHTS") OF ANY THIRD PARTY, AND DMT SHALL BE
        UNDER NO OBLIGATION TO INSURE THAT THE LICENSED PROPERTY DOES NOT OR
        WILL NOT INFRINGE ON ANY SUCH INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD
        PARTY, OR THAT IPOST SHALL HAVE CONTINUED RIGHTS TO USE THE LICENSED
        PROPERTY THROUGHOUT THE TERM OF THIS LICENSE.

13.     LIMITATIONS OF LIABILITIES. DMT'S ENTIRE LIABILITY WITH RESPECT TO THE
        LICENSED PROPERTY SHALL BE LIMITED TO THE AMOUNT PAID BY IPOST PURSUANT
        TO THIS LICENSE AGREEMENT FOR THE SIX MONTH PERIOD PRIOR TO ANY SUCH
        LIABILITY BEING CLAIMED BY IPOST. UNDER NO CIRCUMSTANCES SHALL DMT BE
        LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS,
        LOST SAVINGS, OR OTHER DAMAGES ARISING OUT OF THE USE OF, OR INABILITY
        TO USE, THE LICENSED PROPERTY, OR THE BREACH OF ANY EXPRESS OR IMPLIED
        WARRANTY, EVEN IF DMT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE
        DAMAGES. No action, regardless of form, arising out of any transaction
        under this Agreement, may be brought by either party more than one year
        after the injured party has actual knowledge of the occurrence which
        gives rise to the cause of such action.

14.     INDEMNIFICATION. IPOST agrees to defend, indemnify and hold harmless DMT
        and its officers, directors, employees, agents, representatives, and
        affiliates (collectively the "DMT Parties") from and against any claim,
        demand, action, cause of action, loss or damage that in any way arises
        out of or relates to a claim that the Licensed Property violates or
        infringes upon the Intellectual Property Rights of any third party.
        IPOST shall not be required to indemnify DMT as provided for herein for
        any claim that arises out of DMT's or its affiliates' use of the
        Licensed Property as allowed pursuant to this License. IPOST will have
        the right in its sole discretion to control the defense of and settle
        any such claim, provided that any such settlement provides for a full
        release of the DMT Parties. If any such settlement shall not provide for
        a full release of the DMT Parties, IPOST shall first receive the DMT
        Parties' written consent to such settlement. In the event that IPOST
        settles any such claim, IPOST will have no power or authority to object
        under any 




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        provision of this Section 14 to any indemnification claim by DMT with
        respect to such settlement. The DMT Parties will be entitled, at their
        expense, to participate in such defense.

15.     NONDISCLOSURE. IPOST agrees that it shall treat DMT's Confidential
        Information with the same degree of care it treats confidential
        information of its own which it does not wish to disclose to the public.
        For the purposes of this Agreement, "Confidential Information" shall
        mean the Licensed Property and related documentation, manuals
        information and specifications and information of DMT so identified as
        "confidential" by DMT. It shall not include (i) information in the
        public domain or which comes into the public domain other than through
        breach hereof by IPOST, (ii) information in IPOST's possession prior to
        disclosure to it by DMT, or (iii) information disclosed to IPOST by a
        third party who is not under a similar obligation to DMT. IPOST shall
        have the right to disclose such Confidential Information as it is
        obligated to disclose by order of a court of law or administrative body
        which has the legal authority to order such disclosure. However, before
        any such disclosure IPOST shall notify DMT of the order to disclose to
        allow DMT the opportunity to bring action to protect its Confidential
        Information.

16.     GOVERNING LAW. This Agreement shall be construed according to, and the
        rights of the parties shall be governed under, the laws of the State of
        California.

17.     NOTICES. Notices required hereunder shall be sent by facsimile or by
        Certified Mail, Return Receipt Requested, postage prepaid and, if sent
        by mail, shall be deemed received five days after the date of deposit in
        the U.S. Mail.

18.     ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
        between the parties in connection with the licensing of the Licensed
        Property.

19.     WAIVER, AMENDMENT OR MODIFICATION. Any waiver, amendment or modification
        of any provision of this Agreement, or any right, power or remedy
        hereunder shall not be effective unless made in writing, and signed by
        the party against whom enforcement of such waiver, amendment or
        modification is sought. No failure or delay by either party in
        exercising any right, power or remedy with respect to any of its rights,
        obligations or powers hereunder shall operate as a waiver thereof, or a
        waiver of any other provision of this Agreement.

20.     SUCCESSORS AND ASSIGNS. All the terms and provisions of this Agreement
        shall be binding upon and shall inure to the benefit of the parties
        hereto and their successors and assigns and legal representatives. IPOST
        shall have the right to assign this Agreement to any of its subsidiaries
        or affiliates, and shall have the right to assign its rights to the use
        of the Software Program pursuant to the provisions of Section 1.c.
        above. Except as provided for herein, IPOST shall not assign this
        Agreement, nor any right granted hereunder, in whole or in part, without
        DMT's prior written consent, which consent shall not be unreasonably
        withheld.

21.     SEVERABILITY. If any provision of this Agreement, or the application of
        any provision of this Agreement, shall be held by any court or tribunal
        of competent jurisdiction to be 





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        contrary to law, unenforceable or otherwise illegal, the remaining
        provisions of this Agreement shall continue in full force and effect.

22.     SURVIVAL. The provisions of Sections 11, 12, 13, and 14 shall survive
        termination of this License for any reason.



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IN WITNESS WHEREOF, DMT and IPOST have caused this Agreement to be executed by
their duly authorized representatives.


Direct Marketing Technology, Inc.      Intellipost, Inc. ("IPOST")


By: /s/ Thomas Newkirk                 By: /s/ Steven M. Markowitz
   ---------------------------------      --------------------------------------

Title:                                 Title:                              
      ------------------------------         -----------------------------------




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