Service Agreement - 24/7 Media Inc. and Imgis Inc.


AdForce[TM] Service Agreement                              24/7 Media Agreement

This Service Agreement ('Agreement') is entered into as of January 1, 1999 (the
'Effective Date') between 24/7 Media, Inc., a Delaware corporation with its
principal executive offices at 1250 Broadway, New York, New York 10001-3701
('24/7 Media'), and Imgis, Inc., d/b/a 'AdForce,' a California corporation with
offices at 10590 North Tantau Avenue, Cupertino, CA 95014 ('AdForce').

 1. AdForce Service Definition. The AdForce service is an Internet advertising
    administration system that will allow 24/7 Media to manage advertising
    across its network of multiple Web sites. As part of the AdForce service,
    AdForce Will provide 24/7 Media the AdForce client application ('Client'),
    through which 24/7 Media will be able to (a) generate ad tags, (b) schedule
    advertising to run in the online environments in which 24/7 Media places
    those ad tags, and (c) generate reports on such advertising. In addition,
    AdForce will maintain an AdForce server complex from which AdForce will
    electronically deliver advertising scheduled by 24/7 Media to the online
    environments containing the ad tags placed by 24/7 Media. The delivery of
    'Impressions,' defined as the transmission of advertisements by AdForce to
    an AdForce ad tag, may be verified by monthly third-party audits of the
    AdForce service, conducted by the Audit Bureau of Verification Services,
    Inc. or other third party chosen by AdForce.

 2. AdForce Service. (a) Generally. The AdForce service includes the targeting
    features and reports listed in Exhibit A. AdForce will use best efforts to
    accommodate 24/7 Media's custom report requests; any custom reports agreed
    to by both parties will be developed by AdForce at the rate set forth on
    Exhibit A. Features added to the AdForce service in the future (e.g.
    demographic targeting, behavior tracking) may be included without charge in
    the AdForce service, or in AdForce's sole discretion, be subject to
    additional fees. The AdForce services include the functionality described in
    Section 1 and Exhibit A, plus telephone client services support from the
    hours of 6 a.m. to 6 p.m., Pacific Standard Time, Monday-Friday, excluding
    major holidays. AdForce will also maintain 24 x 7 technical service support
    via phone, cell phone or pager. Pricing for the AdForce service is detailed
    in Exhibit A. AdForce will exercise all commercially reasonable efforts at
    all times to correct errors in the Client and in software used to operate
    the AdForce server complex,

               (b) Certain Technical and Integration Support, (i) AdForce shall
    participate when reasonably requested, in technical meetings with 24/7 Media
    staff, and shall furnish 24/7 Media within ninety (90) days from the
    Effective Date a production monitoring page and access to AdForce's customer
    issues tracking system (excluding in either case metrics or issues unique to
    non-24/7 Media customers or campaigns) (ii) AdForce will use commercially
    reasonable efforts to design and implement at 24/7 Media's request and at
    24/7 Media's expense on a time and materials basis, an interface to access
    24/7 Media's Profilz database to enable 24/7 Media, on an exclusive basis,
    to deliver targeted advertising to its customers. Promptly following
    execution of this Agreement, and at 24/7 Media's request, AdForce and 24/7
    Media personnel will develop a plan and budget for such development, and
    determine any incremental pricing to be charged by AdForce for ad management
    and delivery on such new service, AdForce shall not, however, be precluded
    in any way from developing its own targeting advertising products or from
    cooperating with third parties on other advertising services or products,
    whether targeted or otherwise. (iii) AdForce is presently delivering
    advertisements on behalf of 24/7 Media using a combination of 24/7 Media ad
    tags and AdForce ad tags. AdForce agrees to cooperate with 24/7 Media in
    good faith to convert any existing AdForce ad tags to 24/7 Media ad tags,
    and that 24/7 Media may use the AdForce system to generate 24/7 Media ad
    tags for all future 24/7 Media campaigns.

               (c) Capacity. Provided 24/7 Media provides AdForce the impression
    forecasts referenced in Section 3 below, and that 24/7 Media meets its
    guarantee (or compensates AdForce for impression deliveries short of the
    guarantee) provided in Section 3 below, AdForce covenants and warrants it
    will have the capacity to serve properly on behalf of 24/7 Media the
    impression volumes requested by 24/7 Media in its impression forecasts.

3.  24/7 Media Obligations. 24/7 Media agrees to implement 24/7 Media ad tags
    using the process described in the AdForce User Guide and Help
    documentation. Should the average file size of 24/7 Media's advertisements
    exceed 20 kilobytes, as reasonably determined by AdForce on a monthly basis,
    24/7 Media agrees to pay the incremental fee listed in Exhibit A to
    compensate for AdForce's higher bandwidth costs. 24/7 Media agrees to
    provide AdForce quarterly volume forecasts (with expected monthly volumes)
    of Impressions to be delivered using the AdForce service; these forecasts
    will be provided no later than thirty (30) days prior to the beginning of
    each calendar quarter. Finally, 24/7 Media agrees that during the Term (as
    defined in Exhibit A below) hereof, 24/7 Media will manage and deliver
    through the AdForce service not less * of the impressions anticipated in its
    quarterly forecasts; if, for any reason other than AdForce's default, 24/7
    Media fails to deliver this guaranteed amount, 24/7 Media will pay to
    AdForce the difference between * of the guaranteed amount and the amount
    actually served, multiplied by the applicable CPM rate set forth on 
    Exhibit A.

 4. Ownership/Limitations on Use, Subject to the terms and conditions of this
    Agreement, 24/7 Media will have the right to use the Client in its offices
    solely for purposes of using the AdForce service. AdForce shall at all times
    have sole and exclusive ownership of all right, title and interest in and to
    such Client and the AdForce service as a whole, any

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      Confidential--Not to be shared outside 24/7 Media or AdForce, Inc. 



AdForce(TM) Service Agreement                               24/7 Media Agreement

    enhancements thereto and in any materials and data AdForce provides to 24/7
    Media. Notwithstanding anything contained elsewhere in this Agreement, the
    parties acknowledge that 24/7 Media owns the domain name www.247media.com
    and that this ownership shall survive the termination of this Agreement,
    24/7 Media may not copy, modify, alter, sell, distribute or sublicense the
    Client or reverse assemble, reverse compile or otherwise attempt by any
    other method to create or derive the source programs of the AdForce service
    or the Client, nor authorize or contract with third parties to do the same.

5.  Data Rights.  All data AdForce  collects or stores in managing and  
    delivering ads for 24/7 Media which specifically pertain to 24/7 Media or
    its customers and is used for designing, scheduling or administering
    campaigns, generating reports and generating future media plans, including
    information about sites in the media plan, impression limits, ad costs,
    creatives, campaign results, click-through rates or transaction rates
    (collectively 'Campaign Data'), shall be owned by and is proprietary and
    confidential to 24/7 Media. Accordingly, AdForce may not use such Campaign
    Data for any purpose where such data can be specifically associated with the
    identity of 24/7 Media or its clients; provided, however, that AdForce may
    use such Campaign Data for reporting where such information is aggregated
    with information from other AdForce customers and/or not specifically
    identifiable as 24/7 Media information. Further, 24/7 Media shall own all
    data collected or stored as a side effect of serving or tracking ads that is
    not Campaign Data ('Clickstream Data'). However, AdForce can use Clickstream
    Data for any purposes that do not expose Campaign Data to any third party,
    and will not be required to store such information for more than twelve (12)
    months. 24/7 Media may request at any time during the term of the Term
    Sheet, or any renewal term, to receive copies of Clickstream Data from
    AdForce. AdForce will supply such data at the following rates; *.

6.  Confidentiality. Any 24/7 Media  passwords to AdForce,  AdForce  user  
    guides, the AdForce Client, and the AdForce 'help' documentation, whether
    on-line or in printed form, are confidential and proprietary to AdForce. As
    indicated above, all Campaign Data is proprietary and confidential to 24/7
    Media. Such information shall not be used, disclosed or reproduced by the
    other party without the consent of the party providing said information,
    except for any information, data or material which: (a) at the time of
    disclosure to the receiving party was known or in the possession of the
    receiving party; (b) is independently developed by the receiving party; (c)
    is generally available to the public without any breach of this Agreement,

7.  Indemnification. (a) 24/7 Media. Subject to subsection (b), 24/7 Media shall
    indemnify and hold harmless AdForce from any liability and damages and costs
    (including reasonable costs and attorneys' fees) arising out of or relating
    to advertising placed by 24/7 Media using the AdForce service, including,
    without limitation, failure of the AdForce service or the Client, content,
    libel, invasion of privacy, and rights of publicity; provided: (i) AdForce
    promptly notifies 24/7 Media of such claims; (ii) 24/7 Media has sole
    control of the defense and settlement of such claims and is not responsible
    for any settlement that it does not approve in writing; and (iii) AdForce
    renders all assistance required.

               (b) AdForce. AdForce shall indemnify and hold harmless 24/7 Media
    from any third party Claims and liabilities for infringement arising out of
    or relating to 24/7 Media's use of the Client pursuant to this Agreement,
    provided that: (i) 24/7 Media promptly notifies AdForce of such claims; (ii)
    AdForce has sole control of the defense and settlement of such claims and is
    not responsible for any settlement that it does not approve in writing; and
    (iii) 24/7 Media renders all assistance required. If an injunction is
    entered against 24/7 Media's use of the Client, AdForce will, at its option,
    (A) obtain a license permitting such use, (B) modify the Client to avoid the
    infringement, or (C) if it cannot reasonably do either of the foregoing,
    terminate 24/7 Media's access to the Client and this Agreement.

8.  Warranty.  24/7 Media warrants that it is free to enter into this  
    Agreement and that this Agreement constitutes the valid and binding
    obligation of 24/7 Media, enforceable in accordance with its terms, AdForce
    warrants that it is free to enter into and perform this Agreement and,
    except for events beyond AdForce's control, including but not limited to
    Internet service disruptions or access outages and other events of force
    majeure, (a) the AdForce service will conform in all material respects to
    the functionality described in Sections 1 and 2; (b) AdForce either owns,
    has, or will otherwise acquire the right (and will, during the term hereof
    maintain such right) to use all hardware and software components of the
    AdForce service, and will not infringe on any United States federal or state
    intellectual property rights of any third party. 

       Y2K. AdForce warrants to 24/7 that without any requirement for any human
    intervention whatsoever (i) the overall operation, functions and performance
    of the AdForce system will employ in connection with its obligations under
    this Agreement (the 'AdForce System') will be unaffected in any way by any
    date data, date setting, date value, date input or other date related data
    and any combination thereof (collectvely with records using such data, the
    'Date Plan'), whether falling on, after or before September 9, 1999,
    December 31, 1999 or January 1, 2000 (collectively, the 'Millennium Dates');
    (ii) the AdForce System will correctly and accurately, without human
    intervention, store, define, merge, archive, display, recognize, return,
    manage, extract support, calculate,

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       Confidential--Not to be shared outside 24/7 Media or AdForce, Inc.


AdForce(TM) Service Agreement                               24/7 Media Agreement

    compare, manipulate interpret, sort, accept, sequence, tag, present and
    conduct any other operation or process on, any Date Data, will not
    abnormally end as a result of Date Data, will not result in or cause logical
    or mathematical errors or inconsistencies in any user-interface
    functionalities or otherwise, and will move backwards and forwards across,
    Date Data without error relating to or occasioned by Date Data; and (iii)
    the AdForce System shall correctly accommodate same century end
    multi-century formulas in data calculations, shall process two digit century
    Date Data and the fields assigned special values in a manner that correctly
    resolves any ambiguities as to intended century date and shall correctly
    reflect each century in Date Data values and Date Data interface values, and
    the AdForce System does and will have the ability to properly interface with
    internal and external applications or systems of third parties with whom
    AdForce exchanges data electronically, including vendors, suppliers,
    customers, banks and governmental agencies. AdForce warrants to 24/7 that
    the AdForce System shall conform to the warranties in this Section from and
    at all times during the term of this Agreement, before, on or after a
    Millennium Date, regardless of whether 24/7 uses the AdForce System on,
    before or after a Millennium Date,

    EXCEPT AS SPECIFIED IN THIS SECTION 8, ADFORCE HEREBY DISCLAIMS ALL
    WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY AND ALL
    WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
    NON-INFRINGEMENT, IN CONNECTION WITH THIS AGREEMENT.

9.  Liability. EXCEPT IN CASES OF WILLFUL MISCONDUCT, NEITHER PARTY WILL BE
    LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF
    IT HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Termination. The term of this Agreement is as described in Exhibit A. Either
    party may terminate this Agreement in the event that the other party ceases
    to do business, or undergoes a bankruptcy or insolvency proceeding, or an
    assignment for the benefit of creditors. Upon the expiration or termination
    of this Agreement for any reason, the parties will use best efforts to
    effect an orderly transition of 24/7 Media to another ad serving solution,
    and each party will return all Confidential Information of the other party
    in its possession. All accrued payment obligations of 24/7 Media shall
    survive expiration or termination of the Agreement, as shall the parties'
    rights end obligations under Sections 4 through 9, Sections 11 through 13,
    and Sections 15 and 16.

11. Assignment. This Agreement is not assignable or transferable by either
    party without the prior written consent of the other party, except that a
    party may assign the Agreement (a) by operation of law, or (b) to any
    entity acquiring substantially all of assignor's assets. 24/7 Media
    specifically consents to AdForce's March/April 1999 reincorporation into
    Delaware.

12. Payment Terms. 24/7 Media shall pay to AdForce the dollar amounts determined
    from the pricing schedule set forth in Exhibit A within fifteen (15) days
    from date of invoice. All payments to AdForce shall be remitted in U. S.
    Dollars. Fees for the AdForce service are subject to change at the
    expiration of the initial Term and upon renewal of this Agreement.

13. General. This Agreement is the complete and exclusive statement of the
    mutual understanding of the parties and supersedes and cancels all previous
    written and oral agreements and communications relating to the subject
    matter of this Agreement. No failure or delay in exercising any right
    hereunder will operate as a waiver thereof, nor will any partial exercise of
    any right or power hereunder preclude further exercise. Any waivers or
    amendments shall be effective only if made in writing. If any provision of
    this Agreement shall be adjudged 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 enforceable. This Agreement shall be
    governed by the law of the State of New York without regard to the conflicts
    of law provisions thereof. The prevailing party in any action to enforce
    this Agreement will be entitled to recover its attorney's fees and costs in
    connection with such action. Nothing contained herein shall be construed as
    establishing a partnership, joint venture, employment or other business
    relationship between the parties hereto other then that of independent
    contractors. This Agreement may be executed in counterparts.

14. Service Guarantees: 24/7 Media may demand 'make-goods,' (free ad deliveries
    for ads not delivered during down times exceeding the allowable amounts)
    for: (i) failure of ad delivery to maintain * up time, calculated on a
    calendar monthly basis, for * (ii) failure of the AdForce administration
    system to maintain * up time, excluding reasonable scheduled downtime and
    events beyond AdForce's reasonable control, calculated on a calendar monthly
    basis, for * consecutive calendar months; (iii) failure to maintain
    average AdForce ad selector internal response time for ad delivery at equal
    to or less than *, calculated on a calendar monthly basis, for *; (iv)
    persistent documented failure of AdForce's customer support to 24/7 Media
    over *; and (v) AdForce's failure to provide technical support for any
    period in excess of *.
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       Confidential--Not to be shared outside 24/7 Media or AdForce, Inc.


AdForce(TM) Service Agreement                                247 Media Agreement

15. Non-solicitation. For a period commencing on the date hereof and terminating
    * after the end of the Term, neither party may solicit employees of the
    other, nor hire any employees or ex-employees of the other within *
    following termination of employment with the other party. Further, during
    the Term hereof, AdForce agrees not to solicit Web sites in the 24/7 network
    for any purpose, including the providing of ad serving services or for
    purchasing registration or other data, without the written consent of 24/7
    Media.

16. Dispute Resolution. Any controversy or claim arising out of or relating to
    this Agreement, or the breach hereof, shall be settled exclusively by
    arbitration, and neither party shall under any circumstance cease
    performance of its obligations under the Agreement notwithstanding any
    alleged breach by the other. Such arbitration shall be conducted before a
    single arbitrator in accordance with the Commercial Arbitration Rules of the
    American Arbitration Association then in effect. The arbitration shall take
    place in Palo Alto, California, if commenced by 24/7 Media and in New York,
    New York, if commenced by AdForce. Judgment may be entered on the
    arbitrator's award in any court having jurisdiction, and the parties
    irrevocably consent to the jurisdiction of the California and New York
    courts for that purpose. The parties waive personal service in connection
    with any such arbitration; any process or other papers under this provision
    may be served outside California or New York by registered mail, return
    receipt requested, or by personal service, provided a reasonable time for
    appearance or response is allowed. The decision of the arbitrator shall be
    final and binding on the parties. The parties shall equally divide all costs
    of the American Arbitration Association and the arbitrator. Each party shall
    bear its own legal fees in any dispute. The arbitrator may grant injunctive
    or other relief.

17. International Support. AdForce is presently serving ads for 24/7 Media 
    Europe Ltd. out of its data center in California pursuant to a contract with
    Euroserve Media GmbH., AdForce will make every commercially reasonable
    effort to ensure adequate support of 24/7 Media in Europe. AdForce shall
    supply such services under direct contract with 24/7 Media Europe Ltd. and
    shall provide such services on a most favored nation basis for contracts
    entered into for ad delivery in Europe.

18. Publicity. AdForce and 24/7 agree to consult with one another prior to 
    making any disclosures, publicly or privately, about this Agreement. AdForce
    and 24/7 agree that neither party shall issue a press release announcing
    this Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement as of January 1,
1999 (the 'Effective Date').

By: /s/ C. Andrew Johns              Accepted: /s/ Rex S. Jackson
   -------------------------                  ---------------------
Print Name: C. ANDREW JOHNS          Name:  REX S. JACKSON  
           -----------------              ------------------------
Title: EVP & CFO                     Title: VP/GC
      ----------------------               -----------------------
Company: 24/7 Media, Inc.            Imgis, Inc., d/b/a 'AdForce'


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       Confidential--Not to be shared outside 24/7 Media or AdForce, Inc.



AdForce(TM) Service Agreement                               24/7 Media Agreement

                                    Exhibit A

                             Reporting and Targeting

   Reports Available - The following reports are currently available in the 

AdForce service:
AdForce Reporting

The following reports are currently available with all levels of the AdForce
service: 


Network Reports               Website Reports               Advertiser Reports 
--------------------------------------------------------------------------------
                                                        
Daily Campaign Details       Activity by Advertiser         Campaign On-line Summary
Daily Campaign Summary       Activity by Area Code          Summary by Area Code 
Monthly Billing Report       Activity by Browser            Summary by Banner 
Summary by Advertiser        Activity by Content Unit       Summary by Browser 
Summary by Area Code         Activity by Country            Summary by Category 
Summary by Browser           Activity by Date               Summary by Country 
Summary by Category          Activity by Domain             Summary by Date 
Summary by Country           Activity by Keyword            Summary by Domain
Summary by Date              Activity by Hour               Summary by Hour 
Summary by Domain            Activity by Operating System   Summary by Operating System 
Summary by Hour              Activity by Pay Type           Summary by Service Provider 
Summary by Operating System  Activity by Service Provider   Summary by SIC Code 
Summary by Payment Type      Activity by SIC Code           Summary by Website 
Summary by Service Provider  Website Revenue                Campaign Summary
Summary by SIC Code                                         Monthly Billing Report 
Summary by Website
Website Revenue

All other reports currently provided by AdForce to 24/7 Media.

AdForce Targeting Capabilities - The AdForce service includes targeting on the following 
parameters, when AdForce databases allow the parameter to be resolved:

o Browser Type - Different campaigns can be delivered to visitors of different browsers. 
o Operating System - Different campaigns can be delivered to visitors with different operating systems. 
o Domain Type - Different campaigns can be delivered to visitors from different domain types.
o Service Provider - Different campaigns can be delivered to visitors with different ISPs.
o Telephone Area Code - Different ads can be delivered to visitors in different area codes.
o SIC Code - Different ads can be delivered to visitors working for companies with different SIC codes.
o Country - Different campaigns can be delivered to visitors from different countries.
o Frequency - An advertisement can be shown a 'specified number of times to each visitor.
o Sequence - A series of advertisements can be shown In sequence to a visitor.
o Keywords - Advertisements can be targeted on the basis of a search word or phrase.
o Site Data - Ads can be targeted on the basis of a site's data (i.e., with registered users).
o Day/Date/Time of Day - Ads can be scheduled to run during specific times and on specific days.
o Content Area - Ads can be targeted to a specific area of a site.


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       Confidential--Not to be shared outside 24/7 Media or AdForce, Inc.



AdForce(TM) Service Agreement                               24/7 Media Agreement

   Term; Level of Service. The initial term ('Term') shall commence on the
   Effective Date and end on the fifth (5th) anniversary of such data;
   provided, however, that at any time 24/7 Media may terminate this Agreement
   for any reason, or for no reason, by giving AdForce * prior written notice
   of its election to terminate, 24/7 Media may renew this Agreement for
   subsequent * by giving written notice to AdForce within * from expiration of
   the Term, or any renewal term.

   24/7 Media agrees to pay AdForce for all Impressions delivered through the
   AdForce service after the Effective Date at the applicable rate set forth
   below, which shall be subject to change upon renewal of this Agreement.

                                                  AdForce Service
                           ---------------------------------------
                           Campaign Management    Scheduling
                           Features               Delivery
                                                  Inventory Forecast
                                                  Reporting
                                                  Targeting
                           ---------------------------------------
                           Auditing               Free monthly audit
                           ---------------------------------------

                                          CPMs for Ad Delivery

                                                    *

                                                    *

                                                    *

o   Beginning April 1, 1999: Buttons (ad size limit 10 kilobytes) will be *
    CPM. House ads and unpaid ads that are redirected will be * CPM, subject to
    a maximum cap of * of volume in any given month; any excess will be billed
    at * CPM. Unpaid ads that are served directly will be * CPM, subject to
    a maximum cap of * of volume in any given month; any excess will be billed
    at * CPM.

o   AdForce pricing and fees for processing and delivering demographically
    targeted advertising via TargetForce or for AdForce's TrackForce product are
    not included in the above pricing and will be covered in a separate
    agreement.

o   AdForce will use commercially reasonable efforts to accommodate 24/7 Media's
    requests for custom reports. If the parties agree to one or more custom
    reports, AdForce shall develop such report(s) at the rate of * per hour,
    plus direct out-of-pocket expenses. Should 24/7 Media make a request for any
    such custom work, AdForce shall first prepare a written quote for such work
    for 24/7 Media's review and approval. There may also be additional charges
    for other reports that AdForce adds to its service in the future.

o   At 24/7 Media's request, AdForce will supply on-site training to 24/7 Media
    personnel at the rate of * per day, plus reasonable travel and
    out-of-pocket expenses.

o   An additional * per thousand Impressions will be applied for each 10
    kilobytes (or fraction thereof) that the average size of advertisements
    placed by 24/7 Media through the AdForce service in a calendar month exceeds
    20 kilobytes.

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       Confidential--Not to be shared outside 24/7 Media or AdForce, Inc.