<PAGE>

                            MEDIA SEARCH LICENSE AGREEMENT


THIS MEDIA SEARCH LICENSE AGREEMENT ("Agreement") is made and entered into
effective October 28, 1998 (the "Effective Date"), by and between
Entertainment Boulevard, Inc., with its principal place of business at 12910
Culver Blvd, Suite 1, Los Angeles, CA 90066 USA, a California corporation,
("Media Search Partner" or EntertainmentBlvd") and AltaVista Company, a
Delaware corporation, with its principal place of business at 529 Bryant
Street, Palo Alto, CA 94301 USA ("AltaVista" or "AV").

1.   DEFINITIONS.  For purposes of this Agreement, "Content" shall refer to
     the image media files, image media file indices, descriptive data feeds,
     and other media Content resident on Media Search Partner's Web site
     domain and/or aggregated by Media Search Partner, and made available to
     the AltaVista search engine for purposes of generating one or more
     custom multimedia search index files.  For purposes of this Agreement,
     "AltaVista Platform" refers to a generic set of Web pages that may also
     function together as a Web site.  The AltaVista Platform may contain any
     or all of the following: an Internet index, a search tool (resident on
     any of the AltaVista Platforms and/or any OEM version of the AltaVista
     search service), advertising, or any other feature that might be
     desirable on a Web site domain.  For purposes of this Agreement,
     "co-branding" refers to one or more web pages containing attribution and
     brand features of both AltaVista and Media Search Partner.

2.   LICENSE.  Media Search Partner hereby grants to AltaVista (itself or
     through its "Affiliates," which means any person or entity directly or
     indirectly controlling, controlled by or under common control with
     AltaVista), under all of Media Search Partner's intellectual property
     rights, a worldwide, non-transferable, non-exclusive license, during the
     term of this Agreement to access, crawl, reproduce, create derivatives
     of, index, display, perform and distribute the Content to end users by
     means of search results on the AltaVista Platform (as more particularly
     described in Exhibit A to this Agreement).  Search results may be in the
     form of text links, thumbnails, both and/or some derivative form thereof.

3.   USE OF TRADEMARKS.  Each party grants the other a non-exclusive,
     non-transferable, royalty-free right to display during the term of this
     Agreement the trademarks, service marks and logos (collectively, the
     "Marks") made available by such party, subject to the terms of this
     Agreement and such party's typical trademark usage standards.  In the
     event either party determines that the other's use of the applicable
     Marks is inconsistent with the applicable Mark holder's quality
     standards, then upon written request and within ten (10) days, the
     applicable party shall conform to the proper use of such Mark(s).  If
     either party fails to conform to the applicable use of the other party's
     Marks, then the owner of such Marks shall have the right to suspend use
     of such Mark(s) under the terms of this Agreement.  Each party hereby
     acknowledges and agrees that (i) the respective Marks are owned solely
     and exclusively by the applicable party, (ii) except as set forth
     herein, neither party has any rights, title or interest in or to the
     other party's Marks and (iii) all use of the other party's Marks by
     shall inure to the benefit of the applicable owner of the Mark(s).  Each
     party agrees not to apply for registration of the other party's Marks
     (or any mark confusingly similar thereto) anywhere in the world.

     TERM; TERMINATION. This Agreement shall be for an initial period of one
     (1) year from the Effective Date (the "Initial Term").  In the event the
     parties elect to continue this Agreement for an additional period of
     time, each subsequent term of this Agreement shall be for a period of
     three (3) months.  This Agreement shall be renewed automatically for
     additional three (3) months periods unless Media Search Partner provides
     written notice of termination to AV not less than sixty (60) days before
     the end of the then current term.

5.   TERMINATION FOR CONVENIENCE.  AV may terminate this Agreement at any
     time, with or without cause, upon thirty (30) days prior written notice
     to Media Search Partner.  Upon termination of this Agreement, AV's
     rights to publish or display the Content shall terminate.  However, AV
     and/or its Affiliates may continue to use previously delivered Content
     for internal purposes only, including but not limited to archival.  AV
     and Media Search Partner shall work to ensure that end users who may
     attempt to access previously delivered or produced Content are properly
     referred to a non-expired Web page on the AV Platforms for a period of
     thirty (30) days following termination of this Agreement.

6.   REPRESENTATIONS AND WARRANTIES.  Media Search Partner represents and
     warrants that: (i) it has obtained all necessary consents and licenses
     associated with the Content, and has full authority to grant the
     licenses contained in this Agreement; and (ii) the Content does not, and
     its placement within the AV Platform in accordance with this Agreement
     will not: (a) violate any international, federal, state or local law or
     regulation; (b) infringe any copyright, trademark, trade secret or other
     intellectual property rights of any third party; (c) in any way
     misappropriate any party's name or likeness, or violate any party's
     right of privacy, publicity, or any other right of any third party; (d)
     contain any material which is unlawful, harmful, abusive, hateful,
     obscene, threatening, libelous or defamatory; (vi) the Content shall be
     free of any viruses, Trojan horses, trap doors, back doors, Easter eggs,
     worms, time bombs, cancelbots or other computer programming routines
     that are intended to damage, interfere with, intercept, or expropriate
     any system data or personal information; and (vii) its internal systems
     and network shall be Year 2000 Compliant and, during the initial and
     Subsequent Terms, Media Search Partner will use commercially reasonable
     efforts to correct any errors which have a material adverse effect on
     its internal systems and/or network.

7.   INDEMNITY.  Media Search Partner agrees to indemnify, defend and hold
     harmless AltaVista, its affiliates and each of its respective
     shareholders, officers, directors, employees and agents, harmless from
     and against any and all losses, penalties, liabilities, injuries,
     damages, judgments, attorneys' fees, appellate fees, and any other costs
     and expenses incurred in connection with any third party claims, causes
     of action, or claims by any person or entity relating to the Content
     provided by Media Search Partner to AltaVista and its Affiliates
     pursuant to this Agreement and/or the use by AltaVista of the Content
     pursuant to this Agreement, including, but not limited to, any third
     party claims alleging infringement of any copyright, patent, trademark
     or other proprietary right, or alleging libel, slander, defamation or
     invasion of privacy, arising from: (i) the use of the Content, Media
     Search Partner's Marks, or other materials or information provided by
     Media Search Partner; and (ii) any

<PAGE>

     bridge Media Search Partner of the term representation and warranties set
     forth in this Agreement.

8.   LIMITATION OF LIABILITY.  Each party's liability, and in AltaVista's
     case the liability of its Affiliates, in connection with this Agreement
     shall be limited to the aggregate amount of fees paid by Media Search
     Partner under this Agreement.  UNDER NO CIRCUMSTANCES SHALL EITHER PARTY
     BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
     SPECIAL OR EXEMPLARY DAMAGES, LOST PROFITS, LOST USE OF EQUIPMENT, LOSS
     OF STORED MEMORY, COST OF SUBSTITUTE EQUIPMENT OR OTHER DOWNTIME COSTS,
     REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT,
     TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL
     PURPOSE OR OTHERWISE, (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
     POSSIBILITY OF SUCH DAMAGES), OR FOR ANY CLAIM AGAINST THE OTHER BY ANY
     OTHER PARTY ARISING FROM THE RELATIONSHIP CONTEMPLATED BY THIS AGREEMENT.

9.   CONFIDENTIALITY.  The parties acknowledge that, in the course of their
     dealings hereunder, each may acquire information about the other, its
     business activities and operations, its technical information and its
     trade secrets, all of which are proprietary and confidential (the
     "Confidential Information").  Each party agrees that the terms of this
     Agreement shall be deemed the Confidential Information of each party.
     During the Term of this Agreement (including any Extension Terms) and
     for a period of two (2) years after the expiration or termination of
     last Extension Term, each party hereby agrees that: (i) all Confidential
     Information shall remain the exclusive property of the disclosing party;
     (ii) it shall maintain, and shall use prudent methods to cause its
     employees, agents and its Affiliates to maintain, the  confidentiality
     and secrecy of the Confidential Information; (iii) it shall use prudent
     methods to ensure that its employees, agents and its Affiliates do not
     copy, publish, disclose to others or use (other than pursuant to the
     terms hereof) the Confidential Information; and (iv) it shall return or
     destroy all copies of Confidential Information upon request of the other
     party. Notwithstanding the foregoing, Confidential Information shall not
     include any information to the extent that it: (i) is or becomes a part
     of the public domain through no act or omission on the part of the
     receiving party; (ii) is disclosed to third parties by the disclosing
     party without similar restriction on such third parties; (iii) is in the
     receiving party's possession without the receiving party's actual or
     constructive knowledge of an obligation of confidentiality with respect
     thereto, at or prior to the time of disclosure under this Agreement;
     (iv) is disclosed to the receiving party by a third party having no
     obligation of confidentiality with respect thereto; (v) is independently
     developed by the receiving party without reference to the disclosing
     party's Confidential Information; or (vi) is released from confidential
     treatment by written consent of the disclosing party.

10.  PUBLICITY.  Each party may issue a press release stating that they have
     signed this Agreement and may utilize the other party's Marks or stock
     symbol in such press release.  Each party will supply the other with a
     quote from an employee at the Vice President level or higher, or permit
     the other party to attribute a quote to such an individual, to be
     included in the initial press release.  The parties agree to cooperate
     with each other in announcing the Agreement to the media by making
     spokespeople available, expediting approvals of media documents and
     coordination thereof.  Approval for such releases shall not be
     unreasonably withheld by either party. Neither party shall issue or
     permit to be issued, any additional press releases regarding the other
     party or this agreement without prior coordination with and approval by
     the other party.

11.  CHANGE OF CONTROL.  Each party shall provide written notice of any
     Change of Control (as defined below) of such party to the other party
     within ten (10) days of such change.  Within thirty (30) days of receipt
     of a notice of Change of Control, the other party may terminate this
     contract by providing written notice of termination.  A "Change of
     Control" shall be deemed to have occurred if: (i) any person or entity
     becomes the beneficial owner (as defined in Rule 13d-3 under the
     Securities Exchange Act of 1934), directly or indirectly, of securities
     representing fifty percent (50%) or more of the combined voting power of
     the party's outstanding securities; or (ii) a merger or consolidation of
     the party with any other entity is approved, unless the voting
     securities of the party outstanding immediately prior thereto continue
     to represent (either by remaining outstanding or by being converted into
     voting securities of the surviving entity) more than fifty percent (50%)
     of the combined voting power of the outstanding securities of the
     surviving entity immediately after such merger or consolidation.

12.  GENERAL PROVISIONS.

     12.1 NOTICES.  All notices, requests and other communications hereunder
          will be in writing and will be delivered in person, or sent by
          certified mail, return receipt requested, overnight courier
          service, or by facsimile to the address or facsimile number of the
          parties set forth below, or to such other addresses or numbers as
          may be stipulated in writing by the parties pursuant hereto.
          Unless otherwise provided, notice will be effective on the date it
          is officially recorded as delivered by return receipt or equivalent
          or by facsimile confirmation date.

          ALTAVISTA
          Attn: Mark Wozniak
          Title: Director of Business Development
          Phone: 650.295.3300
          E Mail: mark.wozniak@av.com

          Address: 1825 S. Grant St. Suite 200
                  San Mateo, CA 94402

          WITH A COPY TO:
          Attn: Stephanie Lucie
          Title: Corporate Counsel
          Phone: 650.617.3443
          Fax: 650.617.3528
          E Mail: stephanie.lucie@av.com
          Address: 529 Bryant St.
                   Palo Alto, CA 94301

          MEDIA SEARCH PARTNER
          Attn: Adam Clampitt
          Title: VP Of Business Development
          Phone: 310.578.5404 x206
          E Mail: adam@entertainmentblvd.com
          Address: 12910 Culver Blvd. Suite 1
                   Los Angeles, CA 90086


     14.3 ENTIRE AGREEMENT.  This Agreement, together with any, appendices,
          amendments, schedules and/or exhibits hereto, sets forth the entire
          understanding between the parties, and supersedes any and all oral or
          written


<PAGE>


      agreements or understandings between the parties, as to the subject matter
      of this Agreement.  This Agreement may be modified only in a document
      signed by both parties.  This Agreement shall be binding upon and shall
      inure to the benefit of the undersigned parties and their respective
      successors and permitted assigns.  In the event of a conflict between
      any of the terms contained in this Agreement and those contained in any
      appendices, amendments, schedules and/or exhibits made part of this
      Agreement, the order of precedence shall be as follows:

      -   The Exhibits

      -   The Amendments

      -   The Appendices

      -   This Agreement

14.4. ASSIGNMENT.  Neither party may assign this Agreement, or sublicense,
      assign or delegate any right or duty hereunder, without the prior
      written consent of the other, except that AV may assign this Agreement to
      any of its Affiliates, or, in connection with any merger, sale of assets
      or other reorganization transaction involving AV, to any other third
      party.  This Agreement shall inure to the benefit of AV's Affiliates.

14.5. SURVIVAL OF CERTAIN PROVISIONS.  Notwithstanding the termination or
      expiration of this Agreement, the rights and obligations in Sections
      3, 4, 5, 6, 7, 8, 9 and 10 shall survive termination or expiration of
      this Agreement.

14.2. FORCE MAJEURE.  In no event shall either party be liable to the other
      for any delay or failure to perform hereunder, which delay or failure to
      perform is due to causes beyond the control of said party including, but
      not limited to, government restrictions, exchange or market rulings,
      labor strike, war, act of civil or military authority, sabotage,
      epidemic, flood, earthquake, fire, other natural disaster, or any other
      event, condition or occurrence beyond the reasonable control of such
      party.

14.3. WAIVER.  The failure of either party at any time to require performance
      by the other party of any provision hereof shall in no way affect the
      full right to require such performance at any time thereafter, nor shall
      the waiver by either party of a breach of any provision hereof be taken
      or held to be a waiver of any succeeding breach of such provision or as
      a waiver of the provision itself.

14.4. SEVERABILITY.  If any provision of this Agreement or the application
      thereof to any person or circumstances shall to any extent be held to be
      invalid or unenforceable, the remainder of this Agreement, or the
      application of such provisions to persons or circumstances as to which
      it is not held to be invalid or unenforceable, shall not be affected
      thereby, and each provision shall be valid and be enforced to the
      fullest extent permitted by law.

14.5. RELATIONSHIP OF THE PARTIES.  This Agreement does not and shall not be
      deemed to constitute a partnership or joint venture between the parties
      and neither party nor any of their respective directors, officers,
      employees or agents shall, by virtue of the performance of their
      obligations under this Agreement, be deemed to be an agent or employee
      of the other.

14.6. GOVERNING LAW.  This Agreement shall be governed by, and construed in
      accordance with the laws of, the State of California without regard to
      its conflict of laws principles.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
do each hereby warrant and represent that their respective signatory whose
signature appears below has been and is on the Effective Date of this
Agreement duly authorized by all necessary and appropriate corporate action
to execute this Agreement.

ALTAVISTA COMPANY

By: /s/ Greg Memo
   ---------------------------------
Name: GREG MEMO
     -------------------------------
Title: GM AV Search
      ------------------------------

ENTERTAINMENT BOULEVARD, INC.

By: /s/ Stephen Brown
   ---------------------------------
Name: STEPHEN BROWN
     -------------------------------
Title: CEO
      ------------------------------
<PAGE>

                                  EXHIBIT A

1.   CONTENT TO BE DELIVERED, INDEXED AND DISPLAYED:

     a.   EntertainmentBlvd.com will deliver data leads to AltaVista for the
          Video Content on the following Media Search Partner site:
          www.entertainmentblvd.com or successors to this site
          ("EntertainmentBlvd Content").

     b.   AV will index the EntertainmentBlvd Content and serve thumbnail
          versions of the EntertainmentBlvd Content as search results on its
          media search results pages.

     c.   EntertainmentBlvd will create a co-branded viewing page
          ("Co-Branded Viewing Page") that will display a full-sized version
          of the EntertainmentBlvd Content thumbnails.  AV users who click on
          a EntertainmentBlvd Content thumbnails on AV media results pages
          will link to this Co-Branded Viewing Page.

2.   PRODUCTION/HOSTING OF THE VIDEO CLIP AND CO-BRANDED VIEWING PAGE:

     a.   Media Search Partner will produce and host the Co-Branded Viewing
          Page where the video clips from the EntertainmentBlvd Content are
          viewed when AV users click on EntertainmentBlvd's thumbnails on an
          AV media search results page.

     b.   The Co-Branded Viewing Page will adhere to the AV look and feel and
          AV design specifications.  AV will work with EntertainmentBlvd to
          create the Co-Branded Viewing Page.  AV shall have approval rights
          for the Co-Branded Viewing Page to insure it is consistent with
          AV's design specifications.  AV shall not unreasonably withhold
          approval of the Co-Branded Viewing Page.  The Co-Branded Viewing
          Page will be located at the following URL:
          www.entertainmentblvd.altavista.com.

     c.   AV will make available to EntertainmentBlvd, a media search box
          tool on the Co-Branded Viewing Page free of charge, for a period of
          one (1) year from the Effective Date of this Agreement.  Should
          EntertainmentBlvd elect to incorporate a media search box tool into
          its site, AV will use reasonable commercial efforts to implement
          the search box tool before the EntertainmentBlvd Content is
          integrated and becomes available to the public as part of the AV
          media search index.

     d.   If EntertainmentBlvd elects to incorporate an AV search box, AV
          will produce and host a co-branded search results page ("Co-Branded
          Results Page").

3.   SEARCH RESULTS/RELEVANCY:

     a.   If a video search is initiated by an end user on the AV media
          search page, then the media search results page may or may not
          include combined results from the entire World Wide Web,
          EntertainmentBlvd and/or other AV partners.

     b.   If ANY search query is made when a user selects the
          EntertainmentBlvd Content under the premier media partner
          collection, then the results page will serve thumbnails only from
          the EntertainmentBlvd Content.

     c.   If EntertainmentBlvd elects to incorporate an AV search box on its
          site (as per Section 2(c) above), and a media search (in the AV
          search box) is initiated by an end user on EntertainmentBlvd's web
          site, then the results page will only include Content from the
          EntertainmentBlvd Content.

4.   BRANDING/ATTRIBUTION:

     a.   The media search results page containing EntertainmentBlvd Content
          thumbnails will display copyright information or other related
          information as designated by EntertainmentBlvd as mouse-over text
          when users' pointer passes over an EntertainmentBlvd thumbnail or
          as may be agreed upon by the parties.  The implementation of such
          mouse-over text will be consistent with all other mouse-over
          functionality on the AV media search results pages.

     b.   The Co-Branded Viewing Page will also contain an AV return
          navigation logo/banner (to be supplied by AV).

5.   RETURN NAVIGATION:

     a.   EntertainmentBlvd will provide AV with return navigation back to
          the AV hosted page, from which the user clicked through to
          Co-Branded Viewing Page.

     b.   AV will provide to EntertainmentBlvd the AV return navigation logo
          or banner.  Should AV change its back navigation logo or banner,
          EntertainmentBlvd will substitute the new back navigation
          logo/banner within a commercially reasonable time frame.

6.   PREMIER PARTNER STATUS:
<PAGE>

         a.   AV shall give EntertainmentBlvd Premier Partner status free of
              charge for six (6) months.

         b.   Premier Partner status is currently in a
              developmental/experimental phase and may change from time to
              time.  AV will rollout Premier Partner features at its
              discretion.  During the term of the free Premier Partner status,
              AV may add, delete, modify or enhance features and may add or
              remove partners to these features at its discretion.

         c.   The current proposed implementation includes adding a Premier
              Partner Area on AltaVista's media search page that will allow
              users to search for content exclusively within a Premier
              Partner's site and rotation along with the other Premier Partners
              in a special Premier Partner section promoting the Partner's site
              and/or special promotions or events.

7.  PRESS RELEASES:

         a.   Either party may issue a press release announcing the
              relationship, and may identify EntertainmentBlvd as an "AltaVista
              Media Search Premier Partner."  Either party's proposed press
              release will be submitted to the other party for approval.
              Neither party will unreasonably withhold approval of such.

         b.   Each party's proposed press release shall adhere to the terms and
              conditions described in Section 10 ("Publicity") of this
              Agreement.

8.  DATA FEED SPECIFICATIONS/REQUIREMENTS:

         a.   Data feed shall be hosted on an FTP server to which AV shall have
              access.  The data feed will consist of a video data feed in XML
              format.

         b.   Video data feed must contain the following:
                   i)   Text or keywords that sufficiently describe the makeup
                           or content of each media item
                   ii)  Media item URL, source, title, author, copy right and
                           file name
                   iii) Target page URL, title and abstract
                   iv)  If available a thumbnail that visually represents the
                           content of each video
                   v)   Duration, file size, and encoding information - frame
                           depth, rate, height, weight and/or any other relevant
                           data if available.
                   vi)  If available, closed caption, teleprompter files, and
                           run down sheets
                   vii) Start and stop positions if clip is part of a larger
                           file

         c.   Thumbnails delivered to AV must be a minimum of 105x105 pixels and
              a maximum of 1024x1024, (e.g. 256x256) in jpeg format.  This does
              not mean all images must be square.  Media Search Partner grants
              AV the right to create derivative works from the Content delivered
              to AV for the purpose of reformatting the Content for display as
              search results within AV generated search results pages.  If
              pre-constructed thumbnails are not available for video Content, AV
              will automatically select a key frame from the first thirty
              seconds of the video to act as the thumbnail.

         d.   The parties agree the delivery of data feeds will be in a format
              to be mutually agreed upon.

         e.   Media Search Partner will identify to AV what can be used as a
              caption, which AV will display as mouse-over text (also called
              "nearby text").

9.  CHANGES TO PARTNER CONTENT:

         a.   As EntertainmentBlvd makes updates and additions to its
              Content, EntertainmentBlvd shall make such updates and
              additions available to AV.  EntertainmentBlvd will make
              commercially reasonable efforts to notify AV of updates and
              additions within two (2) business days and AV shall have the
              option to incorporate such updates and additions to its media
              index immediately or during its next indexing period.

         b.   If there is EntertainmentBlvd Content that is already indexed by
              AV and EntertainmentBlvd removes or changes the location of the
              Content, EntertainmentBlvd will make commercially reasonable
              efforts to notify AV within in two (2) business days that the
              Content has been removed or changed and AV will make
              commercially reasonable efforts to remove the Content from its
              index within two (2) business days.

10. DELIVERY SCHEDULE:

         a.   EntertainmentBlvd will deliver sample feeds for each
              EntertainmentBlvd site by November 7, 1999.

<PAGE>

         c.   EntertainmentBlvd will produce and deliver to AV for review and
              approval, the Co-Branded Viewing Page at least two (2) weeks
              prior to the date EntertainmentBlvd's Content is slated to be
              incorporated into the production version of the AV media search
              index and results.  The slated date for production will be
              determined by AV and communicated to the Search Partner as soon
              as such date is established by AV and incorporated into AV's
              production schedule.

11. REVENUE MODEL:

         a.   Through the term of this Agreement, EntertainmentBlvd will pay AV
              a percentage of the net e-commerce revenue accrued by
              EntertainmentBlvd (EntertainmentBlvd's net e-commerce revenue
              shall be fixed at eight percent (8%) for the purpose of this
              agreement) equal to the percentage of traffic that AV represents
              of EntertainmentBlvd's total traffic in a given month.  For
              example, if EntertainmentBlvd's total traffic for Month A is 10
              million and AV is responsible for 1 million, then AV would
              receive ten percent (10%) of EntertainmentBlvd's eight percent
              (8%) of total e-commerce revenue in Month A.  Since
              EntertainmentBlvd cannot track AV traffic beyond the Viewing Page
              and therefore cannot accurately measure AV traffic by total page
              views, traffic will be measured by total unique visits to
              EntertainmentBvld.

         b.   Through the term of this Agreement, AV shall be responsible for
              the sales, management, administration, ad serving, billing and
              collection for all advertising and sponsorship on any
              Co-Branded Pages.  AV shall pay EntertainmentBlvd 40% of Net Ad
              Revenues accrued from all Banner Ads sold for the Co-Branded
              Viewing Page. "Net Ad Revenues" means gross advertising
              revenues accrued to AV for Banner Ads and/or other promotions
              displayed on the Co-Branded Pages less third party commissions,
              direct ad serving costs, doubtful accounts and concessions
              (such commissions, costs, doubtful accounts and concessions, in
              aggregate shall not exceed 41% of gross advertising revenue).
              Fees are due and payable in full in U.S. dollars within
              forty-five (45) days after the each fiscal quarter (Q1 ending
              month is October, Q2 is January, Q3 is April, Q4 is July) in
              which ad share revenues have been accrued.

12. REVENUE REPORTING:

         a.   Media Search Partner will on a weekly basis, provide Revenue
              reporting of AltaVista generated traffic going to pages hosted by
              Media Search Partner and shall include in such reports initial
              page traffic and click through site traffic reports based upon
              AltaVista generated traffic.  Data will be made available through
              an automated secure FTP transfer.  The parties shall mutually
              agree upon the format of the files.  All such information shall
              be subject to the confidentiality provisions herein.

         b.   Each party, using one of the big five accounting firms, will have
              the right to audit and inspect such files, books and records of
              account of the other upon reasonable notice during regular
              business hours, but no more frequently than once each year.  In
              the event a discrepancy is found to exist, the party favored by
              such discrepancy shall be entitled to payment of such amounts.
              Payment of the auditor will be the responsibility of the
              initiating party, unless the auditor finds a discrepancy of
              greater than five percent (5%), in which case the party
              responsible for the error shall pay the reasonable costs of the
              auditor.

13. TRAFFIC REPORTING:

         a.   Media Search Partner will on a weekly basis, provide traffic
              reporting of AltaVista generated traffic going to pages hosted by
              Media Search Partner and shall include in such reports initial
              page traffic and click through site traffic reports based upon
              AltaVista generated traffic.  Data will be made available through
              an automated secure FTP transfer.  The parties shall mutually
              agree upon the format of the files.

         b.   All such information shall be subject to the confidentiality
              provisions herein.

14. PROPOSED PREMIER PARTNERSHIP FLOW:

See Exhibit B.  The Content of Exhibit B is designed to graphically represent
the current proposed navigational flow from AV search results to the viewing of
an image, video clip and/or other Content hosted and/or owned by the Media
Content Partner.  It is not intended to be binding nor is it intended to
supersede any clause or term in this Agreement.


<PAGE>







                                   [CHART]