<PAGE>   1
EXHIBIT 10.11  E-Commerce Agreement with Lycos, Inc.

Note: Certain portions of this Exhibit marked with asterisks have been omitted
      pursuant to a request for confidential treatment and are being filed
      separately with the SEC.

                              E-COMMERCE AGREEMENT

This Agreement, dated as of October 31, 1999 (the "Effective Date"), is made by
and between Lycos, Inc., a Delaware corporation with a principal place of
business at 400-2 Totten Pond Road, Waltham, MA 02451 ("Lycos") and Virtual
Technology Corporation, a Minnesota corporation with a principal place of
business at 3100 West Lake Street, Suite 400, Minneapolis, Minnesota 55416
("Virtual Technology").

                                    Recitals

A.       Lycos is the owner or licensee of certain Web services (collectively,
the "Lycos Services"), which are accessible through the URLs www.lycos.com (the
"Lycos Site"), www.tripod.com (the "Tripod Site"), www.angelfire.com (the
"Angelfire Site"), www.mailcity.com, www.wired.com, www.hotbot.com and
www.whowhere.com (all sites are collectively referred to as the "Lycos
Network").


B.       Virtual Technology operates a Web site accessible through the URL
www.virtual-world.com and intends to operate a Web site accessible through the
URL www.netdirect.com. On one of the foregoing sites, Virtual Technology shall
sell and promote computer hardware and software products under the brand name
"netdirect" (or such other brand name as Virtual Technology may elect),
including home personal computer systems (such site referred to as the
"Netdirect Storefront Site"; all content and information on the Netdirect
Storefront Site shall be referred to herein as the "Content").


C.       Lycos and Virtual Technology wish to establish a relationship through
which Lycos will integrate links throughout the Lycos Network to a co-branded
version of the Netdirect Storefront Site (the "Co-Branded Storefront Site") and
will provide Virtual Technology with access to Lycos' electronic commerce hub,
located, as of the Effective Date, at the URL http://shop.lycos.com/
("E-Market").

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Lycos and Virtual Technology hereby agree as
follows:

                                      Terms

1.       Co-Branded Storefront Site.

1.1      Serving and Hosting. Virtual Technology will operate and serve the
Co-Branded Storefront Site in a manner consistent with the present quality
standards of Lycos and which meets response performance standards for Lycos
users at least as good as those of the Lycos Site. In addition, Virtual
Technology will be responsible for system operation software costs, hardware
costs, and network costs. Virtual Technology shall provide Lycos with a contact
at Virtual Technology who shall be available to assist Lycos twenty-four hours a
day, seven days a week (via pager access after Virtual Technology's regular
business hours). Virtual Technology will generate daily traffic reports and
provide Lycos with audited traffic reports on a monthly basis. Without Lycos'
prior approval, Virtual Technology shall not (i) sell or place advertisements or
sponsorships on any page of the Co-Branded Storefront Site for any entity or
person; (ii) sell any merchandise or other items on any page of the Co-Branded
Storefront Site, except as otherwise contemplated herein; or (iii) place a link
to the Netdirect Storefront Site or any other site on the Co-Branded Storefront
Site. Virtual Technology shall provide additional services and functionality
that are developed by Virtual Technology for the Netdirect Storefront Site (or
any successor to the Netdirect Storefront Site) at no additional cost so that
the Co-Branded Storefront Site is maintained at a level substantially equal to
the Netdirect Storefront Site as it appears from time to time. Lycos may elect
not to include on the Co-Branded Storefront Site any such additional services
and functionality. Lycos shall have the right to provide online access to the
Co-Branded Storefront Site to Lycos' subsidiaries, joint venture partners of
Lycos, and licensees of the Lycos Services.













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1.2      Launch Date. Virtual Technology shall launch the Co-Branded Storefront
Site within thirty (30) days of the Effective Date (the "Launch Date"). Lycos
shall provide commercially reasonable technical assistance to Virtual
Technology, as requested, to launch the Co-Branded Storefront Site within the
required time set forth herein.

1.3      Branding. The Co-Branded Storefront Site will have the Lycos Network
branding bar on each page and the Lycos "look and feel," unless otherwise agreed
to by both parties. The URL of the Co-Branded Storefront Site will be
substantially similar to: www.[name of Netdirect Storefront Site].lycos.com.

1.4      Content. Subject to Section 1.1 above, the content on the Co-Branded
Storefront Site shall include all Content on the Netdirect Storefront Site,
unless otherwise mutually agreed to by the parties.

1.5      Sales. Virtual Technology shall be responsible for all aspects of
sales generated from the Co-Branded Storefront Site, including, without
limitation, taking orders, processing payments, shipping orders, ordering and
stocking inventory, processing returns, refunds and credits, insuring shipments
(if customary in Virtual Technology's shipment of product sold other than via
the Web), etc. Lycos shall take no part in, and have no responsibility or
liability for, the actual sales transactions.

2.       Lycos Network Integration.

2.1      Links on the Lycos Network. Lycos will display the impressions
purchased by Virtual Technology outlined in Section 4 and Exhibit A, which is
incorporated herein, in accordance with the time schedule specified therein. In
addition, if Virtual Technology creates a program (the "Company Affiliate
Program") through which users of the Tripod and Angelfire Sites can place links
to the Co-Branded Storefront Site on their home pages and receive incentives to
sell Virtual Technology products on their home page, then Lycos agrees to
promote the Company Affiliate Program to its users of the Tripod and Angelfire
Sites through additional mutually agreeable impressions. Virtual Technology
shall provide Lycos with any reasonable assistance requested by Lycos in
establishing all links between the Lycos Network and the Co-Branded Storefront
Site and any Company Affiliate Program, and with all artwork (subject to Lycos'
approval) for the advertising banners and links. In addition, Virtual Technology
represents and warrants that it can track each user that clicks through one of
the impressions or links on the Lycos Network to the Co-Branded Storefront Site
so as to determine whether such user purchases a product(s) or service(s) from
the Co-Branded Storefront Site.

2.2      Promotion and Merchandising in E-Market. Upon the launch of the
Co-Branded Storefront Site, Lycos shall place one anchor tenant link to the
Co-Branded Storefront Site from (i) the top level page of the "Computers"
products category, (ii) one sub-category within the "Computers" products
category and (iii) one sub-category within the "Electronics" products category,
such sub-categories to be selected by Virtual Technology within 30 days of the
Effective Date (the "Selected Sub-Categories"). Subject to Lycos' sole
discretion, the Co-Branded Storefront Site will be included among the "Suggested
Merchants" on the top level page of the "Computers" products category (the
"Suggested Merchants Section"). Lycos shall select Suggested Merchants based
upon objective criteria, such as, but not limited to, quantity of pageviews and
click-throughs, such criteria subject to change at Lycos' sole discretion.
However, if placement in the Suggested Merchants Section becomes a product that
can be purchased by retailers, Lycos shall ensure that Virtual Technology is
placed in the Suggested Merchants Section. The Co-Branded Storefront Site shall
be promoted among the "Featured LYCOShops" on the top level page of the
"Computers" products category (in the upper left position for the first 60 days
after the Launch Date) and on the two Selected Sub-Categories. In addition, to
the extent that Lycos has not otherwise provided such advertising space to
another E-Market participating retailer, Lycos shall promote the Co-Branded
Storefront Site as one of the "Featured "LYCOShops" in each of the
sub-categories in the "Computer" category not otherwise selected by Virtual
Technology to be a Selected Sub-Category. In addition, in Lycos' sole discretion
and based on availability, if Virtual Technology provides Lycos with the
Co-Branded Storefront Site product listings in XML file format on a mutually
agreeable basis, Lycos will promote the Co-Branded Storefront Site and its
products and services within relevant areas of E-Market including, without
limitation, those areas relating to featured






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*** Asterisk material has been omitted as described on the first page of this
    Exhibit.



products, sales and specials, and special events, to the extent in Lycos' sole
discretion such promotion is appropriate in such areas in relation to the
products and services offered in the Co-Branded Storefront Site. Further, if
Virtual Technology provides Lycos with the Co-Branded Storefront Site product
listings in XML file format on a mutually agreeable basis, Lycos shall include
the Co-Branded Storefront Site products and services in Lycos' E-Market database
which lists the products and services available on E-Market and shall guarantee
that certain mutually agreeable Co-Branded Storefront Site products will receive
prominent placement in the product listings and search results in E-Market.
Virtual Technology shall use commercially reasonable efforts to integrate the
Co-Branded Storefront Site with E-Market so that E-Market users may include
Co-Branded Storefront Site purchases in the E-Market universal shopping cart.

2.3      Program Optimization Discussions. Every six months, or at some other
mutually agreeable interval, the parties agree to discuss the effectiveness of
the integration program set forth above in Sections 2.1 and 2.2 and whether any
reasonable repositioning of the impressions provided for herein would increase
user traffic to the Co-Branded Storefront Site (the "Program Discussion"). In
conducting the Program Discussion, the parties may consider the following
figures in discussing the effectiveness of the integration program: ***
click-through average rate for "E-Market Placements" (as described on Exhibit
A), and *** click-through average rate for "Planned Impressions" (as described
on Exhibit A). If the parties conclude during the Program Discussion that
reasonable repositioning of the impressions would increase user traffic to the
Co-Branded Storefront Site, then Lycos will use good faith efforts to reasonably
reposition or replace the impressions with impressions of equivalent value,
subject to availability, based on the Program Discussion. The parties agree that
this Section does not, directly or indirectly, constitute a guarantee of traffic
volume, click-throughs, click-through rates, revenue or any other measure of the
effectiveness of the impressions or the integration program, nor does it,
directly or indirectly, obligate Lycos to provide or place impressions other
than as explicitly set forth in this Agreement. The parties acknowledge that
there are many factors that contribute to achievement of any particular
click-through rate, and that many such factors are not subject to the control of
either party. In addition, Virtual Technology agrees that it shall not
constitute a breach of the Agreement, or be a basis for termination or
non-performance of this Agreement, in part or whole, if the click-through rates
specified above are not met.

2.4      Sweepstake Promotions. Lycos shall host and administer two co-branded
sweepstake promotions per each year of Term, or such other frequency as mutually
agreed upon by the parties, that promote the Co-Branded Storefront Site. Virtual
Technology shall provide all prizes, the value and type of which will be
determined by Virtual Technology in its sole discretion.

2.5      Advertising Revenue. Lycos may sell banner advertising space on the
Co-Branded Storefront Site; provided, however, that such advertising shall not
promote computer products or software. Lycos shall pay Virtual Technology *** of
Net Advertising Revenue (as defined below) from such advertising. "Net
Advertising Revenue" means gross advertising revenue from the sale of banner
advertisements targeted to the Co-Branded Storefront Site less Lycos' costs,
which are deemed to be a flat *** of such gross revenue. Payment by Lycos will
be made within forty-five (45) days following the quarter in which Lycos
receives the gross advertising revenue.

2.6      Account Manager. Each party shall appoint an employee to act as the
other party's primary point of contact, which employees, among other things,
will oversee the implementation of the commitments outlined in these Sections
1-4.

2.7      Virtual Technology Marketing Plan. Within thirty (30) days of the
Effective Date, Virtual Technology shall develop and provide to Lycos a
marketing plan for the promotion of the Co-Branded Storefront Site, which shall
include a breakdown of planned marketing expenditures. In connection with such
plan, Virtual Technology will spend at least *** during the first year of the
Term for the sole purpose of promoting the Co-Branded Storefront Site (the
"First Year Advertising"). Virtual Technology shall ensure that Lycos is
prominently promoted in at least twenty-five percent (25%) of the First Year
Advertising. In addition, Virtual Technology agrees to promote Lycos in all of
its off-line First Year Advertising by



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*** Asterisk material has been omitted as described on the first page of this
    Exhibit.


prominently featuring the Lycos brand and the tagline "Find us at Lycos.com,
keyword `Net Direct'". The branding and manner of all advertising provided by
Virtual Technology under this Section shall be subject to Lycos' prior approval,
such approval not to be unreasonably withheld. Lycos shall have two business
days after receiving advertising artwork and copy in which to approve or object
to such advertising.

3.       Redesigning of the Lycos Network Sites. Virtual Technology
acknowledges that, consistent with Lycos' need for editorial discretion, Lycos
may redesign, delete or replace any pages on sites in the Lycos Network,
including, without limitation, those pages relating to E-Market and related
terms of service, and those pages on which the impressions described in Sections
2.2 and 4 and Exhibit A will be displayed. In addition, Lycos may redesign or
replace the type of links, buttons, boxes and banners described above.
Notwithstanding the foregoing, Lycos will use good faith efforts to provide
Virtual Technology with comparable links and banners on any re-designed or
replacement pages.

4.       Impression Guarantees. For purposes of this agreement, the term
"impression" means an advertising banner, link, tab or other promotional
material served by Lycos, as provided in Exhibit A. Lycos guarantees that during
the Term, Lycos shall provide Virtual Technology with *** Lycos Network
impressions as outlined in Exhibit A, consisting of approximately ***
impressions during the first year, *** impressions during the second year and
*** impressions during the third year of the Term hereof, the placement of which
will be as described on Exhibit A (unless revised pursuant to Section 2.3). If
Lycos fails to provide the guaranteed number of impressions during each year of
the Term, Lycos will make good on this Agreement by providing Virtual Technology
with additional impressions in mutually agreed upon locations. The impressions
provided pursuant to Section 2.2 count toward the impression guarantee herein.
Impressions provided on the Co-branded Storefront Site do not count toward the
impression guarantee herein. In the event that multiple impressions appear on a
single page of a Lycos Network site (e.g., a site page includes a banner ad and
a showcase box), each impression will be counted toward the Lycos impression
guarantees set forth herein.

5.       Standard Terms and Conditions. The advertising products outlined in
Section 4 will be provided pursuant to the Terms and Conditions outlined in
attached Exhibit B, which Terms and Conditions are incorporated herein by
reference. Throughout the Term, all advertising banners must meet the Lycos
specifications found at http://adreporting.lycos.com/specs.html, as they appear
from time to time.

6.       Royalties and Fees.

6.1      Lycos Network Integration Fees. During the Term, Virtual Technology
shall pay Lycos integration fees totaling $14,500,000 allocable as follows:

Year 1 of the Term:  $4,500,000, of which:

         Payable on Effective Date:  $1,125,000

         Payable 30 days after the Launch Date:  $1,125,000

         Payable 90 days after the Launch Date:  $1,125,000

         Payable 180 days after the Launch Date: $1,125,000

Year 2 of the Term:  $5,000,000, of which:

Payable one year after the Effective Date (the "One Year Anniversary Date"):
$1,250,000

Payable in three equal quarterly payments due 90, 180 and 270 days after the One
Year Anniversary Date: $1,250,000






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*** Asterisk material has been omitted as described on the first page of this
    Exhibit.

Year 3 of the Term:  $5,000,000, of which:

Payable two years after the Effective Date (the "Two Year Anniversary Date"):
$1,250,000

Payable in three equal quarterly payments due 90, 180 and 270 days after the Two
Year Anniversary Date: $1,250,000

6.2      Lycos Transaction Royalties. During the Term, in addition to the
integration fees outlined above, Virtual Technology shall pay Lycos (a) *** of
gross revenue, exclusive of sales taxes, rebates, returns and shipping charges,
from purchases of products and/or services on the Co-branded Site associated
with the Company Affiliate Program and (b) the greater of (i) *** of gross
margin (defined as gross revenue, exclusive of sales taxes, rebates and returns,
less direct costs, including shipping charges) or (ii) a Specified Percentage
(as described below) of the gross revenue, exclusive of sales tax, rebates,
returns and shipping charges, from purchases of products and/or services on the
Co-Branded Storefront Site (excluding those purchases associated with the
Company Affiliate Program). For sales during 1999, the Specified Percentage is
***. For sales during the first, second and third quarters of 2000, the
Specified Percentage is ***, *** and ***, respectively. For sales during the
fourth quarter of 2000 and thereafter, the Specified Percentage is ***. Payment
will be made in the month following the month in which the user purchases such
products.

7.       Reporting. Virtual Technology shall provide Lycos with monthly reports
regarding: (i) click-throughs to the Co-Branded Storefront Site from the
impressions outlined in Section 4 and Exhibit A; (ii) a breakdown of First Year
Advertising expenditures; and (iii) the number of Lycos user sales and sales
from links on Tripod and Angelfire Site member homepages and the amount of such
sales. In addition, within 45 days of the end of each quarter, Virtual
Technology shall provide Lycos a report detailing the calculation and
determination of the gross margin, gross revenue and direct costs as described
above in Section 6.2.

8.       Audit Rights. Each party shall maintain complete and accurate records
with respect to the calculation of all payments due under this Agreement. Each
party shall have the right, at its expense (except as provided below), to audit
the other party's books and records for the purpose of verifying and tracking
payment amounts. Any audits made pursuant to this Section shall be made not more
than once per year, on not less then ten (10) days written notice, during
regular business hours, by auditors reasonably acceptable to the party being
audited. In the case of audits performed for the purpose of verifying and
tracking payments, if the auditor's figures reflect payment due under this
Agreement other than those reported by the party being audited, then the party
being audited shall pay the amount owed (if such amount is higher than
reported), or the party conducting the audit shall reimburse the difference (if
such amount is lower than reported), as the case may be. In addition, for any
audit performed hereunder, if the auditor's figures vary by more than 10% from
the figures provided by the party being audited, then the party being audited
shall also pay the reasonable cost of the audit.

9.       User Information. With respect to the Co-Branded Storefront Site,
Virtual Technology shall manage the user database on such site, which shall
include, without limitation, any and all information provided by users (the
"User Information") on the Co-Branded Storefront Site, provided, however, that
Lycos and Virtual Technology shall jointly own all User Information obtained on
the Co-Branded Storefront Site. Neither Lycos nor Virtual Technology may,
without a user's permission, sell or otherwise transfer a user's User
Information to any third party (other than by merger, consolidation or sale of
all or substantially all of the assets of such party). Both Virtual Technology
and Lycos agree that the sharing of any such User Information and the use
thereof shall be consistent with the parties' privacy policies disclosed to the
users when the information is collected. On a monthly basis, Virtual Technology
shall provide Lycos with all User Information obtained on the Co-Branded
Storefront Site within ten (10) days after the end of each month, in a manner to
be mutually agreed to by the parties.

10.      Term. The term ("Term") of this Agreement shall commence on the
Effective Date and continue for three (3) years unless terminated earlier as
provided in Section 17 below.





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11.      Licenses. To the extent access to the Co-Branded Storefront Site is
deemed a use, public display, transmission, distribution or reproduction of the
Content, or to the extent the Content is actually used, publicly displayed,
transmitted, distributed or reproduced on the Lycos Network, Virtual Technology
hereby grants Lycos a non-exclusive, non-transferable (except as provided
herein), royalty-free (except as provided herein), worldwide license to use,
publicly display, transmit, distribute and reproduce the Co-Branded Storefront
Site and the Content during the Term solely for the purposes described herein.
Virtual Technology represents and warrants that it has obtained all necessary
licenses, consents and approvals relating to all Content provided by a third
party and that it is responsible for obtaining any such licenses, consents and
approvals during the Term.

12.      Marks. Lycos hereby grants to Virtual Technology a non-exclusive,
non-transferable license to reproduce and display Lycos' trademarks, service
marks, logos and the like solely for the purposes specified in this Agreement
and in accordance with Lycos' established trademark usage policies and
procedures. Virtual Technology hereby grants Lycos a non-exclusive,
non-transferable license to reproduce and display Virtual Technology's
trademarks, service marks, logos and the like solely for the purposes specified
in this Agreement and in accordance with Virtual Technology's established
trademark usage policies and procedures. Except as expressly stated herein,
neither party shall make any other use of the other party's marks. Upon request
of either party, the other party shall provide appropriate attribution of the
use of the requesting party's marks. (e.g., "Go Get It(R) is a registered
service mark of Lycos, Inc. All Rights Reserved.") or immediately cease using
such requesting party's marks. In connection with the licenses granted
hereunder, each party shall have the unilateral right to establish such quality
standards and additional terms and conditions concerning the use of its
trademarks as such party deems necessary to reasonably protect its trademarks.
Such licenses shall terminate automatically upon the effective date of
expiration or termination of this Agreement.

13.      Representations and Warranties. Each party hereby represents and
warrants as follows:

(a)      Corporate Power. Such party is duly organized and validly existing
under the laws of the state of its incorporation and has full corporate power
and authority to enter into this Agreement and to carry out the provisions
hereof.

(b)      Due Authorization. Such party is duly authorized to execute and
deliver this Agreement and to perform its obligations hereunder.

(c)      Binding Agreement. This Agreement is a legal and valid obligation
binding upon it and enforceable with its terms. The execution, delivery and
performance of this Agreement by such party does not conflict with any
agreement, instrument or understanding, oral or written, to which it is a party
or by which it may be bound, nor violate any law or regulation of any court,
governmental body or administrative or other agency having jurisdiction over it.

(d)      Intellectual Property Rights.

(i)      Virtual Technology has the full and exclusive right to grant or
otherwise permit Lycos to access the Netdirect Storefront Site and the
Co-Branded Storefront Site, and to use Virtual Technology's intellectual
property as necessary for Lycos to perform its obligations under this Agreement,
and Virtual Technology is aware of no claims by any third parties adverse to any
of such intellectual property rights.

(ii)     Lycos has the full and exclusive right to grant or otherwise permit
Virtual Technology to access the Lycos Network and to use Lycos' intellectual
property as necessary for Virtual Technology to perform its obligations under
this Agreement, and Lycos is aware of no claims by any third parties adverse to
any of such intellectual property rights.

(iii)    If either party's (the "Infringing Party") intellectual property
rights are alleged or held to infringe the intellectual property rights of a
third party, the Infringing Party shall, at its own expense, and in its sole
discretion, (1) procure for the non-Infringing Party the right to continue to
use the allegedly infringing intellectual property or (2)





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replace or modify the intellectual property to make it non-infringing; provided,
however, if neither option is possible or economically feasible and if the
inability to use such intellectual property would cause a material breach of
this Agreement (as determined by the non-Infringing Party), the Infringing Party
may terminate this Agreement.

The representations and warranties and covenants in this Section 13 are
continuous in nature and shall be deemed to have been given by each party at
execution of this Agreement and at each stage of performance hereunder. These
representations, warranties and covenants shall survive termination or
expiration of this Agreement.

14.      Limitation of Warranty. EXCEPT AS EXPRESSLY WARRANTED IN SECTIONS 2.1,
4, 11, 12 AND 13 ABOVE, EACH PARTY EXPRESSLY DISCLAIMS ANY FURTHER WARRANTIES,
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, LYCOS MAKES NO EXPRESS OR IMPLIED
WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE LYCOS NETWORK (INCLUDING
E-MARKET), THE CO-BRANDED STOREFRONT SITE AND THE CONTENT, AND LYCOS SHALL NOT
BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS RELATED THERETO.
LYCOS SPECIFICALLY DISCLAIMS ALL LIABILITY FOR THE CO-BRANDED STOREFRONT SITE
(EXCEPT FOR ADVERTISING SOLD BY LYCOS FOR DISPLAY THEREON), THE CONTENT AND ANY
ADVERTISING PROVIDED BY VIRTUAL TECHNOLOGY TO LYCOS FOR DISPLAY, AND VIRTUAL
TECHNOLOGY SPECIFICALLY DISCLAIMS ALL LIABILITY FOR THE LYCOS NETWORK (EXCLUDING
THE CO-BRANDED STOREFRONT SITE) AND THE CONTENT THEREIN. EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT, LYCOS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR
REPRESENTATIONS WITH RESPECT TO ANY PRODUCTS OFFERED OR SOLD THROUGH THE LYCOS
NETWORK, THE NETDIRECT STOREFRONT SITE OR THE CO-BRANDED STOREFRONT SITE
(INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY,
NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF
PERFORMANCE, DEALING OR TRADE USAGE).

15.      Indemnification; Insurance.

15.1     Indemnification.

15.1.1   Virtual Technology Indemnity. Virtual Technology will at all times
defend, indemnify and hold harmless Lycos and its officers, directors,
shareholders, employees, accountants, attorneys, agents, affiliates,
subsidiaries, successors and assigns from and against any and all third party
claims, damages, liabilities, costs and expenses, including reasonable legal
fees and expenses, arising out of or related to: (i) any breach of any warranty,
representation, covenant or agreement made by Virtual Technology in this
Agreement; (ii) the development, operation or maintenance of the Netdirect
Storefront Site or the Co-Branded Storefront Site, including the Content thereon
(but not including any advertising sold by Lycos for display on the Co-Branded
Storefront Site); and (iii) the sale of any products or services through the
Netdirect Storefront Site or the Co-Branded Storefront Site, including without
limitation the purchase, acceptance, use or misuse of, or reliance on, such
products and services by any customer or user. Lycos shall give Virtual
Technology prompt written notice of any claim, action or demand for which
indemnity is claimed. Virtual Technology shall have the right, but not the
obligation, to control the defense and/or settlement of any claim in which it is
named as a party and which arises as a result of Virtual Technology's breach of
any warranty, representation, covenant or agreement under this Agreement. Lycos
shall have the right to participate in any defense of a claim by Virtual
Technology with counsel of Lycos' choice at Lycos' own expense. The foregoing
indemnity is conditioned upon: prompt written notice by Lycos to Virtual
Technology of any claim, action or demand for which indemnity is claimed;
complete control of the defense and settlement thereof by Virtual Technology;
and such reasonable cooperation by Lycos in the defense as Virtual Technology
may request.

15.1.2   Lycos Indemnity. Lycos will at all times defend, indemnify and hold
harmless Virtual Technology and its officers, directors, shareholders,
employees, accountants, attorneys, agents, affiliates, subsidiaries, successors
and assigns from and against any and all third party claims, damages,
liabilities, costs and expenses, including reasonable legal fees and expenses,
arising out of or related to any breach of any warranty, representation,
covenant or agreement made by Lycos in this Agreement, the development,
operation or maintenance of the Lycos Network, including the content thereon
(but specifically excluding the Co-branded Storefront Site, the Content and any
content posted by users and appearing in search results, chat or bulletin
boards). Virtual Technology






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<PAGE>   8


shall give Lycos prompt written notice of any claim, action or demand for which
indemnity is claimed. Lycos shall have the right, but not the obligation, to
control the defense and/or settlement of any claim in which it is named as a
party. Virtual Technology shall have the right to participate in any defense of
a claim by Lycos with counsel of Virtual Technology's choice at Virtual
Technology's own expense. The foregoing indemnity is conditioned upon; prompt
written notice by Virtual Technology to Lycos of any claim, action or demand for
which indemnity is claimed; complete control of the defense and settlement
thereof by Lycos; and such reasonable cooperation by Virtual Technology in the
defense as Lycos may request.

15.1.3   Settlement. Neither party shall, without the prior written consent of
the other party, settle, compromise or consent to the entry of any judgment with
respect to any pending or threatened claim unless the settlement, compromise or
consent provides for and includes an express, unconditional release of all
claims, damages, liabilities, costs and expenses, including reasonable legal
fees and expenses, against the indemnified party.

15.2     Insurance. For the length of the Term, Virtual Technology shall cause
Lycos to be included as an "additional insured" on all of Virtual Technology's
relevant insurance policies that provide coverage of any kind relating to or
regarding the services or content provided by or the goods and products sold by
Virtual Technology in accordance with the terms of this Agreement.

16.      Confidentiality, Press Releases.

16.1     Non-Disclosure Agreement. The parties agree and acknowledge that, as a
result of negotiating, entering into and performing this Agreement, each party
has and will have access to certain of the other party's Confidential
Information (as defined below). Each party also understands and agrees that
misuse and/or disclosure of that information could adversely affect the other
party's business. Accordingly, the parties agree that, during the Term of this
Agreement and thereafter, each party shall use and reproduce the other party's
Confidential Information only for purposes of this Agreement and only to the
extent necessary for such purpose and shall restrict disclosure of the other
party's Confidential Information to its employees, consultants or independent
contractors with a need to know and shall not disclose the other party's
Confidential Information to any third party without the prior written approval
of the other party. Notwithstanding the foregoing, it shall not be a breach of
this Agreement for either party to disclose Confidential Information of the
other party if required to do so under law or in a judicial or other
governmental investigation or proceeding, provided the other party has been
given prior notice and the disclosing party has sought all available safeguards
against widespread dissemination prior to such disclosure.

16.2     Confidential Information Defined. As used in this Agreement, the term
"Confidential Information" refers to: (i) the terms and conditions of this
Agreement; (ii) each party's trade secrets, business plans, strategies, methods
and/or practices; and (iii) other information relating to either party that is
not generally known to the public, including information about either party's
personnel, products, customers, marketing strategies, services or future
business plans. Notwithstanding the foregoing, the term "Confidential
Information" specifically excludes (A) information that is now in the public
domain or subsequently enters the public domain by publication or otherwise
through no action or fault of the other party; (B) information that is known to
either party without restriction, prior to receipt from the other party under
this Agreement, from its own independent sources as evidenced by such party's
written records, and which was not acquired, directly or indirectly, from the
other party; (C) information that either party receives from any third party
reasonably known by such receiving party to have a legal right to transmit such
information, and not under any obligation to keep such information confidential;
and (D) information independently developed by either party's employees or
agents provided that either party can show that those same employees or agents
had no access to the Confidential Information received hereunder.

16.3     Press Releases. Lycos and Virtual Technology may jointly prepare press
releases concerning the existence of this Agreement and the terms hereof.
Otherwise, no public statements concerning the existence or terms of this
Agreement shall be made or released to




                                      -17-
<PAGE>   9



any medium except with the prior approval of Lycos and Virtual Technology or as
required by law.

17.      Termination. Either party may terminate this Agreement if (a) the other
party files a petition for bankruptcy or is adjudicated bankrupt; (b) a petition
in bankruptcy is filed against the other party and such petition is not
dismissed within sixty (60) days of the filing date; (c) the other party becomes
insolvent or makes an assignment for the benefit of its creditors pursuant to
any bankruptcy law; (d) a receiver is appointed for the other party or its
business; (e) upon the occurrence of a material breach of a material provision
by the other party if such breach is not cured within thirty (30) days after
written notice is received by the breaching party identifying the matter
constituting the material breach; or (f) by mutual consent of the parties.
Further, after the first year of the Term, Lycos shall have the right to
terminate this Agreement for any or no reason upon sixty (60) days written
notice (the "At Will Termination Right"). Notwithstanding the foregoing, if,
prior to the commencement of the second year of the Term, Virtual Technology
agrees in writing to pay Lycos an additional $1,500,000 in the second year of
the Term (payable in four equal installments on the same schedule as in Section
6.1), Lycos shall not exercise the At Will Termination Right during the second
year of the Term. If, prior to the commencement of the third year of the Term,
Virtual Technology agrees in writing to pay Lycos an additional $1,500,000 in
the third year of the Term (payable in four equal installments on the same
schedule as in Section 6.1), Lycos shall not exercise the At Will Termination
Right during the third year of the Term.

18.      Force Majeure. In the event that either party is prevented from
performing, or is unable to perform, any of its obligations under this Agreement
due to any cause beyond the reasonable control of the party invoking this
provision, the affected party's performance shall be excused and the time for
performance shall be extended for the period of delay or inability to perform
due to such occurrence.

19.      Relationship of Parties. Virtual Technology and Lycos are independent
contractors under this Agreement, and nothing herein shall be construed to
create a partnership, joint venture or agency relationship between Virtual
Technology and Lycos. Neither party has authority to enter into agreements of
any kind on behalf of the other.

20.      Assignment, Binding Effect. Neither Lycos nor Virtual Technology may
assign this Agreement or any of its rights or delegate any of its duties under
this Agreement without the prior written consent of the other. Notwithstanding
the foregoing, either party may assign this Agreement to any successor of such
party.

21.      Choice of Law and Forum. This Agreement, its interpretation,
performance or any breach thereof, shall be construed in accordance with, and
all questions with respect thereto shall be determined by, the laws of the
Commonwealth of Massachusetts applicable to contracts entered into and wholly to
be performed within said state. Virtual Technology hereby consents to the
personal jurisdiction of the Commonwealth of Massachusetts, acknowledges that
venue is proper in any state or Federal court in the Commonwealth of
Massachusetts, agrees that any action related to this Agreement must be brought
in a state or Federal court in the Commonwealth of Massachusetts, and waives any
objection Virtual Technology has or may have in the future with respect to any
of the foregoing.

22.      Good Faith. The parties agree to act in good faith with respect to each
provision of this Agreement and any dispute that may arise related hereto.

23.      Counterparts and Facsimile Signatures. This Agreement may be executed
in multiple counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument. Facsimile
signatures will be considered original signatures.

24.      No Waiver. The waiver by either party of a breach or a default of any
provision of this Agreement by the other party shall not be construed as a
waiver of any succeeding breach of the same or any other provision, nor shall
any delay or omission on the part of either party to exercise or avail itself of
any right, power or privilege that it has, or may have hereunder, operate as a
waiver of any right, power or privilege by such party.




                                      -18-


<PAGE>   10


25.      Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, successors and
assigns.

26.      Severability. Each provision of this Agreement shall be severable from
every other provision of this Agreement for the purpose of determining the legal
enforceability of any specific provision.

27.      Notices. All notice required to be given under this Agreement must be
given in writing and delivered either in hand, by facsimile, by certified mail,
return receipt requested, postage pre-paid, or by Federal Express or other
recognized overnight delivery service, all delivery charges pre-paid, and
addressed:

If to Lycos:

         Lycos, Inc.
                  400-2 Totten Pond Road
                  Waltham, MA 02451
                  Fax No.: (781) 370-2600
            Attention: General Counsel
                  Telefax:  (781) 370-2600

If to Virtual Technology:

                  Virtual Technology Corporation
                  3100 West Lake Street, Suite 400
                  Minneapolis, Minnesota  55416
                  Attention:  Kenneth Israel, Chairman
                  Telefax:  (612) 915-1133

                  with a copy to:

                  Messerli & Kramer P.A.
                  150 South Fifth Street, Suite 1800
                  Minneapolis, Minnesota  55402
                  Attention:  Jeffrey C. Robbins, Esq.
                  Telefax:  (612) 672-3777

28.      Entire Agreement. This Agreement and all exhibits thereto contain the
entire understanding of the parties hereto with respect to the transactions and
matters contemplated hereby, supersedes all previous agreements between Lycos
and Virtual Technology concerning the subject matter, and cannot be amended
except by a writing signed by both parties. No party hereto has relied on any
statement, representation or promise of any other party or with any other
officer, agent, employee or attorney for the other party in executing this
Agreement except as expressly stated herein.

29.      Limitations of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORSEEABLE OR THAT PARTY HAS BEEN
ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES),
ARISING FROM SUCH PARTY'S PERFORMANCE OR NON-PERFORMANCE PURSUANT TO ANY
PROVISION OF THIS AGREEMENT OR THE OPERATION OF SUCH PARTY'S SITE (INCLUDING
SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF
REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT SHALL EITHER PARTY
BE LIABLE FOR DAMAGES IN EXCESS OF THE VALUE TO BE RECEIVED BY THE OTHER PARTY
UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, HOWEVER,
THIS SECTION SHALL NOT LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR (A)
WILLFUL AND MALICIOUS MISCONDUCT; (B) DIRECT DAMAGES TO REAL OR TANGIBLE
PERSONAL PROPERTY; (C) BODILY INJURY OR DEATH CAUSED BY NEGLIGENCE; OR (D)
INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS HEREUNDER.



                                      -19-
<PAGE>   11


30.      Survival. All terms of this Agreement, which by their nature extend
beyond its termination, remain in effect until fulfilled, and apply to
respective successors and assigns.

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

VIRTUAL TECHNOLOGY CORPORATION

By:

Name:    /s/ Greg Appelhof
         --------------------------------------------
Title:   President
         --------------------------------------------
Date:    November 8, 1999
         --------------------------------------------


LYCOS, INC.

By:      /s/ Thomas E. Guifoile
         --------------------------------------------
Name:    Thomas E. Guifoile
         --------------------------------------------
Title:   Vice President Finance and Administration
         --------------------------------------------
Date:    November 2, 1999
         --------------------------------------------





                                      -20-