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                                                                   Exhibit 10.15


                             INFOSAFE SYSTEMS, INC.

                     Formation and Stock Purchase Agreement

AGREEMENT dated as of April 16, 1997, among Michael Cassidy ("MC"), Michele
Golden ("MG"), (collectively sometimes "M&M"), and Infosafe Systems, Inc.
("IS"), a Delaware Corporation with offices at 342 Madison Avenue, New York, NY
10173 (each of the above sometimes a "Party" and collectively the "Parties").

M&M have developed a program for providing business-to-business electronic
commerce services, and ancillary consulting and implementation services,
primarily using the Internet, all as set out in the Strategic Plan dated January
1997 (Exhibit 1 a), "Quick Start Initiatives 1997" (Exhibit l(b)), and the
memorandum of "Engineering Tasks and Sales" (Exhibit 1c) (all constituting the
"Intended Activity") . IS wishes to participate in the Intended Activity and the
Parties are therefore entering into this Formation and Stock Purchase Agreement.

1.       Formation of Internet Commerce Corporation.

         The parties will promptly cause a Delaware Corporation to be formed
         under the name Internet Commerce Corporation ("ICC"), with authorized
         capital of 10 million shares of Common Stock, par value $ .01 per share
         ("Shares") and 5 million shares of preferred stock, the terms and
         preferences to be fixed by the Directors at the time of issue
         ("Preferred"). The Articles of Incorporation and the Bylaws of ICC
         shall be in the forms attached as Exhibits 11(a) and 11(b) and are
         approved by all Parties. Promptly after its formation, ICC shall become
         a signatory and thus a Party to this Agreement.

2.       Purchase and Issuance of Shares.

         a)       M&M will contribute and assign to ICC all their assets and
                  business relating to the Intended Activity, including their
                  rights under the Agreement of March 31, 1997, with the
                  "Fieldman Group" (Exhibit III), and their rights to utilize
                  the Business Plan of January 1997, particularly their rights
                  to deal with certain customers named therein on a preferential
                  basis and their rights to use of the name "Internet Commerce
                  Corporation", and all their rights to ICC New York. In
                  addition, M&M will contribute the sum of $1,000 to the capital
                  of ICC. In consideration for their contributions, ICC will
                  issue to MG 60,000 Shares, and to MC 40,000, all of which
                  shall be fully paid and nonassessable.

         b)       IS will subscribe to purchase 500,000 Shares for an aggregate
                  consideration of $500,000, of which $ 100,000 will be paid
                  simultaneously with the execution of Assignments and
                  contribution of $1,000 by M&M under a) above. The balance will

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                  be represented by a non-interest bearing demand Note of IS
                  which is expected to be paid from time to time by IS against
                  the cash requirements of ICC, substantially in accordance with
                  the EDI Fastart Operating Cash Budget attached
                  as Exhibit IV, including payment of up to $6,000 for legal
                  expenses of M&M in connection with the preparation for, and
                  participation in the transactions contemplated by this
                  Agreement and payment of an aggregate of $30,000 to Michael
                  Fromer for introducing the Parties.

3.       Investment Intent and Share Certificates.

         The Parties each represent that it is purchasing the Shares for its own
         account and for investment purposes only. Each Party acknowledges that
         it may not sell or otherwise dispose of the Shares or any interest
         therein without registration under the Securities Act of 1933 or
         pursuant to an exemption therefrom and agrees that the certificates
         representing its Shares will bear an appropriate legend to the
         foregoing effect and that the Shares are subject to other voting and
         transfer restrictions under this Agreement.

4.        Other Financial Relationships between ICC and IS.

         a)       Under a Cost-Sharing Convention to be entered into by ICC and
                  IS, IS will provide logistic and administrative support,
                  available "in house", to ICC at the rate of $24,000 per month,
                  which will be accrued for six months as shown on Exhibit III
                  and reviewed as to amount and method of payment at the end of
                  that period. The initial $ 144,000 will not be paid until a
                  Qualified Public Offering has been effected for ICC.

         b)       ICC and IS will enter into a Tax Convention governing the
                  allocation of tax responsibilities in light of the filing of
                  consolidated tax returns while IS continues to own at least
                  80% of ICC. ICC will adopt the calendar year for tax purposes.

         c)       The fiscal year of ICC will commence on August 1 of each year.
                  ICC shall keep adequate records and books of account in
                  accordance with GAAP consistently applied, reflecting all
                  financial transactions of ICC and in which, for each fiscal
                  year, all proper reserves for depreciation, depletion,
                  obsolescence, amortization, taxes, bad debts and other
                  purposes in connection with its business shall be made.

5.       ICC Stock Option Plan.

         a)       The Parties will vote as shareholders for the adoption of an
                  ICC Stock Option Plan, under which ICC will reserve a total of
                  350,000 Shares for issuance of options to officers, employees,
                  directors and consultants as incentives to promote the
                  interests and business of ICC. 75,000 of such Options will be
                  reserved for IS personnel affiliated with ICC, and the M&M
                  Directors will vote for the award of such Options as
                  designated by IS. Option agreements will be in the same form

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                  as those issued under the IS Stock Option Plan, modified as
                  appropriate by the vesting provisions of Sections 5 d and e
                  below.

         b)       Qualified Stock Options will he granted to MG for an aggregate
                  amount of 120,000 Shares, exercisable while employed by ICC
                  for six years at an option price of $1.10 per Share. Of these
                  Options, 60,000 will be classified as A Options and 60,000
                  will be classified as B Options. For the purposes of this
                  paragraph 5 b, "while employed" shall mean while MG is
                  employed under the employment agreement referred to in Section
                  7b below, or any extension thereof, or, if not extended by
                  ICC, so long as MG is ready, willing and able to perform the
                  duties described in the employment agreement, on the same
                  terms and conditions, month-to-month or for any given term,
                  through April 15, 2003, as may be desired by ICC (except if
                  employment is terminated prior to that date "for cause" as
                  defined in the employment agreement, or if MG is in violation
                  of Section 4 or 5 of that agreement). This provision does not
                  create an obligation on the part of ICC to employ MG beyond
                  the term of the employment agreement, and MG acknowledges
                  that, if employment does not continue for any reason, the
                  options may not be "qualified" for tax purposes at the time of
                  exercise.

         c)       Qualified Stock Options will be granted to MC for an aggregate
                  amount of 80,000 Shares exercisable while employed by ICC for
                  six years at an option price of $1.00 per Share. Of these
                  Options, 40,000 will be classified as A Options and 40,000
                  will be classified as B Options. For the purposes of this
                  paragraph 5 c, "while employed" shall mean while MC is
                  employed under the employment agreement referred to in Section
                  7b below, or any extension thereof, or, if not extended by
                  ICC, so long as MC is ready, willing and able to perform the
                  duties described in the employment agreement, on the same
                  terms and conditions, month-to-month or for any given term,
                  through April 15, 2003, as may be desired by ICC (except if
                  employment is terminated prior to that date "for cause" as
                  defined in the employment agreement, or if MC is in violation
                  of Section 4 or 5 of that agreement). This provision does not
                  create an obligation on the part of ICC to employ MC beyond
                  the term of the employment agreement, and MC acknowledges
                  that, if employment does not continue for any reason, the
                  options may not be "qualified" for tax purposes at the time of
                  exercise.

         d)       The 100,000 A Options will vest in two equal tranches; the
                  first will vest provided that revenues of ICC are at least $
                  10,000,000 in any of the first three fiscal years of ICC,
                  commencing August 1,1997, and the second will vest, together
                  with any shares of the first tranche not already vested,
                  provided that revenues of LCC are at least $ 30,000,000 in any
                  of the first five fiscal years of ICC.

                  (i) In order to establish reasonable control over costs
                  associated with generating revenue for purposes of this
                  provision, without the express written agreement of IS,

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                  monthly operating costs of ICC, excluding contract work for
                  third parties will not exceed $100,000 per month, including
                  the support referred to in 4 a) above, until third party
                  funding of at least $1,000,000 has been obtained
                  for ICC. All operating contracts and arrangements, other than
                  contract work for third parties or as expressly approved by IS
                  in writing, shall be reasonably calculated to provide gross
                  profit margins of at least 50% and to achieve break-even cash
                  flow within 150 days of their respective inception dates.

                  (ii) In addition to salaries to be provided under employment
                  agreements described in Section 7b below, in the event of
                  exercise of any of the A Options by the holders, ICC will pay
                  such holder a bonus calculated to cover the "after-tax" cost
                  of exercising any A options actually exercised.

         e)       The B Options will also vest in two equal tranches; the first
                  will vest provided that ICC has net income (determined in
                  accordance with GAAP by the independent accountants of IS) of
                  at least $4,000,000 in any of the first three fiscal years of
                  ICC, and the second will vest together with any shares of the
                  first tranche not already vested, provided that ICC has net
                  income of at least $12,000,000 in any of the first five fiscal
                  years of ICC.

6.       Anti-Dilution Assurance.

         The Parties will cooperate in an effort to arrange a minimum of
         $1,000,000 of third-party financing for ICC. IS agrees that, until a
         minimum of $1,000,000 has been contributed as additional capital to
         ICC, after the initial contribution by IS of $500,000 and the accrual
         of IS logistic support for six months, the aggregate of 100,000 Shares
         received by M&M at the time of ICC formation as provided for in this
         Agreement will not represent less than 10% of total capitalization of
         ICC, including any convertible securities to be considered for this
         purpose as if converted, but excluding Shares resulting from any
         exercise of Options granted under the ICC Stock Option Plan other than
         the A Options. Similarly, IS agrees that the aggregate of 100,000 A
         Options to be granted to M&M as provided in 5b and c above will not
         represent less than 10% of such capitalization. IS will take any and
         all necessary steps, including contribution of Shares owned by it, as
         may be necessary to carry out the provisions of this Section 6.

7.       Directors and Management.

         a)       Until a public offering of securities of ICC having a gross
                  offering price to the public of at least $5,000,000 has been
                  consummated ("Qualified Public Offering"), so long as they
                  retain ownership of at least 80% of their initially subscribed
                  shares, namely 80,000 shares in the case of M&M and 400,000
                  shares in the case of IS, the Parties shall vote their shares
                  to elect and maintain a Board of five directors, two of whom
                  shall be nominated by M&M and three of whom shall be nominated
                  by IS. A quorum of the Board shall consist of a majority of
                  the directors in office and the Board shall act by majority

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                  vote of the whole Board, except that any majority must include
                  a director nominated by M&M where the action to be taken
                  involves: amendment of the Articles of Incorporation;
                  amendment of the Bylaws; amendment of the 1997 Stock Option
                  Plan or adoption any other stock option plan or other equity
                  incentive plan; merger or sale of ICC or substantially all its
                  assets. Notwithstanding the above, the Parties shall continue
                  to vote their Shares for Directors in the same manner so long
                  as they retain ownership of 80% of their originally subscribed
                  shares and M&M continue to be employed by ICC. The initial
                  officers shall include: Arthur Medici - CEO and President,
                  Alan Alpern - CFO and Chief Legal Officer and Patrick Brosnan
                  Controller.

         b)       ICC will enter into employment agreements with Michele Golden,
                  Michael Cassidy and David Hubbard in substantially the forms
                  attached as Exhibits V a, b and c.

8.       Sale or Transfer of Shares-by Parties.

         Except for the transfer of an aggregate of 6,000 shares by M&M to
         Michael Fromer, or transfers to others already shareholders or to
         members of the immediate family of a Party, prior to a Qualified Public
         Offering a Party shall not sell or transfer, by gift or otherwise, all
         or any of their Shares except in compliance with the terms of this
         Agreement or by the laws of inheritance or descent.

         a)       Notice of Proposed Transfer or Sale. If M&M or IS desires to
                  sell or transfer any of their shares or any interest therein,
                  voluntarily or by operation of law, that Party ("Offeror")
                  shall deliver notice to ICC. The Notice must specify the
                  proposed bona fide Transferee, the amount of shares, the
                  consideration to be paid and any other material terms and
                  conditions.

         b)       Approval of Transferee. The Offer or must first obtain a
                  written approval of the proposed Transferee from the Board of
                  Directors of ICC, which approval must include the votes of a
                  Director nominated by M&M. Approval shall not be unreasonably
                  withheld or delayed and any denial of approval (within 30
                  days) shall be based on a good-faith determination by the
                  Board that the proposed transferee is a competitor or is
                  otherwise not a suitable investor in ICC.

         c)       Right of First Refusal. From the date that approval has been
                  obtained under b) above, the Offeror shall offer ICC and the
                  other Parties a 30 day option to agree to acquire all the
                  Shares offered, at the same price and on the same terms and
                  conditions offered by the approved Transferee. Any agreement
                  to acquire all the Shares offered must be consummated within
                  thirty days of the agreement to acquire, or any longer period
                  if one is specified for the approved Transferee. If the option
                  is not exercised in whole by the offerees, pro rata or in some


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                  other proportions, then, for thirty days thereafter, the
                  Offeror may consummate the sale to the approved Transferee on
                  the original terms and conditions. If the sale is not
                  so consummated, then the proposed sale may not be consummated
                  without renewed compliance with all provisions of this Section
                  8c.

         d)       Market Strand-off. If required by the manager of underwriters
                  effecting a first Qualified Public Offering for ICC, M&M will
                  agree not to sell any Shares owned by them for the same period
                  after the effective date of such an Offering as is agreed to
                  by IS.

         e)       Transferees are Parties. If a sale or transfer is consummated
                  to any transferee under this section 8, the Transferee is
                  deemed to have acquired the Shares subject to all terms and
                  conditions of this Agreement and the Transferee shall execute
                  an instrument satisfactory to ICC by which he assumes and
                  agrees to be bound by all those terms and conditions.

         f)       Change of Control. In the event that a third party
                  unaffiliated with any of the Parties acquires the power to
                  elect a majority of the directors of ICC within five years,
                  then the A Options held by M&M shall immediately vest.

         g)       Exchange of ICC for IS Shares. In the event that any of the A
                  or B Options held by M&M vest within five years, and ICC does
                  not effect a Qualified Public Offering within twelve months
                  after such vesting, then M&M shall have the right to exchange
                  their ICC Shares for shares of the Common Stock of IS. The
                  exchange ratio shall be negotiated in good faith by the
                  parties; if they are unable to reach agreement after 60 days,
                  either IS or M&M may require that the issue of the exchange
                  ratio to be determined on the basis of a fair market value be
                  submitted in New York City to arbitration in accordance with
                  the then obtaining rules of the American Arbitration
                  Association.

9.       Representations and Warranties of M&M.

         M&M jointly and severally represent and warrant to IS that:

         a)       They have full power to enter into this Agreement and the
                  Employment Agreements attached as Exhibits V a and b, without
                  violation of any prior agreement or commitments;

         b)       The Agreement of March 31, 1997 (Exhibit III) among ICC
                  (former), the Fieldman Group and M&M is valid, binding and in
                  full force and effect;

         c)       They have good title and the right to transfer to ICC the
                  assets listed in Section 2a hereunder, free and clear of any
                  encumbrances;



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         d)       The Documents constituting Exhibits I a, b and c represent the
                  good faith ,best efforts description of the Intended Activity
                  as M&M contemplate it to be conducted and of the business area
                  in general. To their best knowledge, the Exhibits are
                  factually accurate in all material respects. All projections
                  contained in the Exhibits are reasonable and are based on all
                  necessary material assumptions, each of which is reasonable
                  and justifiable, and neither MG nor MC knows of any reason
                  that any of them cannot be reasonably fulfilled; provided,
                  however, that the foregoing does not constitute, and they
                  disclaim, any promise or guaranty, as to the accuracy of any
                  such projections or expectations.

         e)       There are no claims, actions, suits, or other proceedings
                  pending or to the best knowledge of M&M, threatened against or
                  affecting, any of them which might reasonably be expected to
                  adversely affect the conduct or results of the Intended
                  Activity.

10.      Representations and Warranties of IS.

         IS represents and warrants to M&M that:

         a)       IS is a corporation duly organized, validly existing and in
                  good stranding under the laws of the State of Delaware and has
                  all requisite corporate power to carry on its business and to
                  own and operate its properties;

         b)       When approved by its Board of Directors, IS will have full
                  power to enter into, execute, deliver and perform this
                  Agreement.

11.      Miscellaneous.

         a)       Further Actions. Each Party shall from time to time take such
                  actions (including, without limitation, voting their Shares,
                  adoption of Articles of Incorporation and Bylaws and electing
                  directors) and deliver such additional documents as may be
                  reasonably necessary to effectuate the purposes of this
                  Agreement.

         b)       Modification. This Agreement sets forth the entire
                  understanding of the parties with respect to the subject
                  matter hereof, supersedes any existing agreements among them
                  concerning the subject matter, and may be modified only by a
                  written document duly executed by each Party.

Notices. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, sent by telecopy or facsimile transmission (with receipt
confirmed), or delivered against receipt to the Party to whom it is to be given
at the address of such Party set forth below (or to such other address as the
Party shall have furnished in writing to all other Parties):


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                  M&M;

                           C/O Michele Golden
                           945 Fifth Avenue
                           Apt. 12D
                           New York, NY 10021

                           C/O Michael Cassidy
                           71 Hillside Road
                           Cumberland, RI 02864

                  Infosafe Systems, Inc.
                  342 Madison Avenue, Suite 622
                  New York, NY 10173
                  Fax no: (212) 867-7200.

         d)       Binding Effect and Benefit. The provisions of this Agreement
                  shall be binding on and inure to the benefit of the parties
                  hereto and their respective successors and permitted assigns.

         e)       Severability and Governing Law. If any provision hereof is
                  held invalid such invalidity shall not affect the other
                  provisions that may be given effect without the invalid
                  provision and, to this end, the provisions hereof shall be
                  deemed severable. The Agreement shall be governed by and
                  construed in accordance with the laws of the State of New York
                  without giving effect to the rules governing conflicts of law.

         f)       Brokers and Finders. Each Party further represents and
                  warrants to the others that, as a consequence of any action by
                  the Party or any person affiliated with such Party, and except
                  for a fee of $30,000 to be paid by ICC to Michael Fromer, and
                  6,000 Shares to be transferred to him by M&M, no broker,
                  finder or other person is entitled to any finder's or
                  brokerage fee or commission in connection with the
                  transactions contemplated by this Agreement. Each Party agrees
                  to indemnify and hold harmless each of the others from and
                  against any claim arising by any breach of the aforesaid
                  representation and warranty.

         IN WITNESS WHEREOF, the Parties hereto have duly executed this
Agreement as of the day and year first written above.

INFOSAFE SYSTEMS, INC.

By:      /s/ Arthur Medici         /s/ Michele Golden      /s/ Michael Cassidy
         --------------------      -------------------     --------------------
         Arthur Medici,            Michele Golden          Michael Cassidy
         CEO & President

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CONFIRMED:
INTERNET COMMERCE CORPORATION


By:      /s/ Arthur Medici         /s/ Michele Golden      /s/ Michael Cassidy
         --------------------      -------------------     --------------------
         Arthur Medici,            Michele Golden          Michael Cassidy
         CEO & President

         Address:
         Internet Commerce Corporation
         342 Madison Ave.
         Suite 622
         New York, NY 10172




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