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Exhibit 10.20

 THIS DOCUMENT IS SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST ON FILE WITH THE
   SECURITIES AND EXCHANGE COMMISSION.  WHERE APPROPRIATE, THE CONFIDENTIAL
     PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND REPLACED WITH *** OR
                   *** CONFIDENTIAL TREATMENT REQUESTED ***.

                                  Confidential
                        INTERACTIVE MARKETING AGREEMENT
                        -------------------------------

     This Interactive Marketing Agreement (the "Agreement"), dated as of January
1, 2000 (the "Effective Date"), is between America Online, Inc. ("AOL"), a
Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and
DigitalWork.com, Inc. ("DigitalWork"), a Delaware corporation, with offices at
230 West Monroe Street, Suite 1950, Chicago, Illinois 60606.  AOL and
DigitalWork may be referred to individually as a "Party" and collectively as the
"Parties."

                                  INTRODUCTION
                                  ------------

     AOL and DigitalWork each desires to enter into an interactive marketing
relationship whereby AOL will promote and distribute an interactive site
referred to (and further defined) herein as the Co-Branded Site.  This
relationship is further described below and is subject to the terms and
conditions set forth in this Agreement.  Defined terms used but not defined in
the body of the Agreement will be as defined on Exhibit B attached hereto.

                                     TERMS
                                     -----

1.  PROMOTION, DISTRIBUTION AND MARKETING.

    1.1.  AOL Promotion of Co-Branded Site. AOL will provide DigitalWork with
          the promotions for the Co-Branded Site described on Exhibit A attached
          hereto. Subject to DigitalWork's reasonable approval, AOL will have
          the right to fulfill its promotional commitments with respect to any
          of the foregoing by providing DigitalWork comparable promotional
          placements in appropriate alternative areas of the AOL Network. In
          addition, if AOL is unable to deliver any particular Promotion, AOL
          will work with DigitalWork to provide DigitalWork, as its sole remedy,
          a comparable promotional placement. AOL reserves the right to redesign
          or modify the organization, structure, "look and feel," navigation and
          other elements of the AOL Network at any time. In the event such
          modifications materially and adversely affect any specific Promotion,
          AOL will work with DigitalWork to provide DigitalWork, as its sole
          remedy, a comparable promotional placement.

    1.2.  Impressions Commitment. During the Term, AOL shall deliver ***
          Impressions to the Co-Branded Site through the Promotions (the
          "Impressions Commitment"). With respect to the Impressions targets
          specified on Exhibit A, AOL will not be obligated to provide in excess
          of any Impressions target amounts in any year. In the event there is
          (or will be in AOL's reasonable judgment) a shortfall in Impressions
          as of the end of the Initial Term (a "Final Shortfall"), AOL will
          provide DigitalWork, as its sole remedy, with comparable Impressions
          (e.g., having similar value or cpm, or being similarly targeted
          demographically) as reasonably and mutually agreed by the Parties to
          be so comparable.

    1.3.  Content of Promotions. The Promotions will link only to the Co-Branded
          Site and will promote only the DigitalWork Products described on
          Exhibit D. The specific DigitalWork Content to be contained within the
          Promotions described in Exhibit A (the "Promo Content") will be
          determined by DigitalWork, subject to AOL's technical limitations, the
          terms of this Agreement and AOL's then-applicable policies relating to
          advertising and promotions. DigitalWork will submit in advance to AOL
          for its review a quarterly online
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                                                CONFIDENTIAL TREATMENT REQUESTED

          marketing plan with respect to the Co-Branded Site. The Parties will
          meet in person or by telephone at least monthly to review operations
          and performance hereunder, including a review of the Promo Content to
          ensure that it is designed to maximize performance. DigitalWork will
          consistently update the Promo Content as often as necessary to
          maximize effectiveness of the Promotions, as reasonably and mutually
          agreed. Except to the extent expressly described herein, the specific
          form, placement, duration and nature of the Promotions will be as
          determined by AOL in its reasonable editorial discretion (consistent
          with the editorial composition of the applicable screens).

    1.4.  DigitalWork Promotion of Co-Branded Site and AOL. As set forth in
          fuller detail in Exhibit C, DigitalWork will not promote any third
          party (other than AOL or Netscape or their designated affiliates) as a
          preferred online business center (e.g., access provider, content
          portal, or communications (e-mail or instant message) service) and
          will promote the availability of the Co-Branded Site through the AOL
          Network.

2.  CO-BRANDED SITE.

    2.1.  Creation of Co-Branded Site. DigitalWork will create a customized, co-
          branded version of DigitalWork's primary Interactive Site as the
          Co-Branded Site (to the extent consistent with the terms hereof),
          including distinct versions of the Co-Branded Site for each applicable
          property of the AOL Network as set forth below (e.g., one for linking
          from the AOL Service which is co-branded with the AOL brand, one for
          linking from the CompuServe Service which is co-branded with the
          CompuServe brand, etc.) (or, at AOL's option and upon reasonable
          advanced notice, just one version with the same co-branding across all
          AOL properties). DigitalWork will use commercially reasonable efforts
          to include certain distinct Content within each such distinct version
          of the Co-Branded Site, tailored and targeted to the applicable
          audience as mutually agreed (the "Brand Specific Content").
          DigitalWork will comply with AOL's and its affiliates' then generally
          applicable customization standards and design guideline templates for
          each property with respect to headers, footers, co-branding and URLs,
          by way of example as set forth on Exhibit H attached hereto. Each page
          of the Co-Branded Site shall have AOL or AOL affiliate branded headers
          and footers, be located on the URL for the appropriate AOL affiliate
          (e.g., www.digitalwork.aol.com or www.digitalwork.netscape.com) such
          that AOL receives credit for all traffic thereto, in each case in
          accordance with AOL's (or the applicable AOL affiliate's) then current
          generally applicable standards, and contain navigational links to the
          appropriate property of the AOL Network. AOL shall have the right to
          change or modify its design guideline templates and co-branding
          requirements during the Terms, to conform to general changes made to
          the AOL Network or portions thereof. Upon AOL's reasonable request,
          DigitalWork will integrate into the Co-Branded Site, AOL's tools and
          technology for chat, message boards, Quick Checkout, and Search, plus
          such other tools and technology as the Parties may further mutually
          agree, and will best efforts to so integrate AOL's Shopping Cart if
          and to the extent consistent with the DigitalWork's standard policy
          Notwithstanding anything to the contrary herein, DigitalWork shall
          have a reasonable amount of time (not to exceed 45 days from the
          execution hereof) to ramp up and implement the full extent of the co-
          branding required by this Section 2.1.

    2.2.  Content and Programming. DigitalWork will make available through the
          Co-Branded Site the comprehensive offering of Products and related
          Content described on Exhibit D. Except as mutually agreed in writing
          by the Parties, the Co-Branded Site will contain only Content that is
          directly related to the DigitalWork Products listed on Exhibit D and
          will not contain any third-party products, services, programming or
          other Content. All sales of Products through the Co-Branded Site will
          be conducted through a direct sales format (e.g., not via auctions or
          clubs (it being understood and agreeded that repeat business or
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                                                CONFIDENTIAL TREATMENT REQUESTED

          service over a period of time for one fee is permitted)) DigitalWork
          will not promote, sell, offer or otherwise distribute any products
          through any format other than a direct sales format (e.g., through
          auctions or clubs) without the prior written consent of AOL.
          DigitalWork will review, delete, edit, create, update and otherwise
          manage all Content available on or through the Co-Branded Site in
          accordance with the terms of this Agreement. DigitalWork will ensure
          that the Co-Branded Site does not in any respect promote, advertise,
          market or distribute the products, services or content of any other
          Interactive Service, or any entity reasonably construed to be in
          competition with any third party with which AOL has an exclusive or
          premier relationship. DigitalWork will provide AOL and the Co-Branded
          Site with the programming, content, and services set fort on Exhibit
          D. AOL will integrate DigitalWork's content, programming and services
          in the manner and areas set forth in Exhibit D.

    2.3.  Production Work. Except as agreed to in writing by the Parties
          pursuant to the "Production Work" section of the Standard Online
          Commerce Terms & Conditions attached hereto as Exhibit F, DigitalWork
          will be responsible for all production work associated with the Co-
          Branded Site, including all related costs and expenses.

    2.4.  Technology. DigitalWork will use best efforts consistent with
          DigitalWork's standard policies to conform its promotion and sale of
          Products through the Co-Branded Site to the then-existing technologies
          identified by AOL which are optimized for the AOL Service including,
          without limitation, any "quick checkout" tool which AOL may implement
          to facilitate purchase of products or services in the Co-Branded Site
          by AOL Users from DigitalWork through the Co-Branded Site. AOL will be
          entitled to require reasonable changes to the Content (including,
          without limitation, the features or functionality) within any linked
          pages of the Co-Branded Site to the extent such Content will, in AOL's
          good faith judgment, adversely affect any operational aspect of the
          AOL Network. AOL reserves the right to review and test the Co-Branded
          Site from time to time to determine whether the site is compatible
          with AOL's then-available client and host software and the AOL
          Network.

    2.5.  Product Offering. DigitalWork will ensure that the Co-Branded Site
          includes all of the Products and other Content (including, without
          limitation, any features, offers, contests, functionality or
          technology) that are then made available by or on behalf of
          DigitalWork through any Additional DigitalWork Channel; provided,
          however, that (i) such inclusion will not be required where it is
          commercially or technically impractical to either Party (i.e.,
          inclusion would cause either Party to incur substantial incremental
          costs); and (ii) the specific changes in scope, nature and/or
          offerings required by such inclusion will be subject to AOL's review
          and approval and the terms of this Agreement.

    2.6.  Pricing and Terms. DigitalWork will ensure that: (i) the prices (and
          any other required consideration) for Products in the Co-Branded Site
          do not exceed the prices for the Products or substantially similar
          Products offered by or on behalf of DigitalWork through any Additional
          DigitalWork Channel; (ii) the terms and conditions related to Products
          in the Co-Branded Site are no less favorable in any respect to the
          terms and conditions for the Products or substantially similar
          Products offered by or on behalf of DigitalWork through any Additional
          DigitalWork Channel; and (iii) both the prices and the terms and
          conditions related to the overall Product line in the Co-Branded Site
          are reasonably competitive in the aggregate with the prices and terms
          and conditions for the Products or substantially similar Products
          (taking into account relative quality) offered by any comparable third
          party.

    2.7.  Exclusive Offers/Member Benefits. The overall program of special/
          promotional offers made available to AOL Users by DigitalWork through
          the Co-Branded Site shall, in the
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          aggregate, be at least as good as any program of special or
          promotional offers made available by or on behalf of DigitalWork
          through any Additional DigitalWork Channel. In addition, DigitalWork
          shall promote through the Co-Branded Site on a regular and consistent
          basis special offers exclusively available to AOL Users (the "AOL
          Exclusive Offers"). DigitalWork shall, at all times, feature at least
          one AOL Exclusive Offer for AOL Users. The AOL Exclusive Offer made
          available by DigitalWork shall provide a substantial member benefit to
          AOL Users, either by virtue of a meaningful price discount, product
          enhancement, unique service benefit or other special feature.
          DigitalWork will provide AOL with reasonable prior notice of AOL
          Exclusive Offers so that AOL can market the availability of such AOL
          Exclusive Offers in the manner AOL deems appropriate in its editorial
          discretion.

    2.8.  Operating Standards. DigitalWork will ensure that the Co-Branded Site
          complies at all times with the standards set forth in Exhibit E. To
          the extent site standards are not established in Exhibit E with
          respect to any aspect or portion of the Co-Branded Site (or the
          Products or other Content contained therein), DigitalWork will provide
          such aspect or portion at a level of accuracy, quality, completeness,
          and timeliness which meets or exceeds prevailing standards in the
          business-to-business industry. In the event DigitalWork fails to
          comply with any material terms of this Agreement or any Exhibit
          attached hereto, AOL will have the right (in addition to any other
          remedies available to AOL hereunder) to decrease the promotion it
          provides to DigitalWork hereunder (and to decrease or cease any other
          contractual obligation hereunder) until such time as DigitalWork
          corrects its non-compliance (and in such event, AOL will be relieved
          of the proportionate amount of any promotional commitment made to
          DigitalWork by AOL hereunder corresponding to such decrease in
          promotion) and any revenue threshold(s) set forth in Section 4 will
          each be adjusted proportionately to correspond to such decrease in
          promotion and other obligations during the period of non-compliance.

    2.9.  Advertising Sales. AOL will own all advertising inventory within the
          Co-Branded Site and will have the exclusive right to license and/or
          sell all Advertisements in the Co-Branded Site (who AOL may sell such
          ads to, and for what products or services, shall be subject to
          DigitalWork's reasonable standard advertising policies as made
          available to AOL). DigitalWork may not incorporate or link to any
          Advertisement or other commercial elements without AOL's prior written
          approval. DigitalWork will provide AOL with a meaningful opportunity
          to discuss in good faith the possibility (subject to mutual agreement
          on terms) for AOL to exclusively sell all advertising inventory on
          some or all of: the Standard Site and/or any other DigitalWork
          Interactive Site.

    2.10. Traffic Flow. DigitalWork will take reasonable efforts to ensure that
          AOL traffic is either kept within the Co-Branded Site or channeled
          back into the AOL Network (with the exception of advertising links
          sold and implemented pursuant to the Agreement). The Parties will work
          together on implementing mutually acceptable links from the Co-Branded
          Site back to the AOL Service. In the event that AOL points to the Co-
          Branded Site or any other DigitalWork Interactive Site or otherwise
          delivers traffic to such site hereunder, DigitalWork will ensure that
          navigation back to the AOL Network from such site, whether through a
          particular pointer or link, the "back" button on an Internet browser,
          the closing of an active window, or any other return mechanism, shall
          not be interrupted by DigitalWork through the use of any intermediate
          screen or other device not specifically requested by the user,
          including without limitation through the use of any html popup window
          or any other similar device. Rather, such AOL traffic shall be pointed
          directly back to the AOL Network as designated by AOL. DigitalWork
          will modify links within the co-branded pages, where appropriate, to
          re-circulate users to the appropriate AOL property. DigitalWork will
          ensure that all AOL users in the co-branded areas will not be
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          able to access any additional links to DigitalWork's generally
          available Web site, other than those areas set forth on Exhibit B.

3.  PAYMENTS.

    3.1.  Guaranteed Payments. DigitalWork will pay AOL a non-refundable
          guaranteed payment of Six Million Dollars (US$6,000,000), payable as
          follows: (a) One Million Dollars (US $1,000,000) upon execution
          hereof, and (b) Five Million Dollars (US % 5,000,000) within thirty
          (30) of the full execution hereof.

    3.2.  Sharing of Transaction Revenues. During the Initial Term, DigitalWork
          shall retain *** of the Transaction Revenues generated by DigitalWork
          in the Co-Branded Site.

    3.3.  Sharing of Advertising Revenues. AOL shall own the rights to
          Advertising Revenues generated through the Co-Branded Site, as set
          forth in Section 2.9. AOL will pay to DigitalWork, *** of Advertising
          Revenues received by AOL for such Advertisements in the Co-Branded
          Site as described herein on a quarterly basis within thirty days
          following the end of the quarter in which such amounts were generated.

    3.4.  Late Payments; Wired Payments. All amounts owed hereunder not paid
          when due and payable will bear interest from the date such amounts are
          due and payable at such time. All payments required hereunder will be
          paid in immediately available, non-refundable U.S. funds wired to the
          "America Online" account, Account Number *** at The Chase Manhattan
          Bank, 1 Chase Manhattan Plaza, New York, NY 10081 (ABA: ***).

    3.5.  Auditing Rights. DigitalWork will maintain complete, clear and
          accurate records of all expenses, revenues and fees in connection with
          the performance of this Agreement. For the sole purpose of ensuring
          compliance with this Agreement, AOL (or its representative) will have
          the right to conduct a reasonable and necessary inspection of portions
          of the books and records of DigitalWork which are relevant to
          DigitalWork's performance pursuant to this Agreement. Any such audit
          may be conducted after 20 business days prior written notice to
          DigitalWork. AOL shall bear the expense of any audit conducted
          pursuant to this Section 4.5 unless such audit shows an error in AOL's
          favor amounting to a deficiency to AOL in excess of (5%) of the actual
          amounts paid and/or payable to AOL hereunder, in which event
          DigitalWork shall bear the reasonable expenses of the audit.
          DigitalWork shall pay AOL the amount of any deficiency discovered by
          AOL within (30) days after receipt of notice thereof from AOL.

    3.6.  Taxes. DigitalWork will collect and pay and indemnify and hold AOL
          harmless from, any sales, use, excise, import or export value added or
          similar tax or duty not based on AOL's net income, including any
          penalties and interest, as well as any costs associated with the
          collection or withholding thereof, including attorneys' fees.

    3.7.  Reports.

          3.7.1.  Sales Reports. DigitalWork will provide AOL in an automated
                  manner with a quarterly report (and will use commercially
                  reasonable efforts to provide monthly reports if requested by
                  AOL) in a mutually agreed format, detailing the following
                  activity in such period (and any other information mutually
                  agreed upon by the Parties or reasonably required for
                  measuring revenue activity by DigitalWork through the Co-
                  Branded Site): (i) summary sales information by day (date,
                  number of Products, number of orders, total Transaction
                  Revenues); and (ii) detailed sales information (purchaser name
                  and screenname (with respect to screenname, if commercially
                  reasonable) (or e-mail address), SKU or Product description)
                  (in information in clauses (i) and (ii), "Sales Reports"). AOL
                  will be entitled to use the Sales Reports in its business
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                                                CONFIDENTIAL TREATMENT REQUESTED


                  operations, subject to the terms of this Agreement. AOL
                  acknowledges that such reports may contain Confidential
                  Information as defined herein.

          3.7.2.  Usage Reports. AOL shall provide DigitalWork with standard
                  usage information related to the Promotions (e.g. a schedule
                  of the Impressions delivered by AOL at such time) which is
                  similar in substance and form to the reports provided by AOL
                  to other interactive marketing partners similar to
                  DigitalWork. DigitalWork acknowledges that such information
                  may be Confidential Information as defined herein. Upon
                  reasonable request by DigitalWork, AOL shall supply
                  independent verification of such Impressions reports, verified
                  by AOL's independent auditor, similar in substance and form to
                  the verifications provided by AOL to other interactive
                  marketing partners similar to DigitalWork.

          3.7.3.  Fraudulent Transactions. To the extent permitted by applicable
                  laws, DigitalWork will provide AOL with an prompt report of
                  any fraudulent order, including the date, screenname or email
                  address and amount associated with such order, promptly
                  following DigitalWork obtaining knowledge that the order is,
                  in fact, fraudulent.

4.  WARRANTS. Concurrently with the execution hereof, and as a condition
    precedent to AOL's obligations hereunder, DigitalWork shall enter into the
    Preferred Stock Subscription Warrant Agreement with AOL (the "Warrant
    Agreement").

5.  TERM; RENEWAL; TERMINATION.

    5.1.  Term. Unless earlier terminated as set forth herein, the initial term
          of this Agreement will be eighteen (18) months from and after the
          Effective Date (the "Initial Term").

    5.2.  Renewal. Upon conclusion of the Initial Term, AOL will have the right
          to renew the Agreement for a one-year renewal term (the "Renewal Term"
          and together with the Initial Term, the "Term"). The Renewal Term
          shall automatically commence following the expiration of the Initial
          Term (or prior Renewal Term, as the case may be), provided that AOL
          shall be entitled to terminate any such Renewal Term with thirty (30)
          days prior written notice to DigitalWork. The Parties may mutually
          agree to extend the Agreement for multiple additional Renewal Terms.

    5.3.  Continued Links. Upon expiration of the Term, for up to one (1) year
          thereafter, AOL may, at its discretion, continue to promote one or
          more "pointers" or links from the AOL Network to an DigitalWork
          Interactive Site and continue to use DigitalWork's trade names, trade
          marks and service marks in connection therewith (collectively, a
          "Continued Link"). So long as AOL maintains a Continued Link, (a)
          DigitalWork shall maintain its Co-Branded Site, and pay AOL eight and
          three-quarters percent (8.75%) of all Transaction Revenues from AOL
          Purchasers sourced after the Term and during such Continued Link (on a
          quarterly basis within 30 days following the end of the quarter in
          which such Transaction Revenues were generated), and (b) Sections 3.4
          through 3.7, along with the terms of Exhibit G hereto shall continue
          to apply with respect to the Continued Link and any transactions
          arising therefrom.

    5.4.  Termination for Breach. Except as expressly provided elsewhere in this
          Agreement, either Party may terminate this Agreement at any time in
          the event of a material breach of the Agreement by the other Party
          which remains uncured after thirty (30) days written notice thereof to
          the other Party (or such shorter period as may be specified elsewhere
          in this Agreement). Notwithstanding the foregoing, in the event of a
          material breach of a provision that expressly requires action to be
          completed within an express period shorter than 30 days, either Party
          may terminate this Agreement if the breach remains uncured after
          written notice thereof to the other Party.
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    5.5.  Termination for Bankruptcy/Insolvency. Either Party may terminate this
          Agreement immediately following written notice to the other Party if
          the other Party (i) ceases to do business in the normal course, (ii)
          becomes or is declared insolvent or bankrupt, (iii) is the subject of
          any proceeding related to its liquidation or insolvency (whether
          voluntary or involuntary) which is not dismissed within ninety (90)
          calendar days or (iv) makes an assignment for the benefit of
          creditors.

    5.6.  Termination on Change of Control. In the event of (i) a Change of
          Control of DigitalWork resulting in control of DigitalWork by an
          Interactive Service or (ii) a Change of Control of AOL, AOL may
          terminate this Agreement by providing thirty (30) days prior written
          notice of such intent to terminate; provided that, if AOL elects to so
          terminate as a result of a Change of Control of AOL, then AOL shall
          deliver a pro rata refund to DigitalWork of amounts paid by
          DigitalWork to the extent unearned by AOL (i.e., to the extent of
          undelivered Impressions Commitment at time of termination).

    5.7.  Press Releases. Each Party will submit to the other Party, for its
          prior written approval, which will not be unreasonably withheld or
          delayed, any press release or any other public statement ("Press
          Release") regarding the transactions contemplated hereunder.
          Notwithstanding the foregoing, either Party may issue Press Releases
          and other disclosures as required by law without the consent of the
          other Party and in such event, the disclosing Party will provide at
          least five (5) business days prior written notice of such disclosure.
          The failure by one Party to obtain the prior written approval of the
          other Party prior to issuing a Press Release (except as required by
          law) shall be deemed a material breach of this Agreement. Because it
          would be difficult to precisely ascertain the extent of the injury
          caused to the non-breaching party, in the event of such material
          breach, the non-breach party may elect to either (a) terminate this
          Agreement immediately upon notice to the other Party, or (b) as
          liquidated damages, elect to modify the Impression commitment
          hereunder by (15%) (either an increase in Impressions if AOL has
          materially breached the Agreement or a decrease in Impressions if
          DigitalWork has materially breached the Agreement). The Parties agree
          that the liquidated damages set forth are a reasonable approximation
          of the injury that would be suffered by the non-breaching Party.

6.  NETSCAPE TOOLS, UTILITIES & PROGRAMMING.

    6.1.  Netscape Open Business Directory. Netscape will integrate DigitalWork,
          and DigitalWork will use good faith efforts to provide an opt-in for
          its business users to be integrated into, the Netscape Open Business
          Directory (subject to all generally applicable terms thereof, as
          available online). DigitalWork and its business users integrated into
          the Netscape Open Business Directory will qualify for specific
          Netscape "Members only" reduced price and/or enhanced value products
          and services. In addition, DigitalWork business users will be able to
          search for and find buyers and sellers and to leverage Netscape
          generally available value-added business-to-business e-commerce hosted
          services such as auctions, catalog buying, and bid-quote. DigitalWork
          understands and agrees that the Netscape Open Business Directory
          product may be structured by AOL to be provided by Netscape or
          by a third party, and that, if provided by a third party, AOL shall
          not be required to force such third party to accept the terms of this
          Section 6.1, and DigitalWork may not be able to so participate;
          provided that AOL shall use commercially reasonable efforts to request
          of such third party to consent to working with DigitalWork. AOL may
          consider in good faith the possibility of using DigitalWork as such
          third party. Notwithstanding the forgoing, if requested by AOL and/or
          such third party, DigitalWork shall participate.

    6.2.  Netscape Business Card. DigitalWork will be integrated into a co-
          branded Netscape Business Card (subject to all generally applicable
          terms thereof), enabling DigitalWork to provide specific photos and
          programming related to its products and services and leverage Netscape
          generally available value-added business-to-business e-commerce
          services. DigitalWork will use good faith efforts to evaluate
          offering to its partners and users accessing DigitalWork's generally
          available web sites, the opportunity to be integrated into a co-

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          branded Netscape Business Card (subject to all generally applicable
          terms thereof). To the extent a DigitalWork partner or end user
          subscribes for any revenue generating service in the Netscape Business
          Cards, Netscape will pay DigitalWork, *** of *** generated from such
          premium integration. Netscape shall pay such amounts to DigitalWork on
          a quarterly basis within (30) days following the end of the quarter in
          which such amounts were generated. DigitalWork understands and agrees
          that the Netscape Business Card product may be structured by AOL
          to be provided by Netscape or by a third party, and that, if provided
          by a third party, AOL shall not be required to force such a third
          party to accept the terms of this Section 6.7, and DigitalWork may not
          be able to so participate; provided that AOL shall use commercially
          reasonably efforts to request of such third part to consent to working
          with DigitalWork AOL may consider the possibility of using DigitalWork
          as such third party. Notwithstanding the forgoing, if requested by AOL
          and/or such third party DigitalWork shall participate.

    6.3.  Co-Branded AIM Client. Concurrently with the execution hereof, and as
          a condition precedent to the effectiveness hereof, the Parties shall
          enter into the AIM Agreement.

    6.4.  Netscape Programming. Within 3 days of any such request from Netscape,
          DigitalWork will use good faith efforts to evaluate specific Netscape
          content, programming and links that DigitalWork may integrate into its
          generally available web site (e.g., targeted at business users). The
          parties will mutually agree upon (a) the nature of Netscape content
          and programming, if any, to be integrated on the DigitalWork web site,
          (b) the terms of any such agreement, and (c) the carriage/integration
          plan for such content and programming. DigitalWork will integrate such
          Netscape content and programming, if any, throughout the DigitalWork
          web based application, and will provide navigational links throughout
          the DigitalWork web based applications to the co-branded areas
          containing the Netscape programming.

7.  MANAGEMENT COMMITTEE/ARBITRATION.

    7.1.  Management Committee. The Parties will act in good faith and use
          commercially reasonable efforts to promptly resolve any claim,
          dispute, claim, controversy or disagreement (each a "Dispute") between
          the Parties or any of their respective subsidiaries, affiliates,
          successors and assigns under or related to this Agreement or any
          document executed pursuant to this Agreement or any of the
          transactions contemplated hereby. If the Parties cannot resolve the
          Dispute within such time frame, the Dispute will be submitted to the
          Management Committee for resolution. For ten (10) days following
          submission of the Dispute to the Management Committee, the Management
          Committee will have the exclusive right to resolve such Dispute;
          provided further that the Management Committee will have the final and
          exclusive right to resolve Disputes arising from any provision of the
          Agreement which expressly or implicitly provides for the Parties to
          reach mutual agreement as to certain terms. If the Management
          Committee is unable to amicably resolve the Dispute during the ten-day
          period, then the Management Committee will consider in good faith the
          possibility of retaining a third party mediator to facilitate
          resolution of the Dispute. In the event the Management Committee
          elects not to retain a mediator, the dispute will be subject to the
          resolution mechanisms described below. "Management Committee" will
          mean a committee made up of a senior executive from each of the
          Parties for the purpose of resolving Disputes under this Section 7 and
          generally overseeing the relationship between the Parties contemplated
          by this Agreement. Neither Party will seek, nor will be entitled to
          seek, binding outside resolution of the Dispute unless and until the
          Parties have been unable amicably to resolve the Dispute as set forth
          in this Section 7 and then, only in compliance with the procedures set
          forth in this Section 7.

    7.2.  Arbitration. Except for Disputes relating to issues of (i) proprietary
          rights, including but not limited to intellectual property and
          confidentiality, and (ii) any provision of the Agreement which
          expressly or implicitly provides for the Parties to reach mutual
          agreement as to certain terms (which will be resolved by the Parties
          solely and exclusively through amicable resolution as set forth in
          Section 7.1), any Dispute not resolved by amicable resolution as set
          forth in Section 7.1 will be governed exclusively and finally by
          arbitration. Such arbitration will be conducted by the American
          Arbitration Association ("AAA") in Washington, D.C. and will be
          initiated and conducted in accordance with the Commercial Arbitration
          Rules ("Commercial Rules") of the AAA, including the AAA Supplementary
          Procedures for Large Complex Commercial Disputes ("Complex
          Procedures"), as such rules will be in effect on the date of delivery
          of a demand for arbitration ("Demand"), except to the extent that such
          rules are inconsistent

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED


          with the provisions set forth herein. Notwithstanding the foregoing,
          the Parties may agree in good faith that the Complex Procedures will
          not apply in order to promote the efficient arbitration of Disputes
          where the nature of the Dispute, including without limitation the
          amount in controversy, does not justify the application of such
          procedures.

    7.3.  Selection of Arbitrators. The arbitration panel will consist of three
          arbitrators. Each Party will name an arbitrator within ten (10) days
          after the delivery of the Demand. The two arbitrators named by the
          Parties may have prior relationships with the naming Party, which in a
          judicial setting would be considered a conflict of interest. The third
          arbitrator, selected by the first two, should be a neutral
          participant, with no prior working relationship with either Party. If
          the two arbitrators are unable to select a third arbitrator within ten
          (10) days, a third neutral arbitrator will be appointed by the AAA
          from the panel of commercial arbitrators of any of the AAA Large and
          Complex Resolution Programs. If a vacancy in the arbitration panel
          occurs after the hearings have commenced, the remaining arbitrator or
          arbitrators may not continue with the hearing and determination of the
          controversy, unless the Parties agree otherwise.

    7.4.  Governing Law. The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, and
          not state law, will govern the arbitrability of all Disputes. The
          arbitrators will allow such discovery as is appropriate to the
          purposes of arbitration in accomplishing a fair, speedy and cost-
          effective resolution of the Disputes. The arbitrators will reference
          the Federal Rules of Civil Procedure then in effect in setting the
          scope and timing of discovery. The Federal Rules of Evidence will
          apply in toto. The arbitrators may enter a default decision against
          any Party who fails to participate in the arbitration proceedings.

    7.5.  Arbitration Awards. The arbitrators will have the authority to award
          compensatory damages only. Any award by the arbitrators will be
          accompanied by a written opinion setting forth the findings of fact
          and conclusions of law relied upon in reaching the decision. The award
          rendered by the arbitrators will be final, binding and non-appealable,
          and judgment upon such award may be entered by any court of competent
          jurisdiction. The Parties agree that the existence, conduct and
          content of any arbitration will be kept confidential and no Party will
          disclose to any person any information about such arbitration, except
          as may be required by law or by any governmental authority or for
          financial reporting purposes in each Party's financial statements.

    7.6.  Fees. Each Party will pay the fees of its own attorneys, expenses of
          witnesses and all other expenses and costs in connection with the
          presentation of such Party's case (collectively, "Attorneys' Fees").
          The remaining costs of the arbitration, including without limitation,
          fees of the arbitrators, costs of records or transcripts and
          administrative fees (collectively, "Arbitration Costs") will be borne
          equally by the Parties. Notwithstanding the foregoing, the arbitrators
          may modify the allocation of Arbitration Costs and award Attorneys'
          Fees in those cases where fairness dictates a different allocation of
          Arbitration Costs between the Parties and an award of Attorneys' Fees
          to the prevailing Party as determined by the arbitrators.

    7.7.  Non Arbitratable Disputes. Any Dispute that is not subject to final
          resolution by the Management Committee or to arbitration under this
          Section 7 or by law (collectively, "Non-Arbitration Claims") will be
          brought in a court of competent jurisdiction in the State of New York.
          Each Party irrevocably consents to the exclusive jurisdiction of the
          courts of the State of New York and the federal courts situated in the
          State of New York, over any and all Non-Arbitration Claims and any and
          all actions to enforce such claims or to recover damages or other
          relief in connection with such claims.

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

8.  iPLANET. Netscape and DigitalWork will use good faith efforts to evaluate a
    relationship with iPlanet for transaction and commerce related applications
    and enterprise software on terms to be mutually agreed upon by the Parties.
    The Parties will develop a specifications requirements document within (30)
    days of full execution hereof.

9.  MISCELLANEOUS. DigitalWork will provide AOL with a meaningful opportunity to
    discuss in good faith the possibility (subject to mutual agreement on terms)
    for AOL to provide future small business, SOHO, vertical trading community
    activities provided by DigitalWork, including, without limitation, access,
    vertical trading community platforms, and trading systems. This right does
    not obligate DigitalWork to purchase any such products or services from AOL.
    DigitalWork will provide AOL with a meaningful opportunity to discuss in
    good faith the possibility (subject to mutual agreement on terms) for
    DigitalWork to incorporate any AOL Component Product on the Standard Site.

10. STANDARD TERMS. The Standard Online Commerce Terms & Conditions set forth on
    Exhibit F attached hereto and Standard Legal Terms & Conditions set forth on
    Exhibit G attached hereto are each hereby made a part of this Agreement.


IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date

AMERICA ONLINE, INC.                        DIGITALWORK.COM, INC.


By:/s/ David Colburn                        By: /s/ John Banta
   ---------------------------                  --------------------------
Name:                                       Name:
Title:                                      Title:

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

                                   EXHIBIT A
                              Placement/Promotion
                              -------------------



I.
<TABLE>
<CAPTION>
<S>                                         <C>
-------------------------------------------------------------------------------
AREA                                        DESCRIPTION
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Level 1 Promotion                           *** Impressions
-------------------------------------------------------------------------------
Product Integration Level A
-------------------------------------------------------------------------------
Product Integration Level B
-------------------------------------------------------------------------------
Product Integration Level C
-------------------------------------------------------------------------------
Homepage Integration
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Level 2 Promotions                          *** Impressions
-------------------------------------------------------------------------------
Netcenter
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Business:                                   Rotational Banners
Toolkit Articles, Her Business
-------------------------------------------------------------------------------
Small Business:                             Rotational Banners
Main, departments
-------------------------------------------------------------------------------
Small Business - Research Button            Rotational Button
Sponsorship
-------------------------------------------------------------------------------
Business:                                   Rotational Text Links
Daily News, Toolkit Articles
-------------------------------------------------------------------------------
Her Business                                Rotational Text Links
-------------------------------------------------------------------------------
Small Business - Departments                Rotational Text Links
-------------------------------------------------------------------------------
Run of Netscape Channel                     Rotational Banners & Text Links
-------------------------------------------------------------------------------
Computing - Smart Update                    Rotational Banner
-------------------------------------------------------------------------------
Run of Computing & Internet                 Rotational Banners & Text Links
-------------------------------------------------------------------------------
Computing & Internet:                       Rotational Banners
Tech Resources, Software Review,
Support Books,
-------------------------------------------------------------------------------
Run of Personal Finance                     Rotational Banners & Text Links
-------------------------------------------------------------------------------
Run of Site Central - Business              Rotational Banners
-------------------------------------------------------------------------------
AOL Service
-------------------------------------------------------------------------------
Business News:                              Rotational Banners
Wire Press Release, Newsfeeds,
Miscellaneous Articles, Feature Articles,
-------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                Confidential Treatment Requested

<TABLE>
--------------------------------------------------------------------------------
<S>                                          <C>
Business Week:                               Rotational Banners
Daily Briefing, Miscellaneous, Cover Story
--------------------------------------------------------------------------------
Market Day - Mid Day report                  Rotational Banners
--------------------------------------------------------------------------------
BKH - Advertising, Sales & Marketing         Rotational Banners
--------------------------------------------------------------------------------
BKH - Women-Owned Business                   Rotational Banners
--------------------------------------------------------------------------------
Industry - Sales & Marketing                 Rotational Banners
--------------------------------------------------------------------------------
Professional Forums                          Rotational Banners
--------------------------------------------------------------------------------
Run of Workplace                             Rotational Banners
--------------------------------------------------------------------------------
Market Player Sponsorship                    Sponsorship Button
(exact dates to be determined)
--------------------------------------------------------------------------------
Market Player Sponsorship - Market Player    One 2 Month Sponsorship Throughout
Badge                                        the Year
--------------------------------------------------------------------------------
Personal Finance Stock Quotes                Rotational Banners
--------------------------------------------------------------------------------
Run of Personal Finance                      Rotational Banners
--------------------------------------------------------------------------------
AOL.com
--------------------------------------------------------------------------------
Computing channel: Multimedia Screen         Rotational Great Deals Text Links
--------------------------------------------------------------------------------
Business & Careers Main Screen               Rotational Great Deals Text Links
--------------------------------------------------------------------------------
Web Center - Run of Personal Finance         Rotational Banners
--------------------------------------------------------------------------------
My AOL.com Run of Business News              Rotational Banners
--------------------------------------------------------------------------------
Yellow Pages - Business Services             Rotational Banners
--------------------------------------------------------------------------------
Hometown:                                    Rotational Banners
Run of Home Based Businesses Member
Pages, Run of Home Based
Businesses, Run of Hometown Business
--------------------------------------------------------------------------------
CompuServe
--------------------------------------------------------------------------------
Business:                                    Rotational Banners
Main, Careers, Other
Soho
--------------------------------------------------------------------------------
Forum:                                       Rotational Banners
Business, Computing Support, Personal
Finance
--------------------------------------------------------------------------------
Run of Computing Channel                     Rotational Banners
--------------------------------------------------------------------------------
Run of Personal Finance Channel              Rotational Banners
--------------------------------------------------------------------------------
Cross Brand
--------------------------------------------------------------------------------
Classified Plus:                             Rotational Banners
Business Services, Business Category Main
--------------------------------------------------------------------------------
Search 2000 Sponsorship (AOL, AOLC,          Rotational Sponsorship Button
NSCP):
Business Main, Business Advertising,
Business Marketing
--------------------------------------------------------------------------------
                                             Rotational Banners
--------------------------------------------------------------------------------
</TABLE>
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

<TABLE>
--------------------------------------------------------------------------------
Level 3 Promotions                          Impressions
--------------------------------------------------------------------------------
<S> <C>
Netcenter
--------------------------------------------------------------------------------
Netscape Homepage                           Rotational Banners
--------------------------------------------------------------------------------
Netscape Download                           Rotational Banners
--------------------------------------------------------------------------------
Run of Site Central                         Rotational Banners and Text Links
--------------------------------------------------------------------------------
Netscape Run of Service                     Rotational Banners and Text Links
--------------------------------------------------------------------------------
AOL Service
--------------------------------------------------------------------------------
AOL Service Email Inbox                     Rotational Banners
--------------------------------------------------------------------------------
AOL Run of Service                          Rotational Banners
--------------------------------------------------------------------------------
AOL.com
--------------------------------------------------------------------------------
AOL.com Run of Yellow Pages                 Rotational Banners
--------------------------------------------------------------------------------
CompuServe
--------------------------------------------------------------------------------
CompuServe and Compuserve.com Run of        Rotational Banners
Service
--------------------------------------------------------------------------------
Cross Brands
--------------------------------------------------------------------------------
Run of Calendar                             Rotational Banners
--------------------------------------------------------------------------------
Run of Classifieds                          Rotational Banners
--------------------------------------------------------------------------------
Run of Search 2000                          Rotational Banners
--------------------------------------------------------------------------------
</TABLE>

II.  During the Term, subject to the terms and conditions hereof, DigitalWork
     shall have the right to use the following Keyword Search Term on the AOL
     Service: "DigitalWork", to link to the Co-Branded Site.
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED


                                   EXHIBIT B
                                  Definitions
                                  -----------

The following definitions will apply to this Agreement:

Additional DigitalWork Channel.  Any other distribution channel (e.g., an
Interactive Service other than AOL) through which DigitalWork makes available an
offering comparable in nature to the Co-Branded Site.

Advertising Revenues.  Aggregate amounts collected by AOL or its agents, as the
case may be, arising from the license or sale of Advertisements that appear
within any pages of the Co-Branded Site, less AOL's Advertising Sales
Commissions.  AOL Advertising Revenues does not include amounts arising from
Advertisements on any screens or forms preceding, framing or otherwise directly
associated with the Co-Branded Site, which such screens and forms are owned and
controlled exclusively by AOL.

Advertising Sales Commission.  (i) Actual amounts paid as commission to third
party agencies by either buyer or seller in connection with sale of the
Advertisement or (ii) **, in the event the Party has sold the Advertisement
directly and will not be deducting any third party agency commissions.

Advertisements. (a) Any advertisements, links, pointers, sponsorships, buttons,
banners, navigation, or any other placements or promotions; or (b) any other
services or rights to the extent generally recognized and used as a medium for
advertisements (including without limitation `affiliate programs' or referral
sales), in each case, whether for a fixed placement fee or a bounty based on
sales.

AIM Agreement. That Certain AOL Instant Messenger Marketing Agreement, dated as
of the date hereof between the Parties.

AOL Interactive Site. Any Interactive Site which is managed, maintained, owned
or controlled by AOL or its agents.

AOL Look and Feel.  The elements of graphics, design, organization,
presentation, layout, user interface, navigation and stylistic convention
(including the digital implementations thereof) which are generally associated
with Interactive Sites within the AOL Service or AOL.com.

AOL Member.  Any authorized user of the AOL Service, including any sub-accounts
using the AOL Service under an authorized master account.

AOL Network.  (i) The AOL Service, (ii) AOL.com, (iii) CompuServe, (iv) Digital
City, (v) Netcenter, and (vi) any other product or service owned, operated,
distributed or authorized to be distributed by or through AOL or its affiliates
worldwide (and including those properties excluded from the definitions of the
AOL Service or AOL.com).  It is understood and agreed that the rights of
DigitalWork relate only to the AOL Service and AOL.com and not generally to the
AOL Network.

AOL Purchaser.  Any person or entity who enters the Co-Branded Site from the AOL
Network including, without limitation, from any third party area therein (to the
extent entry from such third party area is traceable through both Parties' ***),
and generates Transaction Revenues (regardless of whether such person or entity
provides an e-mail address during registration or entrance to the Co-Branded
Site which includes a domain other than an "AOL.com" domain); provided that any
person or entity who has previously satisfied the definition of AOL Purchaser
will remain an AOL Purchaser, and any subsequent purchases by such person or
entity (e.g., as a result of e-mail solicitations or any off-line means for
receiving orders requiring purchasers to reference a specific promotional
identifier or tracking code) will also give rise to Transaction Revenues
hereunder (and will not be conditioned on the person or entity's satisfaction of
clauses (i) or (ii) above).

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED


AOL Service. The standard narrow-band U.S. version of the America Online(R)
brand service, specifically excluding (a) AOL.com, Netcenter or any other AOL
Interactive Site, (b) the international versions of an America Online service
(e.g., AOL Japan), (c) the CompuServe(R) brand service and any other CompuServe
products or services (d) "Driveway," "ICQ(TM)," "AOL NetFind(TM)," "AOL Instant
Messenger(TM)," "Digital City," "NetMail(TM)," "Electra", "Thrive", "Real Fans",
"Love@AOL", "Entertainment Asylum," "AOL Hometown," "My News" or any similar
independent product, service or property which may be offered by, through or
with the U.S. version of the America Online(R) brand service, (e) any
programming or Content area offered by or through the U.S. version of the
America Online(R) brand service over which AOL does not exercise complete
operational control (including, without limitation, Content areas controlled by
other parties and member-created Content areas), (f) any yellow pages, white
pages, classifieds or other search, directory or review services or Content
offered by or through the U.S. version of the America Online brand service, (g)
any property, feature, product or service which AOL or its affiliates may
acquire subsequent to the Effective Date and (h) any other version of an America
Online service which is materially different from the standard narrow-band U.S.
version of the America Online brand service, by virtue of its branding,
distribution, functionality, Content or services, including, without limitation,
any co-branded version of the service or any version distributed through any
broadband distribution platform or through any platform or device other than a
desktop personal computer.

AOL User.  Any user of the AOL Service, AOL.com, CompuServe, Digital City,
Netcenter, or the AOL Network.

AOL.com.  AOL's primary Internet-based Interactive Site marketed under the
"AOL.COM(TM)" brand, specifically excluding (a) the AOL Service, (b) Netcenter,
(c) any international versions of such site, (d) "ICQ," "AOL NetFind(TM)," "AOL
Instant Messenger(TM)," "NetMail(TM)," "AOL Hometown," "My News" or any similar
independent product or service offered by or through such site or any other AOL
Interactive Site, (e) any programming or Content area offered by or through such
site over which AOL does not exercise complete operational control (including,
without limitation, Content areas controlled by other parties and member-created
Content areas), (f) any programming or Content area offered by or through such
site which was operated, maintained or controlled by the former AOL Studios
division (e.g., Electra), (g) any yellow pages, white pages, classifieds or
other search, directory or review services or Content offered by or through such
site or any other AOL Interactive Site, (h) any property, feature, product or
service which AOL or its affiliates may acquire subsequent to the Effective Date
and (i) any other version of an America Online Interactive Site which is
materially different from AOL's primary Internet-based Interactive Site marketed
under the "AOL.COM(TM)" brand, by virtue of its branding, distribution,
functionality, Content or services, including, without limitation, any co-
branded versions or any version distributed through any broadband distribution
platform or through any platform or device other than a desktop personal
computer.

Co-Branded Site.  The specific customized area or web site to be promoted and
distributed by AOL hereunder through which DigitalWork can market and complete
transactions regarding its Products, as more fully described in Section 2.

Change of Control.  (a) The consummation of a reorganization, merger or
consolidation or sale or other disposition of substantially all of the assets of
a party or (b) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1933,
as amended) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under such Act) of more than 50% of either (i) the then outstanding
shares of common stock of such party; or (ii) the combined voting power of the
then outstanding voting securities of such party entitled to vote generally in
the election of directors.

Component Products.  Any of the following products or services:  (i)
Communications or community tools, products or services (e.g., instant
messaging, chat, voice-activated chat, voice message, IP telephony, e-mail,
message boards) (but specifically excluding a reminder service), (ii) search
engines, navigation services, or directories/listings (e.g., web search, white
pages, yellow pages, member

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED


directories, open directories), (iii) personalization services (e.g.,
homesteading/personal web publishing, calendar functions, "You've Got Pictures"
or other similar photographic services), (iv) shopping guides, decision guides,
`robots', or other similar shopping or decision aids, or (v) commerce/content
aggregation.

CompuServe.  The standard, narrow-band U.S. version of the CompuServe brand
service, specifically excluding (a) any international versions of such service,
(b) any web-based service including "compuserve.com", "cserve.com" and "cs.com",
or any similar product or service offered by or through the U.S. version of the
CompuServe brand service, (c) Content areas owned, maintained or controlled by
CompuServe affiliates or any similar "sub-service," (d) any programming or
Content area offered by or through the U.S. version of the CompuServe brand
service over which CompuServe does not exercise complete or substantially
complete operational control (e.g., third-party Content areas), (e) any yellow
pages, white pages, classifieds or other search, directory or review services or
Content and (f) any co-branded or private label branded version of the U.S.
version of the CompuServe brand service, (g) any version of the U.S. version of
the CompuServe brand service which offers Content, distribution, services and/or
functionality materially different from the Content, distribution, services
and/or functionality associated with the standard, narrow-band U.S. version of
the CompuServe brand service, including, without limitation, any version of such
service distributed through any platform or device other than a desktop personal
computer and (h) any property, feature, product or service which CompuServe or
its affiliates may acquire subsequent to the Effective Date.

Confidential Information.  Any information relating to or disclosed in the
course of the Agreement, which is or should be reasonably understood to be
confidential or proprietary to the disclosing Party, including, but not limited
to, the material terms of this Agreement, information about AOL Members, AOL
Users, AOL Purchasers and DigitalWork customers, technical processes and
formulas, source codes, product designs, sales, cost and other unpublished
financial information, product and business plans, projections, and marketing
data.  "Confidential Information" will not include information (a) already
lawfully known to or independently developed by the receiving Party, (b)
disclosed in published materials, (c) generally known to the public, or (d)
lawfully obtained from any third party.

Content.  Text, images, video, audio (including, without limitation, music used
in synchronism or timed relation with visual displays) and other data, Products,
advertisements, promotions, URLs, links, pointers and software, including any
modifications, upgrades, updates, enhancements and related documentation.

Digital City.   The standard, narrow-band U.S. version of Digital City's local
content offerings marketed under the Digital City(R) brand name, specifically
excluding (a) the AOL Service, AOL.com, Netcenter, or any other AOL Interactive
Site, (b) any international versions of such local content offerings, (c) the
CompuServe(R) brand service and any other CompuServe products or services (d)
"Driveway," "ICQ(TM)," "AOL NetFind(TM)," "AOL Instant Messenger(TM)," "Digital
City," "NetMail(TM)," "Electra", "Thrive", "Real Fans", "Love@AOL",
"Entertainment Asylum," "AOL Hometown," "My News" or any similar independent
product, service or property which may be offered by, through or with the
standard narrow band version of Digital City's local content offerings, (e) any
programming or Content area offered by or through such local content offerings
over which AOL does not exercise complete operational control (including,
without limitation, Content areas controlled by other parties and member-created
Content areas), (f) any yellow pages, white pages, classifieds or other search,
directory or review services or Content offered by or through such local content
offerings, (g) any property, feature, product or service which AOL or its
affiliates may acquire subsequent to the Effective Date,  (h) any other version
of a Digital City local content offering which is materially different from the
narrow-band U.S. version of Digital City's local content offerings marketed
under the Digital City(R) brand name, by virtue of its branding, distribution,
functionality, Content or services, including, without limitation, any co-
branded version of the offerings or any version distributed through any
broadband distribution platform or through any platform or device other than a
desktop personal computer, and (i) Digital City-branded offerings in any local
area where such offerings are not owned or operationally controlled by America
Online, Inc. or DCI (e.g., Chicago, Orlando, South Florida, and Hampton Roads.

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED


Impression.  User exposure to the applicable Promotion, as such exposure may be
reasonably determined and measured by AOL in accordance with its standard
methodologies and protocols.

Interactive Service.  An entity offering one or more of the following: (i)
online or Internet connectivity services (e.g., an Internet service provider);
(ii) an interactive site or service featuring a broad selection of aggregated
third party interactive content (or navigation thereto) (e.g., an online service
or search and directory service)and/or marketing a broad selection of products
and/or services across numerous interactive commerce categories (e.g., an online
mall or other leading online commerce site); and (iii) communications software
capable of serving as the principal means through which a user creates, sends
and receives electronic mail or real time online messages.

Interactive Site. Any interactive site or area, including, by way of example and
without limitation, (i) an DigitalWork site on the World Wide Web portion of the
Internet or (ii) a channel or area delivered through a "push" product such as
the Pointcast Network or interactive environment such as Microsoft's Active
Desktop.

Keyword Search Terms. (a) The Keyword(TM) online search terms made available on
the AOL Service, combining AOL's Keyword(TM) online search modifier with a term
or phrase specifically related to DigitalWork (and determined in accordance with
the terms of this Agreement), and (b) the Go Word online search terms made
available on CompuServe, combining CompuServe's Go Word online search modifier
with a term or phrase specifically related to DigitalWork and determined in
accordance with the terms of this Agreement).

Licensed Content.  All Content offered through the Co-Branded Site pursuant to
this Agreement or otherwise provided by DigitalWork or its agents in connection
herewith (e.g., offline or online promotional Content, Promotions, AOL
"slideshows" , etc.), including in each case, any modifications, upgrades,
updates, enhancements, and related documentation.

Netcenter. Netscape Communications Corporation's primary Internet-based
Interactive Site marketed under the "Netscape Netcenter(TM)" brand, specifically
excluding (a) the AOL Service, (b) AOL.com, (c) any international versions of
such site, (d) "ICQ," "AOL Netfind(TM)," "AOL Instant Messenger(TM),"
"NetMail(TM)," "AOL Hometown," "My News," "Digital City(TM)," or any similar
independent product or service offered by or through such site or any other AOL
Interactive Site, (e) any programming or Content area offered by or through such
site over which AOL does not exercise complete operational control (including,
without limitation, Content areas controlled by other parties and member-created
Content areas), (f) any programming or Content area offered by or through the
U.S. version of the America Online(R) brand service which was operated,
maintained or controlled by the former AOL Studios division (e.g., Electra), (g)
any yellow pages, white pages, classifieds or other search, directory or review
services or Content offered by or through such site or any other AOL Interactive
Site, (h) any property, feature, product or service which AOL or its affiliates
may acquire subsequent to the Effective Date and (i) any other version of an AOL
or Netscape Communications Corporation Interactive Site which is materially
different from Netscape Communications Corporation's primary Internet-based
Interactive Site marketed under the "Netscape Netcenter(TM)" brand, by virtue of
its branding, distribution, functionality, Content or services, including,
without limitation, any co-branded versions and any version distributed through
any broadband distribution platform or through any platform or device other than
a desktop personal computer (e.g. Custom NetCenters built specifically for third
parties).

Product.  Any product, good or service which DigitalWork (or others acting on
its behalf or as distributors) offers, sells, provides, distributes or licenses
to AOL Users directly or indirectly through (i) the Co-Branded Site (including
through any Interactive Site linked thereto), (ii) any other electronic means
directed at AOL Users (e.g., e-mail offers), or (iii) an "offline" means (e.g.,
toll-free number) for receiving

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED


orders related to specific offers within the Co-Branded Site or any DigitalWork
Interactive Site requiring purchasers to reference a specific promotional
identifier or tracking code, including, without limitation, products sold
through surcharged downloads (to the extent expressly permitted hereunder).

Promotions. The promotions described on Exhibit A, any comparable promotions
delivered by AOL in accordance with Section 1.1, and any additional promotions
of the Co-Branded Site provided by AOL (including, without limitation,
additional Keyword Search Terms and other navigational tools).

Qualified New AOL Member.  Any person or entity who registers for the AOL
Service (or the CompuServe Service) during the Term hereof as a result of an AOL
Promo button referenced in Exhibit C attached hereto and using MP's special
promotion identifier (connected therewith) and who pays the then-standard fees
required for membership to the AOL Service (or the CompuServe Service) through
at least three (3) consecutive monthly billing cycles.

Remnant Inventory.   Advertising inventory which is unsold at the end of the
business day prior to the day on which that inventory will run.  If DigitalWork
has purchased Remnant Inventory, DigitalWork's creative will be slotted into
such unsold inventory by AOL from time to time in accordance with internal AOL
policies.  AOL does not guarantee that Remnant Inventory Impressions will be
delivered on any particular day(s) or that such Impressions will be delivered
evenly over the Term.  Further, AOL does not guarantee placement on any
particular screen or group of screens (except that Channel level Remnant
Inventory will be run only within the specified Channel).

Run of Service Inventory or ROS.  A collection of inventory made up of all areas
of the relevant AOL property or service.  If Advertiser has purchased Run of
Service Inventory, AOL will place Advertiser's creative in different locations
throughout the relevant property or service in accordance with AOL internal
policies.  Run of Service Impressions will be delivered reasonably evenly over a
given time period.  Advertiser may not control placement within a Run of Service
Inventory purchase and AOL does not guarantee placement on any particular screen
or group of screens (except that Run of Channel Inventory will be run only in
the specified Channel).

Site Revenues.  The combination of Transaction Revenues and Advertising
Revenues.

Standard Site. Any Interactive Site (other than the Co-Branded Site) which is
managed, maintained, owned or controlled by DigitalWork or its agents.

Transaction Revenues.  Aggregate amounts paid by AOL Purchasers in connection
with the sale, licensing, distribution or provision of any Products, including,
in each case, handling, shipping service charges, and excluding, in each case,
(a) amounts collected for Sales or use taxes or duties and (b) credits or
chargebacks for returned or cancelled goods or services, but not excluding cost
of goods sold or any similar costs.

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED


                                   EXHIBIT C
                          DigitalWork Cross-Promotion
                          ---------------------------

A.  Within DigitalWork's primary Standard Site (currently located at
    www.digitalwork.com), DigitalWork shall include the following (collectively,
    the "AOL Promos"): (i) a prominent continuous promotional button for the
    co-branded Netscape Instant Messenger(SM) product described in the AIM
    Agreement; and (ii) within 90 days from the Effective Date hereof, a
    prominent promotional banner or button (at least 120 x 30 pixels or 70 x 70
    pixels in size) appearing on the first screen (or other mutually agreed
    location) of such DigitalWork Interactive Site, to promote such AOL products
    or services as AOL may reasonably designate (for example, the America
    Online(R) brand service, the Netcenter, the CompuServe(R) brand service, the
    AOL.com(R) site, any of the Digital City services or the AOL Instant
    Messenger(TM) service) and, at AOL's option, download or order the then-
    current version of client software for such products or services. AOL will
    provide the creative content to be used in the AOL Promos (including
    designation of links from such content to other content pages). DigitalWork
    shall post (or update, as the case may be) the creative content supplied by
    AOL within the spaces for the AOL Promos within five days of its receipt of
    such content from AOL. Without limiting any other reporting obligations of
    the Parties contained herein, DigitalWork shall provide AOL with monthly
    written reports specifying the number of impressions to the pages containing
    the AOL Promos during the prior month. In the event that AOL elects to serve
    the AOL Promos to the DigitalWork Interactive Site from an ad server
    controlled by AOL or its agent, DigitalWork shall take all reasonable
    operational steps necessary to facilitate such ad serving arrangement
    including, without limitation, inserting HTML code designated by AOL on the
    pages of the DigitalWork Interactive Site on which the AOL Promos will
    appear. In connection with the AOL Promos, AOL shall pay to MP the then
    standard bounty payable to AOL's acquisition partners for each Qualified New
    AOL Member obtained in connection herewith, as such standard amount is set
    forth in AOL's then generally applicable Affiliate Program at:
    http://affiliate.aol.com/affiliate/welcome.html.

B.  In DigitalWork's television, radio, print and "out of home" (e.g., buses and
    billboards) advertisements and in publications, programs, features or other
    forms of media over which DigitalWork exercises editorial control (to the
    extent they promote the DigitalWork.com Standard Site), DigitalWork will
    include specific references or mentions (verbally where possible) of the
    availability of the Co-Branded Site through the AOL Network, which are at
    least as prominent as any references that DigitalWork makes to any
    DigitalWork Interactive Site (but not any third party site) (by way of site
    name, related company name, URL or otherwise). Without limiting the
    generality of the foregoing, DigitalWork's listing of the "URL" for the
    Standard Site will be accompanied by an equally prominent listing of the
    "keyword" term on AOL for the Co-Branded Site. This will be done with the
    following treatment: "America Online Keyword: DigitalWork" or another AOL
    approved method.

C.  To the extent that DigitalWork offers or promotes any products or services
    similar to AOL's Component Products on the Co-Branded Site, DigitalWork
    shall use exclusively AOL's version of such product.

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED


                                   EXHIBIT D
                   Description of Products and Other Content
                   -----------------------------------------



1. PUBLIC RELATIONS WORKSHOP

     A. Create a News Release (Use a Writing Service)
     ------------------------------------------------
     Using information that users provide, DigitalWork press release experts
     will craft a well-written press release that will convey users' message in
     a newsworthy context.

     B. Send a News Release
     ----------------------
     Using AOL approved distribution channels, users can send a press release to
     media around the world in about 30 minutes.  Release is sent to media
     professionals and industry categories that user may select, as well as to
     AOL approved Internet and online partner sites.

     C. Find a Trade Show
     --------------------
     Users enter search word(s) or use the Advanced Search feature to search by
     industry, topic, date or location, and all event types.

2. ON-LINE ADVERTISING WORKSHOP

     A. Launch a Banner Ad Campaign
     ------------------------------
     Users' online advertisement will be displayed throughout the AOL approved
     partners network on over approved partners web sites or on a more targeted
     list of industry sites.  Users have the option of using an existing banner
     or creating a new one.

     B. Send Direct E-mail
     ---------------------
     Using DigitalWork online forms, users write their marketing message and
     provide DigitalWork with information about users business and users product
     or service.  DigitalWork then selects the best, targeted opt-in list for
     users and send out users' message.  Opt-in lists are provided by AOL
     approved partner.

     C. Submit to Search Engines
     ---------------------------
     Using AOL approved partner.  Users complete a standard form, and can submit
     their Web site to their choice of over XX of the top search engines and
     online directories.

3. DIRECT MAIL WORKSHOP

     A. Launch a Direct Mail Program
     -------------------------------
     DigitalWork's Direct Mail Program service lets users launch a complete
     direct mail campaign in one easy step-by-step process.

     B. Buy a Prospect List
     -----------------------
     For those experienced in selecting targeted lists, DigitalWork provides an
     online ordering service through partnership with AOL approved partner And
     for those who would like assistance in selecting the proper list, or who
     would like to obtain a list from one of other DigitalWork list providers,
     DigitalWork also provide a list buying service.

<PAGE>

                                               CONFIDENTIAL TREATMENT REQUESTED


     C. Create Postcards
     -------------------

     Using DigitalWork online form, users can choose the postcard size, design
     layout and quantities, and enter their marketing message. The image of
     users' site is captured directly from users' Web site. Proofs are posted to
     an on-line location for approval. Then the cards are printed with users'
     marketing message on the back and shipped directly to users. Postcards
     created and printed by AOL approved partner.

4.  SALES WORKSHOP

     A. Company Information
     ----------------------

     Business Background or Information Report offer users insight on their
     prospect's financial position, growth patterns, history, and plans for
     expansion (or cutbacks). Reports are provided through AOL approved partner.


5.  MARKET RESEARCH WORKSHOP

     A. Do Company Research
     ----------------------

     Users can order reports from AOL approved partner to get business
     information about competitors, customers and prospects.

     B. Monitor Your Industry
     ------------------------

     To keep up to speed on the latest news in users' industry. Headlines are
     updated every 20 minutes. Provided by AOL approved partner.
     ---------------------------------------------------------------------------

In addition to the above listed Workshops, AOL may, at its option, elect to use
any additional Workshops or other Content of DigitalWork from the Standard Site.

Notwithstanding anything to the contrary, all the above listed services in the
Co-Branded Site shall: (a) be supplied on a non-exclusive basis by DigitalWork
(e.g., AOL may utilize other entities to supply the same or similar Content or
services); (b) remain `best of breed' and be reasonably competitive in
accordance with all the applicable terms of this Agreement; and (c) to the
extent using a Component Product, use an AOL version thereof (e.g., `send an
e-mail' shall use an AOL or Netscape e-mail product / branding). References to
an AOL approved partner mean that if DigitalWork outsources a portion of such
function, or partners with a third party for fulfillment of such function, then
AOL has the right to reasonably approve the continued use of such third party
(it being understood and agreed that AOL has reviewed and approved all such
third parties currently so used by DigitalWork as of the Effective Date hereof:
provided that DigitalWork acknowledges prior notice from AOL of concerns
regarding inclusion of additional providers in the banner advertising service
and agrees that such inclusion, if required, will be implemented as commercially
reasonable and within a mutually agreeable timeframe).
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED


                                   EXHIBIT E

                                   Operations
                                   ----------

1.   General.  The Co-Branded Site (including the Products and other Content
contained therein) will be reasonably competitive overall in the business-to-
business industry, with respect to material quality averages or standards in
such industry. In addition, the Co-Branded Site will, with respect each measure
listed above, be competitive in all respects with that which is offered by
DigitalWork competitors.

2.   Co-Branded Site Infrastructure. DigitalWork will be responsible for all
communications, hosting and connectivity costs and expenses associated with the
Co-Branded Site. DigitalWork will provide all hardware, software,
telecommunications lines and other infrastructure necessary to meet traffic
demands on the Co-Branded Site from the AOL Network. DigitalWork will design and
implement the network between the AOL Service and Co-Branded Site such that (i)
no single component failure will have a materially adverse impact on AOL Members
seeking to reach the Co-Branded Site from the AOL Network and (ii) no single
line under material control by DigitalWork will run at more than 70% average
utilization for a 5-minute peak in a daily period (it being understood and
agreed that this shall not require a dedicated connection between the Parties).
In this regard, DigitalWork will provide AOL, upon request, with a detailed
network diagram regarding the architecture and network infrastructure supporting
the Co-Branded Site. In the event that DigitalWork elects to create a custom
version of the Co-Branded Site in order to comply with the terms of this
Agreement, DigitalWork will bear responsibility for all aspects of the
implementation, management and cost of such customized site.

3.   Optimization; Speed.  DigitalWork will use commercially reasonable efforts
to ensure that: (a) the functionality and features within the Co-Branded Site
are optimized for the client software then in use by AOL Members; and (b) the
Co-Branded Site is designed and populated in a manner that minimizes delays when
AOL Members attempt to access such site. At a minimum, DigitalWork will ensure
that the Co-Branded Site's data transfers initiate within fewer than fifteen
(15) seconds on average. Prior to commercial launch of any material promotions
described herein, DigitalWork will permit AOL to conduct performance and load
testing of the Co-Branded Site (in person or through remote communications),
with such commercial launch not to commence until such time as AOL is reasonably
satisfied with the results of any such testing.

4.   User Interface.  AOL reserves the right to review and approve the user
interface and site design prior to launch of the Promotions and to conduct focus
group testing to assess compliance with respect to such consultation and with
respect to DigitalWork's compliance with the preceding sentence.

5.   Technical Problems. DigitalWork agrees to use commercially reasonable
efforts to address material technical problems (over which DigitalWork exercises
control) affecting use by AOL Members of the Co-Branded Site (a "DigitalWork
Technical Problem") promptly following notice thereof. In the event that
DigitalWork is unable to promptly resolve a DigitalWork Technical Problem
following notice thereof from AOL (including, without limitation, infrastructure
deficiencies producing user delays), AOL will have the right to regulate the
promotions it provides to DigitalWork hereunder until such time as DigitalWork
corrects the DigitalWork Technical Problem at issue.

6.   Monitoring. DigitalWork will ensure that the performance and availability
of the Co-Branded Site is monitored on a continuous basis. DigitalWork will
provide AOL with contact information (including e-mail, phone, pager and fax
information, as applicable, for both during and after business hours) for
DigitalWork's principal business and technical representatives, for use in cases
when issues or problems arise with respect to the Co-Branded Site.

7.   Telecommunications.  Where applicable DigitalWork will utilize encryption
methodology to secure data communications between the Parties' data centers. The
network will be sized such that no single line over which the DigitalWork has
material control runs at more than 70% average utilization for a 5-minute peak
in a daily period (it being understood and agreed that this shall not require a
dedicated connection between the Parties).

8.   Security.  DigitalWork will utilize Internet standard encryption
technologies (e.g., Secure Socket Layer - SSL) to provide a secure environment
for conducting transactions and/or transferring private member information (e.g.
credit card numbers, and banking/financial information) to and from the Co-
Branded Site. DigitalWork will use commercially reasonable efforts to utilize
Internet standard encryption technologies (e.g., Secure Socket Layer - SSL) to
provide a secure environment for transfer of member address information to and
from the Co-Branded Site (during transactions, but not with respect to
voluntarily publicly posted member address info, e.g., in message boards, etc.).
DigitalWork will facilitate periodic reviews of the Co-Branded Site by AOL in
order to evaluate the security risks of such site. DigitalWork will promptly
remedy any security risks or breaches of security as may be identified by AOL's
Operations Security team. DigitalWork shall have a reasonable amount of time
from the Effective Date, not to exceed 30 days from the date of execution hereof
(and in any event, prior to initial launch), to ramp up to the obligations in
this Section 8. With respect only to member address information, DigitalWork
shall have a reasonable amount of time from and after launch to ramp up such
obligations regarding member address information in this Section 8.

9.   Technical Performance. DigitalWork shall have a reasonable amount of time
from the Effective Date, not to exceed 30 days from the date of execution
hereof, to ramp up to the obligations in this Section 9.

     i.    DigitalWork will design the Co-Branded Site to support the AOL-client
           embedded versions of the Microsoft Internet Explorer 4.XX and 5.XX
           browsers (Windows and Macintosh) and the Netscape Browser 4.XX and
           make commercially reasonably effects to support all other AOL
           browsers listed at: http://webmaster.info.aol.com in accordance with
           DigitalWork standard policy.

     ii.   To the extent DigitalWork creates customized pages on the Co-Branded
           Site for AOL Members, DigitalWork will develop and
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

           employ a methodology to detect AOL Members (e.g. examine the HTTP
           User-Agent field in order to identify the "AOL Member-Agents" listed
           at: "http://webmaster. info.aol.com; to be accomplished via unique
           hostnames for each AOL property)."

    iii.   DigitalWork will periodically review the technical information made
           available by AOL at http://webmaster.info.aol.com.

     iv.   DigitalWork will design its site to support HTTP 1.0 or later
           protocol as defined in RFC 1945 and to adhere to AOL's parameters for
           refreshing or preventing the caching of information in AOL's proxy
           system as outlined in the document provided at the following URL:
           http://webmaster.info.aol.com. DigitalWork is responsible for the
           manipulation of these parameters in web-based objects so as to allow
           them to be cached or not cached as outlined in RFC 1945.

     v.    Prior to releasing material, new functionality or features through
           the Co-Branded Site ("New Functionality"), DigitalWork will use ***
           to (i) test the New Functionality to confirm its compatibility with
           AOL Service client software and (ii) provide AOL with written notice
           of the New Functionality so that AOL can perform tests of the New
           Functionality to confirm its compatibility with the AOL Service
           client software. Should any new material, new functionality or
           features through the Co-Branded Site be released without notification
           to AOL, AOL will not be responsible for any adverse member experience
           until such time that compatibility tests can be performed and the new
           material, functionality or features qualified for the AOL Service

10.  AOL Internet Services DigitalWork Support. AOL will provide DigitalWork
with access to the standard online resources, standards and guidelines
documentation, technical phone support, monitoring and after-hours assistance
that AOL makes generally available to similarly situated web-based partners. AOL
support will not, in any case, be involved with content creation on behalf of
DigitalWork or support for any technologies, databases, software or other
applications which are not supported by AOL or are related to any DigitalWork
area other than the Co-Branded Site. Support to be provided by AOL is contingent
on DigitalWork providing to AOL demo account information (where applicable), a
detailed description of the Co-Branded Site's software, hardware and network
architecture and access to the Co-Branded Site for purposes of such performance
and load testing as AOL elects to conduct.
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                                   EXHIBIT F


                 Standard Online Commerce Terms & Conditions
                 -------------------------------------------


1.  AOL Network Distribution. DigitalWork will not authorize or permit any third
party to distribute or promote the Products or any DigitalWork Interactive Site
through the AOL Network absent AOL's prior written approval to DigitalWork
and/or such third party. The Promotions and any other promotions or
advertisements purchased from or provided by AOL will link only to the Co-
Branded Site, will be used by DigitalWork solely for its own benefit and will
not be resold, traded, exchanged, bartered, brokered or otherwise offered to any
third party.

2.  Provision of Other Content. In the event that AOL notifies DigitalWork that
(i) as reasonably determined by AOL, any Content within the Co-Branded Site
violates AOL's then-standard Terms of Service (as set forth on the America
Online brand service at Keyword term "TOS"), for the AOL Service or any other
AOL property through which the affiliated Site is promoted, the terms of this
Agreement or any other standard, written AOL policy or (ii) AOL reasonably
objects to the inclusion of any Content within the Co-Branded Site (other than
any specific items of Content which may be expressly identified in this
Agreement), then DigitalWork will take commercially reasonable steps to block
access by AOL Users to such Content using DigitalWork's then-available
technology. In the event that DigitalWork cannot, through its commercially
reasonable efforts, block access by AOL Users to the Content in question, then
DigitalWork will provide AOL prompt written notice of such fact. AOL may then,
at its option, restrict access from the AOL Network to the Content in question
using technology available to AOL. DigitalWork will cooperate with AOL's
reasonable requests to the extent AOL elects to implement any such access
restrictions.

3.  Contests.  DigitalWork will take all steps necessary to ensure that any
contest, sweepstakes or similar promotion conducted or promoted through the Co-
Branded Site (a "Contest") complies with all applicable federal, state and local
laws and regulations.

4.  Navigation.  Subject to the prior consent of DigitalWork, which consent will
not be unreasonably withheld, AOL will be entitled to establish navigational
icons, links and pointers connecting the Co-Branded Site (or portions thereof)
with other content areas on or outside of the AOL Network. Additionally, in
cases where an AOL User performs a search for DigitalWork through any search or
navigational tool or mechanism that is accessible or available through the AOL
Network (e.g., Promotions, Keyword Search Terms, or any other promotions or
navigational tools), AOL shall have the right to direct such AOL User to the Co-
Branded Site, or any other DigitalWork Interactive Site determined by AOL in its
reasonable discretion.

5.  Disclaimers.   Upon AOL's request, DigitalWork agrees to include within the
Co-Branded Site a product disclaimer (the specific form and substance to be
mutually agreed upon by the Parties) indicating that transactions are solely
between DigitalWork and AOL Users purchasing Products from DigitalWork.

6.  AOL Look and Feel. DigitalWork acknowledges and agrees that AOL will own all
right, title and interest in and to the elements of graphics, design,
organization, presentation, layout, user interface, navigation and stylistic
convention (including the digital implementations thereof) which are generally
associated with online areas contained within the AOL Network, subject to
DigitalWork's ownership rights in any DigitalWork trademarks or copyrighted
material within the Co-Branded Site.

7.  Management of the Co-Branded Site. DigitalWork will manage, review, delete,
edit, create, update and otherwise manage all Content available on or through
the Co-Branded Site, in a timely and professional manner and in accordance with
the terms of this Agreement. DigitalWork will ensure that the Co-Branded Site is
current, accurate and well-organized at all times. DigitalWork warrants that the
Products and other Licensed Content: (i) will not infringe on or violate any
copyright, trademark, U.S. patent or any other third party right, including
without limitation, any music performance or other music-related rights; (ii)
will not violate AOL's then-applicable Terms of Service for the AOL Service and
any other AOL property through which the Co-Branded Site will be promoted or any
other standard, written AOL policy; and (iii) will not violate any applicable
law or regulation, including those relating to contests, sweepstakes or similar
promotions. Additionally, DigitalWork represents and warrants that it owns or
has a valid license to all rights to any Licensed Content used in AOL
"slideshow" or other formats embodying elements such as graphics, animation and
sound, free and clear of all encumbrances and without violating the rights of
any other person or entity. DigitalWork also warrants that a reasonable basis
exists for all Product performance or comparison claims appearing through the
Co-Branded Site. DigitalWork shall not in any manner, including, without
limitation in any Promotion, the Licensed Content or the Materials state or
imply that AOL recommends or endorses DigitalWork or DigitalWork's Products
(e.g., no statements that DigitalWork is an "official" or "preferred" provider
of products or services for AOL). AOL will have no obligations with respect to
the Products available on or through the Co-Branded Site, including, but not
limited to, any duty to review or monitor any such Products. AOL may require
that the Co-Branded Site be a customized, mirrored version of any DigitalWork
Interactive Site selling the products described on Exhibit D.

8.  Duty to Inform. DigitalWork will promptly inform AOL of any information
related to the Co-Branded Site which could reasonably lead to a claim, demand,
or liability of or against AOL and/or its affiliates by any third party.

9.  Customer Service.  It is the sole responsibility of DigitalWork to provide
customer service to persons or entities purchasing Products through the AOL
Network ("Customers"). DigitalWork will bear full responsibility for all
customer service, including without limitation, order processing, billing,
fulfillment, shipment, collection and other customer service associated with any
Products offered, sold or
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

licensed through the Co-Branded Site, and AOL will have no obligations
whatsoever with respect thereto. DigitalWork will receive all emails from
Customers via a computer available to DigitalWork's customer service staff and
generally respond to such emails within one business day of receipt. DigitalWork
will receive all orders electronically and generally process all orders within
one business day of receipt, provided Products ordered are not advance order
items. DigitalWork will ensure that all orders of Products are received,
processed, fulfilled and delivered on a timely and professional basis.
DigitalWork will use all reasonable efforts to ensure customer satisfaction for
all AOL Users who purchase Products through such Co-Branded Site. DigitalWork
will bear all responsibility for compliance with federal, state and local laws
in the event that Products are out of stock or are no longer available at the
time an order is received. DigitalWork will also comply with the requirements of
any federal, state or local consumer protection or disclosure law. Payment for
Products will be collected by DigitalWork (or its designees) directly from
customers. DigitalWork's order fulfillment operation will be subject to AOL's
reasonable review.

10.  Production Work.  In the event that DigitalWork requests AOL's production
assistance in connection with (i) ongoing programming and maintenance related to
the Co-Branded Site, (ii) a redesign of or addition to the Co-Branded Site
(e.g., a change to an existing screen format or construction of a new custom
form), (iii) production to modify work performed by a third party provider or
(iv) any other type of production work, DigitalWork will work with AOL to
develop a detailed production plan for the requested production assistance (the
"Production Plan"). Following receipt of the final Production Plan, AOL will
notify DigitalWork of (i) AOL's availability to perform the requested production
work, (ii) the proposed fee or fee structure for the requested production and
maintenance work and (iii) the estimated development schedule for such work. To
the extent the Parties reach agreement regarding implementation of the agreed-
upon Production Plan, such agreement will be reflected in a separate work order
signed by the Parties. To the extent DigitalWork elects to retain a third party
provider to perform any such production work, work produced by such third party
provider must generally conform to AOL's standards & practices (as provided on
the America Online brand service at Keyword term "styleguide"). The specific
production resources which AOL allocates to any production work to be performed
on behalf of DigitalWork will be as determined by AOL in its sole discretion.
With respect to any routine production, maintenance or related services which
AOL reasonably determines are necessary for AOL to perform in order to support
the proper functioning and integration of the Co-Branded Site ("Routine
Services"), DigitalWork will pay the then-standard fees charged by AOL for such
Routine Services.

11.  Overhead Accounts.   To the extent AOL has granted DigitalWork any overhead
accounts on the AOL Service, DigitalWork will be responsible for the actions
taken under or through its overhead accounts, which actions are subject to AOL's
applicable Terms of Service and for any surcharges, including, without
limitation, all premium charges, transaction charges, and any applicable
communication surcharges incurred by any overhead Account issued to DigitalWork,
but DigitalWork will not be liable for charges incurred by any overhead account
relating to AOL's standard monthly usage fees and standard hourly charges, which
charges AOL will bear. Upon the termination of this Agreement, all overhead
accounts, related screen names and any associated usage credits or similar
rights, will automatically terminate. AOL will have no liability for loss of any
data or content related to the proper termination of any overhead account.

12. Navigation Tools. Any Keyword Search Terms to be directed to the Co-Branded
Site shall be (i) subject to availability for use by DigitalWork and (ii)
limited to the combination of the Keyword search modifier combined with a
registered trademark of DigitalWork (e.g. "AOL keyword: XYZ Company Name"). AOL
reserves the right to revoke at any time DigitalWork's use of any Keyword Search
Terms which do not incorporate registered trademarks of DigitalWork. DigitalWork
acknowledges that its utilization of a Keyword Search Term will not create in
it, nor will it represent it has, any right, title or interest in or to such
Keyword Search Term, other than the right, title and interest DigitalWork holds
in DigitalWork's registered trademark independent of the Keyword Search Term.
Without limiting the generality of the foregoing, DigitalWork will not: (a)
attempt to register or otherwise obtain trademark or copyright protection in the
Keyword Search Term; or (b) use the Keyword Search Term, except for the purposes
expressly required or permitted under this Agreement. To the extent AOL allows
AOL Users to "bookmark" the URL or other locator for the Co-Branded Site, such
bookmarks will be subject to AOL's control at all times. Upon the termination of
this Agreement, DigitalWork's rights to any Keyword Search Terms and bookmarking
will terminate.

13.  Merchant Certification Program. DigitalWork will use best efforts to
participate in any generally applicable "Certified Merchant" program operated by
AOL or its authorized agents or contractors. Such program may require merchant
participants on an ongoing basis to meet certain reasonable, generally
applicable standards relating to provision of electronic commerce through the
AOL Network (including, as a minimum, use of 40-bit SSL encryption and if
requested by AOL, 128-bit encryption) and may also require the payment of
certain reasonable certification fees to the applicable entity operating the
program. Each Certified Merchant in good standing will be entitled to place on
its affiliated Interactive Site an AOL designed and approved button promoting
the merchant's status as an AOL Certified Merchant.

14.  Reward Programs.  On the Co-Branded Site, DigitalWork shall not offer,
provide, implement or otherwise make available any promotional programs or plans
that are intended to provide customers with rewards or benefits in exchange for,
or on account of, their past or continued loyalty to, or patronage or purchase
of, the products or services of DigitalWork or any third party (e.g., a
promotional program similar to a "frequent flier" program), unless such
promotional program or plan is provided exclusively through AOL's "AOL Rewards"
program, accessible on the AOL Service at Keyword: "AOL Rewards."

15.  Search Terms.  To the extent this Agreement sets forth any mechanism by
which the Co-Branded Site will be promoted in connection with specified search
terms within any AOL product or service, DigitalWork hereby represents and
warrants that DigitalWork
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                                                CONFIDENTIAL TREATMENT REQUESTED

has all consents, authorizaitons, approvals, licenses, permits or other rights
necessary for DigitalWork to use such specified search terms. Notwithstanding
the foregoing, AOL shall have the right to suspend the use of any search term if
AOL has reason to believe continued use may subject AOL to liability or other
adverse consequences.
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

                                  EXHIBIT G
                       Standard Legal Terms & Conditions
                       ---------------------------------

1.  Promotional Materials/Press Releases.  Each Party will submit to the other
Party, for its prior written approval, which will not be unreasonably withheld
or delayed, any marketing, advertising, or other promotional materials,
excluding Press Releases, related to the Co-Branded Site and/or referencing the
other Party and/or its trade names, trademarks, and service marks (the
"Promotional Materials"); provided, however, that either Party's use of screen
shots of the Co-Branded Site for promotional purposes will not require the
approval of the other Party so long as America Online(R) is clearly identified
as the source of such screen shots; and provided further, however, that,
following the initial public announcement of the business relationship between
the Parties in accordance with the approval and other requirements contained
herein, either Party's subsequent factual reference to the existence of a
business relationship between the Parties in Promotional Materials, will not
require the approval of the other Party. Each Party will solicit and reasonably
consider the views of the other Party in designing and implementing such
Promotional Materials. Once approved, the Promotional Materials may be used by a
Party and its affiliates for the purpose of promoting the Co-Branded Site and
the content contained therein and reused for such purpose until such approval is
withdrawn with reasonable prior notice. In the event such approval is withdrawn,
existing inventories of Promotional Materials may be depleted.

2.  License.  DigitalWork hereby grants AOL a non-exclusive worldwide license to
market, license, distribute, reproduce, display, perform, transmit and promote
the Licensed Content (or any portion thereof) through such areas or features of
the AOL Network as AOL deems appropriate. DigitalWork acknowledges and agrees
that the foregoing license permits AOL to distribute portions of the Licensed
Content in synchronism or timed relation with visual displays prepared by
DigitalWork or AOL (e.g., as part of an AOL "slideshow"). In addition, AOL Users
will have the right to access and use the Co-Branded Site.

3.  Trademark License. In designing and implementing the Materials and subject
to the other provisions contained herein, DigitalWork will be entitled to use
the following trade names, trademarks, and service marks of AOL: the "America
Online" brand service, "AOL" service/software and AOL's triangle logo; and AOL
and its affiliates will be entitled to use the trade names, trademarks, and
service marks of DigitalWork for which DigitalWork holds all rights necessary
for use in connection with this Agreement (collectively, together with the AOL
marks listed above, the "Marks"); provided that each Party: (i) does not create
a unitary composite mark involving a Mark of the other Party without the prior
written approval of such other Party; and (ii) displays symbols and notices
clearly and sufficiently indicating the trademark status and ownership of the
other Party's Marks in accordance with applicable trademark law and practice.

4.  Ownership of Trademarks.  Each Party acknowledges the ownership right of the
other Party in the Marks of the other Party and agrees that all use of the other
Party's Marks will inure to the benefit, and be on behalf, of the other Party.
Each Party acknowledges that its utilization of the other Party's Marks will not
create in it, nor will it represent it has, any right, title, or interest in or
to such Marks other than the licenses expressly granted herein. Each Party
agrees not to do anything contesting or impairing the trademark rights of the
other Party.

5.  Quality Standards.  Each Party agrees that the nature and quality of its
products and services supplied in connection with the other Party's Marks will
conform to quality standards set by the other Party. Each Party agrees to supply
the other Party, upon request, with a reasonable number of samples of any
Materials publicly disseminated by such Party which utilize the other Party's
Marks. Each Party will comply with all applicable laws, regulations, and customs
and obtain any required government approvals pertaining to use of the other
Party's marks.

6.  Infringement Proceedings.  Each Party agrees to promptly notify the other
Party of any unauthorized use of the other Party's Marks of which it has actual
knowledge. Each Party will have the sole right and discretion to bring
proceedings alleging infringement of its Marks or unfair competition related
thereto; provided, however, that each Party agrees to provide the other Party
with its reasonable cooperation and assistance with respect to any such
infringement proceedings.

7.  Representations and Warranties.  Each Party represents and warrants to the
other Party that: (i) such Party has the full corporate right, power and
authority to enter into this Agreement and to perform the acts required of it
hereunder; (ii) the execution of this Agreement by such Party, and the
performance by such Party of its obligations and duties hereunder, do not and
will not violate any agreement to which such Party is a party or by which it is
otherwise bound; (iii) when executed and delivered by such Party, this Agreement
will constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms; and (iv) such Party
acknowledges that the other Party makes no representations, warranties or
agreements related to the subject matter hereof that are not expressly provided
for in this Agreement. DigitalWork hereby represents and warrants that it
possesses all authorizations, approvals, consents, licenses, permits,
certificates or other rights and permissions necessary to sell the Products.

8.  Confidentiality.  Each Party acknowledges that Confidential Information may
be disclosed to the other Party during the course of this Agreement. Each Party
agrees that it will take reasonable steps, at least substantially equivalent to
the steps it takes to protect its own proprietary information, during the term
of this Agreement, and for a period of 3 years following expiration or
termination of this Agreement, to prevent the duplication or disclosure of
Confidential
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

Information of the other Party, other than by or to its employees or agents who
must have access to such Confidential Information to perform such Party's
obligations hereunder, who will each agree to comply with this section.
Notwithstanding the foregoing, either Party may issue a press release or other
disclosure containing Confidential Information without the consent of the other
Party, to the extent such disclosure is required by law, rule, regulation or
government or court order. In such event, the disclosing Party will provide at
least five (5) business days prior written notice of such proposed disclosure to
the other Party. Further, in the event such disclosure is required of either
Party under the laws, rules or regulations of the Securities and Exchange
Commission or any other applicable governing body, such Party will (i) redact
mutually agreed-upon portions of this Agreement to the fullest extent permitted
under applicable laws, rules and regulations and (ii) submit a request to such
governing body that such portions and other provisions of this Agreement receive
confidential treatment under the laws, rules and regulations of the Securities
and Exchange Commission or otherwise be held in the strictest confidence to the
fullest extent permitted under the laws, rules or regulations of any other
applicable governing body.

9.  Limitation of Liability; Disclaimer; Indemnification.

9.1 Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
(EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
ARISING FROM BREACH OF THE AGREEMENT, THE SALE OF PRODUCTS, THE USE OR INABILITY
TO USE THE AOL NETWORK, THE AOL SERVICE, AOL.COM OR THE CO-BRANDED SITE, OR
ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO,
LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY,
"DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY WILL REMAIN LIABLE TO THE OTHER
PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE
SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 9.3. EXCEPT AS PROVIDED IN
SECTION 9.3, (I) LIABILITY ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO
DIRECT, OBJECTIVELY MEASURABLE DAMAGES, AND (II) THE MAXIMUM LIABILITY OF ONE
PARTY TO THE OTHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS
AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT OF FIXED GUARANTEED PAYMENT
OBLIGATIONS OWED BY DigitalWork HEREUNDER IN THE YEAR IN WHICH THE EVENT GIVING
RISE TO LIABILITY OCCURS; PROVIDED THAT EACH PARTY WILL REMAIN LIABLE FOR THE
AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY PURSUANT TO
THE AGREEMENT.

9.2 No Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AOL NETWORK,
THE AOL SERVICE, AOL.COM OR THE CO-BRANDED SITE, INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, AOL SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING
THE PROFITABILITY OF THE CO-BRANDED SITE.

9.3 Indemnity. Either Party will defend, indemnify, save and hold harmless the
other Party and the officers, directors, agents, affiliates, distributors,
franchisees and employees of the other Party from any and all third party
claims, demands, liabilities, costs or expenses, including reasonable attorneys'
fees ("Liabilities"), resulting from the indemnifying Party's material breach of
any duty, representation, or warranty of this Agreement.

9.4 Claims. If a Party entitled to indemnification hereunder (the "Indemnified
Party") becomes aware of any matter it believes is indemnifiable hereunder
involving any claim, action, suit, investigation, arbitration or other
proceeding against the Indemnified Party by any third party (each an "Action"),
the Indemnified Party will give the other Party (the "Indemnifying Party")
prompt written notice of such Action. Such notice will (i) provide the basis on
which indemnification is being asserted and (ii) be accompanied by copies of all
relevant pleadings, demands, and other papers related to the Action and in the
possession of the Indemnified Party. The Indemnifying Party will have a period
of ten (10) days after delivery of such notice to respond. If the Indemnifying
Party elects to defend the Action or does not respond within the requisite ten
(10) day period, the Indemnifying Party will be obligated to defend the Action,
at its own expense, and by counsel reasonably satisfactory to the Indemnified
Party. The Indemnified Party will cooperate, at the expense of the Indemnifying
Party, with the Indemnifying Party and its counsel in the defense and the
Indemnified Party will have the right to participate fully, at its own expense,
in the defense of such Action. If the Indemnifying Party responds within the
required ten (10) day period and elects not to defend such Action, the
Indemnified Party will be free, without prejudice to any of the Indemnified
Party's rights hereunder, to compromise or defend (and control the defense of)
such Action. In such case, the Indemnifying Party will cooperate, at its own
expense, with the Indemnified Party and its counsel in the defense against such
Action and the Indemnifying Party will have the right to participate fully, at
its own expense, in the defense of such Action. Any compromise or settlement of
an Action will require the prior written consent of both Parties hereunder, such
consent not to be unreasonably withheld or delayed.

10. Acknowledgment. AOL and DigitalWork each acknowledges that the provisions of
this Agreement were negotiated to reflect an informed, voluntary allocation
between them of all risks (both known and unknown) associated with the
transactions contemplated
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

hereunder. The limitations and disclaimers related to warranties and liability
contained in this Agreement are intended to limit the circumstances and extent
of liability. The provisions of this Section 9 will be enforceable independent
of and severable from any other enforceable or unenforceable provision of this
Agreement.

11.  Solicitation of AOL Users. During the term of the Agreement and for a two
year period thereafter, DigitalWork will not use the AOL Network (including,
without limitation, the e-mail network contained therein) to solicit AOL Users
on behalf of another Interactive Service. More generally, DigitalWork will not
send unsolicited, commercial e-mail (i.e., "spam") or other online
communications through or into AOL's products or services, absent a Prior
Business Relationship. For purposes of this Agreement, a "Prior Business
Relationship" will mean that the AOL User to whom commercial e-mail or other
online communication is being sent has voluntarily either (i) engaged in a
transaction with DigitalWork or (ii) provided information to DigitalWork through
a contest, registration, or other communication, which included clear notice to
the AOL User that the information provided could result in commercial e-mail or
other online communication being sent to that AOL User by DigitalWork or its
agents. Any commercial e-mail or other online communications to AOL Users which
are otherwise permitted hereunder, will (a) include a prominent and easy means
to "opt-out" of receiving any future commercial communications from DigitalWork,
and (b) shall also be subject to AOL's then-standard restrictions on
distribution of bulk e-mail (e.g., related to the time and manner in which such
e-mail can be distributed through or into the AOL product or service in
question).

12.  AOL User Communications.  To the extent that DigitalWork is permitted to
communicate with AOL Users under Section 11 of this Exhibit G, in any such
communications to AOL Users on or off the Co-Branded Site (including, without
limitation, e-mail solicitations), DigitalWork will not encourage AOL Users
(specifically identified)  to take any action inconsistent with the scope and
purpose of this Agreement, including without limitation, the following actions:
encouraging persons known to be AOL Users (i.e., a communication specifically
targeted to AOL Users, or to an individual DigitalWork knows is an AOL
Purchaser) to (i) use an Interactive Site other than the Co-Branded Site for the
purchase of Products, (ii) use Content other than the Licensed Content; (iii)
bookmark of Interactive Sites; or (iv) change the default home page on the AOL
browser.  Additionally, with respect to such AOL User communications, in the
event that DigitalWork encourages a known AOL Purchaser   to purchase products
through such communications, DigitalWork shall ensure that (a) the AOL Network
is promoted as the primary means through which such AOL User can access the Co-
Branded Site and (b) any link to the Co-Branded Site will link to a page which
indicates to the AOL User that such user is in a site which is affiliated with
the AOL Network.  DigitalWork will not express any preference of the Standard
Site over the Co-Branded Site.

13.  Collection and Use of User Information.  DigitalWork shall ensure that its
collection, use and disclosure of information obtained from AOL Users under this
Agreement ("User Information") complies with (i) all applicable laws and
regulations and (ii) AOL's standard privacy policies, available on the AOL
Service at the keyword term "Privacy" (or, in the case of the Co-Branded Site,
DigitalWork's standard privacy policies so long as such policies are prominently
published on the site and provide adequate notice, disclosure and choice to
users regarding DigitalWork's collection, use and disclosure of user
information).  DigitalWork will not disclose User Information collected
hereunder to any third party in a manner that identifies AOL Users as end users
of an AOL product or service or use Member Information collected under this
Agreement to market another Interactive Service.  Notwithstanding anything to
the contrary herein, (a) if end users are required to register to access certain
features within the co-branded areas, such registration processes will be
seamlessly integrated with Netscape's "Universal Registration" or AOL's "SNAP"
system and be consistent with AOL's (or the applicable AOL affiliate's) then-
current privacy policy; (b) AOL and DigitalWork will jointly own all end user
data collected by DigitalWork in conjunction with the use of the Co-Branded Site
during any proactive registration process thereon; and (c) DigitalWork may
provide communications to AOL users that have specifically requested such
communications (e.g., opt-in information about a product or service), provided
that any such communication (i) will only promote those products set forth
herein as permitted in the Co-Branded Site, (ii) will not promote any
Interactive Service or is otherwise inconsistent with the general scope and
terms hereof, and (iii) is consistent with AOL's (or the applicable AOL
affiliate's) then current privacy policy (e.g., provides a meaningful
opportunity to opt back out and terminate receipt of further such
communications).

14.  Excuse.  Neither Party will be liable for, or be considered in breach of or
default under this Agreement on account of, any delay or failure to perform as
required by this Agreement as a result of any causes or conditions which are
beyond such Party's reasonable control and which such Party is unable to
overcome by the exercise of reasonable diligence.

15.  Independent Contractors.  The Parties to this Agreement are independent
contractors.  Neither Party is an agent, representative or employee of the other
Party.  Neither Party will have any right, power or authority to enter into any
agreement for or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other Party.  This Agreement will not be interpreted or
construed to create an association, agency, joint venture or partnership between
the Parties or to impose any liability attributable to such a relationship upon
either Party.

16. Notice. Any notice, approval, request, authorization, direction or other
communication under this Agreement will be given in writing and will be deemed
to have been delivered and given for all purposes (i) on the delivery date if
delivered by electronic mail on the AOL Network (to screenname
"AOLNotice@AOL.com" in the case of AOL) or by confirmed facsimile; (ii) on the
delivery date if delivered personally to the Party to whom the same is directed;
(iii)

<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

one business day after deposit with a commercial overnight carrier, with
written verification of receipt; or (iv) five business days after the mailing
date, whether or not actually received, if sent by U.S. mail, return receipt
requested, postage and charges prepaid, or any other means of rapid mail
delivery for which a receipt is available.  In the case of AOL, such notice will
be provided to both the Senior Vice President for Business Affairs (fax no. 703-
265-1206) and the Deputy General Counsel (fax no. 703-265-1105), each at the
address of AOL set forth in the first paragraph of this Agreement.  In the case
of DigitalWork, except as otherwise specified herein, the notice address will be
the address for DigitalWork set forth in the first paragraph of this Agreement,
with the other relevant notice information, including the recipient for notice
and, as applicable, such recipient's fax number or AOL e-mail address, to be as
reasonably identified by AOL.

17.  Launch Dates.  In the event that any terms contained herein relate to or
depend on the commercial launch date of the Co-Branded Site contemplated by this
Agreement (the "Launch Date"), then it is the intention of the Parties to record
such Launch Date in a written instrument signed by both Parties promptly
following such Launch Date; provided that, in the absence of such a written
instrument, the Launch Date will be as reasonably determined by AOL based on the
information available to AOL.

18.  No Waiver.  The failure of either Party to insist upon or enforce strict
performance by the other Party of any provision of this Agreement or to exercise
any right under this Agreement will not be construed as a waiver or
relinquishment to any extent of such Party's right to assert or rely upon any
such provision or right in that or any other instance; rather, the same will be
and remain in full force and effect.

19.  Return of Information.  Upon the expiration or termination of this
Agreement, each Party will, upon the written request of the other Party, return
or destroy (at the option of the Party receiving the request) all Confidential
Information received from the other Party, documents, manuals and other
materials specified the other Party.

20.  Survival.  Section 5.3 of the body of the Agreement, Sections 8 through 30
of this Exhibit, and any payment obligations accrued prior to termination or
expiration will survive the completion, expiration, termination or cancellation
of this Agreement.

21.  Entire Agreement.  This Agreement sets forth the entire agreement and
supersedes any and all prior agreements of the Parties with respect to the
transactions set forth herein.  Neither Party will be bound by, and each Party
specifically objects to, any term, condition or other provision which is
different from or in addition to the provisions of this Agreement (whether or
not it would materially alter this Agreement) and which is proffered by the
other Party in any correspondence or other document, unless the Party to be
bound thereby specifically agrees to such provision in writing.

22.  Amendment.  No change, amendment or modification of any provision of this
Agreement will be valid unless set forth in a written instrument signed by the
Party subject to enforcement of such amendment, and in the case of AOL, by an
executive of at least the same standing to the executive who signed the
Agreement.

23.  Further Assurances.  Each Party will take such action (including, but not
limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by any other Party for the implementation or continuing
performance of this Agreement.

24.  Assignment.  DigitalWork will not assign this Agreement or any right,
interest or benefit under this Agreement without the prior written consent of
AOL.  Assumption of the Agreement by any successor to DigitalWork (including,
without limitation, by way of merger or consolidation) will be subject to AOL's
prior written approval.  Subject to the foregoing, this Agreement will be fully
binding upon, inure to the benefit of and be enforceable by the Parties hereto
and their respective successors and assigns.

25.  Construction; Severability.  In the event that any provision of this
Agreement conflicts with the law under which this Agreement is to be construed
or if any such provision is held invalid by a court with jurisdiction over the
Parties to this Agreement, (i) such provision will be deemed to be restated to
reflect as nearly as possible the original intentions of the Parties in
accordance with applicable law, and (ii) the remaining terms, provisions,
covenants and restrictions of this Agreement will remain in full force and
effect.

26.  Remedies.  Except where otherwise specified, the rights and remedies
granted to a Party under this Agreement are cumulative and in addition to, and
not in lieu of, any other rights or remedies which the Party may possess at law
or in equity.

27.  Applicable Law.  Except as otherwise expressly provided herein, this
Agreement will be interpreted, construed and enforced in all respects in
accordance with the laws of the State of New York except for its conflicts of
laws principles.

28.  Export Controls.  Both Parties will adhere to all applicable laws,
regulations and rules relating to the export of technical data and will not
export or re-export any technical data, any products received from the other
Party or the direct product of such technical data to any proscribed country
listed in such applicable laws, regulations and rules unless properly
authorized.

29.  Headings.  The captions and headings used in this Agreement are inserted
for convenience only and will not affect the meaning or interpretation of this
Agreement.

30.  Counterparts.  This Agreement may be executed in counterparts, each of
which will be deemed an original and all of which together will constitute one
and the same document

<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                                   EXHIBIT H
                       Customization of Co-Branded Sites



DigitalWork shall create, at its sole expense, a fully customized site for the
AOL Business Property and warrants that it also shall implement, at its sole
expense, any appropriate infrastructure additions to the Customized Site to
support the projected traffic growth on such Customized Site.  Such
customization shall include, without limitation:

     (a)  Standard Customization
     ---  ----------------------

          (i)    the inclusion of a toolbar (the parameters, specifications and
                 format of which are listed below) at the top and bottom of each
                 page of the DigitalWork Internet Site, which, among other
                 things, will provide navigation back to the AOL Network;

          (ii)   various additional co-branding elements to be specified;

          (iii)  the creation of links in connection with communication services
                 on the Customized Site to the corresponding or equivalent
                 communication services or areas of the Customized Site of the
                 appropriate AOL Property (e.g., chat from the Customized Site
                 of the AOL Service will link to the chat area on the AOL
                 Service); and

          (iv)   the linking of the Customized Site to an URL which contains the
                 location code for the AOL Business brand (e.g.,
                 www.DigitalWork.aolbusinessbrand.com) or any such other URL as
                 determined by AOL in its sole discretion).


(e)  Cobranding example: Netscape Netcenter.
---  --------------------------------------

DigitalWork/Netscape Netcenter co-branded as follows:  (x) displaying on each
page of the DigitalWork-Netcenter Site headers, footers and left navigation
sidebar of size and type determined by AOL and which contain both Netscape and
DigitalWork branding, links to Netscape Netcenter, a search box, two (2)
promotional spaces to be programmed by AOL, and advertising space as desired by
partner; (y) programming each page of the DigitalWork-Netcenter Site with a co-
branded domain name (e.g., DigitalWork.netscape.com) and (z) matching the look
and feel of Netscape Netcenter on the DigitalWork-Netcenter Site. Within
navigation sidebar, where subdepartments exist under Netcenter Department
headings, these will be broken out for navigational purposes.

NETSCAPE:  DigitalWork shall create a version of the DigitalWork Internet Site
customized for distribution through Netscape Netcenter (the "DigitalWork-NS
Site") by: (a) displaying a "C-frame" header, footer and left-side menu bar on
each page of the DigitalWork-NS Site (or any other mutually agreed alternatives)
as well as the additional standard programming elements as set forth in the
Programming Plan, with such C-frame of size and type determined by AOL with the
headers and footers containing both Netscape and DigitalWork branding, links to
Netscape Netcenter, a search box and two (2) promotional spaces to be programmed
by AOL, (b) eliminating the use of "pop-up" windows, screens and similar types
of functionality in connection with the display of advertising, promotions or
sponsorships on the DigitalWork-NS Site, (c) programming each page of the
DigitalWork-NS Site with a co-branded domain name (e.g., insweb.netscape.com)
and (d) matching the Look and Feel, templates (including sponsorship positions)
and navigation of Netscape Netcenter on the DigitalWork-NS Site. Detailed co-
branding requirements can be found at http://proto.mcom.com:888/nc20/html/. AOL
will have design approval of any co-branding (on an ongoing basis) over all
pages.