<PAGE>


                     DEVELOPMENT AND LICENSE AGREEMENT
                                (as Amended)


          This Development and License Agreement ("Agreement"), as amended,
is entered as of August 22, 1997 (the "Effective Date") by and between
CommerceWave, Inc., a California corporation, with its principal place of
business at 2121 Palomar Road, Suite 201, Carlsbad, California 92009
("CommerceWave"), and Encanto Networks, Inc., a California corporation, with
its principal place of business at 2953 Bunker Hill Lane, Suite 400, Santa
Clara, California 95054 ("Encanto"), and is made with respect to the
following recitals:

          A.   Encanto is developing a web server product that will provide,
               among other things, an online storefront system allowing a
               merchant to market wares on the Internet.

          B.   CommerceWave has developed a computer program named "Merchant
               Wave" that permits creation of a multi-vendor online "shopping
               mall." CommerceWave proposes to use the pre-existing code and
               algorithms embodied in Merchant Wave to create an online
               storefront system and an associated website builder program for
               Encanto.

          C.   The parties wish to define their respective duties and
               obligations with respect to such development by CommerceWave.

          D.   This Agreement has been amended as of January 29, 1999. This
               Agreement, as amended, shall supersede and replace the original
               in all respects and all rights and obligations in the Agreement
               shall be deemed effective as of the Effective Date.

          NOW, THEREFORE, in consideration of the premises, of the mutual
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:

          1.   DEFINITIONS.

               a.   "Authorized Derivative Works" shall mean modifications to
          or derivative works of the Products (including, without limitation,
          Enhancements (as defined below)) developed by or for Encanto. For
          purposes of this definition, the term "derivative works" shall have
          the meaning used in the United States Copyright Act of 1976, as
          amended, and shall also include all modified versions or releases of
          the Products that are not sufficiently different from the Products
          to constitute a separate derivative work under such Act.

               b.   "Merchant Wave" shall mean CommerceWave's existing
          Merchant Wave software product as further specified in Exhibit A
          attached hereto.

               c.   "Product(s)" shall mean (i) the products identified in
          Exhibit B attached hereto and all documentation relating thereto and
          (ii) bug fixes to such products.


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               d.   "Enhancements" shall mean modifications to the Products
          that change (i) the appearance or content of displayed text,
          graphics, links or similar elements of the Products and/or (ii) the
          features and functions of the Products.

          2.   DEVELOPMENT.

               CommerceWave agrees to undertake and complete development of
          the Products (as defined in Exhibit B attached hereto) in accordance
          with the specifications therefor set forth in Exhibit C attached
          hereto and pursuant to the schedule specified in Exhibit D attached
          hereto.

          3.   CHANGES.

               If either party proposes in writing a change to Exhibit A,
          Exhibit B, Exhibit C or Exhibit D, the other party will reasonably
          and in good faith consider and discuss with the proposing party the
          proposed change. CommerceWave agrees to accept any change proposed
          by Encanto where Encanto agrees to bear any extra expense and pay
          (at CommerceWave's standard time and materials rates) for any
          additional work required by such change.

          4.   ACCEPTANCE.

               a.   When CommerceWave believes it has appropriately completed
          a Product in accordance with the specifications therefor,
          CommerceWave will deliver such Product to Encanto in both object
          code and source code forms. Encanto will accept or reject such
          Product within ten (10) business days after delivery; failure to
          give notice of acceptance or rejection within that period or
          Encanto's first commercial distribution of such Product (regardless
          of notice of rejection) will constitute acceptance. Encanto may
          reject a Product only if it fails in some material respect to meet
          the specifications and acceptance criteria therefor set forth in
          Exhibit C. If Encanto properly rejects a Product, CommerceWave will
          correct the failures properly specified in the rejection notice
          within ten (10) business days after the rejection notice. When
          CommerceWave believes that it has made the necessary corrections,
          CommerceWave will again deliver such Product to Encanto in both
          object code and source code forms, and the
          acceptance/rejection/correction provisions above shall be reapplied
          until such Product is accepted; provided, however, that upon the
          third or any subsequent rejection or if the corrections are not
          made within forty-five (45) business days of the initial rejection,
          Encanto may terminate this Agreement in its entirety by ten (10)
          days' notice unless the Product is accepted by Encanto during the
          notice period. Upon initial delivery of a Product, CommerceWave
          will identify in writing all compilers, commercial libraries, and
          other programming tools reasonably necessary for Encanto to
          successfully compile the Products as originally delivered.

          5.   LICENSE GRANT TO ENCANTO.

               a.   Subject to all of the terms and conditions of this
          Agreement, CommerceWave hereby grants to Encanto a worldwide,
          perpetual, irrevocable, fully paid-up, royalty-free,


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<PAGE>


          non-transferable, license, together with the right to enter into
          sub-licenses with third parties at its sole discretion, to:

                    (i)    directly or through authorized agents use, modify,
               improve, upgrade, enhance and port the source code of the
               Products to create Authorized Derivative Works; and

                    (ii)   make, use, copy, perform, display, license,
               sublicense, sell, distribute and take any other actions deemed
               appropriate by Encanto with respect to the Products and
               Authorized Derivative Works.

               b.   The license granted in Section 5.a. above shall be without
          limitation as to fields of use and distribution.

               c.   The Products may be distributed by Encanto and its
          licensees under Encanto's and/or its licensees' own brand names and
          trademarks but Encanto shall maintain CommerceWave's name in a
          copyright notice accompanying the Products; provided, however,
          that no such copyright notice shall be required for Authorized
          Derivative Works.

               d.   Each copy of a Product sublicensed to end users hereunder
          will be distributed pursuant to an end user license agreement
          containing terms and conditions that are at least as protective of
          the Product, CommerceWave and its intellectual property rights as
          the terms and conditions of this Agreement.

               e.   Encanto may distribute the Products through its normal
          distribution channels (including, without limitation, through
          subdistributors and authorized sublicensees).

               f.   Except as expressly provided herein, Encanto agrees:

                    (i)    not to delete or fail to reproduce in and on any
               Product any copyright, trademark or other proprietary rights
               notices appearing in or on any copy, media or master of the
               Products provided by CommerceWave; provided, however, that no
               such notices shall be required for Authorized Derivative Works;
               and

                    (ii)   to keep CommerceWave informed as to any problems
               encountered with the Products.

               g.   CommerceWave agrees to provide to Encanto, within five
          (5) days of the Effective Date of this Agreement, a copy of
          MerchantWave (in both source code and object code forms) in such
          format as is reasonably requested by Encanto.

          6.   ENHANCEMENTS.

               a.   During the term of this Agreement for so long as Encanto
          is receiving Enhancements pursuant to Section 6.b. below, Encanto
          hereby grants to CommerceWave, under all rights of Encanto to any
          Enhancements made by or for Encanto (other than by

                                      3
<PAGE>


          CommerceWave), a worldwide, non-exclusive, perpetual, fully
          paid-up, royalty-free, non-transferable license to:

                    (i)    directly or through authorized agents use, modify,
               improve, upgrade, enhance and port the source code of such
               Enhancements developed by or for Encanto; and

                    (ii)   make, use, copy, perform, display, license,
               sublicense, sell and distribute such Enhancements developed by
               or for Encanto in object code form. Such Enhancements may be
               distributed by CommerceWave under ComerceWave's own brand name
               and trademark.

               b.   During the term of this Agreement for so long as
          CommerceWave is receiving Enhancements pursuant to Section 6.a.
          above, CommerceWave hereby grants to Encanto, under all rights of
          CommerceWave to any Enhancements made by or for CommerceWave a
          worldwide, non-exclusive, perpetual, fully paid-up, royalty-free,
          non-transferable license to:

                    (i)    directly or through authorized agents use, modify,
               improve, upgrade, enhance and port the source code of such
               Enhancements developed by or for CommerceWave; and

                    (ii)   make, use, copy, perform, display, license,
               sublicense, sell and distribute the Enhancements developed by
               or for CommerceWave in object code form. Such Enhancements may
               be distributed by Encanto and/or its licensees under Encanto's
               and/or its licensee's own brand names and trademarks.


               c.   Upon a party's completion of an Enhancement subject to
          the cross-licensing provisions of this Section, such party agrees to
          provide the other party with a copy of such Enhancement (in both
          source code and object code) in such format as reasonably requested
          by the other party.

          7.   OWNERSHIP.

               a.   As between the parties and subject to the licenses and
          other rights granted by CommerceWave to Encanto under this Agreement,
          CommerceWave shall own all rights, title and interest in and to (i)
          Merchant Wave and (ii) all Enhancements made by or for CommerceWave
          (other than by Encanto and whether or not at Encanto's direction).

               b.   As between the parties and subject to the licenses and
          other rights granted by Encanto to CommerceWave under this Agreement,
          Encanto shall own all rights, title and interest in and to (i) all
          Authorized Derivative Works and (ii) all Enhancements made by or for
          Encanto (other than by CommerceWave and whether or not at
          CommerceWave's direction).


                                      4


<PAGE>


               c.   With respect to inventions and works of authorship for
          which employees or consultants of both parties are joint inventors
          or authors, each party will equally and jointly own such inventions
          and works of authorship with the right to unilaterally use or
          nonexclusively license such inventions and works of authorship
          without accounting to the other party.

          8.   SPECIAL WORK PROJECTS.

               During the term of this Agreement, Encanto may request
          CommerceWave to undertake special work project(s), relating to the
          Products. Upon such request, CommerceWave and Encanto agree to
          discuss in good faith the scope of such special work project and
          the costs related thereto. CommerceWave shall not be responsible or
          liable for performing any special work project unless and until
          the terms and conditions relating thereto (including, without
          limitation, fees to be paid to CommerceWave, if any, and ownership)
          are mutually agreed upon by both parties in writing.

          9.   FEES.

               Provided that the online storefront creation application
          Product is completed and delivered by CommerceWave on or before
          September 15, 1997, and subject to the final rejection provisions of
          Section 4 above, Encanto agrees to pay CommerceWave a non-recurring
          engineering fee for the development of the Products hereunder in
          the total amount of $205,200, payable as follows:

               a.   $68,400 upon the execution of this Agreement by both
parties;

               b.   $68,400 upon CommerceWave's completion and delivery of
all Products in alpha stage, including, without limitation, all alpha source
code for the Products; and

               c.   $68,400 upon CommerceWave's completion and delivery and
Encanto's final acceptance of all Products (including, without limitation,
all source code for such Products).

               d.   Fees Paid by Date of Amended Agreement.  BOTH PARTIES TO
THIS AMENDED DEVELOPMENT AND LICENSE AGREEMENT ACKNOWLEDGE THAT ALL PAYMENTS
REQUIRED BY SECTION 9 HAVE BEEN FULLY PAID BY ENCANTO.

          10.  TRAINING.

               CommerceWave, without additional charge to Encanto, will
          provide a reasonable number of Encanto's software personnel with a
          class of up to three (3) consecutive days relating to the theory,
          use, operation, support and maintenance of the Products. The parties
          shall mutually agree upon the dates and places for such training
          classes. If the classes are taught at a location other than
          CommerceWave's premises, Encanto shall be responsible for the
          reasonable travel and living expenses for CommerceWave's personnel
          conducting such classes that are pre-approved in writing by Encanto.


                                      5


<PAGE>


          11.  MAINTENANCE AND SUPPORT.

               a.   Encanto shall be responsible for providing first level
          technical maintenance and support for the Products to its customers
          and end users who are using the Products.

               b.   During the term of this Agreement, and without additional
          charge to Encanto, CommerceWave will provide Encanto with second
          level technical maintenance and support services in connection with
          the Products and Enhancements made by or for CommerceWave. Such
          technical maintenance and support shall include, without limitation,
          (i) up to ten (10) hours per month for the first three (3) months,
          and thereafter up to five (5) hours per month, of telephone and/or
          electronic support during CommerceWave's normal business hours (or
          such other times as mutually agreed upon by both parties in
          writing), (ii) on-site visits as necessary and mutually agreed upon
          by both parties in writing and (iii) good-faith commercially
          diligent efforts by CommerceWave to fix all bugs within five (5)
          business days after Encanto's request therefor. CommerceWave shall
          promptly deliver to Encanto any new source code developed pursuant
          to this Section 11.b. (including, without limitation, source code
          for any bug fixes or updates to the Products) in such format as
          reasonably requested by Encanto.

          12.  REMOTE PAYMENT HOSTING.

               a.   During the term of this Agreement, CommerceWave agrees to
          offer and provide to Encanto's customers a remote payment hosting
          service in accordance with the specifications set forth in Exhibit E
          attached hereto ("Remote Payment Hosting Service") at a price
          mutually agreed upon by CommerceWave and Encanto in writing.
          CommerceWave agrees to produce collateral and sign-up kit,
          reasonably acceptable to Encanto, for the Remote Payment Hosting
          Service and for the merchant banks affiliated with the Remote
          Payment Hosting Service. Encanto agrees to reasonably assist
          CommerceWave in marketing the Remote Payment Hosting Service to
          Encanto's customers through Encanto's normal channel of distribution
          for Encanto products.

               b.   Encanto and CommerceWave agree to discuss with each other
          in good faith the providing of joint in-store training and
          demonstrations for the Remote Payment Hosting Service in connection
          with Online Products and other co-marketing and collaborative
          opportunities relating to the Remote Payment Hosting Service and
          Online Products; provided, however, that neither party shall be
          required or obligated to work exclusively with the other party in
          connection with any remote payment hosting services.

          13.  COMMERCEWAVE CONSULTING SERVICES.

               Upon Encanto's request, CommerceWave agrees to provide
          consulting services to Encanto in connection with Product packaging
          and integration of the Remote Payment Hosting Service with any
          products or services provided by Encanto pursuant to this Agreement.
          Such consulting services shall be provided by CommerceWave to
          Encanto at an hourly charge mutually agreed upon by both parties in
          writing.


                                      6


<PAGE>


          14.  CONFIDENTIALITY.

               Each party agrees that all code, inventions, algorithms,
          know-how and ideas and all other business, technical and financial
          information they obtain from the other are the trade secrets and
          confidential property of the disclosing party ("Proprietary
          Information" of the disclosing party). Except as expressly and
          unambiguously allowed herein, the receiving party will hold in
          confidence and not use or disclose any Proprietary Information of the
          disclosing party and shall similarly bind its employees in writing.
          The receiving party shall not be obligated under this Section 14
          with respect to information the receiving party can document:

               a.   is or has become readily publicly available without
          restriction through no fault of the receiving party or its employees
          or agents; or

               b.   is received without restriction from a third party
          lawfully in possession of such information and lawfully empowered to
          disclose such information; or

               c.   was rightfully in the possession of the receiving party
          without restriction prior to its disclosure by the other party; or

               d.   was independently developed by employees or consultants
          of the receiving party without access to such Proprietary
          Information.

                                      7

<PAGE>

          15.  INFRINGEMENT INDEMNIFICATION.

               a.   CommerceWave agrees to indemnify, hold harmless and
          defend Encanto and its officers, directors, employees and agents
          from and against any and all losses, claims, damages, liability,
          demands, actions, judgments, settlements, costs (including
          attorneys' fees) and expenses arising out of or in connection with
          any claim that results from a breach of any of CommerceWave's
          warranties expressly set forth in Section 18 below or any claim that
          any of the Products or any of the Enhancements made by or for
          CommerceWave (other than by Encanto) infringes any patent, copyright,
          trademark, trade secret or other similar proprietary right of a
          third party. Encanto will promptly notify CommerceWave in writing of
          any claims related thereto and will, upon CommerceWave's written
          request, provide CommerceWave with reasonable assistance in
          connection with such defense. CommerceWave will have sole control
          of the defense and/or settlement of any such claim. The foregoing
          obligation of CommerceWave does not apply with respect to any part
          of a Product or such Enhancement that is (i) modified by Encanto, if
          the alleged infringement is based solely on such modification, or
          (ii) combined with any non-CommerceWave product, if the alleged
          infringement is based solely on such combination, or (iii) made
          solely to comply with Encanto's detailed specification, if the
          alleged infringement is based solely on complying with such
          specification. Following written notice of an infringement claim,
          CommerceWave shall, at its cost and expense, either (a) procure for
          Encanto the right to continue to use, manufacture, market, license,
          sell and distribute the Product or such Enhancement, (b) replace or
          modify the Product or such Enhancement to make it non-infringing,
          provided such non-infringing replacement or modified product is
          substantially equivalent to the Product or such Enhancement in
          functionality and quality or (c) if neither (a) nor (b) are
          reasonably practical, accept the return of the Product or such
          Enhancement and promptly pay to Encanto a refund of all fees paid
          to CommerceWave hereunder, as depreciated on a five (5) year
          straight-line basis. Following notice of any claim resulting from a
          breach of any of CommerceWave's warranties expressly set forth in
          Section 18 below, CommerceWave shall, at its cost and expense,
          resolve such claim as soon as reasonably practicable. If, within,
          ninety (90) days after such a claim has been made, CommerceWave has
          not resolved or taken substantive action to attempt to resolve such
          claim, Encanto may terminate this Agreement.

               b.   Encanto agrees to indemnify, hold harmless and defend
          CommerceWave and its officers, directors, employees and agents from
          and against any and all losses, claims, damages, liability, demands,
          actions, judgments, settlements, costs including attorneys' fees)
          and expenses arising out of or in connection with any claim that
          results from any claim that any of the Enhancements made by or for
          Encanto (other than by CommerceWave) infringes any patent,
          copyright, trademark, trade secret or other similar proprietary
          right of a third party. CommerceWave will promptly notify Encanto
          in writing of any claims related thereto and will, upon Encanto's
          written request, provide Encanto with reasonable assistance in
          connection with such defense. Encanto will have sole control of the
          defense and/or settlement of any such claim. The foregoing
          obligation of Encanto does not apply with respect to any part of
          such Enhancement that is (i) modified by or for CommerceWave, if
          the alleged infringement is based solely on such modification or
          (ii) combined with any non-Encanto product, if the alleged
          infringement is based solely on such combination. Following written
          notice of an infringement claim, Encanto shall, at its cost and
          expense, either (a) procure for CommerceWave the right to continue
          to use, manufacture, market, license, sell and distribute such
          Enhancement, or (b) replace or modify such Enchancement to make
          it non-


                                      8


<PAGE>


          infringing, provided such non-infringing replacement or modified
          product is substantially equivalent to such Enhancement in
          functionality and quality.

          16.  LIMITATION OF LIABILITY.

               a.   NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR
          OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY
          SECTION OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT
          LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN
          EXCESS OF THE AGGREGATE OF THE FEES PAID HEREUNDER.

               b.   NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR
          OTHERWISE, NEITHER PARTY SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT
          MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT
          LIABILITY OR OTHER THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL
          DAMAGES.

          17.  EXPORT CONTROL.

               Each party agrees to comply with the U.S. Foreign Corrupt
          Practices Act (regarding among other things, payments to government
          officials) and all export laws, restrictions, national security
          controls and regulations of the United States or other applicable
          foreign agency or authority, and not to export or re-export, or
          allow the export or re-export of any Product or Enhancement or any
          technical data related thereto, or any copy or direct product
          thereof, (i) in violation of any such restrictions, laws or
          regulations or, (ii) without all required licenses and proper
          authorizations, to Cuba, Libya, North Korea, Iran, Iraq, or Rwanda
          or to any Group D:1 or E:2 country (or any national of such
          country) specified in the then current Supplement No. 1 to part 740
          of the U.S. Export Administration Regulations (or any successor
          supplement or regulations).

          18.  REPRESENTATIONS, WARRANTIES AND WARRANTY DISCLAIMER.

               a.   CommerceWave hereby represents and warrants that:

                    (i)   CommerceWave possesses full power and authority to
               enter into this Agreement, to fulfill its obligations hereunder,
               and to convey to Encanto all the rights and licenses in and to
               the Products, Merchant Wave and the Enchancements granted to
               Encanto hereunder;

                    (ii)  the performance of the terms of this Agreement and
               of CommerceWave's obligations hereunder shall not breach any
               separate agreement by which CommerceWave is bound; and


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<PAGE>


                    (iii)  during the term of this Agreement, CommerceWave
               shall not commit any act or make or enter into any agreement
               with a third party that is in violation or breach of, or
               inconsistent or in conflict with, any of the provisions of
               this Agreement.

               b.   CommerceWave further warrants (i) that the work under
          this Agreement will be performed in a professional and workman-like
          manner, (ii) that it has and will obtain agreements with its
          employees, contractors and/or any other third parties, including
          without limitation an agreement covering any property of iXL,
          sufficient to allow it to provide Encanto with the licenses and
          other rights provided for herein and (iii) that the Products
          shall conform to all applicable specifications therefor. EXCEPT FOR
          THE WARRANTIES IN THIS SECTION 18, COMMERCEWAVE MAKES NO WARRANTIES
          TO ANY PERSON OR ENTITY WITH RESPECT TO THE PRODUCT AND DISCLAIMS
          ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF
          MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
          NON-INFRINGEMENT.

          19.  TERM AND TERMINATION.

               a.   This Agreement will commence on the Effective Date and
          shall remain in effect until terminated in accordance with the
          express terms of this Agreement.

               b.   If Encanto materially breaches Section 5, 9 or 14 of this
          Agreement, CommerceWave may terminate this Agreement upon thirty
          (30) days' prior written notice to Encanto unless the breach is
          cured within such notice period. Upon such termination, all rights
          and licenses granted to CommerceWave under this Agreement shall
          survive termination, and all rights and licenses granted to Encanto
          under this Agreement shall terminate. However, such termination will
          not affect the rights of end users of the Products or Enhancements
          and will not prevent Encanto from (i) supporting and maintaining end
          users of the Products or Enhancements, and (ii) filling orders for
          Products or Enhancements or depleting inventory of Products or
          Enhancements for eighteen (18) months after termination.

               c.   If CommerceWave materially breaches this Agreement,
          Encanto may terminate this Agreement upon thirty (30) day's prior
          written notice to CommerceWave unless the breach is cured within
          such notice period. Upon such termination, all rights and licenses
          granted to Encanto under this Agreement shall terminate. However,
          such termination will not affect the rights of end users of Products
          containing Enhancements licensed from Encanto hereunder, and will
          not prevent CommerceWave from (i) supporting and maintaining end
          users of Products containing Enhancements licensed from Encanto
          hereunder, and (ii) filling orders for or depleting inventory of
          Products containing Enhancements licensed from Encanto hereunder
          for eighteen (18) months after termination.

               d.   Encanto may terminate this Agreement at any time upon
          thirty (30) days' prior written notice. At any time upon three
          months' prior written notice to CommerceWave, Encanto may terminate
          Encanto's obligations under Section 6.a. of this Agreement with
          respect to Encanto's obligations to provide Enhancements to
          CommerceWave after the date of such termination. At any time upon
          three months' prior written notice to Encanto,


                                      10


<PAGE>


          CommerceWave may (i) terminate CommerceWave's obligations under
          Section 6.b. of this Agreement with respect to CommerceWave's
          obligations to provide Enchancements to Encanto after the date of
          such termination, and (ii) terminate CommerceWave's obligations under
          Section 11.b. of this Agreement with respect to CommerceWave's
          obligations to provide maintenance and support service to Encanto
          after the date of such termination. In any event, all rights and
          licenses respectively granted to Encanto and to CommerceWave under
          this Agreement shall survive such termination under this subsection.

               e.   The following provisions shall survive any termination of
          this Agreement: Sections 7, 14, 15, 16, 18, 19.b., 19.c., 19.d.,
          and 25.

          20.  MARKETING.

               Each party agrees that, upon the other party's request, it
          will reasonably cooperate with and work with the requesting party
          in good faith to assist in the marketing activities of the Product.

          21.  PUBLICITY AND PRESS RELEASES.

               The parties agree to issue a joint press release regarding the
          transactions contemplated by this Agreement at a time mutually
          agreed upon by the parties. After such joint press release is
          issued, the parties will reasonably cooperate with each other in
          connection with other press releases regarding the transactions
          contemplated by this Agreement.

          22.  RELATIONSHIP OF THE PARTIES.

               Notwithstanding any provision hereof, for all purposes of this
          Agreement each party shall be and act as an independent contractor
          and not as partner, joint venturer, or agent of the other and shall
          not bind nor attempt to bind the other to any contract.

          23.  ASSIGNMENT.

               Neither party shall have any right or ability to assign or
          transfer any obligations or benefit under this Agreement without the
          prior written consent of the other party, which consent shall not be
          unreasonably withheld, except that either party may assign its
          rights and obligations under this Agreement without the permission
          of the other party to any majority owned subsidiary, or in the event
          of a merge, consolidation, or sale of all or substantially all of
          the assigning party's stock, assets or business to which this
          Agreement relates. Nothing in this section shall prevent Encanto's
          rights to sublicense and/or subdistribute any of the Products
          and/or any Authorized Derivative Works under this Agreement as set
          forth in Section 5 herein.

          24.  NOTICE.

               All notices, consents or approvals required by this Agreement
          shall be in writing sent by certified or registered air mail,
          postage prepaid, or by commercial overnight courier


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<PAGE>


          service with tracking capabilities, costs prepaid, to the parties
          at the following addresses or such other addresses as may be
          designated in writing by the respective parties:

               To CommerceWave:     CommerceWave, Inc.
                                    2121 Palomar Airport Road
                                    Suite 201
                                    Carlsbad, California 92009
                                    Attention: Garland Wong

               To Encanto:          Encanto Networks, Inc.
                                    2953 Bunker Hill Lane, Suite 400
                                    Santa Clara, California 95054
                                    Attention: Jim McHugh

          25.  MISCELLANEOUS.

               a.   Waiver. The waiver by either party of a breach of any
          provisions contained herein shall be effective only if set forth
          in a writing signed by both parties and shall in no way be
          construed as a waiver of any succeeding breach of such provision or
          the waiver of the provision itself.

               b.   Amendments and Modifications. This Agreement may not be
          changed, modified, amended or supplemented except by a written
          instrument signed by both parties. Furthermore, it is the intention
          of the parties that this Agreement be controlling over additional or
          different terms of any order, confirmation, invoice or similar
          document, even if accepted in writing by both parties, and that
          amendments and modifications shall be effective only if made by
          non-pre-printed agreements clearly understood by both parties to be
          an amendment or modification. No amendments or modifications to this
          Agreement shall be effective unless evidenced in writing and signed
          for and on behalf of both parties.

               c.   Severability. In the event that any provision of this
          Agreement shall be determined to be illegal or unenforceable, that
          provision will be limited or eliminated to the minimum extent
          necessary so that this Agreement shall otherwise remain in full
          force and effect and enforceable.

               d.   Governing Law and Legal Actions. This Agreement shall be
          governed by and construed in accordance with the laws of the State
          of California without regard to the conflicts of laws provisions
          thereof. The sole jurisdiction and venue for actions related to the
          subject matter hereof shall be the California state and U.S. federal
          courts having within their jurisdiction the location of Encanto's
          principal place of business. Both parties consent to the
          jurisdiction of such courts and agree that process may be served in
          the manner provided herein for giving of notices or otherwise as
          allowed by California or U.S. federal law. In any action or
          proceeding to enforce rights under this Agreement, the prevailing
          party will be entitled to recover reasonable costs and reasonable
          attorneys' fees.


                                      12


<PAGE>


               e.   Headings. Headings used in this Agreement are for
          convenience only and in no way are to be construed to define, limit
          or affect the construction or interpretation of this Agreement.

               f.   Remedies. The rights and remedies of a party set forth
          herein with respect to failure of the other to comply with the terms
          of this Agreement (including, without limitation, rights of full
          termination of this Agreement) are not exclusive, the exercise
          thereof shall not constitute an election of remedies and the
          aggrieved party shall in all events be entitled to seek whatever
          additional remedies may be available in law or in equity.

               g.   Basis of Bargain. Each party recognizes and agrees that
          the warranty disclaimers and liability and remedy limitations in
          this Agreement are material bargained for bases of this Agreement
          and that they have been taken into account and reflected in
          determining the consideration to be given by each party under this
          Agreement and in the decision by each party to enter into this
          Agreement.

               h.   Entire Agreement. This Agreement (including all Exhibits
          hereto) contains the entire agreement of the parties regarding the
          subject matter hereof and supersedes all prior agreements,
          understandings and negotiations regarding the same.


                              SIGNATURE PAGE FOLLOWS


                                       ENCANTO NETWORKS, INC.


                                       By:   /s/ Jon T. Berryhill
                                          -----------------------------------

                                       Printed Name:   Jon T. Berryhill
                                                    -------------------------

                                       Title:   Vice President Sales
                                             --------------------------------


                                       COMMERCEWAVE, INC.

                                       By:  SITEMAN, INC., its successor in
                                            interest


                                       By:   /s/ Gari Cheever
                                          -----------------------------------

                                       Printed Name:   Gari Cheever
                                                    -------------------------

                                       Title:   President
                                             --------------------------------


                                      13


<PAGE>

















                                   EXHIBIT A


                                 MERCHANT WAVE






                                      14


<PAGE>




                                  EXHIBIT B

                                  PRODUCTS



"Products" shall mean the following:


          1.   Online storefront creation application

          2.   Website builder









                                      15


<PAGE>


                                    EXHIBIT C

                           SPECIFICATIONS FOR PRODUCTS



Both Products must (a) operate on and in connection with Encanto's products,
(b) have Merchant Wave as the underlying technology and (c) be able to be
packaged and distributed separately.



ONLINE STOREFRONT CREATION APPLICATION:












WEB SITE BUILDER:








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