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                                                                   EXHIBIT 10.8

                     PARTICIPATE.COM, INC. AND ERIKA KEREKES

                           AGREEMENT AND UNDERSTANDING



         This Agreement and Understanding (this "AU") is made and entered
into as of September 17, 1999, by and between Participate.com, Inc., a
Delaware corporation (the "Company"), and Erika Kerekes, an individual
("Kerekes"). For purposes of this AU, unless otherwise specified, the term
"Company" shall include Participate.com, L.L.C. and Extranet Solutions,
L.L.C., as predecessors in interest to Participate.com, Inc.

                                    RECITALS

         WHEREAS, the Company and Kerekes are parties to an employment
agreement and other related agreements made as of March 3, 1998, including
that certain letter agreement dated February 1, 1999 (the "Prior Agreements");

         WHEREAS, pursuant to the Prior Agreements, Kerekes acquired an
equity interest in the Company, subject to the terms and conditions of the
Prior Agreements (the "Equity Interest");

         WHEREAS, the Company is currently in the process of changing the
legal form of its business from that of a Delaware limited liability company
to a Delaware corporation (the "Conversion") and issuing shares of its Series
B Preferred Stock to certain investors after the consummation of the
Conversion (the "Series B Financing"); and

         WHEREAS, the Company and Kerekes wish to clarify and confirm their
agreement and understanding with respect to certain matters relating to the
Equity Interest and employment with the Company.

         NOW, THEREFORE, the parties agree and acknowledge the following:

         1.    Concurrent with the execution of this AU, the Company and
Kerekes shall execute the Kerekes Stock Vesting Agreement (the "Stock Vesting
Agreement"), which is attached hereto as Exhibit A and incorporated by
reference herein. The Stock Vesting Agreement sets forth Kerekes's Equity
Interest immediately following the Conversion. In addition, the Vesting Stock
Agreement describes the vesting conditions relating to such equity interest.
The parties agree and acknowledge that the Vesting Stock Agreement accurately
reflects such equity interest and vesting therein. Kerekes further agrees and
acknowledges that neither the Vesting Stock Agreement nor any other agreement
to which Kerekes is a party provides any anti-dilution rights in connection
with Kerekes's equity interest in the Company.

         2.    PRIOR AGREEMENTS. The parties agree that promptly following
the Series B Financing, they shall amend and restate the Prior Agreements as
necessary and appropriate to reflect the foregoing and the change in the
legal form of the Company's business from that of a Delaware limited
liability company to a Delaware corporation.

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         IN WITNESS WHEREOF, the parties have entered into this Agreement as
of the day and year first above set forth.

                                       PARTICIPATE.COM, INC.



                                       By:
                                          --------------------------------------
                                             Alan K. Warms
                                             Chief Executive Officer



                                       NAME



                                       -----------------------------------------
                                       Erika Kerekes


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