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                                                                   EXHIBIT 10.38

                      ASSIGNMENT AND MARKETING AGREEMENT

          This Assignment and Marketing Agreement (the "Agreement") is entered
into as of the 13th day of April, 1999 by and between IntraLinks, Inc., a
Delaware corporation with its principal place of business at 1372 Broadway, New
York, NY 10018 ("IntraLinks") and Ernst & Young LLP, a Delaware limited
liability partnership with its principal place of business at 787 Seventh
Avenue, New York, NY 10019 ("E&Y").

          WHEREAS, IntraLinks offers a service whereby multiple parties to
corporate transactions can share a secure Internet environment which can be used
for document management and secure communications (the "Service");

          WHEREAS, the parties have entered into a Stock and Warrant Purchase
Agreement, dated the date hereof (the "Stock Purchase Agreement"), and related
agreements, whereby E&Y will become a stockholder of IntraLinks, and, in
connection with such transaction, E&Y has agreed to transfer the "DealSpace"
service mark, domain name and related intellectual property rights to
IntraLinks; and

          WHEREAS, E&Y wishes to market the Service to clients of E&Y and other
third parties, and IntraLinks wishes to grant E&Y the right to market the
Service.

          NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:

1.   ASSIGNMENT
     ----------

          (a)  E&Y hereby grants, conveys, assigns, transfers and delivers to
IntraLinks, effective on the Closing under the Stock Purchase Agreement, all
right, title and interest of E&Y, including common law rights and all goodwill
associated therewith, in and to the following to the extent they exist or in
their current versions as of the date first written above (collectively, the
"DealSpace Assets"):

               (i)   the DealSpace trade name and service mark, including
without limitation all rights under application Serial No. 75/494,109 for
registration of such trade name and service mark filed in the U.S. Patent and
Trademark Office on June 1, 1998 (the "Service Mark");

               (ii)  the domain names registered with Network Solutions, Inc.
("NSI") listed on Exhibit A to this Agreement (the "Domain Names");
                  ---------

               (iii) the "DealSpace" graphical user interface for the Service as
designed jointly by E&Y and IntraLinks, as well as the underlying source and
object code that has been created to create such graphical user interface; and

               (iv)  the documentation and related material as set forth in
Exhibit B.
---------

          (b)  In furtherance of the foregoing transfer of DealSpace Assets, at
any time, and from time to time hereafter, E&Y shall, upon IntraLinks' written
request, take any and all
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steps reasonably necessary, at IntraLinks' expense, to execute, acknowledge and
deliver to IntraLinks any and all further instruments and assurances necessary
in order to vest the rights set forth in Section 1(a) in IntraLinks, including
but not limited to such documents as are necessary to effect the formal transfer
of the Service Mark and the Domain Names to IntraLinks.

          (c)  E&Y makes no warranties, either express or implied, with respect
to the DealSpace Assets, including without limitation the warranty of
merchantability, fitness for a particular purpose and non-infringement.

2.   MARKETING RIGHTS
     ----------------

          IntraLinks hereby authorizes E&Y to promote, market and advertise the
Service for and on behalf of IntraLinks to clients and prospective clients of
E&Y and to other third parties.  In connection with such marketing activities,
IntraLinks and E&Y agree that:

          (a)  E&Y will have the right to introduce IntraLinks to potential
users of the Service but will not have the right to bind IntraLinks to provide
the Service to any third party;

          (b)  IntraLinks will promptly provide E&Y with sufficient quantities
of appropriate marketing materials, as reasonably requested by E&Y and at
IntraLinks' expense, to use in its marketing activities and will cooperate with
and support E&Y in following up with leads introduced to IntraLinks by E&Y.

          (c)  IntraLinks grants to E&Y and E&Y hereby accepts the right to use
IntraLinks' tradenames and trademarks, including without limitation "DealSpace,"
in connection with E&Y's promotion and marketing of the Service.

          (d)  E&Y and IntraLinks will mutually agree upon (i) one or more
references to E&Y to be included with the DealSpace name in connection with the
Service and the marketing thereof, and (ii) the situations in which E&Y's name
will be so included.  Intralinks will not use E&Y's name in connection with
marketing the Service or otherwise, without the prior written approval of E&Y.

          (e)  So long as E&Y continues to market the Service, IntraLinks shall
include in all of its client user agreements and end user agreements a
provision, reasonably satisfactory to E&Y, disclaiming any liability on the part
of E&Y in connection with its marketing and assistance in the marketing of the
Service.

3.   INDEMNIFICATION
     ---------------

          (a)  IntraLinks shall indemnify, defend and hold harmless E&Y and its
affiliates and their respective partners, officers, directors, employees,
agents, successors and assigns from and against any and all losses, damages,
costs, expenses (including reasonable attorneys' fees) and liabilities
(collectively, "Losses") and threatened Losses to the extent they arise from or
in connection with:

               (i) any claim of infringement of any patent, copyright, trade
mark, service mark or misappropriation of a trade secret with respect to any
software, program, service

                                       2
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and/or other materials utilized in the past, present or future in connection
with the Service, including without limitation the Service Mark; and

               (ii) performance or non-performance relating to the Service or
alleged breach by IntraLinks or any IntraLinks employee of any obligation to a
client or end user of the Service.

          (b)  E&Y shall give IntraLinks written notice of any claim under
Section 3(a) within a reasonable time upon notice of the same.  In addition, E&Y
shall cooperate with IntraLinks in the defense and/or settlement thereof.
IntraLinks shall have an opportunity to assume control of such defense.  No
settlement may be made without the prior written consent of E&Y.

4.   NOTICES. All notices, requests, demands and other communications required
     -------
or permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given only if personally delivered, delivered by a
major commercial rapid delivery courier service or mailed by certified or
registered mail, return receipt requested, postage prepaid, to a party at the
address set forth below or such other address as a party last provided to the
other by written notice.

If to E&Y:


          Ernst & Young LLP
          787 Seventh Avenue, 7th Floor
          New York, NY 10019
          Attention: Carolyn Buck Luce,
                     National Director of AABS Electronic Commerce

If to IntraLinks:


          IntraLinks, Inc.
          1372 Broadway, 12A
          New York, NY 10018
          Attention: Mark S. Adams, President

5.   GENERAL.
     -------

          (a)  Amendment, Modification and Waiver.  The failure of either party
               ----------------------------------
to enforce its rights or to require performance by the other party of any term
or condition of this Agreement shall not be construed as a waiver of such rights
or of its right to require future performance of that term or condition.  Any
amendment or modification of this Agreement or any waiver of any breach of any
term or condition of this Agreement must be in a writing signed by both parties
in order to be effective and shall not be construed as a waiver of any
continuing or succeeding breach of such term or condition, a waiver of the term
or condition itself or a waiver of any right under this Agreement.

          (b)  Governing Law.  This Agreement shall be governed and interpreted
               -------------
under the laws of the State of New York without regard to the conflicts of
interest provisions thereof.

                                       3
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          (c) Headings.  Headings and captions are for convenience of reference
              --------
only and shall not be deemed to interpret, supersede or modify any provisions of
this Agreement.

          (d) Severability.  In the event that any provision of this Agreement
              ------------
shall be determined by a court of competent jurisdiction 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.

          (e) Mediation/Arbitration:  Any controversy or claim arising out of or
              ---------------------
relating to this Agreement shall be submitted first to voluntary mediation, and
if mediation is not successful, then to binding arbitration, in accordance with
the dispute resolution procedures set forth in Exhibit C to this Agreement.
                                               ---------
Judgment on any arbitration award may be entered in any court having proper
jurisdiction.

          (f) Entire Agreement.  Upon execution by both parties, this Agreement
              ----------------
shall constitute the entire agreement between the parties with respect to the
subject matter hereof and supersedes all discussions, negotiations, agreements
and past dealings, either oral or written, between or among the parties relating
to the subject matter hereof.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their authorized representatives as of the date first above
written.

ERNST & YOUNG LLP                          INTRALINKS, INC.

By: ____________________________           By: ________________________________

Printed Name: __________________           Printed Name: ______________________

Title: _________________________           Title: _____________________________

                                       4
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STATE OF _____________________)
                              ) ss.:
COUNTY OF ____________________)

          On _______________________, 1999, before me, ________________________,
Notary Public, personally appeared ___________ of Ernst & Young LLP, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me
that by his signature on the instrument, executed the instrument on his own
behalf.

WITNESS my hand and official seal.

                                            ____________________________________
                                                      Notary Public

                                            My Commission Expires:

                                            ____________________________________

                                       5
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                                   EXHIBIT A

                                 Domain Names

All domain names listed below that name registered by E&Y with Network
Solutions, Inc.

DealSpace.com
DealSpace.net
DealSpace.org

CounselSpace.com
CounselSpace.net
CounselSpace.org

ActionSpace.com
ActionSpace.net
ActionSpace.org
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                                   EXHIBIT B

                          Documentation and Materials

Training Material

Marketing collateral

Help files
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                                   EXHIBIT C

                         Dispute Resolution Procedures

The following procedures shall be used to resolve any controversy or claim
("dispute") as provided in this Agreement.  If any of these provisions are
determined to be invalid or unenforceable, the remaining provisions shall remain
in effect and binding on the parties to the fullest extent permitted by law.

MEDIATION

A dispute shall be submitted to mediation by written notice to the other party
or parties.  In the mediation process, the parties will try to resolve their
differences voluntarily with the aid of an impartial mediator, who will attempt
to facilitate negotiations.  The mediator will be selected by agreement of the
parties.  If the parties cannot agree on a mediator, a mediator will be
designated by the American Arbitration Association ("AAA") or JAMS/Endispute at
the request of a party.  Any mediator so designated must be acceptable to all
parties.

The mediation will be conducted as specified by the mediator and agreed upon by
the parties.  The parties agree to discuss their differences in good faith and
to attempt, with the assistance of the mediator, to reach an amicable resolution
of the dispute.

The mediation will be treated as a settlement discussion and therefore will be
confidential.  The mediator may not testify for either party in any later
proceeding relating to the dispute.  No recording or transcript shall be made of
the mediation proceedings.

Each party will bear its own costs in the mediation.  The fees and expenses of
the mediator will be shared equally by the parties.

ARBITRATION

If a dispute has not been resolved within 90 days after the written notice
beginning the mediation process (or a longer period, if the parties agree to
extend the mediation), the mediation shall terminate and the dispute will be
settled by arbitration.  The arbitration will be conducted in accordance with
the procedures in this document and the Arbitration Rules for Professional
Accounting and Related Services Disputes of the AAA ("AAA Rules").  In the event
of a conflict, the provisions of this document will control.

The arbitration will be conducted before a panel of three arbitrators,
regardless of the size of the dispute, to be selected as provided in the AAA
Rules.  Any issue concerning the extent to which any dispute is subject to
arbitration, or concerning the applicability, interpretation, or enforceability
of these procedures, including any contention that all or part of these
procedures are invalid or unenforceable, shall be governed by the Federal
Arbitration Act and resolved by the arbitrators.  No potential arbitrator may
serve on the panel unless he or she has agreed in writing to abide and be bound
by these procedures.
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The arbitrators may not award non-monetary or equitable relief of any sort.
They shall have no power to award (i) damages inconsistent with the Agreement or
(ii) punitive damages or any other damages not measured by the prevailing
party's actual damages, and the parties expressly waive their right to obtain
such damages in arbitration or in any other forum.  In no event, even if any
other portion of these provisions is held to be invalid or unenforceable, shall
the arbitrators have power to make an award or impose a remedy that could not be
made or imposed by a court deciding the matter in the same jurisdiction.

No discovery will be permitted in connection with the arbitration unless it is
expressly authorized by the arbitration panel upon a showing of substantial need
by the party seeking discovery.

All aspects of the arbitration shall be treated as confidential.  Neither the
parties nor the arbitrators may disclose the existence, content or results of
the arbitration, except as necessary to comply with legal or regulatory
requirements.  Before making any such disclosure, a party shall give written
notice to all other parties and shall afford such parties a reasonable
opportunity to protect their interests.

The result of the arbitration will be binding on the parties, and judgment on
the arbitrators' award may be entered in any court having jurisdiction.