<PAGE>   1
                                                                    Exhibit 10.1

          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.


                            EMAIL SERVICES AGREEMENT

This Email Services Agreement (the "Agreement") is made and entered into
effective as of July 19, 1999 (the "Effective Date") by and between Media
Synergy Inc. ("MSI"), located at 260 King Street East, Building C, Toronto,
Ontario, M5A IK3, and CNET, Inc. ("CNET"), located at 150 Chestnut Street, San
Francisco, CA 94111. CNET operates a number of email newsletters that deliver
technology-related information to online users, and MS1 provides mass email
delivery services. Accordingly, the parties, intending to be legally bound,
hereby agree as follows:

1.       DEFINITIONS.

         "CNET Marks" means any trademarks, trade names, service marks and logos
         (a) used in any Dispatch, or (b) delivered by CNET to MSI in accordance
         with this Agreement.

         "Dispatch" means an electronic newsletter, alert, or other periodic
         electronic mail message described on Exhibit A, which may be modified
         by CNET from time to time.

         "FLO Network" means the software, hardware, and Internet connectivity
         configured to provide mass e-mail delivery services.

         "MSI Marks" means any trademarks, trade names, service marks and logos
         delivered by MSI to CNET in accordance with this Agreement.

         "Services" means the email sending and support services described on
         Exhibit D.

         "Term" means the term of this Agreement as described in Section 5. 1.

         "User" means any Dispatch subscriber.

         "User Data" means any data or information related to a User, including
         but not limited to a name, email address, physical address and any
         other related information.

2. CNET DISPATCHES.

         2.1.     Sending and Support Services. MSI will provide all email
                  sending and support Services related to the CNET Dispatches
                  described on Exhibit D. MSI guarantees that it will install
                  and make available to CNET the most current versions of all
                  applications used by MSI, including all bug-fixes, service
                  releases, and upgrades.

<PAGE>   2
          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.


         2.2.     Links within Dispatch. MSI will take all steps necessary to
                  ensure that URL links contained within a Dispatch delivered by
                  MSI appear to originate from the relevant CNET domains. CNET
                  will provide MSI with access to appropriate subdomains (e.g.,
                  dispatch.shareware.com) for the sole purpose of assisting MSI
                  with the foregoing.

         2.3.     Send Volume. MSI will send Dispatches at a minimum, guaranteed
                  aggregate rate of [**] per hour for standard text Dispatches
                  through [**] dedicated server farm cluster networks.

         2.4.     Off-Schedule Delivery. If CNET is late providing MSI with
                  approved copy for any Dispatch, MSI guarantees that so long as
                  the copy is received within three (3) hours after the
                  originally scheduled send time, MSI will commence delivering
                  such Dispatch as soon as the approved copy is received from
                  CNET.

         2.5.     Tracking and Reporting for all Email Dispatches. MSI will
                  provide CNET with access, at no cost to CNET, to the latest
                  and newest innovations developed for tracking and reporting as
                  such innovations are developed and become commercially
                  available. At a minimum, each month throughout the Term MSI
                  will provide CNET with the reporting and tracking metrics set
                  forth on Exhibit B.

         2.6.     No Spam. CNET acknowledges that MSI sends only
                  permission-based email marketing messages. CNET will use
                  commercially reasonable efforts to include "unsubscribe"
                  information and instructions in each Dispatch. MSI reserves
                  the right, at its sole discretion, to refuse to send any email
                  if MSI reasonably and conclusively determines that the email
                  database is not an "opt-in" database. If MSI, CNET or their
                  respective Internet access providers receive hostile email
                  "flames" from recipients of the CNET Dispatches, CNET will use
                  commercially reasonable efforts to contact such recipients and
                  inform them why their email addresses were included in the
                  database.

         2.7.     Email Response Study. MSI will conduct and provide CNET with
                  the results of a four week Dispatch study describing the
                  optimal time and day to deliver CNET Dispatches in order
                  maximize User click-through and response rates for both CNET
                  advertisers and CNET. Such report shall include (a) a written
                  summary of the findings and conclusions of such report, (b) an
                  electronic copy of all relevant survey data and information in
                  a form reasonably requested by CNET.

                                      -2-
<PAGE>   3
          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.

3.       PRODUCT DEVELOPMENT.

         3.1.     Development. MSI acknowledges that CNET [**] into the [**] and
                  [**] of the FLO Network. Therefore, representatives from MSI
                  and CNET will meet together in good faith [**] to discuss CNET
                  [**] and [**] schedules. Further, MSI shall provide [**] to be
                  applied towards [**] CNET. MSI will work with the CNET
                  representative to [**] into the [**] schedule. CNET shall
                  follow the process described on Exhibit C for all development
                  requests and changes. MSI will work towards a [**] development
                  cycle and will aim to provide product improvements and
                  enhancements every [**]; provided, however, that CNET
                  acknowledges that in some cases product releases may take
                  longer due to complex feature set requests or unforeseen
                  development issues.

         3.2.     Beta Testing. MSI will include CNET in its beta testing
                  program, and will allow CNET to test relevant features prior
                  to their public release.

         3.3.     Representatives. CNET will appoint one representative to
                  gather all CNET feature set requests and approve all requests
                  in accordance with Exhibit C, and work closely with MSI to
                  communicate such requests, and MSI will appoint one
                  representative to receive such requests from CNET. The parties
                  agree that the representatives shall initially be as follows:

                  CNET:    Alexander Hughes, CNET Group Circulation Manager
                  MSI:             Alex Sirota, MSI Product Manager

4.       PRICING AND PAYMENT.

         4.1.     Advance. With fifteen (15) days after the Effective Date, CNET
                  shall pay MSI a [**] advance to be credited against future
                  monthly Deployment Fees due hereunder.

         4.2.     Deployment Fees. All Deployment Fees shall be due within
                  thirty (30) days after the receipt of a monthly invoice by
                  CNET. All Deployment Fees shall be calculated in accordance
                  with the pricing set forth on Exhibit D.

         4.3.     Payment upon Termination. Upon termination of this Agreement
                  for any reason, all amounts due and payable to MSI at the time
                  of termination shall be due and payable by CNET within
                  forty-five (45) days of the termination date. CNET's payment
                  obligations hereunder shall survive the termination of this
                  Agreement.


                                      -3-
<PAGE>   4
5.       TERM AND TERMINATION.

         5.1.     Term. The initial Term of the Agreement shall be two (2) years
                  from the Effective Date of the Agreement. Following the
                  initial term, the Agreement may be renewed for subsequent
                  terms of one (1) year each. Renewal shall be automatic unless
                  either party notifies the other of its desire to not renew at
                  least ninety (90) days prior to the end of the then current
                  Term.

         5.2.     Termination for Cause. Either party may terminate this
                  Agreement upon a notice of termination for any material breach
                  of this Agreement, provided such notice (i) describes the
                  grounds for termination in sufficient detail and (ii) gives
                  the breaching party thirty (30) days to cure the breach.
                  Notwithstanding that a party gives notice of termination, such
                  termination shall not be effective if the breach is cured
                  prior to expiration of the notice period and the terminating
                  party is given timely notice of the cure. Notwithstanding the
                  above, either party shall have an absolute right, exercisable
                  in its sole discretion, to terminate the Agreement immediately
                  and without further obligations of any kind whatsoever
                  hereunder (including an opportunity to cure), by giving the
                  other party written notice of such termination if such other
                  party ceases business, becomes insolvent or commits any act of
                  bankruptcy.

         5.3.     Termination by CNET for Convenience. CNET shall have the right
                  to terminate this Agreement for any reason (or for no reason)
                  upon ninety (90) days' notice to MSI, which may be delivered
                  at any time; except in the event of a change of control in
                  which case the notice period shall be thirty (30) days' notice
                  to MSI.

         5.4.     Consequences of Termination or Expiration.

                  5.4.1.   User List Data. Upon termination or expiration of
                           this Agreement, MSI will transfer all User Data for
                           Users appearing on CNET lists (the "CNET List User
                           Data") in a format and on a timetable reasonably
                           acceptable to CNET, and all rights in the CNET List
                           User Data and such base of subscribed Users to CNET
                           or to CNET's designee. Following such transfer, CNET
                           will have the unrestricted right to use all User
                           Data, and MSI will have no right to use any CNET List
                           User Data without CNET's express written consent. MSI
                           will cooperate in good faith with CNET or its
                           designee to ensure an orderly and expeditious
                           transfer of the CNET List User Data from MSI to CNET
                           or its designee. CNET acknowledges that MSI will not
                           be required to develop any new software code to
                           assist in the transfer process. Both parties
                           anticipate that the transfer will be completed, and
                           that CNET will be in a position to launch a successor
                           e-mail service, within three months after termination
                           (the "Completed Transition"). Until the Completed
                           Transition, the terms of this Agreement, as then in
                           effect, will apply to the continued operation of the
                           Services. If CNET terminates this Agreement for
                           convenience pursuant to Section 5.3 or MSI terminates
                           this Agreement for cause pursuant to Section 5.2,
                           then CNET will pay

                                      -4-
<PAGE>   5
                           MSI the liquidated damages described in Section 5.4.3
                           related to transferring such CNET List User Data.

                  5.4.2.   Return of Information. Each party will return to the
                           other party any documentation and confidential
                           information received from such other party.

                  5.4.3.   Payment by CNET. If this Agreement is terminated
                           pursuant to Section 5.2 as a result of a breach by
                           CNET or pursuant to Section 5.3, then within ten (10)
                           days after the Completed Transition, CNET will pay
                           MSI an amount in cash equal to 150% of the
                           engineering and labor costs associated with transfer
                           of the CNET List User Data. MSI and CNET acknowledge
                           that this amount is $200.00 per person hour of labor.
                           Further, MSI and CNET acknowledge that this amount is
                           reasonable in liquidated damages and not as a
                           penalty.

                  5.4.4.   Transfer of Hardware. If this Agreement is terminated
                           pursuant to Section 5.2 as a result of a breach by
                           MSI, then at CNET's request, MSI will sell all
                           hardware used to provide the Services at a cost equal
                           to the initial cost of the hardware less a 20%
                           depreciation per year, calculated as of the date of
                           termination.

         5.5.     Survival. The provisions of Sections 6, 7, 8 and 10 and any
                  obligations arising prior to termination will survive any
                  termination of this Agreement.

6.       SOFTWARE ESCROW.

         At CNET's request, MSI will deliver into escrow a current copy of all
         software source code and documentation used in connection with the
         operation and maintenance of the Services used by CNET, excluding any
         software readily available from third parties or developed and owned by
         CNET (the "MSI Software"). CNET will choose the escrow agent, which
         must be reasonably acceptable to MSI, and the retention and release of
         the MSI Software from escrow to CNET upon termination of the Agreement
         by CNET pursuant to Section 5.2 or if MSI materially breaches its
         obligation to cooperate with the transfer of CNET List Users Data
         pursuant to Section 5.4.1. Upon release, CNET will have a royalty-free
         license solely to use the MSI Software in operating email services like
         those provided in the course of this Agreement, and such license will
         continue (a) for 12 months, if the termination occurs pursuant to
         Section 5.2 based on breach, or (b) indefinitely, if the termination
         occurs pursuant to Section 5.2 based on insolvency, bankruptcy or
         discontinuing business. MSI will put into escrow the most current
         working version of the MSI Software used by CNET. CNET will pay the
         cost of escrowing the MSI Software as described herein. Nothing in this
         Section 6 shall give CNET the right to resell or sublicense the MSI
         Software. Further, nothing herein shall affect any provisions contained
         in Section 7, below.

7.       INTELLECTUAL PROPERTY.



                                      -5-
<PAGE>   6
         7.1.     FLO Network Ownership. CNET acknowledges that the FLO Network
                  technology and software are the property of MSI or its
                  licensers and that MSI owns all proprietary rights, including
                  patent, copyright, trade secret and trademark rights in and to
                  the FLO Network. CNET has no rights in the foregoing except
                  those expressly granted by this Agreement, and this Agreement
                  does not transfer ownership of any of these rights. Nothing
                  herein shall be construed as restricting MSI's right to sell,
                  license, modify, publish or otherwise distribute and use the
                  FLO Network, in whole or in part, to any other person.

         7.2.     FLO Network Enhancement. CNET acknowledges and agrees that all
                  product enhancements and modifications made to the FLO Network
                  as a result of the joint collaboration between CNET and MSI
                  shall belong to MSI. CNET hereby assigns to MSI all
                  proprietary rights for any product enhancements and
                  modifications created for the FLO Network as a result of its
                  input.

         7.3.     Ownership of Dispatch Domain Names. Notwithstanding the domain
                  access granted to MSI in Section 2.2, above, MSI acknowledges
                  that CNET owns all rights and title in and to the Dispatch
                  domains and sub-domains, and that CNET is in no way, either
                  express or implied, granting any rights, title or other
                  ownership whatsoever to CNET's domains. MSI acknowledges and
                  agreed that all CNET trademarks and service marks remain the
                  sole property of CNET.

         7.4.     User Data. MSI acknowledges that CNET is the sole owner of all
                  User Data (including email addresses and related information)
                  associated with the Dispatches, and MSI shall not use such
                  User Data for any purpose without the prior express written
                  consent of CNET. MSI further acknowledges that such User Data
                  is the Confidential Information of CNET (as defined in Section
                  10.6, below) and may not be disclosed to any third party
                  without the prior written consent of CNET.

         7.5.     MSI Marks. MSI hereby grants to CNET a non-exclusive,
                  royalty-free license, effective throughout the Term, to use,
                  display and publish the MSI Marks solely as provided in
                  Section 9. Any use of the MSI Marks by CNET must comply with
                  any reasonable usage guidelines communicated by MSI to CNET
                  from time to time. CNET acknowledges and agrees that, as
                  between MSI and CNET, MSI is the sole owner of all rights in
                  and to the MSI Marks.

         7.6.     CNET Marks. CNET hereby grants to MSI a non-exclusive, royalty
                  free license, effective throughout the Term, to use, display
                  and publish the CNET Marks solely as provided in Section 9.
                  Any use of the CNET Marks by MSI must comply with any
                  reasonable usage guidelines communicated to MSI by CNET from
                  time to time. MSI acknowledges and agrees that, as between MSI
                  and CNET, CNET is the sole owner of all rights in and to the
                  CNET Marks.

         7.7.     General Limitation. Neither party shall use or reproduce any
                  trade name, logo, trademark or copyright of the other party
                  except in accordance with the terms and conditions of this
                  Agreement. Neither party shall register or attempt to register


                                      -6-
<PAGE>   7
                  any trade name, logo, trademark or copyright owned by the
                  other party anywhere in the world except with the owner's
                  express written permission.

         7.8.     Result of Termination. Upon the expiration or termination of
                  this Agreement, each party will cease using the trademarks,
                  service marks and/or trade names of the other party except as
                  the parties may agree in writing or to the extent permitted by
                  applicable law.

8.       MUTUAL INDEMNIFICATION.

         8.1.     Indemnification by CNET. CNET shall indemnify and hold MSI
                  harmless from and against any costs, losses, liabilities and
                  expenses, including all court costs, reasonable expenses and
                  reasonable attorney's fees (collectively, "Losses") that MSI
                  may suffer, incur or be subjected to by reason of any legal
                  action, proceeding, arbitration or other claim by a third
                  party, whether commenced or threatened, arising out of or as a
                  result of a Dispatch containing (a) any unlawful, threatening
                  abusive, libelous, defamatory, obscene, pornographic, profane,
                  or otherwise objectionable information, including without
                  limitation any transmission constituting or encouraging
                  conduct that would constitute a criminal offense, give rise to
                  civil liability, or otherwise violate any local, state,
                  federal or international law; (b) any misleading or deceptive
                  information, or any misrepresentation with respect to products
                  or services offered by CNET or its advertisers; (c) any chain
                  letters, or illegal pyramid type schemes; (d) any information,
                  audio, video, graphics, software, or other works in violation
                  of any person's copyright, trademark or any other intellectual
                  property rights; (e) any deceptive information which would
                  imply affiliation or sponsorship of any entity or person other
                  than CNET or its advertisers without the written consent of
                  such entity or person, or (f) information delivered to anyone
                  who has not given CNET permission to send email communications
                  to them or "SPAM".

         8.2.     Indemnification by MSI. MSI shall indemnify and hold CNET
                  harmless from and against any Losses that CNET may suffer,
                  incur or be subjected to by reason of any legal action,
                  proceeding, arbitration or other claim by a third party,
                  whether commenced or threatened, arising out of or as a result
                  of (a) the use of the Services by CNET; (b) the operation of
                  the Services; or (c) damage caused by any virus, worm, "trojan
                  horse," time bomb or similar contaminating or destructive
                  feature attached or included with any Dispatch subsequent to
                  receiving such Dispatch from CNET; provided however, MSI shall
                  have no obligation under this section 8.2 for any Losses due
                  to or arising from a Dispatch containing any of the items
                  contained in section 8.1 above, unless CNET can conclusively
                  prove that MSI was solely responsible for the inclusion of
                  such item in a Dispatch without the approval of CNET.

         8.3.     Indemnification Procedures. If any party entitled to
                  indemnification under this Section (an "Indemnified Party")
                  makes an indemnification request to the other, the Indemnified
                  Party shall permit the other party (the "Indemnifying Party")
                  to control the defense, disposition or settlement of the
                  matter at its own expense;

                                      -7-
<PAGE>   8
                  provided that the Indemnifying Party shall not, without the
                  consent of the Indemnified Party enter into any settlement or
                  agree to any disposition that imposes an obligation on the
                  Indemnified Party that is not wholly discharged or
                  dischargeable by the Indemnifying Party, or imposes any
                  conditions or obligations on the Indemnified Party other than
                  the payment of monies that are readily measurable for purposes
                  of determining the monetary identification or reimbursement
                  obligations of Indemnifying Party. The Indemnified Party shall
                  notify Indemnifying Party promptly of any claim for which
                  Indemnifying Party is responsible and shall cooperate with
                  Indemnifying Party in every commercially reasonable way to
                  facilitate defense of any such claim; provided that the
                  Indemnified Party's failure to notify Indemnifying Party shall
                  not diminish Indemnifying Party's obligations under this
                  Section except to the extent that Indemnifying Party is
                  materially prejudiced as a result of such failure. An
                  Indemnified Party shall at all times have the option to
                  participate in any matter or litigation through counsel of its
                  own selection and at its own expense.

9.       MEDIA AND PUBLIC RELATIONS.

         9.1.     Media Contact. Each party will designate a contact for media
                  relations between CNET and MSI. The parties agree that the
                  contacts shall initially be as follows:

                  CNET:    Alexander Hughes, CNET Group Circulation Manager
                  MSI:             Shane Wagg, Marketing/MarCom Manager

         9.2.     Prior Announcement Rights. MSI will inform CNET, in writing,
                  of the acquisition of any client with a weekly send volume
                  equal to, or greater than, 70% of the current CNET email send
                  volume. All such notification will occur prior to any public
                  announcement of the new client acquisition.

         9.3.     Reference and Endorsement. CNET will act as a customer
                  reference for MSI in a manner reasonably determined by CNET.

         9.4.     Marketing Materials. MSI may include CNET in its list of
                  entities, including "strategic affiliates," using the
                  Services. MSI agrees to remove CNET from any materials upon
                  the reasonable request of CNET.

         9.5.     Presentations. MSI may include the Dispatches and pre-approved
                  CNET logos in MSI presentations. MSI agrees to remove the
                  Dispatches and CNET logos from any presentation upon the
                  reasonable request of CNET.

         9.6.     Speaking Engagements. Pending agreement by both parties, CNET
                  will participate in MSI speaking engagements and co-marketing
                  activities from time to time.

10.      MISCELLANEOUS.

         10.1.    LIMITATION OF DAMAGES, DISCLAIMER OF WARRANTY. NEITHER PARTY
                  WILL BE LIABLE FOR ANY SPECIAL, INDIRECT,

                                      -8-
<PAGE>   9
                  CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED
                  TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF
                  LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS
                  BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,
                  EXCEPT FOR ANY CLAIM ARISING UNDER SECTION 8 OR 10.6, IN NO
                  EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN EXCESS OF
                  THE TOTAL PAYMENTS MADE UNDER THIS AGREEMENT. EXCEPT AS
                  EXPRESSLY SET FORTH HEREIN, EACH PARTY ACKNOWLEDGES AND AGREES
                  THAT THE OTHER HAS NOT MADE ANY REPRESENTATIONS, WARRANTIES OR
                  AGREEMENTS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT
                  LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
                  PARTICULAR PURPOSE.

         10.2.    Assignment. Neither party may assign this Agreement, except
                  (a) in connection with the transfer of substantially all of
                  the business operations of such party (whether by asset sale,
                  stock sale, merger or otherwise); (b) to an affiliate of such
                  party; or (c) with the written permission of the other party.
                  Notwithstanding the foregoing, if MSI's acquirer is at any
                  time reasonably determined by CNET to be a competitor of CNET,
                  then CNET may terminate this Agreement upon ten days written
                  notice to the acquiror.

         10.3.    Relationship of Parties. This Agreement will not be construed
                  to create a joint venture, partnership or the relationship of
                  principal and agent between the parties hereto, nor to impose
                  upon either party any obligations for any losses, debts or
                  other obligations incurred by the other party except as
                  expressly set forth herein.

         10.4.    Audit Rights. CNET will have the right to engage an
                  independent third party to audit the books and records of MSI
                  relevant to the quantification of the Dispatches delivered per
                  hour, upon reasonable notice and during normal business hours,
                  and MSI will provide reasonable cooperation in connection with
                  any such audit. CNET will pay all expenses of the auditor
                  unless the audit reveals an underdelivery by MSI of more than
                  5%, in which case MSI will reimburse all reasonable expenses
                  of the auditor.

         10.5.    Applicable Law. This Agreement will be construed in accordance
                  with and governed by the laws of the State of California,
                  United States of America without regard to principles of
                  conflicts of law or treaty provisions.

         10.6.    Confidentiality. In connection with the activities
                  contemplated by this Agreement, each party may have access to
                  confidential or proprietary technical or business information
                  of the other party, including without limitation (a)
                  proposals, ideas or research related to possible new products
                  or services; (b) financial statements and other financial
                  information; (c) any reporting information herein; and (d) the
                  material terms of the relationship between the parties;
                  provided, however, that such information will be considered
                  confidential only if it is conspicuously designated as
                  "Confidential," or if provided orally, identified at the

                                      -9-
<PAGE>   10
                  time of disclosure and confirmed in writing within 30 days of
                  disclosure (collectively, "Confidential Information"). Each
                  party will take reasonable precautions to protect the
                  confidentiality of the other party's Confidential Information,
                  which precautions will be at least equivalent to those taken
                  by such party to protect its own Confidential Information.
                  Except as required by law or as necessary to perform under
                  this Agreement, neither party will knowingly disclose the
                  Confidential Information of the other party or use such
                  Confidential Information for the benefit of any third party.
                  Each party's obligations in this Section with respect to any
                  portion of the other party's disclosed Confidential
                  Information shall terminate when the party seeking to avoid
                  its obligation under such Paragraph can document that such
                  disclosed Confidential Information: (i) was in the public
                  domain at or subsequent to the time it was communicated to the
                  receiving party ("Recipient") by the disclosing party
                  ("Discloser ") through no fault of Recipient; (ii) was
                  rightfully in Recipient's possession free of any obligation of
                  confidence at or subsequent to the time it was communicated to
                  Recipient by Discloser; (iii) was developed by employees or
                  agents of Recipient independently of and without reference to
                  any information communicated to Recipient by Discloser; (iv)
                  was communicated by the Discloser to an unaffiliated third
                  party free of any obligation of confidence; or (v) was in
                  response to a valid order by a court or other governmental
                  body, was otherwise required by law or was necessary to
                  establish the rights of either party under this Agreement;
                  provided, however, that both parties will stipulate to any
                  orders necessary to protect said information from public
                  disclosure.

         10.7.    Severability of Agreement. If a court of an arbitrator or
                  competent jurisdiction holds any provision of this Agreement
                  to be illegal, unenforceable, or invalid in whole or in part
                  for any reason, the validity and enforceability of the
                  remaining provisions, or portions thereof, will not be
                  affected.

         10.8.    Dispute Resolution. In the event that any dispute arises
                  hereunder, the parties agree that prior to commencing
                  litigation, arbitration, or any other legal proceeding, each
                  party shall send an officer of such party to negotiate a
                  resolution of the dispute in good faith at a time and place as
                  may be mutually agreed. Each officer shall have the power to
                  bind its respective party in all material respects related to
                  the dispute. If the parties cannot agree on a time or place,
                  upon written notice from either party to the other, the
                  negotiations shall be held at the principal executive offices
                  of CNET twenty one days following such notice (or on the next
                  succeeding business day, if the twenty first day is a weekend
                  or holiday). Notwithstanding the foregoing dispute resolution
                  process, neither party shall be excluded from seeking
                  provisional remedies in the courts of any jurisdiction,
                  including, but not limited to, temporary restraining orders
                  and preliminary injunctions, but such remedies shall not be
                  sought as a means to avoid the dispute resolution process.

         10.9.    Force Majeure. If the performance of this Agreement or any
                  obligations hereunder is prevented, restricted or interfered
                  with by reason of fire or other casualty or accident, strikes
                  or labor disputes, war or other violence, any law,

                                      -10-
<PAGE>   11
                  order, proclamation, regulations, ordinance, demand or
                  requirement of any government agency, or any other similar act
                  or condition beyond the reasonable control of the parties
                  hereto, the party so affected upon giving prompt notice to the
                  other party will be excused from such performance during such
                  prevention, restriction or interference.

         10.10.   Article Headings. The captions and headings of the various
                  articles of this Agreement are inserted merely for the purpose
                  of convenience and do not expressly or by implication limit,
                  define or extend and specific terms or text of the article so
                  designated and shall not in any way alter the meaning or
                  interpretation of this Agreement.

         10.11.   Press Release. Neither party shall issue a press release
                  concerning the terms of this Agreement or the relationship of
                  the parties without the prior written consent of the other.

         10.12.   No Waiver. No waiver of breach, failure of any condition, or
                  any right or remedy contained in or granted by the provisions
                  of this Agreement will be effective unless it is in writing
                  and signed by the party waiving the breach, failure, right or
                  remedy. No waiver of any other breach, failure, right or
                  remedy will be deemed a waiver of any other breach, failure,
                  right or remedy, whether or not similar, nor shall any waiver
                  constitute a continuing waiver unless the writing so
                  specifies.

         10.13.   Remedies Not Exclusive. Any specific right or remedy provided
                  in this Agreement shall not be exclusive but shall be
                  cumulative upon all other rights and remedies set forth herein
                  and allowed or allowable under applicable law.

         10.14.   Entire Agreement. This Agreement constitutes and contains the
                  entire agreement between the parties with respect to the
                  subject matter hereof and supersedes any prior oral or written
                  agreements. This Agreement may not be amended except in
                  writing signed by both parties. Each party acknowledges and
                  agrees that the other has not made any representations,
                  warranties or agreements of any kind, except as expressly set
                  forth herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.


CNET, Inc.                                      Media Synergy Inc.
By:    /s/ Matthew Barzun                       By:    /s/ Wilson Lee
       ---------------------                           -----------------------
Name:  Matthew Barzun                           Name:  Wilson Lee
       ---------------------                           -----------------------
Title: Senior Vice President                    Title: Chief Operating Officer
       ---------------------                           -----------------------

                                      -11-
<PAGE>   12
                                    EXHIBIT A

                                 CNET DISPATCHES

MSI shall provide the Services for all of the following CNET Dispatches. CNET
may reasonably amend the following list from time to time upon notice to MSI.

1.       Digital Dispatch

2.       Digital Dispatch (HTML version)

3.       NEWS.COM Dispatch

4.       NEWS.COM Dispatch (HTML version)

5.       COMPUTERS.COM Dispatch

6.       GAMECENTER.COM Dispatch

7.       Shopper.com Dispatch

8.       DOWNLOAD.COM Dispatch (PC version)

9.       DOWNLOAD.COM Dispatch (Mac version)

10.      Builder Blast

11.      ACTIVEX.COM Dispatch

12.      SHAREWARE.COM Dispatch

13.      COMPUTERS.COM Content Dispatch

14.      Browser Alert (PC version)

15.      Browser Alert (Mac version)

16.      Software Dispatch

17.      Cool Gear

18.      For What It's Worth

19.      ATC Dispatch

20.      Message Board Newsletter

21.      Web Design Dispatch

22.      CNET Help ICQ Tips Dispatch




                                      -12-
<PAGE>   13
                                   EXHIBIT B

                       TRACKING AND REPORTING REQUIREMENTS

MSI will provide CNET with the following tracking and reporting information:

1.       Total list size

2.       Total subscribes

3.       Total unsubscribes

4.       Messages sent

5.       Hard Bounce Count

6.       Soft Bounce Count

7.       Click through by URL

8.       A/B split testing

9.       Pass along rate

10.      Response curve by hours from send

11.      Open mail percentages (HTML only)

12.      Buy rate and amount

13.      Number of click through by customer

14.      Number of purchase transactions by customer

15.      Total dollar amount purchased by customer

16.      Number of messages received by customer




                                      -13-
<PAGE>   14
                                    EXHIBIT C

                    DEVELOPMENT REQUEST AND CHANGE PROCEDURES

1.       ORIGINAL FEATURE REQUESTS

         a.       Feature requests documented in a Product Requirements Document
                  (PRD)

         b.       CNET representative signs off on the PRD

         c.       MSI development team develops feature set based on CNET
                  approved PRD

2.       CHANGES AND AMENDMENTS

         a.       Changes and amendments are to be documented as a PRD amendment

         b.       CNET representative signs off on the PRD amendment

         c.       MSI development team develops feature set based on the CNET
                  approved PRD amendment



                                      -14-
<PAGE>   15
                                    EXHIBIT D

                          SERVICES AND DEPLOYMENT FEES

1.       Services.

         (i)      Email Sending. MSI shall provide all hardware, software,
                  Internet connections, and bandwidth necessary to send the
                  Dispatches as described in the Agreement. MSI is responsible
                  for all costs and expenses associated with sending the
                  Dispatches.

         (ii)     Virus Checking. MSI shall install and maintain the most
                  current virus signatures prior to sending any Dispatch, and
                  shall scan each Dispatch prior to sending it to Users.

         (iii)    List Maintenance. MSI will add and delete Users from CNET's
                  email lists as requested by CNET and Users. MSI will not add
                  any email address to CNET's email lists unless specifically
                  authorized in writing by CNET or the owner of the email
                  address. After receiving a request to add a User to or remove
                  a User from any email list, MSI will use its best efforts to
                  add or remove such User as soon as possible, not to exceed 24
                  hours. At least once per month, MSI shall deliver a file
                  containing all CNET User List Data to CNET in a zipped ASCII,
                  tab-delimited format or other format reasonably requested by
                  CNET.

         (iv)     Bad Address Handling. MSI shall install and maintain a system
                  of rules for the purging of "bad addresses" from the CNET
                  database of subscribers. All bad address rules will be
                  approved by the designated CNET contact prior to being
                  implemented. These rules will function within the parameters
                  of the Service "uptime" described in the following paragraph,
                  2(i).

2.       Technical and Operational Specifications

         (i)      Uptime. The Services will be operational and fully functional
                  in all material respects (i.e. capable of sending Dispatches,
                  accessing the FLO Network) at least 95% of the time during any
                  30 day period (or, in a cure period, time during any 7 day
                  period), excluding reasonable scheduled downtime.

         (ii)     Scheduled Downtime. The parties acknowledge that MSI may be
                  required to interrupt the Service for scheduled maintenance,
                  and that such scheduled downtime shall not be included in the
                  5% downtime permitted each month. Notwithstanding the
                  foregoing, MSI agrees that (a) MSI will use commercially
                  reasonable efforts to minimize the adverse impact of such
                  scheduled downtime on CNET and the delivery of the Dispatches,
                  (b) MSI will use commercially reasonable efforts to notify
                  CNET in writing two (2) business days prior to such scheduled
                  downtime, and (c) in no event shall the total uptime for the
                  MSI Services be less than 90% in a given month. In the event
                  of any interruption of the Services


                                      -15-
<PAGE>   16
          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.

                  within the control of MSI, MSI will promptly notify CNET of
                  such interruption and shall use commercially reasonable
                  efforts to restore the Services within four hours.

         (iii)    Minimum Volume. At all times during the Term, the average send
                  volume per hour, per list will be [**] or more during any
                  consecutive three month period (or, if in a cure period,
                  during a 7 day period),

3.       Deployment Fees

         (i)      Setup Fee. Initial transition, database design, and setup fee:
                  [**]

         (ii)     Email Delivery Pricing*. The pricing for all CNET email
                  dispatches are based on weekly email volumes. The email
                  delivery fees will be calculated based on the total number of
                  emails delivered in the course of a week such that a send of
                  [**] pieces will be billed at [**] per thousand sends while a
                  send of [**] pieces will be billed at [**] per thousand sends.

         (iii)    Message Fee (CPM).

                  [**] million sends per week                 [**]/CPM

                  [**] million sends per week                 [**]/CPM

*Note: An additional [**] per advertiser web site is charged to enable the buy
rate tracking feature. This is [**] cost only. All other tracking and reporting
features are included in the above pricing.



                                      -16-