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                                                                   Exhibit 10.9

                               SERVICES AGREEMENT

            THIS SERVICES AGREEMENT (this "Agreement") is made and entered into
on and as of August 30, 1999 (the "Effective Date"), by and between CYBER
DIALOGUE INC., a Delaware corporation, ("Dialogue"); and AMFM INTERACTIVE INC..
a Delaware corporation ("AMFMi") (individually, a "Party" and collectively, the
"Parties").

                                    RECITALS

            WHEREAS the Parties desire to set forth herein the terms and
conditions pursuant to which AMFMi will retain Dialogue to plan, develop,
manage, service, and/or maintain the Customer Management Initiative (as defined
below);

            NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1.    DEFINITIONS.

            In addition to the other terms defined in this Agreement, the
following terms shall have the meanings prescribed as follows:

      1.1   "Affiliate" shall mean, with respect to a party, any Person that,
            directly or indirectly, Controls, or is Controlled by, or is under
            common Control with, such party.

      1.2   "AMFMi Intellectual Property" shall mean the Customer Data, Customer
            Database, and the AMFMi APIs.

      1.3   "AMFMi APIs" shall mean the application programming interfaces
            developed or licensed by AMFMi in order to allow Dialogue to access
            and gather Customer Data from Websites.

      1.4   "Associated Entities" shall mean, with respect to an entity, any
            Person that, directly or indirectly. Controls, or is Controlled by,
            or is under common Control with, such entity.

      1.5   "Claim" shall mean any claim, action, suit, proceeding, or
            litigation and any loss, deficiency, damages, liabilities, costs and
            expenses, including without limitation, reasonable attorneys' fees
            and all related costs and expenses, to be paid to a third party or
            otherwise incurred in connection with the defense of any claim,
            action, suit, proceeding, or litigation.

      1.6   "Confidential Information" shall mean written or oral information
            about the disclosing Party's business or activities that if written
            is marked or designated by such Party as "Confidential Information,"
            "Proprietary," or other words of similar import, or, whether written
            or oral, is by the circumstances in which it was dis-


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

<PAGE>

            closed understood to be Confidential information. Confidential
            Information shall include, but not be limited to, the terms of this
            Agreement, the Dialogue Intellectual Property, the AMFMi
            Intellectual Property, and all business (including marketing and
            business plans), financial and technical information of a Party.
            Information shall not be considered Confidential Information of a
            Party if it can be shown that such information: (i) is known to the
            recipient on the date of disclosure directly or indirectly from a
            source other than the providing Party or other than a source having
            an obligation of confidentiality to the providing Party; (ii)
            thereafter becomes known (independently of disclosure by the
            providing Party) to the recipient directly or indirectly from a
            source other than one having an obligation of confidentiality to the
            providing Party; (iii) becomes publicly known or otherwise ceases to
            be secret or confidential, except through a breach of this Agreement
            by the recipient; or (iv) was independently developed by the
            recipient without use of or reference to the providing Party's
            Confidential Information, as shown by evidence in the recipient's
            possession.

      1.7   "Control" shall mean the possession, directly or indirectly, of the
            power to direct or cause the direction of the management and
            policies of a Person, whether by contract or through the ownership
            of voting securities, including, without limitation, the ownership
            of more than fifty percent (50%) of the equity, partnership or
            similar interest in such Person.

      1.8   "Customer Data" shall mean raw data or other information regarding
            Web Site Visitors that is collected either through Web Site Visitor
            input or through tracking Web Site Visitor activity or otherwise; as
            well as data derived from the raw data or other information.

      1.9   "Customer Database" shall mean a database containing Customer Data,
            as well as the Data Model and infrastructure for the database.

      1.10  "Customer Management Initiative" shall mean the methods, services,
            marketing-programs and Customized Applications, whether existing now
            or developed in the future, for (i) gathering, storing and managing
            Customer Data; and (ii) using the Customer Database to conduct
            market research and data analysis, and to create marketing programs
            for Web Site Visitors, including loyalty and/or rewards programs.
            For purposes of clarity, the foregoing activities shall not include
            in-bound e-mail management or any call center management activities.

      1.11  "Customized Applications" shall mean the methods, programs and
            technologies, created by Dialogue for AMFMi pursuant to this
            Agreement, expressly excluding ICARUS.

      1.12  "Data Model" shall mean a graphical representation of the
            architecture of the database of Customer Data, together with the
            file field definitions and related file associations.


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

                                        2

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      1.13  "Dialogue Technology" shall mean the Dialogue technology known as
            ICARUS, including without limitation all new versions, releases, and
            updates thereto, that is owned by Dialogue, and that is used for the
            Customer Management Initiative.

      1.14  "Dialogue Intellectual Property" shall mean all Intellectual
            Property (i) owned by Dialogue as of the date hereof; or (ii)
            developed by or on behalf of Dialogue for use in connection with the
            Customer Management Initiative, including without limitation the
            Dialogue Technology, but excluding AMFMi Intellectual Property.

      1.15  "Intellectual Property" shall mean all trademarks, service marks,
            trade names, Internet domain names, designs, logos, slogans and
            general intangibles of like nature, together with goodwill,
            registrations and applications relating to the foregoing; registered
            and unregistered patents; copyrights (including registrations and
            applications); computer programs, including any and all software
            implementation of algorithms, applications, tools, models and
            methodologies whether in source code or object code, databases and
            computations, including any and all data and collections of data,
            all documentation, including user manuals and training materials,
            relating to any of the foregoing; and Confidential Information,
            technology, know-how, inventions, processes, formulae, algorithms,
            models, trade secrets and methodologies.

      1.16  "Mirror site" means an Internet site that (i) contains the exact
            form and content of a site, (ii) is located at a geographic location
            distinct from a site and (iii) is created for the purpose of
            improving the performance of and accessibility to a site.

      1.17  "Owned Entities" shall mean, with respect to an entity, any Person
            in which such entity directly or indirectly possesses an ownership
            interest of 10% or more of the total ownership interest.

      1.18  "Person" shall mean any individual, sole proprietorship,
            partnership. joint venture, trust, incorporated organization,
            association, corporation, institution, public benefit corporation,
            entity or government (whether federal, state, county, city,
            municipal or otherwise, including, without limitation, any
            instrumentality, division, agency, body or department thereof).

      1.19  "Web Sites" shall mean those Internet sites owned or managed by
            AMFMi, and any Mirror Sites.

      1.20  "Web Site Visitors" shall mean individuals that access or visit the
            Web Sites.

2.    TECHNOLOGY DEVELOPMENT.

      2.1   Technology Plan. Dialogue shall design, develop and test the
            Customer Database and any modifications, enhancements or
            improvements to the Dialogue Technology necessary to implement the
            Customer Management Initiative. AMFMi and Dialogue shall cooperate
            to establish requirements, a project plan and interim


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

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            milestones. AMFMi and Dialogue shall also cooperate to ensure that
            the Customer Management Initiative is structured and operated in a
            manner consistent with federal statutes and regulation related to
            privacy.

3.    RESPONSIBILITIES OF THE PARTIES

      3.1   Overview of Responsibilities - Dialogue. Dialogue shall be
            responsible for (a) creating the Customer Database and for
            integrating the Customer Data into that Customer Database, and (b)
            implementing the Customer Management Initiative, including procuring
            all necessary equipment, software and connectivity and performing
            all aspects of the Initiative not explicitly designated for AMFMi.
            Dialogue shall have no obligation or exclusive right to provide
            AMFMi with Customer Management Initiative to the extent it is to be
            used to benefit a party that is not an Affiliate of AMFMi.

      3.2   Overview of Responsibilities - AMFMi. AMFMi shall be responsible for
            (a) providing Dialogue with the AMFMi APIs to allow Dialogue to
            integrate the Dialogue Technology and other aspect of the Customer
            Management Initiative with AMFMi data and technology, and (b) making
            the Customer Data and AMFMi intellectual Property available to
            Dialogue.

      3.3   Marketing Campaigns. Dialogue shall be responsible for helping to
            develop strategic plans for all marketing campaigns developed as
            part of the Customer Management Initiative ("Marketing Campaigns"),
            and for the execution, management and measurement of such Marketing
            Campaigns. Notwithstanding the foregoing, AMFMi shall be responsible
            for all creative aspects of the Marketing Campaigns, including all
            production and design elements. The parties shall provide each other
            with reasonable assistance as requested in connection with the
            Marketing Campaigns. AMFMi shall have final authority and control of
            Marketing Campaigns.

      3.4   Maintenance and Back-up. Dialogue shall develop and implement (i) a
            monitoring plan; (ii) a disaster recovery plan (including off-site
            and on-site storage and hot-swap back-up); and (iii) upgrade plans
            for all aspects of the Customer Management Initiative (including for
            equipment, software. connectivity, and content).

      3.5   Support. Dialogue shall provide AMFMi with customer support to
            address questions regarding the Customer Management Initiative. Such
            support shall be provided during reasonable business hours and in a
            manner to be determined by the parties. Dialogue shall have no
            obligation to provide any direct support for AMFMi customers or Web
            Site Visitors.

      3.6   Third Parties. Dialogue may retain third parties to assist in any or
            all of its activities performed in connection with this Agreement,
            provided that Dialogue shall be responsible for the activities of
            such third parties, and provided further that such


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

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            third parties must agree in writing to abide by the confidentiality
            provisions contained in Section 11 of this Agreement.

4.    EXCLUSIVITY

      4.1   Exclusive Contract. During the Term, Dialogue shall be the exclusive
            service provider to AMFMi for using the Customer Database to conduct
            market research and data analysis, and executing and managing
            marketing programs for Web Site Visitors, including loyalty and/or
            rewards programs.

      4.2   Covenant Not to Compete. During the term of the services provided
            by Dialogue hereunder and for a period of one year following the
            termination of such services, (the "Noncompete Term"), neither
            Dialogue, nor any of its subsidiaries, nor any entities in which
            Dialogue has an ownership interest equal to or greater than 20% of
            the total ownership, (collectively the "Dialogue Entities"), shall
            directly or indirectly, perform strategic planning services, interim
            management services, and data analysis services, or creation of
            marketing programs for Web Site Visitors, including loyalty and/or
            rewards programs, (collectively the "Excluded Services") for the
            following named competitors and their Associated Entities: *****.
            Additionally, during the Noncompete Term, the Dialogue Entities
            shall not perform Excluded Services for the following named
            competitors and their Owned Entities: *****. Notwithstanding
            anything in this Section 4.2, Dialogue Entities may (i) perform
            Excluded Services during the Noncompete Term for the entities listed
            in Schedule 4, (ii) continue to provide marketing data to *****
            provided that such data is similar in type and scope to that which
            Dialogue is currently providing *****, and (iii) perform Excluded
            Services for the ***** and its Associated Entities (collectively the
            "***** Entities"), except that Dialogue may not provide Excluded
            Services during the Noncompete Term for any of the ***** Entities
            that engages in any Internet strategy, inclusive of radio, directed
            at a local or a regional market rather than a national market.

5.    LICENSE GRANT

      5.1   AMFMi License. Pursuant to the terms and conditions of this
            Agreement, Dialogue grants to AMFMi the non-exclusive right, during
            the Term, to use the Dialogue Intellectual Property solely to the
            extent required by AMFMi to meet its Customer Management Initiative
            responsibilities. AMFMi may not sublicense or transfer any of its
            license rights. This license grant extends to all territories in
            which Dialogue holds the applicable Intellectual Property Right.

      5.2   Dialogue License. Pursuant to the terms and conditions of this
            Agreement, AMFMi grants to Dialogue a non-exclusive, royalty-free
            right, during the Term, to


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

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            use AMFMi intellectual Property solely to the extent required by
            Dialogue to meet its Customer Management Initiative responsibilities
            pursuant to Section 3.1. Dialogue may not sublicense or transfer any
            of its license rights. This license grant extends to all territories
            in which AMFMi holds the applicable Intellectual Property Rights.

      5.3   Source Code Escrow. Dialogue shall deposit with a third party source
            code escrow vendor to be mutually selected by the parties: (a) one
            copy of the source code for the Dialogue Technology; and (b)
            existing documentation regarding the use of the Dialogue Technology
            (collectively, the "Source Code Deposit"). Dialogue shall update the
            Source Code Deposit during the Term such that the Source Code
            Deposit will always contain the then current version of the Dialogue
            Technology.

            5.3.1 The parties and the escrow vendor shall enter into an escrow
                  agreement regarding the Source Code deposit, which shall
                  provide, among other things, (a) that the Source Code Deposit
                  may be released to AMFMi only upon (i) the bankruptcy of
                  Dialogue pursuant to Section 9.3 hereof, or (ii) the
                  termination of the Agreement due to material breach by
                  Dialogue; (b) that Dialogue may challenge the release of the
                  Source Code Deposit if it believes that the condition for
                  release has not been met; and (c) that AMFM1 shall bear all
                  escrow costs.

            5.3.2 In the event that the Source Code Deposit is released, AMFMi
                  acknowledges that its right to the Source Code Deposit shall
                  be a limited license to use the Source Code Deposit solely as
                  required for it to enjoy the benefits of the license granted
                  hereunder. AMFMi shall have no right to sublicense or transfer
                  the Source Code Deposit, and shall have no ownership rights
                  therein.

            5.3.2 Bankruptcy Provisions. The Parties intend that AMFMi shall
                  have all rights afforded to licensees under Section 365(n) of
                  the U.S. Bankruptcy Code (and any successor thereto) in
                  connection with any bankruptcy of Dialogue.

6.    DIALOGUE ATTRIBUTION

      6.1   Use of Dialogue Name. AMFMi shall display the phrase "CyberDialogue
            Enabled" on all Web Site pages where Customer Data is input by the
            Web Site Visitor. Such phrase shall be in a font no smaller than
            eight points.


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

                                        6

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7.    INTELLECTUAL PROPERTY.

      7.1   Ownership.

            7.1.1 AMFMi Intellecutal Property. As between Dialogue and AMFMi,
                  Dialogue acknowledges and agrees that all AMFMi Intellectual
                  Property shall be the sole property of AMFMi, and that
                  Dialogue shall not gain any right, title, or interest in such
                  AMFMi Intellectual Property except as expressly provided under
                  this Agreement.

            7.1.2 Dialogue Intellectual Property. As between Dialogue and AMFMi,
                  AMFMi acknowledges and agrees that all Dialogue Intellectual
                  Property shall be the sole property of Dialogue, and that
                  AMFMi shall not gain any right, title, or interest in such
                  Dialogue Intellectual Property except as expressly provided
                  under this Agreement. Notwithstanding the foregoing, Dialogue
                  acknowledges that Customized Applications, both in source code
                  and object code format, shall be the sole property of AMFMi,
                  provided that Dialogue retains any know-how it develops while
                  creating the Customized Applications and may in its discretion
                  develop code which performs the same or similar functionality
                  so long as it does not copy or refer to the Customized
                  Applications during such development. Breach of this provision
                  by Dialogue shall be considered a material breach of this
                  Agreement.

            7.1.3 Cooperation. Each Party agrees that it shall take all actions
                  reasonably requested by the other Party to fully vest or
                  perfect in the other Party all right, title, and interest in
                  and to their respective Intellectual Property. Each Party
                  shall promptly enter into appropriate agreements with its
                  employees, contractors, and agents having access to the other
                  Party's property pursuant to which: (i) each such person
                  effectively releases and relinquishes any and all right,
                  title, and interest which he/she/it may have in the other
                  Party's property or any portion thereof; and (ii) each such
                  person agrees to cooperate with the other Party in the
                  protection of any of such Party's rights.

8.    FEES.

      8.1   Fees. In consideration of the services performed by Dialogue
            pursuant to this Agreement, AMFMi shall pay Dialogue the applicable
            fees as set forth in Schedule 1. Dialogue shall provide AMFMi with
            an invoice for such fees, which shall be payable within 30 days of
            receipt.

      8.2   Audit Right. AMFMi shall have the right to verify, upon not less
            than thirty (30) days prior written notice to Dialogue all fees and
            charges made by Dialogue pursuant to this Agreement, through
            inspection of Dialogue's pertinent books and records. AMFMi may, if
            it chooses, retain a third party auditor, approved by Dia-


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

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            logue (such approval not to be unreasonably withheld) to conduct
            such audit ("Auditor"), provided that such Auditor must agree to
            sign the standard form of non-disclosure agreement for requiring
            that Dialogue's books and records shall be held in strict
            confidence, except as may be necessary to report to AMFMi concerning
            the accuracy of the payment amount. Dialogue shall keep its records
            and books relating to the payment amount for a period of five (5)
            years. AMFMi shall bear the cost and expense of any such audit;
            provided, however, that if such audit reveals an overpayment by
            AMFMi of three percent (3%) or more, Dialogue shall bear the cost of
            such audit and shall pay interest at the rate of ten percent (10%)
            per annum (or, if less, the highest lawful rate) on the amount of
            such overpayment.

9.    TERM AND TERMINATION.

      9.1   Term. This Agreement shall commence upon the Effective Date and
            continue for sixteen (16) months (the "Initial Term"), unless
            earlier terminated in accordance with the provisions hereof. AMFMi
            shall provide four (4) months notice prior to the end of the Initial
            Term as to whether it desires to extend the Agreement for another
            three (3) years and eight (8) months (the "Extended Term" and
            together with the Initial Term, the "Term"). If AMFMi does not
            desire to extend the Agreement, the Agreement shall terminate at the
            end of the Initial Term. If AMFMi notifies Dialogue that it desires
            to extend the Agreement for the Extended Term, the parties shall
            meet and negotiate in good faith the terms and conditions under
            which the Agreement will be extended, and will use their best
            efforts to reach agreement.

      9.2   Termination for Breach. Upon the material breach of this Agreement
            by a Party, the non-breaching Party may terminate this Agreement
            upon thirty (30) days prior written notice of the breach, provided
            that the breaching Party was unable to cure the breach during such
            thirty (30) day period.

      9.3   Termination for AMFMi. This Agreement may be terminated by AMFMi, in
            its sole discretion, upon thirty (30) days prior written notice to
            Dialogue. If AMFMi terminates this Agreement without cause pursuant
            to this Section 9.3 within the first sixteen (16) months of the
            Initial Term, AMFMi shall pay Dialogue the sum of $***** per month
            for every remaining full month, pro-rated for every remaining
            partial month, after the date of termination in the initial Term
            (the "Termination Fee"). The Parties agree that the duty to pay a
            Termination Fee applies solely to termination by AMFMi pursuant to
            this Section 9.3, and does not apply to termination of the Agreement
            pursuant to Sections 9.1, 9.2, 9.4 and 14.1. The Termination Fee
            shall be AMFMi's sole obligation upon termination pursuant to this
            Section 9.3, and upon payment of the Termination Fee, AMFMi shall
            have no further liability for any damages or injury to Dialogue due
            to the termination of this Agreement. If AMFMi terminates this
            Agreement without cause pursuant to this Section 9.2, the parties
            agree that the Noncompete Term defined in Section


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

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            4.2 shall be limited to six months, or the remainder of the Initial
            Term, whichever is more.

      9.4   Automatic Termination. This Agreement will terminate automatically
            upon (i) the commencement of any voluntary bankruptcy or other
            insolvency proceeding of either Party; or (ii) the commencement of
            any involuntary bankruptcy or other insolvency proceeding with
            respect to either Party that is not dismissed within ninety (90)
            days. No termination of this Agreement will relieve any party of
            liability for its prior breach of this Agreement.

      9.5   Return of Materials. Upon termination of this Agreement for any
            reason, each Party shall return to the other any Confidential
            Information of such other Party, other than Confidential Information
            governed by Section 9.6 of this Agreement, in that Party's
            possession, custody or control.

      9.6   Transition Assistance. Upon the termination of this Agreement, the
            Parties shall work to develop a transition plan pursuant to which
            Dialogue shall reasonably assist AMFMi to transition the Customer
            Marketing Initiative to AMFMi or to an entity or entities retained
            by AMFMi. AMFMi shall pay Dialogue for its transition services on a
            time and materials basis at Dialogue's then prevailing market rates,
            provided however that AMFMi shall not pay a rate higher than that
            paid by any other similar customer of Dialogue.

      9.7   License Rights Upon Termination. Upon termination of this Agreement
            for any reason, AMFMi shall have a perpetual license to use the
            version of the Dialogue Technology being used by AMFMi. Under such
            license, AMFMi shall have the limited right to use the Dialogue
            Technology for its own internal purposes only, without any right to
            transfer or sublicense the Dialogue Technology and without any right
            to use the Dialogue Technology for the benefit of any entity that is
            not an Affiliate of AMFMi. Dialogue shall have no obligation after
            termination of this Agreement to support the Dialogue Technology or
            to provide AMFMi with any updates or new versions or releases of the
            Dialogue Technology. Any agreement by Dialogue to do so shall be
            subject to an arms length agreement between AMFMi and Dialogue which
            Dialogue may enter into in its sole discretion.

10.   STATUS MEETINGS.

      10.1  Project Managers. AMFMi shall each designate project managers who
            shall be the primary contact point for any issue related to the
            Customer Management Initiative. The initial project manager for
            AMFMi shall be Jim Burtson. The initial project manager for Dialogue
            shall be Marc Esiri.

      10.2  Progress Meetings. Dialogue and AMFMi project managers shall meet no
            less than twice per month during the Initial Term to discuss the
            progress of, and plan future activities regarding technology
            development and the Customer Management Initiative.


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

                                        9

<PAGE>

11.   CONFIDENTIALITY.

      11.1  Protection of Confidential Information. The Parties acknowledge and
            agree that, in connection with the performance of this Agreement,
            each of them may disclose to the other its Confidential Information.
            Except as provided in Section 11.2, the Party receiving any
            Confidential Information agrees to maintain the confidential status
            of such Confidential Information and not to use any such
            Confidential Information for any purpose other than the purpose for
            which it was disclosed to the receiving Party, and not to disclose
            any of such Confidential Information to any third party.

      11.2  Permitted Disclosure. Notwithstanding Section 11.1, the Parties
            acknowledge and agree that each may disclose Confidential
            Information: (i) as required by law, regulation, or court order
            subject to the terms and conditions of this Section 11.2; (ii) to
            their respective directors, officers, employees, attorneys,
            accountants, and other advisors, who are under an obligation of
            confidentiality of scope similar to those set forth hereunder and
            only on a "need-to-know" basis; (iii) to investors or joint venture
            partners, who are under an obligation of confidentiality of scope
            similar to those set forth hereunder and only on a "need-to-know"
            basis, provided that such disclosure shall be limited to the terms
            of this Agreement; or (iv) in connection with disputes or litigation
            between the Parties involving such Confidential Information, in
            which case each Party shall endeavor to limit disclosure to such
            purpose. If a Party is required by law, regulation, or court order
            to disclose any Confidential Information of the other Party (the
            "Owner"), such Party shall promptly notify Owner in writing prior to
            any such disclosure to enable Owner to seek a protective order or
            other appropriate remedy from the proper authority. The disclosing
            Party agrees to cooperate with Owner in seeking such order or other
            remedy. The disclosing Party further agrees that if Owner is not
            successful in precluding the requesting legal body from requiring
            the disclosure of the Confidential Information, it will furnish only
            that portion of the Confidential Information which is legally
            required and will exercise all reasonable efforts to obtain reliable
            assurances that confidential treatment will be accorded the
            Confidential Information.

      11.3  Press Releases. Each Party may use the other Party's name in
            marketing materials unless the other Party objects to such use. The
            Parties agree to refrain from any use of another Party's name to
            which that Party has objected.

12.   REPRESENTATIONS, WARRANTIES AND COVENANTS.

      12.1  AMFMi. AMFMi represents, warrants, and covenants for the sole
            benefit of Dialogue that it has the authority to grant Dialogue the
            rights granted hereunder.

      12.2  Dialogue. Dialogue represents, warrants, and covenants for the sole
            benefit of AMFMi that: (i) the personnel performing the Customer
            Management Initiative


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

                                       10
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            under this Agreement shall have the skill and expertise necessary to
            perform such services; and (ii) Dialogue has the authority to grant
            AMFMi the rights granted hereunder.

      12.3  Services Warranty. Dialogue will perform the services required under
            this Agreement in a high-quality, professional, and competent
            manner.

      12.4  Warranties of Title. Dialogue has good and marketable title, and the
            right to license, all of the Dialogue Intellectual Property provided
            by Dialogue pursuant to this Agreement free and clear of all liens,
            security interests, and encumbrances.

      12.5  No Conflicting Obligations or Agreements Warranty. Dialogue has no
            outstanding assignments, grants, licenses, encumbrances,
            obligations, or agreements which relate to the Dialogue Intellectual
            Property (whether written, oral, or implied) and are inconsistent
            with this Agreement or the rights, duties, and obligations stated
            in this Agreement.

      12.6  Data Integrity. Dialogue warrants Dialogue will take all reasonable
            steps to prevent the loss or corruption of data in the Customer
            Database and any datamarts containing Customer Data.

      12.7  Year 2000 Warranty. The Dialogue Technology will create, store and
            generate output data relating to or including Millennial Dates and
            leap year dates without errors or omissions, and the occurrence in
            or use by such software, hardware, equipment and microprocessors of
            Millennial Dates and leap year dates will not adversely affect the
            performance of such software, hardware, equipment and
            microprocessors with respect to date dependent data, compilations,
            output or other functions (including, without limitation,
            calculating, computing, sequencing and storing instructions and
            data). As used in this Agreement, "Millennial Dates" means dates (in
            any form, including two or four digits) on or after September 9,
            1999.

      12.8  Disclaimer of Warranties. EXCEPT AS PROVIDED IN THIS SECTION, THE
            DIALOGUE TECHNOLOGY. THE DATABASE, SERVICES, SOFTWARE, AMFMi
            INTELLECTUAL PROPERTY AND EQUIPMENT PROVIDED HEREUNDER ARE PROVIDED,
            AND ACCEPTED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXPRESS OR.
            IMPLIED, INCLUDING WITHOUT LIMITATION AS TO CONDITION, DESIGN,
            PERFORMANCE, ACCURACY, COMPLETENESS, OR OPERATION, OR REGARDING THE
            ACCURACY OR COMPLETENESS OF ANY DATA OR RESULTS PRODUCED THEREFROM.
            EACH PARTY EXPRESSLY DISCLAIMS AND EACH PARTY EXPRESSLY WAIVES ALL
            WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
            WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
            ERROR-FREE OR UNINTERRUPTED OPERATION, AND NONINFRINGEMENT.


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

                                       11
<PAGE>

13.   LIMITATION OF LIABILITY.

      13.1  No Liability for Certain Damages. EXCEPT TO THE EXTENT OF THE
            PARTIES' INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 14, NEITHER
            PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL,
            CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE,
            WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT
            (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF
            THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
            DAMAGES.

      13.2  LIMITATION OF LIABILITY. EXCEPT FOR CLAIMS OF INDEMNIFICATION
            PURSUANT TO SECTION 14, EACH PARTY'S TOTAL LIABILITY FOR ANY CAUSE
            WHATSOEVER UNDER THIS AGREEMENT OR FOR ACTIVITIES ARISING OUT OF OR
            RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT WILL BE LIMITED TO
            THE FEES PAID BY AMFMi TO DIALOGUE DURING THE TWELVE MONTHS PRIOR TO
            THE DATE OF RECEIPT OF NOTICE OF A CLAIM FOR SUCH DAMAGES.

      13.3  Notification. Neither Party shall be liable for any Claim arising
            out of this Agreement for which it has not received written notice
            from the other within six months from the date the Party asserting
            such claim reasonably should have been aware of the Claim.

14.   INDEMNIFICATION.

      14.1  Dialogue's Indemnification. Dialogue shall indemnify and hold AMFMi,
            its respective officers, directors, employees, contractors, agents,
            its successors and assigns harmless from and against any and all
            Claims that the Dialogue Intellectual Property infringes any
            existing (i) United States patent; (ii) copyright in any country
            that is a signatory to the Berne Convention; (iii) trademark in any
            country that is a signatory to the Paris Convention: or (iv)
            world-wide trade secret. AMFMi shall give Dialogue prompt written
            notice of the assertion of a Claim. Dialogue shall assume defense of
            such Claim at its own expense, with counsel of its own choosing and
            shall have complete control over the Claim including for its
            compromise a settlement. AMFMi shall be entitled to participate in
            any such defense at its own expense with counsel of its own
            choosing. AMFMi shall, at Dialogue's expense, cooperate with
            Dialogue in the defense of the Claim. In addition to Dialogue's
            indemnity obligations, should the Dialogue Intellectual Property, or
            any portion thereof, become, or in Dialogue's reasonable opinion be
            likely to become, the subject of a claim of infringement, Dialogue
            shall have the right, at Dialogue's option and expense, (i) to
            procure for AMFMi the right to continue using such Dialogue
            Intellectual Property; or (ii) to replace or modify


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

                                       12
<PAGE>

            such Dialogue Intellectual Property with a non-infringing version of
            substantially equivalent function and performance. If options (i)
            and (ii) above cannot be accomplished despite Dialogue's best
            efforts, the Dialogue shall have the right to require AMFMi to to
            stop using Dialogue Intellectual Property by notifying AMFMi in
            writing (the "Cease Use Notification"). If Dialogue sends a Cease
            Use Notification, Dialogue shall refund to AMFMi the fees paid by
            AMFMi to Dialogue pursuant to this Agreement for the twelve months
            prior to the Cease Use Notification. Additionally, if Dialogue
            exercises the Cease Use Notification, AMFMi shall have the right to
            terminate this Agreement by providing written notice of termination
            to Dialogue, such termination to be effective immediately upon
            receipt of written notice of termination by Dialogue.

      14.2  AMFMi's Indemnification, AMFMi shall indemnify and hold Dialogue,
            its respective officers, directors, employees, contractors, agents,
            its successors and assigns harmless from and against any and all
            Claims that the AMFMi APIs or Customer Data infringes any existing
            (i) copyright in any country that is a signatory to the Berne
            Convention; (ii) trademark in any country that is a signatory to the
            Paris Convention; or (iii) world-wide trade secret. Dialogue shall
            give AMFMi prompt written notice of the assertion of a Claim. AMFMi
            shall assume defense of such Claim at its own expense, with counsel
            of its own choosing and shall have complete control over the Claim
            including for its compromise a settlement. Dialogue shall be
            entitled to participate in any such defense at its own expense with
            counsel of its own choosing. Dialogue shall, at AMFMi's expense,
            cooperate with AMFMi in the defense of the Claim. In addition to
            AMFMi's indemnity obligations, should the AMFMi APIs or Customer
            Data, or any portion thereof, become, or in AMFMi's reasonable
            opinion be likely to become, the subject of a claim of infringement,
            AMFMi shall have the right, at AMFMi's option and expense, (i) to
            procure for Dialogue the right to continue using such AMFMi APIs or
            Customer Data; or (ii) to replace or modify such AMFMi APIs or
            Customer Data with a non-infringing version of substantially
            equivalent function and performance (iii) to require Dialogue to
            stop using such AMFMi APIs or Customer Data.

      14.3  Limitations on Indemnification by Dialogue. Dialogue shall have no
            liability for any claim brought by a third party against Dialogue or
            AMFMi, including a claim for infringement in accordance with this
            Section 14, to the extent it is based on AMFMi's: (a) use of a
            release or version of any software or other materials provided by
            Dialogue no longer supported by Dialogue, including but not limited
            to versions or releases which Dialogue has determined that AMFMi
            must replace with a new version or release in order to avoid
            infringement or other liability; or (b) combination of the any
            software or other materials provided by Dialogue with third party
            hardware or software not provided by Dialogue hereunder, with which
            it could not reasonably be expected to be used, if such claim arose
            from the use of any software or other materials provided by Dialogue
            in such combination. Dialogue will provide reasonable advance notice
            if it will no longer support a version or release.


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

                                       13
<PAGE>

      14.4  Limitations on Indemnification by AMFMi. AMFMi shall have no
            liability for any claim brought by a third party against Dialogue or
            AMFMi, including a claim for infringement in accordance with this
            Section l4, to the extent it is based on Dialogue's: (a) use of a
            release or version of any software or other materials provided by
            AMFMi no longer supported by AMFMi, including but not limited to
            versions or releases which AMFMi has determined that Dialogue must
            replace with a new version or release in order to avoid infringement
            or other liability; or (b) combination of the any software or other
            materials provided by AMFMi with, third party hardware or software
            not provided by AMFMi hereunder, with which it could not reasonably
            be expected to be used, if such claim arose from the use of any
            software or other materials provided by AMFMi in such combination.
            AMFMi will provide reasonable advance notice if it will no longer
            support a version or release.

      14.5  Limited Obligation. The provisions of this Section 14 are in lieu of
            all other obligations, including without limitation the implied
            warranty of non-infringement, and state the sole, exclusive and
            entire liability of each Party and the sole, exclusive and entire
            remedy of each Party with respect to any claim that materials
            licensed under this Agreement or any portion thereof infringes on a
            patent, copyright, trade secret or other intellectual property right
            of any third party.

15.   MISCELLANEOUS.

      15.1  Assignment. Neither Party may assign this Agreement without the
            prior written consent of the other Party; provided, however, that
            (i) either party may assign this Agreement to any parent,
            subsidiary, affiliate, or any successor in interest to all or the
            majority of the business of such party to which this Agreement
            relates. Any attempted or purported assignment without such required
            consent shall be void and a material breach of this Agreement.
            Subject to the foregoing, this Agreement shall be binding upon and
            inure to the benefit of the successors and permitted assigns of the
            Parties hereto,

      15.2  Survival. The respective rights and obligations of Dialogue and
            AMFMi wider the provisions of Sections 1, 4.2, 5.3.2, 7, 8, 9.3
            (last sentence only), 9.4, 9.5, 9.6, 11.1. 11.2, 11.3, 13, 14 and 15
            shall survive termination of this Agreement indefinitely.

      15.3  Force Majeure. Neither Party hereto shall be responsible for any
            failure to perform its obligations under this Agreement (other than
            obligations to pay money) caused by an event reasonably beyond its
            control, including wars, riots, labor strikes, industry shortages,
            power outages, natural disasters, or any law, regulation, ordinance,
            or other act or order of any court, government, or governmental
            agency. Obligations hereunder, however, shall in no event be excused
            but shall be suspended only until the cessation of any cause of such
            failure. In the event


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

                                       14
<PAGE>

            that such force majeure should obstruct performance of this
            Agreement for more than three (3) months, the Parties hereto shall
            consult with each other to determine whether this Agreement should
            be modified. The Party facing an event of force majeure shall use
            its best endeavors in order to remedy that situation as well as to
            minimize its effects. A Party experiencing an event of force majeure
            shall notify the other Party as soon as possible after its
            occurrence.

      15.4  No Joint Venture. The sole relationship between the Parties shall be
            that of independent contractors. Nothing herein shall be construed
            to constitute the Parties as partners, joint venturers, or agents of
            each other in any way whatsoever. Neither Party shall make any
            warranties or representations, or assume or create any obligations,
            on the other Party's behalf. Each Party shall be solely responsible
            for the actions of its respective employees, agents, and
            representatives.

      15.5  Rules of Construction. As used in this Agreement, all terms used in
            the singular shall be deemed to include the plural, and vice versa,
            as context requires. The words hereof, herein, and hereunder refer
            to this Agreement as a whole, including any exhibits hereto, as the
            same may from time to time be amended or supplemented and not to any
            subdivision contained in this Agreement. When used herein, including
            shall mean including, without limitation and discretion shall mean
            sole discretion. Descriptive headings are inserted for convenience
            only, and shall not be utilized in interpreting this Agreement. This
            Agreement has been negotiated by the Parties and their respective
            counsel and shall be fairly interpreted in accordance with its terms
            and without any strict construction in favor of or against either
            Party.

      15.6  Amendment; Waiver. This Agreement may not be modified, nor shall any
            provision hereof be waived or amended, except in a writing duly
            signed by authorized representatives of the Parties. A waiver with
            respect to one event shall not be construed as continuing, or as a
            bar to or waiver of any right or remedy as to subsequent events.

      15.7  Severability. If any provision hereof is found to be invalid or
            unenforceable by a court of competent jurisdiction, such provision
            shall be reformed without further action by the Parties to the
            extent necessary to make such provision valid and enforceable, and
            no other provisions hereof shall be affected or impaired thereby.

      15.8  Governing Law. This Agreement shall be construed in accordance with
            the laws of the State of New York applicable to contracts entered
            into and wholly to be performed therein, without regard to that body
            of law relating to conflict of laws.

      15.9  No Third Party Beneficiaries. Nothing express or implied in this
            Agreement is intended to confer, nor shall anything herein confer,
            upon any person other than the Parties and the respective successors
            or assigns of the Parties, any rights, remedies, obligations, or
            liabilities whatsoever.


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

                                       15
<PAGE>

      15.10 Recovery of Costs and Expenses. If either Party brings an action
            against the other Party to enforce its rights under this Agreement,
            the prevailing Party shall be entitled to recover its reasonable
            costs and expenses incurred in connection with such action and all
            appeals of such action, including without limitation reasonable
            attorneys' fees and costs.

      15.11 Notices. Any notices to be given hereunder to a Party shall be made
            via U.S. Mail or express courier to such Party's address given
            below, and/or (other than for the delivery of fees) via facsimile to
            the facsimile telephone numbers listed on the signature page of this
            Agreement.

      If to Dialogue, to

            Cyber Dialogue Inc.
            304 Hudson Street
            6th Floor
            New York, New York 10013
            Attention; Mark Esiri
            Fax: *****

      with a copy to;

            Skadden, Arps, Slate, Meagher & Flom LLP
            1440 New York Avenue, N.W.
            Washington, DC 20005
            Attention: Michael P. Rogan, Esq.
            Fax: *****

      If to AMFMi, to

            AMFM Interactive Inc.
            c/o AMFM Inc.
            1845 Woodall Rodgers Freeway
            Suite 1300
            Dallas, Texas 75201
            Attention: President of Chancellor Media Services
            Fax: *****

      with copies to;

            AMFM Inc.
            1845 Woodall Rodgers Freeway
            Suite 1300
            Dallas, Texas 75201
            Attention: General Counsel
            Fax: *****


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

                                       16
<PAGE>

            Vinson & Elkins, L.L.P.
            3700 Trammell Crow Center
            2001 Ross Avenue
            Dallas, Texas 75201
            Attention: Michael D. Wortley
            Fax: *****

            Each party named above may change its address and that of its
            representative for notice by the giving of notice thereof in the
            manner hereinabove provided.

      15.12 Counterparts; Facsimiles. This Agreement may be executed in any
            number of counterparts, each of which shall be deemed an original.
            Facsimile copies hereof shall be deemed to be originals.

      15.13 Entire Agreement. This Agreement constitutes the complete agreement
            between the Parties with respect to the subject matter hereof, and
            supersedes and replaces all prior or contemporaneous understandings,
            communications, and agreements, written or oral, regarding such
            subject matter.

      15.14 Solicitation. For the term of this Agreement and for twelve (12)
            calendar months after its termination or expiration, neither party
            will solicit for employment any person who (i) at the time, is an
            employee of the other Party; or (ii) at any time within the prior
            six (6) months was an employee of the other Party, without the
            express written permission of the other. For purposes of this
            Section 15.14 only, "Party" shall mean the signatories hereto and
            also include AMFM Inc. and its subsidiaries. Notwithstanding the
            foregoing, AMFMi may offer employment to the following Dialogue
            employees: *****.

      15.15 Warrant. On execution of this Agreement, Dialogue will grant to
            AMFMi a warrant for five percent (5%) of the fully diluted shares of
            Dialogue as set forth in Schedule 3.

      15.16 No Recourse Against Others. No past or present or future director,
            officer, employee, stockholder or incorporator, as such, of a Party
            or any of its affiliates shall have any liability for any
            obligations of the Party under this Agreement or for any claim based
            on, in respect of or by reason of such obligations or their
            creation.


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

                                       17
<PAGE>

            IN WITNESS WHEREOF, the Parties to this Agreement by their duly
authorized representatives have executed this Agreement as of the date first
above written.

AMFM INTERACTIVE INC.                  CYBER DIALOGUE INC.


By: /s/ James E. Burton                By:
    ---------------------------            -------------------------------------

Title: Chief Financial Officer         Title:
       ------------------------               ----------------------------------

Name: James E. Burton                  Name:
      -------------------------              -----------------------------------

_______________________________        _________________________________________
_______________________________        _________________________________________
Attn:__________________________        Attn:____________________________________
Fax:___________________________        Fax:_____________________________________



***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

                                       18
<PAGE>

            IN WITNESS WHEREOF, the Parties to this Agreement by their duly
authorized representatives have executed this Agreement as of the date first
above written.

AMFM INTERACTIVE INC.                  CYBER DIALOGUE INC.


By:                                    By: /s/ Mark Esiri
    ---------------------------            -------------------------------------

Title:                                 Title: CHIEF EXECUTIVE OFFICER
       ------------------------               ----------------------------------

Name:                                  Name: Mark Esiri
      -------------------------              -----------------------------------

_______________________________        _________________________________________
_______________________________        _________________________________________
Attn:__________________________        Attn:____________________________________
Fax:___________________________        Fax:_____________________________________



***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

                                       18
<PAGE>

                                    SCHEDULES

Schedule 1       Fees

Schedule 2       Budgets

Schedule 3       Warrants

Schedule 4       Dialogue Clients



***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


<PAGE>

                                   SCHEDULE I

                                      FEES

AMFMi shall pay Dialogue the following fees:

      For the first three months of the Initial Term, AMFMi shall pay Dialogue's
actually incurred reasonable direct out-of-pocket costs, plus *****.

      For the second three months of the Initial Term, AMFMi shall pay
Dialogue's actually incurred reasonable direct out-of-pocket costs, plus *****.

      For the third three months of the Initial Term, AMFMi shall pay Dialogue's
actually incurred reasonable direct out-of-pocket costs, plus *****.

      For the remaining months of the Initial Term, AMFMi shall pay Dialogue's
actually incurred reasonable direct out-of-pocket costs, plus *****.

      If the Agreement is extended beyond the Initial Term, the parties shall
mutually agree in good faith on the fees to be paid during the Extended Term.


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

<PAGE>

                                   SCHEDULE 2

                                     BUDGETS

AMFMi Customer Management Hardware and Software Budget

All hardware and software purchased or licensed for use as part of the Customer
Management Initiative will be at the sole cost of, and the property of, AMFMi.
The following hardware and software will be acquired at market prices negotiated
by Dialgoue, or licensed on standard terms [where Dialogue provides existing
software code.] All equipment orders will be placed in AMFMi's name and paid
directly by AMFMi, except to the extent that receipt of discounts requires
purchase by Dialogue, in which case Dialogue shall bill AMFMi for the full cost
of such equipment plus a ***** handling fee, with payments for such equipment
due net thirty from the date of billing. Usage fees are summarized below at
Schedule C.

<TABLE>
<CAPTION>
 ----------------------------------------------------------------------------------------------------------
       Component                Hardware                             Software                    Budget
                                                                                                Estimate
----------------------------------------------------------------------------------------------------------
Operational
  Customer
  Database
----------------------------------------------------------------------------------------------------------
<S>                      <C>                               <C>                                <C>
*****
</TABLE>



***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


<PAGE>

                                 Schedule 2 - 2


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.



<PAGE>

Design and Development Budget

Designing, programming and maintaining the architecture for the various elements
of AMFMi's Customer Management Platform. The following budget is an estimate of
a one-time fee, based on Dialogue's engineering rates of ***** per man-day (7
hours). Dialogue's engineering rates represent a blended average of the
fully-loaded (to include salaries, bonuses, benefits and overhead allocation)
costs of professionals primarily dedicated the AMFMi. Third party vendors or
contractors will be charged on a "time and materials basis" with bills submitted
monthly, with a detailed break-down of man-days worked, project status and
materials expended. Total, including contingency, is a "cost not to exceed"
commitment for specified deliverables.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
      Component                     Development                          Maintenance                    Budget
                                                                                                       Estimate
---------------------------------------------------------------------------------------------------------------
 Operational Customer
       Database
---------------------------------------------------------------------------------------------------------------
<S>                     <C>                                  <C>                                     <C>
*****
</TABLE>



***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


<PAGE>

                                   SCHEDULE 3

                                    WARRANTS

--------------------------------------------------------------------------------
Grant                   5,000, representing at least five percent (5%) of the
                        fully diluted shares of the company on the Effective
                        Date
--------------------------------------------------------------------------------
Vesting Schedule        333 vest on signing; 333 vest on the first day of the
                        sixth month of the Initial Term assuming contract not
                        terminated; 334 vest on the twelfth month of the initial
                        Term assuming contract not terminated; 2,000 vest on
                        first day of the Extended Term assuming contract not
                        terminated, 1,000 vest on the 2nd anniversary of the
                        first day of the Extended Term assuming contract not
                        terminated, and 1,000 vest on renewal of the contract
                        past the Extended Term.
--------------------------------------------------------------------------------
Strike Price            $310 per share
--------------------------------------------------------------------------------
Term                    6 years
--------------------------------------------------------------------------------
Rights                  Not applicable
--------------------------------------------------------------------------------


***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.

<PAGE>

                       Schedule 4 - Cyber Dialogue Clients
                              Strictly Confidential

<TABLE>
------------------------------------------------------------------------------------------
<S>                             <C>                           <C>

------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------
About.com
------------------------------------------------------------------------------------------
                                GTE                           Thetrip.com
------------------------------------------------------------------------------------------
                                                              Thomson
------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------
                                IBM-Global  Sm. Bus.          Time Warner
------------------------------------------------------------------------------------------
                                IBM-PSG
------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------
                                IMP
------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------
America Online (AOL)
------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------
                                Lending Tree
------------------------------------------------------------------------------------------
                                                              Vertical Net
------------------------------------------------------------------------------------------
AOL (Canada)
------------------------------------------------------------------------------------------
AOL (Health Channel)            Lycos                         Warner Brothers
------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------
Bank One
------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------
                                                              Women.com
------------------------------------------------------------------------------------------
                                                              Y&R
------------------------------------------------------------------------------------------
                                Modern Media
------------------------------------------------------------------------------------------
                                Modern Media                  Yankelovich
------------------------------------------------------------------------------------------
                                Monsanto
------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------
Capital One                     Multimedia Resources
------------------------------------------------------------------------------------------
Cartoon Network                 NASDAQ
------------------------------------------------------------------------------------------
Cdnow
------------------------------------------------------------------------------------------
                                Netscape
------------------------------------------------------------------------------------------




------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------
CNN
------------------------------------------------------------------------------------------
Compaq                          Organic
------------------------------------------------------------------------------------------
                                Organic
------------------------------------------------------------------------------------------
                                Organic - SF
------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------
DeloitteConsulting
------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------
Discovery
------------------------------------------------------------------------------------------
                                Real Media
------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------
FirstUSA
------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------
Garfield Group
------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------
GE Financial Assurance
------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------
Global Sports
------------------------------------------------------------------------------------------
                                *****
------------------------------------------------------------------------------------------
</TABLE>



***** = Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.