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                                                                   EXHIBIT 10.11


                        E-CENTIVES MARKETPLACE AGREEMENT

This MARKETPLACE AGREEMENT, including the Attachments hereto (the "Agreement"),
is made June 27, 2001, by and between e-centives, Inc. ("e-centives"), a
Delaware corporation with principal offices at 6901 Rockledge Drive, Seventh
Floor, Bethesda, MD 20817 and Vizzavi Europe Limited ("Vizzavi"), an English
company with principal offices at Shell Mex House, 80 Strand, London WC2R 0RJ,
United Kingdom.

                                    RECITALS

e-centives utilizes its technology to provide Internet and mobile telephony
commerce and merchandising services, and Vizzavi desires to retain e-centives to
provide such services for Vizzavi's web sites in accordance with the terms and
conditions of this Agreement.

NOW THEREFORE, e-centives and Vizzavi agree as follows:

                                  GROUP BENEFIT

e-centives acknowledges that all rights granted to Vizzavi hereunder are for the
benefit of Vizzavi and for the additional purpose of conferring the same benefit
on any Vizzavi Group members. e-centives acknowledges that the rights of Vizzavi
and the obligations of e-centives under this Agreement are also respectively
rights of and obligations owed to any Vizzavi Group member and that any loss,
damage, cost or liability incurred by any Vizzavi Group member shall also be and
shall be deemed to have been incurred by Vizzavi which may institute and
maintain legal or other proceedings in its own name against e-centives for
compensation, damages and all other remedies of whatsoever nature in respect
thereof in all respects as if Vizzavi had incurred the same, subject to any
applicable limitations contained in this Agreement. Vizzavi and e-centives may
by agreement amend this Agreement without obtaining the consent of the Vizzavi's
Group, notwithstanding that any such amendment may vary any rights or benefits
conferred on the Vizzavi's Group.

                                    AGREEMENT

In consideration of the foregoing and the mutual promises contained herein the
parties agree as follows:

1.       DEFINITIONS.


         1.1      "CATEGORY" means the category(s) defined in Attachment B.

         1.2      "CONTENT" means any content provided by Vizzavi, including any
                  advertisement to be displayed on the Marketplace or other
                  content provided by Vizzavi pursuant to this Agreement, and
                  delivered in electronic form by Vizzavi to e-centives for use
                  in the Marketplace.

         1.3      "CONTROL PANEL" means the tool used by Vizzavi to customize
                  the configuration of certain features in the e-centives
                  Commerce Engine.


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         1.4      "DATA" means any information provided by e-centives pursuant
                  to this Agreement, including, but not limited to, any Merchant
                  product and price information. This does not include
                  information generated through Vizzavi's internal information
                  processing systems.

         1.5      "EARLY RELEASE DATE" means with respect to each country the
                  date specified as such in the Roll Out Plan.

         1.6      "EARLY RELEASE LAUNCH" means that a Marketplace meets the
                  functional description set out in Attachment B, and is ready
                  for Soft Launch save that notwithstanding e-centives'
                  compliance with its obligations under this Agreement there are
                  insufficient fully integrated Merchants to meet the Merchant
                  recruitment criteria for Soft Launch.

         1.7      "E-CENTIVES COMMERCE ENGINE" means the version of e-centives'
                  proprietary Internet and mobile telephony commerce and
                  merchandising services located on e-centives' servers. The
                  e-centives Commerce Engine shall include the following
                  functionalities:

                  1.7.1    "DEFINITIVE TAXONOMY" means e-centives' list of
                           categories and the hierarchy of those categories.
                           This may change from time to time, at e-centives'
                           sole discretion, as the needs of the market evolve,
                           save to the extent that there is a material impact
                           upon the Categories.

                  1.7.2    "PRODUCT FINDER" means the product search component
                           of the e-centives Commerce Engine that produces
                           search results of merchants' product listings and
                           information.

                  1.7.3    "PRODUCT MERCHANDISER" means the system that can
                           display dynamic, targeted Featured Products through
                           POPs, as defined below.

                  1.7.4    "MERCHANT BOOSTING" means (i), with respect to the
                           Product Finder, the ability to increase the
                           visibility of the product listings of specific
                           Merchants by boosting such Merchants products to the
                           top of the query result set (boosting only applies to
                           products within the same relevance band (i.e., a
                           Merchant's listing can be boosted only if that
                           listing is of greater or equal relevance to another
                           Merchant's listing)); or (ii), with respect to the
                           Product Merchandiser, the ability to increase
                           visibility of specific Merchants in POPs.

                  1.7.5    "MERCHANT SUPPRESSION" means the ability to filter
                           specific Merchants from the Product Finder and
                           Product Merchandiser databases.

         1.8      "E-CENTIVES NETWORK" means the searchable product information
                  database, the contents of which e-centives maintains the right
                  to control and modify in accordance with the terms of this
                  Agreement.

         1.9      "EFFECTIVE DATE" means 26 June 2001.

         1.10     "FEATURED PRODUCT" means a product offer created for and
                  displayed on the Marketplace, mCommerce Service or POPs.

         1.11     "HARD LAUNCH" means that the mCommerce Service meets the
                  functional description set out in Attachment B, and that the
                  Marketplace and, to the extent achieved by e-centives using
                  its best efforts, the mCommerce Service, satisfies at least
                  the following criteria:

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                  1.11.1   In United Kingdom: products from no less than two (2)
                           fully integrated Merchants in each of the fourteen
                           (14) Categories.

                  1.11.2   In France: products from no less than two (2) fully
                           integrated Merchants in each of the fourteen (14)
                           Categories.

                  1.11.3   In Germany: products from no less than two (2) fully
                           integrated Merchants in each of the fourteen (14)
                           Categories.

                  1.11.4   In Netherlands: products from no less than two (2)
                           fully integrated Merchants in each of the fourteen
                           (14) Categories.

         1.12     "MARKETPLACE" means the set of world-wide-web pages hosted by
                  e-centives through which Vizzavi Users shall be able to access
                  the e-centives Commerce Engine.

         1.13     "mCOMMERCE SERVICE" means the WML interface hosted by
                  e-centives through which Vizzavi Users may access the
                  e-centives Commerce Engine. The mCommerce Service provides a
                  reduced service with a subset of Categories and only displays
                  product offers from Merchants as described in Attachment B, as
                  may be amended from time to time by agreement between the
                  parties.

         1.14     "MERCHANT" means any merchant who has entered into an
                  e-centives Merchant Agreement with e-centives and is available
                  to Vizzavi Users through the Marketplace and the mCommerce
                  Service.

         1.15     "MERCHANT FEES" means revenue received by e-centives, from
                  Merchants' Purchase Transaction Fees, Qualified Referrals
                  fees, Omega Search fees or any other revenue model as agreed
                  by and between e-centives and Merchants. Merchant Fees shall
                  be reduced by any credits and allowances necessarily issued by
                  e-centives to Merchants.

         1.16     "OMEGA SERVICES" means an interface to the e-centives Network
                  to be used in conjunction with a Web search query that
                  provides highly targeted product and product category search
                  results.

         1.17     "POINTS OF PURCHASE" or "POPS" means all visual
                  representations and any other direct link to Merchant sites
                  served by e-centives in which certain products are featured in
                  the Marketplace or throughout Vizzavi's site in areas and in a
                  manner authorized by Vizzavi.

         1.18     "PURCHASE TRANSACTION FEES" means charges payable by Merchants
                  to e-centives for each transaction conducted via the
                  Marketplace, the mCommerce Service, or POPs.

         1.19     "QUALIFIED REFERRAL" means a Vizzavi User's click on any link
                  to a Merchant through the Marketplace, mCommerce Service or
                  POPs.

         1.20     "ROLL OUT PLAN" means the deployment of the Services set forth
                  in Attachment B and in accordance with the time frames set
                  forth in Attachment C.

         1.21     "SELLING SYSTEM" means the e-centives web-based proprietary
                  system used to author and publish Featured Products on the
                  Marketplace and POPs.

         1.22     "SERVICE LEVEL AGREEMENT" or "SLA" means the document attached
                  hereto at Attachment E.


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         1.23     "SERVICE CREDITS" means the service credits specified in
                  Attachment E.

         1.24     "SERVICE LEVELS" means the service levels specified in
                  Attachment E.

         1.25     "SERVICES" means the suite of software applications and
                  services provided by e-centives pursuant to the terms of this
                  Agreement in the countries specified in Attachment A,
                  comprising each of the applications listed in Attachment B,
                  and the training, support, merchant recruitment and other
                  services provided by e-centives pursuant to Section 4.

         1.26     "SOFT LAUNCH" means that the Marketplace satisfies at least
                  the following criteria:

                  1.26.1   In United Kingdom: products from no less than two (2)
                           fully integrated Merchants in twelve (12) of the top
                           fourteen (14) Categories.

                  1.26.2   In France: products from no less than two (2) fully
                           integrated Merchants in four (4) of the top seven (7)
                           Categories.

                  1.26.3   In Germany: products from no less than two (2) fully
                           integrated Merchants in four (4) of the top seven (7)
                           Categories.

                  1.26.4   In Holland: products from no less than two (2) fully
                           integrated Merchants in three (3) of the top seven
                           (7) Categories.

         1.27     "TARGET LAUNCH DATE" means with respect to each country the
                  date specified as such in the Roll Out Plan.

         1.28     "VIZZAVI GROUP" means the group comprising of Vizzavi Limited
                  (proposed to be re-named Vizzavi Europe Group plc) and Vizzavi
                  Europe Holdings B.V. (together "VIZZAVI PORTAL") and any
                  subsidiaries of either Vizzavi Limited or Vizzavi Europe
                  Holdings B.V. from time to time. The term "subsidiary" shall
                  have the meaning given to such term in Section 736 of the
                  Companies Act 1985 (as amended). Vizzavi Portal is an
                  independently managed joint venture jointly owned by Vodafone
                  European Portal Limited and VivendiNet UK Limited.

         1.29     "VIZZAVI USER" means an end user of Vizzavi.

         1.30     "VIZZAVI SITE" means website(s) owned and operated by or on
                  behalf of Vizzavi providing access to the Marketplace and
                  listed in Attachment A.

         1.31     "WORKING DAY" means 08.30 to 17.30 Monday to Friday UK time,
                  excluding public holidays in England.

2.       THE SERVICES.


         2.1      FUNCTIONALITY. e-centives shall provide to Vizzavi the
                  functionality set forth in this Agreement and Attachment B.

         2.2      IMPLEMENTATION.

                  2.2.1    e-centives shall configure and launch each
                           Marketplace and mCommerce Service in accordance with
                           the Roll Out Plan. Vizzavi shall provide access to
                           key decision


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                           makers as reasonably required by e-centives to
                           configure and launch each Marketplace and mCommerce
                           Service.

                  2.2.2    Once e-centives has in writing notified Vizzavi that
                           (for Early Release Launch) the Marketplace and (for
                           Hard Launch) the mCommerce Service has been
                           successfully configured and is ready for Early
                           Release Launch or Hard Launch (each a "Configuration
                           Launch Deliverable"), Vizzavi shall with the
                           reasonable assistance of e-centives promptly perform
                           its own reasonable quality assurance testing to
                           establish whether that Marketplace and (where
                           applicable) mCommerce Service operates in all
                           material respects with the functionality set forth in
                           Attachment B ("Acceptance Testing") provided always
                           that e-centives shall not notify Vizzavi pursuant to
                           this Section 2.2.2 in relation to the Early Release
                           Launch earlier than ten (10) working days prior to
                           the Early Release Date. e-centives shall ensure that
                           Vizzavi has at least ten (10) working days to perform
                           Acceptance Testing prior to the Early Release Date
                           for the Marketplace and the Hard Launch Target Launch
                           Date for the mCommerce Service identified in the Roll
                           Out Plan.

                  2.2.3    Once e-centives has in writing notified Vizzavi that
                           the Marketplace and (where applicable) the mCommerce
                           Service is ready for Soft Launch or Hard Launch (each
                           a "Merchant Launch Deliverable" and together with the
                           Configuration Launch Deliverables, the "Launch
                           Deliverables"), Vizzavi shall with the reasonable
                           assistance of e-centives promptly perform its own
                           reasonable quality assurance testing to establish
                           whether that Marketplace and (where applicable)
                           mCommerce Service meets the criteria for Soft Launch
                           or Hard Launch, as the case may be ("Merchant
                           Verification Testing"). e-centives shall ensure that
                           Vizzavi has at least five (5) working days to perform
                           Merchant Verification Testing prior to the Target
                           Launch Date identified in the Roll Out Plan for the
                           Marketplace and (where applicable) the mCommerce
                           Service.

                  2.2.4    Provided that the Launch Deliverable passes
                           Acceptance Testing or Merchant Verification Testing
                           (as applicable), Vizzavi shall in writing notify
                           e-centives that it has accepted that Launch
                           Deliverable ("Acceptance"). Upon Acceptance
                           e-centives will make the production Marketplace URL
                           and (for Hard Launch) the mCommerce Service URL
                           (together with the Marketplace URL, the "URLs")
                           available to Vizzavi. Without prejudice to any other
                           rights of Vizzavi under this Agreement or otherwise,
                           e-centives shall when required by Vizzavi make the
                           URLs available to Vizzavi notwithstanding that a
                           Launch Deliverable has failed Acceptance Testing, and
                           Vizzavi reserves the right to implement that Launch
                           Deliverable in such circumstances provided that if
                           Vizzavi makes any Launch Deliverable available to
                           Vizzavi Users then, notwithstanding that Vizzavi has
                           not Accepted that Launch Deliverable, Vizzavi shall
                           be deemed to have Accepted that Launch Deliverable
                           pursuant to this Section 2.2.4.

                  2.2.5    If the Launch Deliverable shall fail Acceptance
                           Testing or Merchant Verification Testing, Vizzavi
                           shall notify e-centives in sufficient detail in
                           writing of the grounds of such failure, and
                           e-centives shall remedy such failure within sixty
                           (60) days of Vizzavi's notification of Acceptance
                           Testing or Merchant Verification Testing failure.

         2.3      UPGRADES. During the Term of this Agreement, e-centives shall
                  provide to Vizzavi, at no charge, any enhancements, features,
                  or functionality for the applications comprising the

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                  Services that are generally available to all e-centives'
                  customers as soon as such enhancements, features, or
                  functionality become commercially available as part of
                  e-centives' standard product offering upgrades. During the
                  Term of the Agreement, any such additional products, features
                  or functionality that e-centives makes commercially available
                  for additional fees shall be made available to Vizzavi upon
                  most favored customer terms.

         2.4      ACCESS

                  2.4.1    Vizzavi will use its best efforts to install and
                           prominently display links from the Vizzavi Site to
                           the Marketplace (each a "Link"). Vizzavi will
                           maintain the Vizzavi Site, promote the Marketplace,
                           and encourage visitors to the Vizzavi Site to follow
                           Links to the Marketplace on a continuing basis.

                  2.4.2    Subject to the terms and conditions of this
                           Agreement, e-centives hereby grants Vizzavi the right
                           to use the Data only for its own internal business
                           purposes. Vizzavi may not use the Data for any other
                           purpose and the Data shall be deemed Proprietary
                           Information of e-centives (as defined herein).

                  2.4.3    Unless otherwise provided in this Agreement, Vizzavi
                           and Vizzavi Users will be fully responsible for all
                           the necessary hardware, software, connections to the
                           Internet, and other items needed for accessing the
                           e-centives Commerce Engine, and all costs associated
                           therewith.


         2.5      GRANT OF LICENSE. e-centives hereby grants Vizzavi a
                  worldwide, non-exclusive, non-sub-licensable, revocable
                  license to use, without modification, the Services,
                  exclusively for service through the Vizzavi Site (save that
                  Vizzavi shall not actively promote the Services for broadband
                  use during the first year of this Agreement and if during that
                  period the parties become aware that broadband traffic through
                  the Vizzavi Site is overwhelming e-centives' ability to
                  provide the Services in accordance with this Agreement, the
                  parties shall work together to agree a plan to resolve the
                  problem.). This license shall expire upon the termination of
                  this Agreement. Vizzavi may not modify, copy, distribute,
                  reproduce, use or allow access to any component of the
                  e-centives Commerce Engine except as explicitly permitted
                  under this Agreement. All rights not expressly granted to
                  Vizzavi are retained by e-centives or its licensors.

         2.6      CONTENT LICENSE. Vizzavi grants e-centives a worldwide,
                  non-exclusive, royalty-free revocable license during the term
                  of this Agreement to use, reproduce, electronically
                  distribute, publicly display, and publicly perform the Content
                  solely as strictly necessary to perform its obligations to
                  Vizzavi pursuant to this Agreement. e-centives acknowledges
                  that e-centives will not acquire any right, title or interest
                  in or to the Content, except for the licenses provided herein.
                  All rights not expressly granted to e-centives are retained by
                  Vizzavi or its licensors.

         2.7      mCOMMERCE LICENSE. e-centives hereby grants Vizzavi a
                  worldwide, non-exclusive, non-sub-licensable, revocable
                  license to use, without modification, the Services,
                  exclusively for mobile telephony service in the United
                  Kingdom, France, the Netherlands and Germany.

         2.8      ON-LINE REPORTING. Vizzavi will have access to e-centives'
                  on-line reporting system. The standard reports and contents
                  thereof are set forth in Attachment B.

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         2.9      SERVICE LEVELS.

                  2.9.1.   Throughout the Term, e-centives shall provide the
                           Services at least at the Service Levels. e-centives
                           shall provide any new services at mutually
                           agreed-upon new service levels, if any, applicable to
                           such new services.

                  2.9.2    If at any time after the Effective Date the Services
                           are not supplied in accordance with the Service
                           Levels, e-centives shall, without prejudice to
                           Vizzavi's other rights and remedies solely for
                           material loss:

                           2.9.2.1  credit Vizzavi with Service Credits as set
                                    forth in the SLA (which shall take effect as
                                    an adjustment to the charges payable by
                                    Vizzavi pursuant to Section 3);

                           2.9.2.2  arrange all additional resources necessary
                                    to perform the Services in accordance with
                                    the Service Levels as soon as possible and
                                    at no additional charge to Vizzavi; and

                           2.9.2.3  use all reasonable efforts to promptly
                                    remedy the cause of non-performance.

                          Vizzavi and e-centives both acknowledge and confirm
                          that the Service Credits shall be regarded as an
                          abatement of charges calculated as a reasonable
                          estimate of the immaterial loss suffered by Vizzavi as
                          a result of e-centives' failure to meet the Service
                          Levels and shall not be regarded as onerous or a
                          penalty.

         2.10     OMEGA SERVICES. e-centives shall as required by Vizzavi from
                  time to time provide the Omega Services for the fees set forth
                  on Attachment C, provided, however, that Vizzavi must first
                  submit to e-centives all necessary information reasonably
                  requested, including, but not limited to, its search logs to
                  enable e-centives to map the Omega results. Vizzavi shall
                  promote the Omega Services as set forth on Attachment A.


3.       PAYMENTS.

         3.1      LICENSE FEES. Vizzavi shall pay e-centives an annual License
                  Fee as set forth on Attachment C for Vizzavi's use of the
                  Services.


         3.2      MERCHANT FEES. Within six (6) working days after the close of
                  each calendar month, e-centives will report in good faith to
                  Vizzavi on an itemized basis those Merchant Fees arising
                  during that calendar month that have been reported to
                  e-centives.


         3.3      In relation to each Marketplace, e-centives shall after the
                  first anniversary of the date that is the mid-point between
                  the Soft Launch and the Hard Launch of that Marketplace be
                  entitled to retain the percentage of Merchant Fees as set
                  forth on Attachment C. In relation to Omega Services,
                  e-centives shall immediately following the Soft Launch of that
                  Marketplace be entitled to retain the percentage of Merchant
                  Fees arising thereafter as set forth on Attachment C. Without
                  prejudice to the foregoing, all Merchant Fees shall from the
                  Effective Date be paid by e-centives to Vizzavi within sixty
                  (60) days of invoice from Vizzavi.


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         3.4      Unless otherwise expressly stated in this Agreement, all
                  payments under this Agreement shall be paid within thirty (30)
                  days of receipt of a valid invoice relating thereto.


         3.5      Each party shall be responsible for and shall pay when due all
                  sales, use and other taxes and similar charges based on or
                  arising from payments made by such party under this Agreement,
                  other than taxes based on the other party's income. Without
                  prejudice to the parties other rights and remedies late
                  payments will where not subject to bona fide dispute bear
                  interest on a day to day basis (as well after as before any
                  judgment) from the date or last date for payment thereof to
                  the date of actual payment (both dates inclusive) at the rate
                  of one percent (1%) above the base rate of National
                  Westminster Bank plc from time to time in force.

4.       ADDITIONAL SERVICES.

         4.1      MERCHANT RECRUITMENT. e-centives shall ensure that each
                  Marketplace and mCommerce Service at all times following Soft
                  Launch, and thereafter following Hard Launch, (each referred
                  to hereafter in this Section 4 as "LAUNCH") has at least the
                  Category coverage required for Launch. e-centives shall use
                  its best efforts to itself contract with on reasonable
                  commercial terms and fully integrate (within 11 working days
                  of the receipt of materially correctly formatted PML files)
                  products from no less than eight (8) additional Merchants per
                  country per quarter from Soft Launch in the United Kingdom,
                  Germany and France and five (5) additional Merchants per
                  quarter from Soft Launch in the Netherlands, and make them
                  available for use on the Vizzavi Site. This obligation to
                  recruit additional Merchants shall continue such that a
                  minimum of seventy (70) Merchants with products available in
                  each of the United Kingdom, Germany, and France is maintained,
                  and forty (40) in the Netherlands. If the number of Merchants
                  signed and integrated in any country in any quarter exceeds
                  this minimum, such number shall be applied toward that
                  country's future Merchant recruitment commitments. Without
                  prejudice to such obligation upon e-centives, e-centives shall
                  use its best efforts to recruit entities specified from time
                  to time in good faith by Vizzavi provided that Vizzavi shall
                  not be obliged to specify any such entities. Vizzavi's initial
                  specifications for e-centives' Merchant recruitment as at the
                  Effective Date are set out in Attachment F.

                  Without prejudice to the foregoing, the parties acknowledge
                  that Vizzavi shall have the right to exclude any Merchant from
                  any Marketplace or mCommerce Service wherever reasonable and
                  such Merchant shall not be deemed to be a Merchant recruited
                  by e-centives for the purposes of calculating e-centives
                  attainment of the above targets.

                  Notwithstanding any provision of this Agreement and subject to
                  the conditions in this Section, Vizzavi may negotiate on its
                  own with any entity, including any existing Merchant,
                  regarding terms for Vizzavi Users and fees due to Vizzavi for
                  inclusion in the e-centives Network provided to Vizzavi
                  hereunder. e-centives shall reflect these terms in its
                  contractual arrangements with the Merchants, provided such
                  terms do not have a materially detrimental effect upon
                  e-centives' standard merchant terms as provided to Vizzavi
                  from time to time. If so required by Vizzavi, e-centives shall
                  not negotiate directly with any entity with respect to the
                  Vizzavi Marketplace and mCommerce Service and if such
                  requirement by Vizzavi significantly reduces available
                  merchant prospects to e-centives, there shall be a reasonable
                  reduction in the Merchant recruitment targets provided above
                  as agreed in good faith between the parties at the relevant
                  time.

         4.2      MERCHANT BOOSTING AND MERCHANT SUPPRESSION. With respect to
                  Product Finder, Vizzavi may designate those Merchants it
                  wishes to boost or suppress within the Product Finder search
                  results under the following guidelines: Vizzavi shall provide
                  e-centives with a list of the


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                  Merchants to be affected once a month on or before the last
                  business day of each month. Vizzavi may designate additional
                  merchants more frequently than once a month per country (twice
                  per month per country during each of November and December)
                  for the additional fees as set forth on Attachment C.
                  e-centives shall provide the Services in accordance with
                  Attachment B.

         4.3      POPS. With respect to Product Merchandiser, Vizzavi may
                  designate those Merchants and/or Featured Products it wishes
                  to boost in POPs. e-centives shall provide the Services in
                  accordance with Attachment B.

         4.4      TRAINING. e-centives shall provide to Vizzavi the training
                  services set forth in Attachment B.

         4.5      SUPPORT, MAINTENANCE AND CUSTOMER CARE. e-centives shall
                  provide to Vizzavi the support, maintenance and customer care
                  services set forth in Attachment B in accordance with
                  Attachment E.

5.       WARRANTIES AND DISCLAIMERS.

         5.1      VIZZAVI WARRANTIES. Vizzavi warrants that: (i) it has full
                  power and authority to enter into and is able to fulfill its
                  obligations under this Agreement; (ii) it will use all
                  commercially reasonable efforts to facilitate e-centives'
                  fulfillment of its obligations under this Agreement; and (iii)
                  it will seek all necessary governmental approvals required to
                  effectuate this Agreement. Without limiting the generality of
                  the foregoing, Vizzavi warrants to e-centives that it has the
                  right to provide e-centives with the Content and that such
                  Content will not violate any applicable laws or regulations,
                  including without limitation, copyright, trademark, obscenity,
                  privacy and defamation laws.

         5.2      E-CENTIVES WARRANTIES. e-centives warrants that (i) it has
                  full power and authority to enter into and is able to fulfill
                  its obligations under this Agreement; (ii) in providing
                  written notification pursuant to Section 10.8.1 it is fully
                  satisfied that Vizzavi is able to fulfill its financial
                  obligations under this Agreement; (iii) that it shall perform
                  the Services in accordance with all applicable laws or
                  regulations; (iv) that it shall provide the Services with
                  reasonable skill and care; (v) that the content and materials
                  of the Services, including without limitation the Marketplace
                  and excluding the Content, will not violate any applicable
                  laws or regulations, including without limitation, copyright,
                  trademark, obscenity, privacy and defamation laws; and (vi)
                  that the Services will comply in all material respects with
                  the functional specifications set out in Attachment B.
                  e-centives does not warrant that the e-centives Commerce
                  Engine will meet all of Vizzavi's requirements or that
                  performance of the e-centives Commerce Engine will be
                  uninterrupted or error-free.

         5.3      FINANCIAL OBLIGATIONS WARRANTY. Each party warrants that it
                  will not take any willful or intentional steps or measures to
                  avoid its financial obligations as set forth in this
                  Agreement.

         5.4      THE WARRANTIES SET OUT IN THIS SECTION 5 ARE EXCLUSIVE AND IN
                  LIEU OF ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS,
                  IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION
                  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE,
                  AND NONINFRINGEMENT.


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6.       INDEMNIFICATION

         6.1      VIZZAVI INDEMNITY. Vizzavi shall defend and/or settle, and
                  hold e-centives harmless against any losses, costs, damages or
                  expenses (including reasonable legal fees on a solicitor and
                  client basis) actually incurred arising in connection with (i)
                  the services provided by Vizzavi through the Vizzavi Site or
                  representations, claims or statements pertaining thereto; and
                  (ii) which, if true, would constitute a breach of any warranty
                  made by Vizzavi under Section 5.1, 5.3 or 8, provided, that
                  e-centives promptly notifies Vizzavi in writing of any such
                  claim and promptly tenders the sole control of the defense and
                  settlement of any such claim to Vizzavi at Vizzavi's expense
                  and with Vizzavi's choice of counsel. e-centives shall
                  cooperate with Vizzavi, at Vizzavi's expense, in defending or
                  settling such claim. Vizzavi shall not reimburse e-centives
                  for any expenses incurred by e-centives without the prior
                  written approval of Vizzavi, which shall not be unreasonably
                  withheld or delayed.

         6.2      E-CENTIVES INDEMNITY. e-centives shall defend and/or settle,
                  and hold Vizzavi harmless against any losses, costs, damages
                  or expenses (including reasonable legal fees on a solicitor
                  and client basis) arising in connection with (i) any breach of
                  any warranty made by e-centives under Section 5.2 or 5.3; (ii)
                  any act or omission by e-centives beyond the limited right of
                  use granted by Vizzavi pursuant to Section 8; or (iii) any
                  third party claim brought against Vizzavi alleging any part of
                  the Services infringes the rights of any third party; provided
                  that Vizzavi promptly notifies e-centives in writing of any
                  such claim and promptly tenders the sole control of the
                  defense and settlement of any such claim to e-centives at
                  e-centives' expense and with e-centives' choice of counsel.
                  Vizzavi shall cooperate with e-centives, at e-centives'
                  expense, in defending or settling such claim and Vizzavi may
                  join in defense with counsel of its choice at its own expense.
                  e-centives shall not reimburse Vizzavi for any expenses
                  incurred by Vizzavi without the prior written approval of
                  e-centives, which shall not be unreasonably withheld or
                  delayed.

7.       PROPRIETARY RIGHTS.


         7.1      Vizzavi acknowledges that, as between the parties, e-centives
                  retains all right, title, and interest in and to the
                  e-centives Commerce Engine and all components thereof,
                  including but not limited to the Marketplace (except Content),
                  the Data, the Selling System, the Control Panel, the Activity
                  Information, the mCommerce Service and Omega Services.

         7.2      Nothing in this Agreement shall give Vizzavi any right or
                  license to (except pursuant to Sections 2.4.2, 2.5 and 2.7)
                  use, reproduce, display or distribute (electronically or
                  otherwise) the e-centives Commerce Engine and all components
                  thereof, including but not limited to the Selling System,
                  on-line Reporting System and the Control Panel. Vizzavi shall
                  not decompile or reverse engineer anything e-centives provides
                  to Vizzavi hereunder or in any way attempt to derive source
                  code therefrom.

         7.3      e-centives reserves the right to reasonably display e-centives
                  and/or third party copyright notices, trademarks, logos,
                  slogans and other identifiers and notices on the Marketplace,
                  the mCommerce Service, the on-line Reporting System, the
                  Selling System and the Control Panel.

8.       LOGOS. VIZZAVI HEREBY GRANTS E-CENTIVES THE RIGHT TO USE ANY VIZZAVI
         TRADEMARKS AND LOGOS AS STRICTLY NECESSARY TO PERFORM THE


                                       10

<Page>

         SERVICES IN ACCORDANCE WITH THIS AGREEMENT. E-CENTIVES SHALL ONLY
         OTHERWISE USE VIZZAVI'S TRADEMARKS AND LOGOS WITH THE PRIOR WRITTEN
         APPROVAL OF VIZZAVI. USE OF THE VIZZAVI TRADEMARKS HEREUNDER AND ANY
         ASSOCIATED GOODWILL SHALL INURE SOLELY TO VIZZAVI. VIZZAVI HEREBY
         WARRANTS TO E-CENTIVES THAT E-CENTIVES' USE OF SUCH TRADEMARKS AND
         LOGOS PURSUANT TO THIS SECTION 8 WILL NOT INFRINGE ANY THIRD PARTY'S
         RIGHTS.


9.       E-CENTIVES COMMERCE ENGINE ACTIVITY INFORMATION. e-centives shall
         provide Vizzavi with aggregate data pertaining to Vizzavi Users' access
         to the Marketplace, including such data as date and time of visit,
         pages viewed, and time spent at the Marketplace ("Activity
         Information") collected by e-centives during the term of this Agreement
         in accordance with requirements set out in Attachment B. Vizzavi may
         use and disclose such information, in aggregate form only, for any
         purpose. Vizzavi may use such information in non-aggregate form only
         for its internal business purposes.

10.      TERM AND TERMINATION OF AGREEMENT.

         10.1     Unless terminated earlier as provided below, this Agreement
                  shall have an initial term extending from the Effective Date
                  for a period of two (2) years (the "Initial Term"), with an
                  automatic extension to the third anniversary of the Hard
                  Launch of the final Marketplace identified in Attachment C
                  (collectively, the "Term"). To the extent that the Term in
                  respect of any Marketplace is greater than three (3) years
                  following Hard Launch, Vizzavi shall pay to e-centives fees as
                  set forth in Attachment C pro-rated for the period that such
                  Term exceeds three (3) years.

         10.2     Either party may terminate this Agreement (i) on notice if the
                  other party breaches any of its material obligations hereunder
                  and in the case of remediable breach fails to cure such breach
                  within thirty (30) days of written notice thereof; or (ii) if
                  the other party shall become insolvent (except for the
                  purposes of corporate restructuring or amalgamation) under
                  applicable laws.

         10.3     Vizzavi may on no less than ninety (90) days' written notice
                  to e-centives, to expire no earlier than the expiry of the
                  Initial Term, terminate this Agreement for convenience with
                  effect from (i) any date following expiry of the Initial Term;
                  or (ii) in respect of each Marketplace and mCommerce Service,
                  the second anniversary of the Hard Launch of each such
                  Marketplace and mCommerce Service.

         10.4     Without prejudice to Section 10.3, Vizzavi may terminate this
                  Agreement for convenience at any time upon written notice to
                  e-centives provided that if such termination shall take
                  effect:

                  10.4.1   during the Initial Term, Vizzavi shall pay to
                           e-centives a sum equal to the difference between the
                           License Fees already paid by Vizzavi and the License
                           Fees payable for the period up to the expiry of the
                           Initial Term; or

                  10.4.2   after the expiry of the Initial Term, Vizzavi shall
                           pay to e-centives a sum equal to the License Fees
                           payable for the period of up to ninety (90) days
                           immediately following service of notice by Vizzavi
                           (such figure to be determined by reference to the
                           period of notice actually given by Vizzavi), in lieu
                           of ninety (90) days' notice of termination by
                           Vizzavi.

                                       11

<Page>


         10.5     Vizzavi may at any time by notice in writing terminate this
                  Agreement as from the date of service of such notice if
                  e-centives agrees a change of control, as defined by Section
                  416 of the Income and Corporation Taxes Act 1988, in
                  e-centives such that e-centives will be controlled by a
                  competitor of Vizzavi. Vizzavi shall only be permitted to
                  exercise its rights pursuant to this Section 10.5 for six (6)
                  months after any such change of control occurs and shall not
                  be permitted to exercise such rights where Vizzavi has agreed
                  in advance in writing to the particular change of control and
                  such change of control takes place as proposed. e-centives
                  shall provide to Vizzavi reasonable notice prior to any change
                  of control taking place.

         10.6     In the event of termination of this Agreement for any reason:
                  (i) unless otherwise expressly stated to the contrary in this
                  Agreement, e-centives shall reimburse to Vizzavi any advance
                  payments made by Vizzavi in respect of any period(s) following
                  termination; (ii) all license rights granted under this
                  Agreement shall terminate; (iii) each party shall immediately
                  pay to the other party all amounts due and outstanding as of
                  the date of such termination; (iv) e-centives shall provide
                  such transition assistance as may be required by Vizzavi and
                  may charge Vizzavi at its then standard rates; and (v) each
                  party shall return to the other party, or destroy and certify
                  the destruction of, all Proprietary Information of the other
                  party.

         10.7     Sections 1, 5, 6, 7, 10.7, 11, 12, 13 and 14 will survive any
                  termination or expiration of this Agreement. Termination of
                  this Agreement shall be without prejudice to the accrued
                  rights of either party.

         10.8.    Condition Precedent

                  10.8.1   The parties' rights and obligations under this
                           Agreement other than with regard to Section 12
                           (Confidentiality), are conditional upon:

                           10.8.1.1 e-centives within seven (7) days of the
                                    Effective Date notifying Vizzavi in writing
                                    that e-centives is satisfied that Vizzavi is
                                    able to meet its financial obligations
                                    herein; and

                           10.8.1.2 the Consulting Services Agreement of even
                                    date herewith between the parties hereto
                                    becoming unconditional pursuant to Section
                                    4.1.1 thereof.

                  10.8.2    Vizzavi shall make reasonably sufficient information
                            available to e-centives to facilitate this Agreement
                            becoming unconditional pursuant to Section 10.8.1.

11.      LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
         LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF EITHER PARTY ARISING OUT
         OF THIS AGREEMENT EXCEED THE AMOUNT PAYABLE TO E-CENTIVES BY VIZZAVI
         UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
         LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS OR REVENUES, OR
         FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
         INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF
         LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, TORT, PRODUCTS
         LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT IT WAS
         OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
         THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
         PURPOSE OF

                                       12

<Page>

         ANY LIMITED REMEDY. THIS SECTION 11 SHALL NOT APPLY TO (I) THE
         INDEMNITIES SET OUT IN SECTION 6; (II) TO THE LIABILITY OF EITHER PARTY
         ARISING IN CONNECTION WITH SECTION 12; (III) TO EITHER PARTY'S
         LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM NEGLIGENCE; OR (IV)
         TO EITHER PARTY'S LIABILITY FOR FRAUDULENT MISREPRESENTATION.

12.      CONFIDENTIALITY. Each party, including its agents, directors, officers,
         partners, employees, and representatives, agrees that all code,
         inventions, algorithms, know-how and ideas and all other business,
         technical and financial information they obtain from the other are the
         confidential property of the disclosing party ("PROPRIETARY
         INFORMATION" of the disclosing party). Except as expressly and
         unambiguously allowed herein, the receiving party will hold in
         confidence and not use or disclose any Proprietary Information of the
         disclosing party. The receiving party shall not be obligated under this
         Section 12 with respect to information the receiving party can
         document: (i) is or has become readily publicly available without
         restriction through no fault of the receiving party or its employees or
         agents; or (ii) is received without restriction from a third party
         lawfully in possession of such information and lawfully empowered to
         disclose such information; (iii) is rightfully in the possession of the
         receiving party without restriction prior to its disclosure by the
         other party; or (iv) is independently developed by the receiving party
         without use of the disclosing party's Proprietary Information. The
         receiving party may make disclosures required by law, regulation or
         court or regulatory order provided the receiving party uses reasonable
         efforts to limit disclosure and to obtain confidential treatment. The
         parties acknowledge that breach of this Section 12 by the receiving
         party shall cause the disclosing party irreparable harm and therefore,
         without prejudice to any other remedies, the disclosing party shall be
         entitled to equitable or injunctive relief as a remedy for such breach.

13.      AUDIT.

         13.1     Vizzavi's reputable third-party independent auditing firm
                  shall be entitled to inspect and audit e-centives' books of
                  account, invoices, and all supporting documentation relating
                  to e-centives' business with Vizzavi in connection with the
                  Services (the "Records") once every six (6) months during the
                  Term and for twelve (12) months afterwards on not less than
                  ten (10) working days written notice at any time during normal
                  business hours.

         13.2     Should any such audit or inspection of the Records reveal that
                  Vizzavi has been overcharged or underpaid, e-centives shall
                  reimburse or pay, as the case may be, to Vizzavi the amount of
                  the overcharge or underpayment within fourteen (14) days of
                  receipt of notice.

         13.3     Should the audit reveal that Vizzavi has been overcharged or
                  underpaid by five percent (5%) or more during the period
                  covered by the audit, e-centives shall reimburse Vizzavi for
                  the reasonable costs of the audit.

         13.4     e-centives will afford to Vizzavi all reasonable assistance
                  and subject to Section 13.3 at Vizzavi's expense in the
                  carrying out of such audit, whilst Vizzavi and its auditor
                  will ensure that any information obtained in the course of the
                  audit concerning e-centives' business is kept in the strictest
                  confidence and not used for any purpose other than the proper
                  conduct of the audit.


                                       13

<Page>

14       GENERAL.

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

         14.2     Each party shall be excused from delay or failure in
                  performance caused by anything beyond such party's reasonable
                  control, including, without limitation, acts of God,
                  government action, compliance with laws, regulations, network
                  failures, error in the coding of electronic files, or software
                  limitations (where not provided pursuant to this Agreement),
                  or inability to obtain telecommunications services.

         14.3     All notices under this Agreement shall be in writing, and
                  shall be deemed given when personally delivered, when sent by
                  confirmed fax, or five (5) days after being sent by prepaid,
                  certified or registered mail to the address of the party to be
                  noticed as set forth herein or such other address as such
                  party last provided to the other by written notice.

         14.4     Neither party shall have any right or ability to assign,
                  transfer, or sublicense any obligations or benefit under this
                  Agreement without the written consent of the other, which
                  shall not be unreasonably withheld or delayed, and any such
                  attempt shall be void.

         14.5     The failure of either party to enforce its rights under this
                  Agreement at any time for any period shall not be construed as
                  a waiver of such rights.

         14.6     This Agreement supersedes all proposals, oral or written, all
                  negotiations, conversations, or discussions between or among
                  parties relating to the subject matter of this Agreement and
                  all past dealing or industry custom (unless made
                  fraudulently). No changes, modifications, or waivers
                  ("Changes") are to be made to this Agreement unless evidenced
                  in writing and signed for and on behalf of both parties. All
                  documents comprising Changes must be appended to this
                  Agreement.

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

         14.8     This Agreement shall be governed by and construed in
                  accordance with the laws of England and Wales and the parties
                  submit to the non-exclusive jurisdiction of the English
                  courts.

         14.9     Subject to the rights granted to the Vizzavi Group hereunder,
                  a person who is not party to this Agreement shall have no
                  rights under the Contracts (Rights of Third Parties) Act 1999
                  to enforce any of the terms of this Agreement.


                                       14

<Page>

         14.10    Headings herein are for convenience of reference only and
                  shall in no way affect interpretation of the Agreement.

         14.11    In the event of any inconsistency between the terms and
                  conditions of this Agreement and the Attachments, the terms
                  and conditions shall prevail, but only to the extent of the
                  inconsistency.


IN WITNESS WHEREOF, the parties hereto have authority to execute this Agreement
as of the date first above written.

VIZZAVI EUROPE LIMITED                      E-CENTIVES, INC.

Signature: /s/ EVAN NEWMARK                 Signature: /s/ KAMRAN AMJADI
           -----------------------                     ------------------------
Name:      Evan Newmark                     Name:      Kamran Amjadi
Title:     Chief Executive Officer          Title:     Chief Executive Officer
Date:      July 2, 2001                     Date:      June 27, 2001


                                       15

<Page>

                                  ATTACHMENT A

                        VIZZAVI WEBSITE(S) AND PROMOTION

The web sites located at http://www.vizzavi.co.uk/, http://www.vizzavi.nl/,
http://www.vizzavi.fr/, http://www.vizzavi.de/ and such other successor or other
web site(s) owned or operated by Vizzavi in the United Kingdom, France, the
Netherlands and Germany.

Promotion of the Marketplace:

Throughout the Term of this Agreement, Vizzavi shall use commercially reasonable
efforts to:

1.       Promote the Marketplace by providing permanent navigational and other
         promotional links in prominent positions;

2.       Use contextual POPs throughout other sections and pages of its web
         sites to promote specific products and general shopping services;

3.       Develop a marketing programme to promote the Vizzavi shopping
         experience powered by e-centives; and

4.       Work with e-centives to develop a merchant recruitment programme.

Unless otherwise determined by Vizzavi in its reasonable commercial discretion,
results from the Omega Services shall be visible above the fold on the first
page of all Search results.

Vizzavi will use its best efforts to encourage local Vizzavi Group members to
provide adequate office space and Internet and telephone access in their offices
to e-centives' sales personnel for a limited period of time in preparation for
Soft Launch as reasonably agreed between the parties.




<Page>


                                  ATTACHMENT B

                        FUNCTIONALITY FOR THE MARKETPLACE








<Page>


                                  ATTACHMENT C

                                      FEES


<Table>
<S>                                                    <C>
LICENSE FEE: FOUR NATION, THREE-YEAR PACKAGE: UNITED KINGDOM, FRANCE, HOLLAND AND GERMANY

                                                       o    $725,000 FOR ALL FOUR COUNTRIES FOR ONE YEAR OF SERVICES POST THE DATE
                                                            THAT IS THE MID-POINT BETWEEN THE SOFT LAUNCH AND THE HARD LAUNCH IN
                                                            EACH COUNTRY

                                                       o    DUE AND PAYABLE IN TWELVE EQUAL INSTALLMENTS OF $60,416.66, UPON THE
                                                            EARLY RELEASE LAUNCH, SOFT LAUNCH AND HARD LAUNCH FOR EACH COUNTRY

                                                       o    $112,500 FOR EACH COUNTRY FOR ONE YEAR OF SERVICES IN YEARS TWO AND
                                                            THREE FOLLOWING THE ANNIVERSARY OF THE DATE THAT IS THE MID-POINT
                                                            BETWEEN THE SOFT LAUNCH AND THE HARD LAUNCH FOR EACH COUNTRY, DUE AND
                                                            PAYABLE ON SUCH ANNIVERSARY DATE FOR EACH COUNTRY

VIZZAVI CUSTOMIZED GIF POPS DESIGN FEE:                $20,000 PER POP

ADDITIONAL MERCHANT BOOSTING/SUPPRESSION:              $5,000 PER ADDITIONAL IMPLEMENTED REQUEST FOR CHANGE TO CONFIGURATION

MERCHANT FEES:                                         TOTAL 20% REVENUE SHARE OF PURCHASE TRANSACTION FEES OR QUALIFIED REFERRAL
                                                       FEES TO E-CENTIVES

OMEGA SERVICES FEES:                                   TOTAL 50% REVENUE SHARE OF PURCHASE TRANSACTION FEES OR QUALIFIED REFERRAL
                                                       FEES DIRECTLY CONNECTED TO OMEGA SEARCHES TO E-CENTIVES

ADDITIONAL COUNTRIES:                                  AS REQUIRED BY VIZZAVI CAPPED AS PER SCHEDULE 1 TO THIS ATTACHMENT C.

ADDITIONAL PRODUCTS:                                   AS REQUIRED BY VIZZAVI CAPPED AS PER SCHEDULE 2 TO THIS ATTACHMENT C.
</Table>



<Page>

                             ROLL OUT OF MARKETPLACE

EARLY RELEASE DATES

United Kingdom:   15 August 2001;

France:           19 September 2001;

Holland:          11 September 2001;

Germany:          11 September 2001.


SOFT LAUNCH by or before:

         In United Kingdom: 55 working days from the Effective Date;

         In France: 130 working days from the Effective Date;

         In Holland: 85 working days from the Effective Date;

         In Germany: 85 working days from the Effective Date.

Each "Target Launch Dates"

HARD LAUNCH for each country is not later than 6 months after Target Launch Date
for Soft Launch.



<Page>

                                   SCHEDULE 1

The following caps are guaranteed only until December 31, 2001. The parties
acknowledge that in all other respects the terms upon which any such services
may be provided by e-centives to Vizzavi are subject to the prior written
agreement of the parties. Vizzavi shall not be obliged to purchase services for
any additional countries.

SPAIN:

First year:
         License Fee (ISF): $300,000
         Revenue Share (commissions and qualified referrals):
                  Omega: 50:50

Second and third years:
         License Fee (ISF): $200,000
         Revenue Share (commissions and qualified referrals):
                  Product Finder and Merchandiser: 70:30
                  I.E., 70% to Vizzavi, 30% to e-centives
                  Omega: 50:50

ITALY:

First year:
         License Fee (ISF): $300,000
         Revenue Share (commissions and qualified referrals):
                  Omega: 50:50

Second and third years:
         License Fee (ISF): $200,000
         Revenue Share (commissions and qualified referrals):
                  Product Finder and Merchandiser: 70:30
                  I.E., 70% to Vizzavi, 30% to e-centives
                  Omega: 50:50

PORTUGAL:

First year
         License Fee (ISF): $350,000
         Revenue Share (commissions and qualified referrals):
                  Omega: 50:50

Second and third years:
         License Fee (ISF): $275,000
         Revenue Share (commissions and qualified referrals):
                  Product Finder and Merchandiser: 70:30
                  I.E., 70% to Vizzavi, 30% to e-centives
                  Omega: 50:50

GREECE:

First year:
         License Fee (ISF): $400,000
         Revenue Share (commissions and qualified referrals):
                  Omega: 50:50


<Page>


Second and third years:
         License Fee (ISF): $275,000
         Revenue Share (commissions and qualified referrals)
                  Product Finder and Merchandiser: 70:30
                  I.E., 70% to Vizzavi, 30% to e-centives
                  Omega: 50:50




<Page>

                                   SCHEDULE 2

The following prices are guaranteed only until December 31, 2001 in the case of
the United Kingdom, and March 31, 2002 in France. The parties acknowledge that
in all other respects the terms upon which Product SpotLight may be provided by
e-centives to Vizzavi are subject to the prior written agreement of the parties.
Vizzavi shall not be obliged to purchase e-centives Product SpotLight product.

The following fees are for a six (6) month license of Product SpotLight.

                  SPOTLIGHT PRICING:
            Monthly         Price Per               Base
   Mailing Quantity  Additional email      Monthly Price

            250,000            $0.060            $15,000
            500,000            $0.045            $22,500
          1,000,000            $0.035            $35,000
          2,000,000            $0.030            $60,000
          3,000,000            $0.025            $75,000
          4,000,000            $0.021            $84,000
          5,000,000            $0.018            $90,000
         10,000,000       Bid Pricing
                  >       Bid Pricing

                  BASE SERVICES:

     o    SET-UP FEE: $15,000 (one-off payment per country)
          10.
     o    MINIMUM MONTHLY CHARGE (AS SPECIFIED ABOVE): $15,000 (excluding the
          set-up fee)
          11.
     o    REGISTRATION PAGE HOSTING ($4,000 per month). e-centives will host the
          clients registration page: this means that the members will be able to
          create/update their profile using an intuitive web-based interface.
          12.
     o    ADDITIONAL REVISIONS TO TEMPLATE: Bid pricing, depending on the
          complexity of the data or task.
          13.
          14.



<Page>




                                  ATTACHMENT E

                             SERVICE LEVEL AGREEMENT

14.2









<Page>


                                  ATTACHMENT F

                                MERCHANT TARGETS