EXHIBIT 99.1

                    ONLINE SYSTEM SOFTWARE LICENSE AGREEMENT
                                     BETWEEN
                       EXCALIBUR TECHNOLOGIES CORPORATION
                                       AND
                                WEBADTV.COM, INC.


         This Online System Software License Agreement (this "Agreement") is
made by and between Excalibur Technologies Corporation, a corporation organized
and existing under the laws of the State of Delaware, with its principal place
of business at 1921 Gallows Road, Suite 200 Vienna, VA 22182 ("Excalibur"), and
webADTV.com, a corporation organized and existing under the laws of the State of
Minnesota, with its principal place of business at 5501 Excelsior Boulevard,
Minneapolis, MN 55416 ("webADTV"). This Agreement shall be effective on July 31,
2000 ("Effective Date").

         WHEREAS, Excalibur has developed proprietary software referred to and
defined herein as "Licensed Product"; and

         WHEREAS, webADTV desires to integrate the Licensed Product into its
commercially available Online System and to allow its customers to access the
Licensed Product through said Online System; and

         WHEREAS, Excalibur is willing to grant webADTV the right to incorporate
the Licensed Product into the Online System in exchange for license payments and
other valuable consideration; and

         WHEREAS, webADTV desires and, subject to the payment of certain fees,
Excalibur is willing to perform certain maintenance and support services; and

         NOW THEREFORE, in consideration of the mutual covenants, terms and
conditions, and other valuable consideration contained herein, Excalibur and
webADTV agree:

1.   DEFINITIONS.

In this Agreement, the following terms shall have the meaning specified.



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         1.1   AFFILIATE. The term, "Affiliate" means any majority owned
               subsidiary which is controlled by or under common control with a
               party to this Agreement.

         1.2   DOCUMENTATION. The term, "Documentation" shall include textual
               material, revised as appropriate to reflect updates, enhancements
               and custom work, consisting of End-User manuals relating to the
               installation and use of the Licensed Product which enables
               webADTV to operate the Licensed Product in accordance with the
               specifications contained therein.

         1.3   END-USER. The term "End-User" means a person who accesses the
               Licensed Product by accessing the Online System.

         1.4   ONLINE SYSTEM. The term "Online System" means webADTV's
               commercially available webADTV-branded online system which is a
               suite of products and services to be marketed and sold solely to
               the advertising agency industry.

         1.5   LICENSED PRODUCT. The term "Licensed Product" means the object
               code form of the Licensed Product identified on Schedule 1
               attached hereto and all patches, updates, enhancements, revisions
               and new versions thereto that Excalibur may make generally
               available to its other customers.

         1.6   webADTV SUPPORT. The term "webADTV Support" shall mean the level
               of technical support provided to webADTV in support of End-Users
               of the Online System for which support fees shall be paid by
               webADTV to Excalibur described in Schedule 2 to this Agreement
               ("webADTV Support Description").

         1.7   TERM. The term "Term" shall have the meaning set out in Section
               14.

         1.8 TERRITORY. The term "Territory" means Worldwide.

2.   LICENSE.

         2.1   In accordance with the terms of this Agreement, Excalibur grants
               to webADTV, and webADTV accepts from Excalibur, the following
               licenses:

               2.1.2          A license to sublicense the Licensed Product, in
                              binary code form, to end-users of the Online
                              System but only for the purpose of accessing the
                              Online System.



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<PAGE>

         2.2   Excalibur hereby grants to webADTV a non-transferable license in
               the Territory during the Term to:

               2.2.1          Install the object code form of the Licensed
                              Product on an unlimited number of server machines
                              that are part of the operational use, maintenance,
                              backup or further development of the Online
                              System.

               2.2.2          Perform demonstrations of the Licensed Product for
                              webADTV's current or prospective customers for the
                              Online System.

         2.3   Restrictions. The Licensed Product is licensed for an unlimited
               number of concurrent users. Use of the Licensed Product for
               internal or external uses other than those specified in
               subsections 2.1 and 2.2 , or use of the Licensed Product in
               online services other than the Online System or stand-alone
               applications is prohibited. Except for temporary copies of the
               Licensed Product created for program error verification, the
               Licensed Product may not be copied, distributed or modified by
               webADTV other than as set forth in this Agreement. A reasonable
               number of copies of the Licensed Product may be made for backup
               purposes. The Licensed Product and its related Documentation
               represent confidential information and trade secrets belonging to
               Excalibur and its licensors. Except as provided in the license
               grant in this Section 2, webADTV shall not make the Licensed
               Product available on a time-sharing or online service basis.
               webADTV shall not remove or alter any designation or mark on the
               Licensed Product.

         2.4   Use of Excalibur's Logo. Excalibur's trademarked graphical logo
               shall be displayed on webADTV's search pages that use the
               Licensed Product as well as the associated page where the search
               results are displayed for the purpose of specifically identifying
               that webADTV's search engine is RetrievalWare. The graphical logo
               shall be prominently displayed and shall be no less than one (1)
               square inch in size on a 1074 x 768 pixels computer monitor
               display. Excalibur's trademarked graphical logo is displayed as
               Schedule 3.

         2.5   Exclusivity. Upon execution of this Agreement, Excalibur agrees
               to refrain from marketing the Screening Room or related video
               indexing products to advertising agencies or companies that, to
               Excalibur's knowledge, plan to market Screening Room or the
               related video indexing products to advertising agencies for a
               period of eighteen



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               (18) months from the effective date of this Agreement. The
               exclusivity provision will remain in effect during the eighteen
               (18) month period provided that webADTV is current on all payment
               obligations due to Excalibur under this Agreement. Following the
               eighteen (18) month exclusivity period, webADTV may extend the
               exclusivity provision for one (1) additional eighteen (18) month
               period provided that at that time there are a minimum of four
               thousand five hundred (4,500) users of the Online System who are
               registered and paying for use of the Online System.

3.   OWNERSHIP.

         3.1   Subject to the licenses granted herein, Excalibur owns all right,
               title and interest in and to the Licensed Product.

         3.2   The Licensed Product and updates of the Licensed Product are
               proprietary to Excalibur, and title to them shall remain with
               Excalibur. All applicable common law and statutory rights in the
               Licensed Product and updates thereto, including, but not limited
               to, rights to confidential and trade secret material, source
               code, object code, trademarks, service marks, patents, and
               copyrights, shall be and will remain the property of Excalibur.
               webADTV shall have no right, title, or interest in such
               proprietary rights. Ownership of derivative works completed as a
               direct result of webADTV's input and not contemplated at that
               time as an enhancement to the Licensed Product by Excalibur will
               be discussed by the parties and mutually agreed upon on a case by
               case basis.

4.   DELIVERY OF LICENSED PRODUCT; DOCUMENTATION.

         4.1   Delivery of Code. Excalibur shall deliver the object code form of
               the Licensed Product to webADTV within ten (10) business days of
               the Effective Date.

         4.2   Documentation Provided.  Excalibur has or will provide to webADTV
               two (2) hard copies and any available electronic copy of
               Documentation for the Licensed Product at no charge to webADTV.

         4.3   Reproduction of Documentation; Marking. webADTV shall be granted
               the right to make copies of all or any part of the Documentation
               for training of and use by its customers, subject to restrictions
               elsewhere set forth herein. webADTV will retain on all such
               copies of the Documentation all of Excalibur's trademarks,
               copyright, and other proprietary marking and legends.



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<PAGE>

         4.4   Documentation Updates. If the Documentation is updated, revised,
               enhanced, or otherwise modified, Excalibur will provide to
               webADTV at no charge, two (2) copies hard copies and an
               electronic copy of such revised Documentation indicating the
               changes being made. webADTV may also distribute such revised
               Documentation to its customers in connection with their access to
               and use of the Online System.

5.   GENERAL DUTIES OF webADTV.

         5.1   During the Term and any extension of this Agreement, webADTV
               agrees to use its commercially reasonable best efforts to
               actively promote and market in the Territory the Online System
               incorporating the Licensed Product. webADTV shall prominently
               feature the Excalibur and RetrievalWare logos on the Online
               System, and Excalibur shall not unreasonably withhold or delay
               its approval in advance of all such uses.

         5.2   Excalibur shall have no obligation to support End-Users.

         5.3   Upon execution of this Agreement by Excalibur and webADTV,
               webADTV and Excalibur shall jointly issue a general press
               announcement to mutually agreed upon publications. In addition,
               Excalibur shall have the right to use webADTV as a reference
               account in selected publications as agreed to by webADTV, which
               consent will not be unreasonably withheld or delayed. It shall
               not be deemed a breach of this Agreement for either party to
               unilaterally make public statements or to submit
               publicly-available reports regarding its transactions with the
               other party, including without limitation the terms of this
               Agreement but only if and to the minimum extent that any
               governmental agency legitimately and legally requires such
               statements or reports to be made.

6.   GENERAL DUTIES OF EXCALIBUR.

         6.1   Excalibur shall support webADTV's marketing activities in
               relation to the Licensed Product by providing, at no additional
               charge to webADTV, such advice and assistance, in relation to the
               Licensed Product as webADTV may reasonably request from time to
               time. Such assistance may include but shall not be limited to
               technical support in the preparation of proposals and operation
               and use of the Licensed Product, competitive product research and
               information, oral presentations to prospective End-Users, and
               joint marketing, sales, and promotional programs in which the
               parties agree to collaborate. The



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               foregoing notwithstanding, webADTV shall reimburse Excalibur for
               all reasonable and approved out of pocket expenses incurred by
               Excalibur in supporting and assisting webADTV as contemplated in
               this section; and Excalibur may decline to support and assist
               webADTV in the event that webADTV's requests therefore become
               burdensome or a drain on Excalibur's existing resources.

         6.2   Excalibur will assist webADTV in developing a business and
               marketing plan with specific goals for developing the markets for
               the Online System as well as meeting the sales objectives
               identified by the parties.

         6.3   During the Term, Excalibur will make updates, new releases and
               versions to the Licensed Product available to webADTV, without
               additional charge, contemporaneously with their availability to
               other Excalibur customers.

         6.4   Support. A more complete description of the services to be
               provided by Excalibur in support of the Licensed Product is
               described in Schedule 2. webADTV will be responsible for
               providing technical support to end-users of the webADTV system.
               Excalibur will provide two levels of support services to webADTV.

               6.4.1          For a period of one year from the Effective Date
                              of this Agreement, Excalibur will provide one
                              full-time dedicated engineer to support webADTV in
                              assistance of ongoing and future development
                              activities related to webADTV's use of the
                              Licensed Product. The projects undertaken by the
                              full-time dedicated engineer will be prioritized
                              by webADTV's Chief Technical Officer. The cost for
                              dedicated engineer support will be $150,000 per
                              annum and will be invoiced on a quarterly basis in
                              advance. Following the period of one year from the
                              Effective Date of this Agreement, webADTV may
                              elect to purchase the support services of one
                              full-time dedicated engineer at a cost of $150,000
                              per annum for one (1) additional year.

               6.4.2          For a period of two years from the Effective Date
                              of this Agreement, Excalibur will provide standard
                              support consisting of telephone support, bug fixes
                              and enhancements at no additional charge.
                              Following the period of two years at no cost,
                              webADTV may purchase standard support services set
                              forth in Schedule 2 for the Licensed Product at a
                              price determined by applying a factor of 10% to
                              the total cumulative price of the Licensed Product
                              set forth in Subsection 7.1.1 and 7.1.3.



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               6.4.3          webADTV will be provided administrative access to
                              servers.


7.   LICENSE AND SUPPORT FEES.

         7.1   In consideration of the license granted by Excalibur to webADTV
               under this Agreement, webADTV agrees:

               7.1.1          For the right to integrate the Licensed Product
                              into its Online System and make no additional
                              license payments during the Term:

                              (i)            Upon the Effective Date, issue two
                                             hundred thousand (200,000) shares
                                             of its common stock valued at $2.50
                                             per share. In the event that
                                             webADTV common stock shares are not
                                             publicly traded within thirty (30)
                                             months of the Effective Date and
                                             provided that Excalibur still holds
                                             the webADTV common stock, webADTV
                                             agrees to pay an amount of $
                                             500,000 to Excalibur in cash on the
                                             thirty (30) month anniversary of
                                             the Effective Date. In the event of
                                             a change in control of webADTV,
                                             whether by merger, acquisition, or
                                             otherwise, prior to webADTV's
                                             common stock being publicly traded,
                                             Excalibur may elect to receive the
                                             greater of: (a) $500,000 in cash
                                             less the price per share paid by
                                             the acquirer multiplied by the
                                             number of webADTV common shares
                                             held by Excalibur at the time of
                                             the acquisition; or (b) the price
                                             per share paid by the acquirer
                                             multiplied by the number of webADTV
                                             common shares held by Excalibur at
                                             the time of the acquisition.

                              (ii)           within 30 days from the Effective
                                             Date, pay Excalibur $ 100,000.

                              (iii)          within 10 days from the closing of
                                             webADTV's private placement,
                                             expected to close by October 31,
                                             2000, pay Excalibur $ 400,000.

               7.1.2          For the right to receive dedicated engineering
                              support more completely described in Schedule 2 to
                              this Agreement:

                              (i)            pay Excalibur a total of $150,000
                                             in four (4) quarterly installments
                                             of $37,500 each. Each quarterly
                                             installment will be billed in
                                             advance and payment shall be due
                                             within thirty (30) days of receipt
                                             of the invoice.



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               7.1.3          Following the Term of this Agreement, webADTV may
                              continue to deploy the Licensed Product in the
                              Online System and remit license payments to
                              Excalibur in accordance with the pricing schedule
                              set forth in Schedule 4 to this Agreement.

         7.2   Annual Audit

               7.2.1          At Excalibur's own expense and upon reasonable
                              notice to webADTV, Excalibur shall be entitled to
                              an annual audit of the records by an independent
                              firm of certified public accountants, certifying
                              that the account summary statements provided to
                              Excalibur under this Agreement are a true and fair
                              representation of the royalties and due. The
                              independent auditor must be reasonably acceptable
                              to both parties. Such auditor will execute a
                              confidentiality agreement with webADTV and the
                              auditor's report to Excalibur will not include any
                              webADTV confidential materials.

               7.2.2          In the event that the reports provided and
                              royalties paid to Excalibur are deficient, webADTV
                              agrees to pay Excalibur the deficiency. In the
                              event that the reports provided and royalties paid
                              to Excalibur were deficient by ten percent (10%)
                              or more of the royalty otherwise payable, webADTV
                              agrees to pay Excalibur the deficiency as well as
                              the reasonable costs of the independent auditor
                              conducting the audit


8.  LIMITED WARRANTY AND DISCLAIMER OF LIABILITY.

         8.1   Excalibur warrants that it has, and on the Effective Date and
               during the Term will have, the full right and authority to enter
               into and perform under this Agreement.

         8.2   Excalibur warrants that the Licensed Product will substantially
               perform in accordance with the product specifications for a
               period of 90 days following its delivery to webADTV. In the event
               the Licensed Product fails to perform substantially in accordance
               with the product specifications, and Excalibur is unable to
               correct any material non-conformance within a reasonable period
               of written notification thereof by webADTV, webADTV's sole remedy
               shall be that upon demand Excalibur shall return to webADTV any
               and all cash and stock delivered to Excalibur pursuant to this
               Agreement.



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         8.3   Excalibur does not warrant that the functions contained in the
               Licensed Product or in any update will meet the requirements of
               webADTV or that the operation of the Licensed Product or update,
               alone or as part of the Online System, will be uninterrupted or
               error free.

         8.4   Excalibur represents and warrants that the Licensed Product is
               Year 2000 Qualified. "Year 2000 Qualified" means that the
               Licensed Product stores, processes (including sorting and
               performing mathematical operations), inputs, and outputs data
               containing date information correctly regardless of whether the
               data contains dates before, on, or after January 1, 2000 or
               during any leap year. Excalibur products which do not perform
               date manipulation, and which do not alter any date information
               that flows through them, are also considered Year 2000 Qualified.

         8.5   Excalibur warrants that the Licensed Product and Documentation
               delivered to webADTV under this Agreement shall not infringe on
               any United States patent or copyright, or trade secret or
               trademark right of any third party. To the extent this material
               contains matter proprietary to a third party, Excalibur shall
               obtain a license from the owner permitting the use of such matter
               and granting Excalibur the right to sub-license its use.

        8.6    Excalibur expressly warrants that no portion of the Licensed
               Product contains or will contain any protection feature designed
               to prevent its use. This includes, without limitation, any
               computer virus, worm, Licensed Product lock, drop dead device,
               Trojan-horse routine, trap door, time bomb or any other codes or
               instructions that may be used to assess modify, delete, damage or
               disable the Online System or the related computer system.
               Excalibur further warrants that it will not impair the operation
               of the Licensed Product in any way other than by order of a court
               of law.

         8.7   THE WARRANTIES CONTAINED IN SECTIONS 8.1 THROUGH 8.4 ARE MADE IN
               LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED; AND EXCALIBUR
               HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED
               WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
               PURPOSE. Only an authorized officer of Excalibur may make
               modifications to this warranty or additional warranties binding
               on Excalibur, and such modifications or additional warranties
               must be in writing. Accordingly, additional statements such as
               those made in advertising or presentations, whether oral or
               written, do not



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               constitute warranties by Excalibur to webADTV and should not be
               relied upon as such.

9.  INDEMNIFICATION.

         9.1   Excalibur shall indemnify webADTV and any of its employees or
               agents against all liabilities, claims and legal costs (including
               reasonable attorneys' fees) arising from any claim or suit
               alleging infringement by the Licensed Product, in a use within
               the scope of this Agreement, of any United States patent or
               copyright, or the trade secret or trademark rights of any third
               party. Excalibur's obligations hereunder will survive any
               expiration or termination of this Agreement. webADTV shall
               promptly notify Excalibur of any third party claim or suit and
               Excalibur shall have sole control of the defense of any such
               action and all negotiations for its settlement or compromise.
               webADTV may participate at its own expense in the defense of any
               such action of such claim is against webADTV. The foregoing
               represents Excalibur's entire liability to webADTV in connection
               with claims alleging intellectual property infringement by the
               Licensed Product. The Excalibur shall have no liability for any
               claim under this section if a claim for patent, copyright,
               license, or trade secret infringement is based on the
               modification or use of the Licensed Product or any update or
               derivative work thereto by webADTV.

         9.2   If a third party infringement claim is sustained in a final
               judgment from which no further appeal is taken or possible, and
               such final judgment includes an injunction prohibiting webADTV
               from continued use of the Licensed Product or portions thereof,
               Excalibur shall, at its sole election and expense:

               9.2.1          procure for webADTV the right to continue to use
                              the Licensed Product pursuant to this Agreement;

               9.2.2          replace or modify the Licensed Product to make it
                              non-infringing, provided that the modifications or
                              substitutions will not materially and adversely
                              affect the Licensed Product's performance or
                              lessen its utility to webADTV; or

               9.2.3          if none of the above options is reasonably
                              available, refund to webADTV all amounts paid to
                              Excalibur by webADTV which represent fees paid for
                              future use of Licensed Product or for future
                              services from Excalibur.



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         9.3   webADTV, at its own expense, will indemnify, hold harmless, and
               defend Excalibur from any suit, action, loss, damage or other
               expense arising out of or in connection with any claim that a
               derivative work or other changes made to the Licensed Product
               other than by Excalibur infringes any United States patent,
               copyright, trademark, trade secret or other proprietary right of
               a third party; provided that webADTV is promptly notified in
               writing of such a claim and is granted the right to control the
               defense of all such claims and to settle them. In no event shall
               Excalibur settle any such claim, lawsuit, or proceeding without
               webADTV's prior approval. webADTV shall have no liability for any
               claim under this section to the extent that such claim is based
               on (i) the Licensed Product, (ii) the modifications of the
               Licensed Product made by or on behalf of Excalibur, or (iii)
               modifications of a Derivative Work of the Licensed Product made
               by or on behalf of Excalibur.

10. CONFIDENTIALITY.

         10.1  Each party shall use the same degree of care to prevent
               disclosure of Confidential Information to any other person as its
               uses to protect other information of a similar nature which it
               owns or possesses, but in no event less than reasonable care,
               unless disclosure is required by law. Each party shall not use
               such information, nor disclose such information to any third
               party, except to the extent that will enable webADTV to exercise
               its rights and to fulfill its obligations under this Agreement,
               including the right to disclose such information as may be
               necessary in promoting the Licensed Product to prospective
               End-Users in the Territory. "Confidential Information" shall mean
               information in tangible form that is clearly marked as
               confidential or information in oral or other intangible form that
               is be identified as confidential at the time of disclosure, or is
               summarized in tangible form clearly marked as confidential and
               delivered to the recipient within ten (10) calendar days
               thereafter. Confidential Information also includes source code
               whether or not marked and information which the recipient knows
               or should have known to be confidential, but does not include
               information which is or becomes available without restriction to
               the recipient or any other person through no wrongful act.

         10.2  The obligations in Section 10.1 will apply for a period of three
               (3) years from the date of disclosure. The obligations above
               shall not apply to any such information that has been disclosed
               in publicly available sources; is, through no fault of the party
               receiving the Confidential Information, hereafter disclosed in a
               publicly available source; is independently developed; is in
               rightful possession of the



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               party receiving the Confidential Information without an
               obligation of confidentiality; or is required to be disclosed by
               operation of law. The recipient may disclose Confidential
               Information to its affiliates or contractors with a legitimate
               need to know who agree in writing to confidentiality obligations
               consistent with this Agreement. All materials to the extent
               containing Confidential Information are and remain the disclosing
               party's property, and upon no longer having a right to such
               Confidential Information, the receiving party will promptly
               destroy, or at the receiving party's option return them, and all
               copies of them, less a single archival copy.

         10.3  Excalibur represents and webADTV hereby acknowledges that the
               Licensed Product and updates of the Licensed Product which are
               embodied on magnetic or other storage media contains confidential
               and trade secret material. webADTV, its employees, and agents
               agree that they will not attempt to de-compile or disassemble the
               object code portions of the Licensed Product or updates. webADTV
               further agrees to use all reasonable efforts to ensure that its
               employees and agents observe this Subsection 10.3.

         10.4  Except as otherwise specified in Section 3.2, this Agreement does
               not restrict either party from developing, improving, or
               marketing competitive products or services, so long as a party
               does not infringe the intellectual property rights of the other
               party. This Agreement does not restrict the assignment of
               employees within either party to any other department, division,
               subsidiary or Affiliate of a party hereto. Nothing contained in
               this Agreement shall be construed as to prohibit employees of the
               recipient who have been exposed to the Confidential Information
               from using residual knowledge, provided that, a) no direct
               reference is made to Confidential Information in tangible form,
               and b) the recipient, in good faith, does not recall that the
               residual knowledge was acquired as a result of exposure to the
               Confidential Information. "Residual knowledge" shall mean
               information in intangible form that is retained as part of a
               person's general skill, knowledge talent or experience from
               exposure to the Confidential Information.

11. PROPRIETARY NOTICES.

         11.1  webADTV will place appropriate copyright notices in the Online
               System stating that portions are the copyrighted work of
               Excalibur. Furthermore, webADTV agrees not to remove the
               copyright and other



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               proprietary notices contained in the Licensed Software and
               updates as delivered by Excalibur hereunder.

12. LIMITATION OF REMEDIES.

         12.1  IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR RESPECTIVE
               DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR ADVISORS BE LIABLE FOR
               INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING WITHOUT
               LIMITATION, FOR ANY LOSS OF USE, PROFIT OR REVENUE, INCURRED OR
               SUFFERED, IN CONNECTION WITH SUCH PARTY'S PERFORMANCE HEREUNDER.
               THE LIABILITY OF EITHER PARTY FOR ANY CLAIM, LIABILITY, DAMAGE,
               PENALTY, LOSS OR EXPENSE UNDER THIS AGREEMENT SHALL IN NO EVENT
               EXCEED THE AMOUNT PAID BY WEBADTV TO EXCALIBUR HEREUNDER. THE
               PROVISIONS OF THIS SECTION 12.1 SHALL BE SUBJECT TO, AND SHALL
               NOT LIMIT, THE PROVISIONS OF SECTIONS 8 AND 9 OF THIS AGREEMENT.

13. TAXES.

         13.1  webADTV shall, in addition to other amounts payable under this
               Agreement, pay all taxes, levied or imposed by reason of the
               transactions contemplated in this Agreement. webADTV shall
               promptly pay to Excalibur an amount equal to any such tax(es)
               actually paid or required to be collected or paid by Excalibur
               unless webADTV provides proof of an exemption. However, Excalibur
               shall be liable for payment of all taxes levied on its net income
               or taxes arising out of or related to this Agreement for which it
               receives a credit or other reimbursement.

14. AGREEMENT TERM.

         14.1  This Agreement, and all licenses granted herein, shall commence
               on the Effective Date and shall, unless terminated pursuant to
               Section 15, be in effect for a period of three (3) years from the
               Effective Date. webADTV may elect to renew or extend this
               Agreement, and the licenses, on an annual basis by paying to
               Excalibur the license fees described in Schedule 4.

15. DEFAULT AND TERMINATION.

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         15.1  Excalibur may terminate this Agreement if webADTV fails to make
               timely payments to Excalibur of the amounts set forth in this
               Agreement (including its attachments) and has not cured such
               default within thirty (30) days following written notice thereof
               by Excalibur.

         15.2  Either party may terminate this Agreement thirty (30) days after
               giving the other party written notice of the occurrence of one of
               the following and a sixty day opportunity to cure: (i) the other
               party materially defaults on any of its obligations under this
               Agreement; or (ii) the other party becomes insolvent, declares
               bankruptcy or is petitioned into bankruptcy; or (iii) the other
               party ceases or threatens to cease the operations of its business
               in the normal course.

         15.3  Without limiting any of the provisions contained in Sections 15.1
               or 15.2, in the event of termination as a result of webADTV's
               failure to comply with any of its obligations under this
               Agreement, webADTV shall continue to be obligated for any
               payments due as of the date of termination. Termination of the
               license shall be in addition to, and not in lieu of, any
               equitable remedies available to the parties.

         15.4  Sections 8, 9, 10, 11, 12, 13, 15.3, and the ownership provision
               of Section 3 shall survive termination of this Agreement.

16. GENERAL.

         16.1  Independent Contractor. It is understood that each party is an
               independent contractor and not partner, joint venturer or agent
               of the other. Neither party may act on behalf of nor bind the
               other party in any manner whatsoever.

         16.2  Notices. Notices to the parties to this Agreement shall be sent
               by certified mail, return receipt requested, or other method
               providing for proof of delivery, to their respective addresses as
               first set forth at the beginning of this Agreement, but either
               party may from time to time change such address by written notice
               to the other party. As for all notices sent to webADTV under this
               Agreement, Excalibur will send an additional copy to:

                      General Counsel
                      WebADTV.com, Inc.
                      5501 Excelsior Boulevard
                      Minneapolis, MN  55416



                                 Page 14 of 22
<PAGE>

         16.3  Governing Law and Jurisdiction. This Agreement shall be construed
               and interpreted in accordance with the laws of the Commonwealth
               of Virginia. Any dispute hereunder shall be brought in the state
               or federal courts in Northern Virginia as though between
               residents of that Commonwealth.

         16.4  Assignment. No assignment of this Agreement will be valid without
               the prior written consent of the other party which will not be
               unreasonably withheld, provided however, that the assignment of a
               party's rights and obligations hereunder to an Affiliate shall
               not be deemed an assignment hereunder. The assignment of a
               party's rights and obligations hereunder pursuant to a change of
               control, merger or acquisition of a majority of the equity of
               that party shall not be deemed an assignment and shall not need
               approval of the other party unless such transaction is with a
               direct competitor of the non-assigning party. This Agreement
               shall be binding upon and inure to the benefit of any permitted
               successor or assigns.

         16.5  Force Majeure. Neither party shall be liable for failure to
               fulfill its obligations under this Agreement or any purchase
               order issued hereunder or for delays in delivery due to causes
               beyond its reasonable control, including, but not limited to acts
               of God, acts or omissions of the other party, man-made or natural
               disasters, material shortages, strikes, delays in transportation
               or inability to obtain labor or materials through its regular
               sources. The time for performance of any such obligation shall be
               extended for the time period lost by reason of the delay.

         16.6  Severability. Any provision of this Agreement which is prohibited
               or unenforceable shall be ineffective without invalidating the
               remaining provisions hereof, provided the intent of the parties
               has not been materially frustrated.

         16.7  Entire Agreement. This Agreement contains the entire agreement
               and understanding of the parties with respect to the subject
               matter hereof and supersedes all prior agreements, written or
               oral, between the parties including without limitation, the Prior
               License Agreement for Online Services previously executed between
               Excalibur and Intelefilm Corporation having an effective date of
               November 30, 1999. Amendments to this Agreement must be in
               writing, signed by both parties.



                                 Page 15 of 22
<PAGE>

         16.8  Authority. Excalibur and webADTV represent and warrant that the
               execution, delivery and performance of this Agreement have been
               duly authorized and that no further action, including without
               limitation, the vote or consent of their respective Boards of
               Directors or other controlling bodies, is necessary to make this
               Agreement valid and binding upon them and legally enforceable
               against them.

         16.9  Affiliates. Any webADTV subsidiary or Affiliate may place orders
               or otherwise operate under this Agreement and thereafter will
               become a party to this Agreement. webADTV hereby guarantees the
               performance of its subsidiaries and Affiliates under this
               Agreement.

         16.10 Counterparts. This Agreement may be executed in counterparts each
               of which may be designated an original and all of which taken
               together shall constitute one and the same instrument.















IN WITNESS WHEREOF, the parties hereto have signed this Agreement.

AGREED:                                              AGREED:



                                 Page 16 of 22
<PAGE>

EXCALIBUR TECHNOLOGIES                      WEBADTV, INC.:
CORPORATION:

/s/ Patrick Condo                           /s/ James Gilbertson
----------------------------------          ------------------------------------
Signature                                   Signature

Patrick Condo                               James Gilbertson
----------------------------------          ------------------------------------
Name                                        Name

President and CEO                           President and CEO
----------------------------------          ------------------------------------
Title                                       Title

July 31, 2000                               July 31, 2000
----------------------------------          ------------------------------------
Date                                        Date

Schedules to this Agreement
---------------------------
Schedule 1:  Licensed Product.
Schedule 2:  webADTV Support Description.
Schedule 3:  Excalibur's Trademarked Graphical Logo.
Schedule 4:  Licensed Product Unit Pricing



                                 Page 17 of 22
<PAGE>


                                   SCHEDULE 1
                                LICENSED PRODUCT


Excalibur Screening Room (including SDK)
Excalibur RetrievalWare
Excalibur RetrievalWare SDK





                                 Page 18 of 22
<PAGE>



                                   SCHEDULE 2

                                     webADTV
                               SUPPORT DESCRIPTION

DEDICATED SUPPORT:
For a period of one (1) year from the Effective Date of this Agreement,
Excalibur will provide one (1) full-time dedicated engineer to support webADTV
in assistance of ongoing and future development activities related to webADTV's
use of the Licensed Product. This support will be directed by webADTV and will
include, but is not limited to the following:

o    The dedicated resources will have access to internal Excalibur reporting
     systems and provide status updates to webADTV on problem reports, system
     enhancement request, etc.
o    The dedicated resources will provide webADTV with monthly updates as to any
     new features and/or functionality incorporated in the product line
o    The dedicated resource will have access to both the Licensed Product code
     lines and applicable webADTV code lines and work directly with the
     Excalibur development engineers and the webADTV development team to resolve
     any product issues

Support shall be limited to programs that make use or plan to make use of the
Licensed Product. These services shall be in addition to the services normally
provided through the maintenance provisions of the Agreement. webADTV agrees
that Excalibur Technologies will own all rights to any unique/critical
engineering and integration capabilities made to the Licensed Product.

STANDARD SUPPORT:
webADTV is required to designate no more than two points of contact ("POCs") to
the Excalibur Product Support organization. The names of the POCs will be
entered into the Excalibur product support database. The POCs will be
responsible for the communication of problems with the Licensed Product to
Excalibur and the dissemination within webADTV's organization of resolutions
thereof. Likewise, Excalibur shall designate one POC within its US support
organization to receive calls on webADTV's behalf. The Excalibur POC shall be
responsible for logging each support incident reported by webADTV's POC,
assigning the Severity Levels described below, and enacting the Escalation
Procedure also described below.

Support and Maintenance Services consist of the following:

Hot-Line Support
----------------

Excalibur will consult with webADTV for a reasonable amount of time by telephone
during normal business hours to assist with the use of the Licensed Product by
answering questions and discussing problems. Normal business hours are defined
as Monday through Friday, 9:00 AM to 5:00 PM, PST, excluding major holidays
observed by Excalibur. Such telephone consulting shall be enacted by a single
POC designated by Excalibur from time to time. This POC will assign one of the
following Severity Levels to each new incident logged:

         Severity 1 - Minor implementation questions, fix delivery and
         instructions, performance review questions, documentation questions,
         GUI questions, known bug fixes.

         Severity 2 - Query processing errors, new bugs identified, system
         performance issues.



                                 Page 19 of 22
<PAGE>

         Severity 3 - Errors/bugs rendering system unusable.

Additionally, the Excalibur POC shall enact the following Escalation Procedure
as necessary:

         Level 1 Telephone Consultant (usually POC)
         Level 2 Senior Engineer - If incident is not resolved in 5 days.
         Level 3 Technical Management - If incident is not resolved in 10 days.

Enhancements
------------

Excalibur will supply program code to correct or bypass any reproducible errors
in the Licensed Product which causes it to deviate materially from the
specifications for the Licensed Product contained in the related user manuals.
Notification of all enhancements to the Licensed Product will be made to the
appropriate holders of licenses for the use of the Licensed Product. If a user
of the Licensed Product desires the enhancement, it will generally be made
available at no additional charge.

Future Releases (Updates)
-------------------------

Excalibur will supply webADTV with future releases of the Licensed Product. As
long as a user of the Licensed Product is an active participant in the support
and maintenance program, future releases will be made available at no additional
charge. New products are not included.

On-Site Support
---------------

Excalibur will investigate and correct suspected errors at its offices to the
extent possible. If Excalibur cannot duplicate the error condition at its
office, Excalibur, at webADTV's request, may travel to webADTV's place of
business to attempt to resolve the matter. In such an event, the Excalibur will
be paid for the reasonable travel and living expenses of the Excalibur's
employee dispatched to resolve the problem. If Excalibur determines that a
suspected software error is attributed to webADTV's negligence, Excalibur will
be paid for the work on a time and materials basis in accordance with the
Excalibur's standard rates.


SERVICE PLAN

------------------------------------------------ -------------------------------
SERVICE                                                   SERVICE PLAN
------------------------------------------------ -------------------------------
Hot line telephone support                       8:00 AM to 5:00 PM customer's
                                                    local time, Mon. - Fri.
------------------------------------------------ -------------------------------
Designated number of support contacts                          2
------------------------------------------------ -------------------------------
Direct access to Product Support Specialists                  Yes
------------------------------------------------ -------------------------------
Toll-Free Telephone Number                                    Yes
------------------------------------------------ -------------------------------
Real-Time Problem Reporting Via E-Mail                        Yes
------------------------------------------------ -------------------------------
Periodic Maintenance Releases                                 Yes
------------------------------------------------ -------------------------------
Access to FTP Server                                          Yes
------------------------------------------------ -------------------------------
Support Fee Per Year                                          10%
------------------------------------------------ -------------------------------




                                 Page 20 of 22
<PAGE>


                                   SCHEDULE 3

                     EXCALIBUR'S TRADEMARKED GRAPHICAL LOGOS




[LOGO] EXCALIBUR


[LOGO] POWERED BY EXCALIBUR(R)


[LOGO] RETRIEVAL WARE(TM)



                                 Page 21 of 22
<PAGE>



                                   SCHEDULE 4

                          LICENSED PRODUCT UNIT PRICING


Following the initial three year Term of this Agreement, webADTV may continue to
deploy the Licensed Product in the Online System and make license payments to
Excalibur according to the following schedule:


 ----------------------- ------------------------- -----------------------------
   Product Description        Cost per Unit            Unit of Measurement
 ----------------------- ------------------------- -----------------------------
    Video Asset Server           $19,560                      Server
 ----------------------- ------------------------- -----------------------------
      Capture Client              1,980                       Client
 ----------------------- ------------------------- -----------------------------
       Edit Client                2,160                       Client
 ----------------------- ------------------------- -----------------------------
      Browser Client                21                         User
 ----------------------- ------------------------- -----------------------------

All such license payments will be paid in arrears to Excalibur by webADTV on a
quarterly basis with payment occurring within thirty (30) days after the end of
webADTV's business quarter. For purposes of this Agreement a webADTV business
quarter shall be defined as the end of webADTV's accounting month in March,
June, September, and December of each calendar year.




                                 Page 22 of 22