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                                                                 EXHIBIT 10.17

                        STRATEGIC ALLIANCE AGREEMENT

This Strategic Alliance Agreement ("Agreement") is made and entered into as of
the 25th day of June, 1999 (the "Effective Date"), by and between 1stUp.Com
Corporation, a corporation organized and existing pursuant to the laws of the
State of Delaware, with principal offices at 930 Montgomery Street, Suite 200,
San Francisco, California 94133 ("1stUp") and AltaVista Company, a corporation
organized and existing pursuant to the laws of the State of  Delaware, with
principal offices at 529 Bryant Street, Palo Alto, California 94301
("AltaVista"), with respect to the following facts and circumstances:

     WHEREAS:

     1stUp has developed a free Internet access service and AltaVista desires to
offer such service in accordance with the terms of this Agreement;

     1stUp is willing to customize a version of such service with AltaVista
branding in accordance with the terms of this Agreement;

     AltaVista is willing to promote this service to users of AltaVista's World
Wide Web sites in accordance with the terms of this Agreement; and

     AltaVista is willing to make an investment in 1stUp in accordance with the
terms of this Agreement.

     NOW, THEREFORE, the parties hereby agree as follows:

     1.  DEFINITIONS

         1.1   "AltaVista Platform" shall mean a generic set of web pages (or
customized version thereof) that may operate as a Web site. The AltaVista
Platform may contain any or all of the following: an internet index, a search
tool, advertising, or any other feature that might be desirable on an internet
homepage. AltaVista (itself or through its Affiliates) has and will enter into
third party agreements that provide for one or more of the AltaVista Platforms
to be customized and then posted live on the Internet. The customized
AltaVista Platforms may be branded using third parties' names or any
combination of AltaVista's, AltaVista's Affiliates and third parties' names.
Furthermore, in customizing the AltaVista Platforms, any amount of content,
advertising or other features may be added or deleted. For purposes of this
Agreement, the term AltaVista Platform shall also include the portal site
currently located at AltaVista.Com and/or AV.Com, and other similar sites
branded with AltaVista's or its Affiliates' names or trademarks (e.g. any and
all My AltaVista pages).

         1.2  "Affiliate" shall mean any person or entity directly or
indirectly controlling, controlled by or under common control with a given
person or entity.

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         1.3   "Impression" is generated when a visitor clicks on a button on
the Button Bar (as described in Exhibit A) in the Service Offering Window.
                                ---------

         1.4  "Service Offering Window" shall have the meaning set forth in
Section 3.1 below.

         1.5  "Service Offering" shall mean the customized Internet access
services further described in Exhibit A.
                              ---------

         1.6  "Specifications" means the specifications for the Service
Offering as set forth in Exhibit A.
                         ---------

         1.7  "Web Page" means a single file displayed through Web browser
software and made available for viewing, by means of a download to local cache
memory, over the Internet through a common protocol.

         1.8  "Web Site" means any number of associated Web Pages.

     2.  DEVELOPMENT OF THE SERVICE OFFERING

         2.1  1stUp's Obligations. 1stUp will use best commercial efforts to
              -------------------
design, develop and deliver on or before July 11, 1999, a fully functioning
version of the Service Offering with all of the features and components
described in Exhibit A and conforming to the Specifications. Should 1stUp fail
to do so by July 11, 1999, AltaVista reserves the right to terminate this
Agreement immediately.

         2.2  AltaVista's Obligations. AltaVista will use best commercial
              -----------------------
efforts to assist in the design development and prototyping of the Service
Offering.

         2.3  The parties agree that any delay by either party in providing the
deliverables for which it is the responsible party will extend the delivery date
for subsequent deliverables by either party on a one-for-one basis for each day
of the delay.

     3.  THE SERVICE OFFERING

         3.1  Service Offering Window. The Service Offering will include the
              -----------------------
Service Offering Window as described in Exhibit A, on which 3 buttons will be
                                        ---------
links to an AltaVista Web Site portal, search or e-commerce site, at
AltaVista's discretion. The Service Offering will begin with 8 buttons total
displayed in the Button Row (as described in Exhibit A). Any increase in the
                                             ---------
number of buttons is subject to mutual agreement. The 3 buttons for AltaVista
will not diminish in prominence from inital implementation without AltaVista's
consent. Additional buttons shall have functionalities designated by 1stUp,
provided that no links shall be provided to Web Sites belonging to the
following networks: Yahoo, Lycos, Go network companies, Excite@home; NBCi
companies; Microsoft, AOL, Goto.com, Google. AltaVista maintains right to
modify list of excluded sites at its sole discretion. Also, any
functionalities displayed in the Service Offering Window must comply with
AltaVista's existing contracts or commitments; for example, 1stUp can only
provide links to AltaVista's current bookseller and travel partners. Also, any
web-based e-mail, messaging, chat, and personalized home pages must be
approved by AltaVista. AltaVista shall have the right to match any 3rd party
terms for buttons it does not control.

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         3.2  Service Offering Hosting and Features. 1stUp will maintain the
              -------------------------------------
Service Offering at all times during the term of this Agreement. The Service
Offering will be designed so that the first Web Page viewed by users of the
Service Offering shall be a page designated by AltaVista. 1stUp will use best
commercial efforts to fix non-conformities and bugs in the software. The
Service Offering will include the most current version of 1stUp's software.
1stUp will use best efforts to make a technical contact available to AltaVista
twenty-four hours (24) per day, three-hundred sixty-five (365) days per year,
to support the Service Offering. Initially, the technical contact shall be:
Charles Katz. 1stUp and AltaVista shall work jointly to provide hosting of the
Service Offering during the term of this Agreement.

     4.  SERVICE OFFERING MARKETING AND USER INFORMATION

         4.1  Registration of Users. 1stUp shall enlist up to one million
              ---------------------
(1,000,000) users of the Service Offering from the period commencing on or
before July 11, 1999 and ending December 31, 1999. If during that period 1stUp
enlists one million (1,000,000) users, 1stUp may enlist additional users of
the Service Offering as mutually agreed by the parties. A user shall be
"enlisted" if the user downloads the Service Offering software and selects the
dial-up service.

         4.2  Rights in User Information. Subject to the license grant below,
              --------------------------
1stUp and AltaVista will jointly own all right, title and interest in and to
all user information collected by 1stUp in the course of implementing the
Service Offering ("User Information"). 1stUp and AltaVista will establish
mutually acceptable policies for the use of that information.

         4.3  Promotion of the Service Offering by AltaVista. AltaVista shall
              ----------------------------------------------
promote the Service Offering in the broadest manner that AltaVista determines
is consistent with its business and the business of its Affiliates, provided,
however, that AltaVista's only commitment with respect to promotion is that it
will include on its homepage located at www.altavista.com, a link to
                                        -----------------
1stUp.com's Service Offering. Such link shall be formatted and placed at
AltaVista's sole discretion.

     5.  JOINT ACTIVITIES

        5.1  Press Release. AltaVista and 1stUp will work together to develop
             -------------
a product launch press release, citing 1stUp as the technology provider for
the Service Offering. AltaVista and 1stUp will make the release available on
their respective web sites and will distribute the release via their standard
press release avenues, provided, that the timing, placement and format of the
release will be subject to the sole discretion of the disclosing party.
AltaVista and 1stUp shall use commercially reasonable efforts to develop press
releases of new developments (such as system and software upgrades, end-user
growth milestones, etc.) and agree not to make any public announcement or
disclosure without giving the other party reasonable opportunity to comment
thereon.

     6.  COMPENSATION FOR SERVICE OFFERING WINDOW

         6.1  Service Offering Window Compensation. AltaVista shall pay to
              ------------------------------------
1stUp an amount equal to $0.005 for each Impression leading to an AltaVista
source generated by the

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Service Offering Window during the term of this Agreement, commencing after
the date on which the Service Offering is accepted by AltaVista in accordance
with this Agreement.

         6.2  Reports. After the end of each calendar quarter during the term
              -------
of this Agreement, 1stUp shall provide to AltaVista a report of the total
number of Impressions for all buttons generated by the Service Offering
Window. 1stUp shall also submit to AltaVista an invoice for the amounts due
under Section 6.1 for the reported calendar quarter. During the term of this
Agreement AltaVista shall pay such amounts no later than sixty (60) days after
receipt of the invoice.

         6.3  No Other Costs. Subject to AltaVista's payment obligations under
              --------------
this Section 6, the Service Offering shall be developed, customized and
maintained by 1stUp at its sole cost and expense. Although 1stUp and AltaVista
shall work jointly to provide hosting of the Service Offering, hosting also
shall be at 1stUp's sole cost and expense, except for hosting of the software
download, which will be at AltaVista's expense.

     7.  COMPENSATION FOR ALTAVISTA ACTIVITIES

         7.1  Payments. During the term of this Agreement 1stUp shall pay to
              --------
AltaVista the amount of twenty-five percent (25%) of all revenues actually
received from third party advertisers and sponsors on the Service Offering
Window (other than AltaVista) less total accrued (a) access charges from
1stUp's access service provider; (b) e-mail charges from service providers;
and (c) third party call and customer support charges.

         7.2  Reports. After the end of each calendar quarter during the term
              -------
of this Agreement, 1stUp shall provide to AltaVista a report of the total
amounts due under Section 7.1. 1stUp shall pay to AltaVista the amounts due
under Section 7.1 for the reported month no later than thirty (30) days after
the end of the reported month.

     8.  INVESTMENT BY ALTAVISTA

         8.1  Stock Purchase Agreement. Concurrently with the execution of
              ------------------------
this Agreement, the parties are entering into a Stock Purchase Agreement (the
"Stock Purchase Agreement"), pursuant to which, at the closing, which will
occur on or before thirty (30) days after the Effective Date, AltaVista shall
make a cash payment of two million, four hundred ninety nine thousand, nine
hundred ninety eight dollars and eighty five cents ($2,499,998.85) (the
"Payment") to 1stUp in exchange for an aggregate of 2,171,809 shares (after
giving effect to a contemplated ten-for-one stock split and as adjusted to
reflect all other stock splits, combinations or similar events occurring after
the date hereof) of Series C Preferred Stock of 1stUp (which represents
19.999% of the currently outstanding capital stock of 1stUp.com), having
substantially the rights, preferences and privileges set forth in the Stock
Purchase Agreement and subject to all of the terms and conditions set forth
therein.

         8.2  Upon closing of this agreement and Stock Purchase Agreement,
AltaVista has right to name one member to 1stUp Board of Directors. AltaVista
maintains right to this position as long as AltaVista holds a investment stake
in 1stUp worth more than 9.99%.

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         8.3  Additional Investors. 1stUp shall be entitled to issue to
              --------------------
additional individual investors up to the number of shares of its Series C
Preferred Stock equal to an aggregate value of $200,000.

         8.4  Option. 1stUp hereby grants AltaVista a one-time option,
              ------
exercisable at any time prior to December 31, 2000, to purchase a majority
ownership stake in 1stUp, at an exercise price to be negotiated at the time of
exercise (the "Option"), subject to the following conditions:

              (a)  AltaVista and 1stUp agree to negotiate in good faith
regarding the exercise price of the Option and the rights, preferences and
privileges of the capital stock underlying the Option;

              (b)  The Option shall terminate upon the earlier to occur of (A)
the closing of a merger of 1stUp with or into another entity in which the
holders of voting securities of the 1stUp immediately prior to such
transaction will hold less than 50% of the voting securities of the surviving
entity or the entity that controls such surviving entity and (B) the closing
of the first registered public offering of Common Stock of 1stUp pursuant to a
firm commitment underwriting; provided, however, that AltaVista receives
notice of such transaction at least 20 days prior thereto; and

              (c)  Upon exercise of the Option, AltaVista shall sign such
additional documentation as 1stUp.com may reasonably request, including
investment representations, a right of first refusal with respect to transfers
of stock by AltaVista and a 180-day market stand-off agreement in connection
with an initial public offering.

     9.  WARRANTIES.

         9.1  1stUp. 1stUp represents, warrants and covenants to AltaVista
              -----
that (i) 1stUp has the power and authority to enter into this Agreement, to
grant the licenses contained herein, and to otherwise perform its obligations
hereunder, and (ii) the Service Offering does not and will not violate any
third party right, and its use by AltaVista and its Affiliates in accordance
with the license granted hereunder will not violate any third party right.
EXCEPT AS SET FORTH ABOVE, 1STUP MAKES NO WARRANTIES TO ALTAVISTA, EITHER
EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

         9.2  AltaVista. AltaVista represents, warrants and covenants to 1stUp
              ---------
that it has the power and authority to enter into this Agreement, to grant the
licenses contained herein, and to otherwise perform its obligations hereunder.
EXCEPT AS SET FORTH ABOVE, ALTAVISTA MAKES NO WARRANTIES TO 1STUP, EITHER
EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

     10.  INDEMNIFICATION

          10.1  Each party ("Indemnitor") shall indemnify, defend and hold
harmless the other party and its Affiliates and each of their respective
officers, directors, employees and agents

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(each, an "Indemnified Party") against any claim, suit, damages, losses,
expenses and costs incurred by such Indemnified Party (i) in connection with a
claim by any third party for alleged infringement of any U.S. patent,
trademark, copyright, or other intellectual property right relating to the
promotion, representation or use of the products provided by the Indemnitor
hereunder (which, in the case of 1stUp, means the Service Offering, and in the
case of AltaVista, means any of its deliverables hereunder), or (ii) as a
result of the breach of the representation and warranty provided in Section 9;
but only if the Indemnified Party (a) promptly notifies Indemnitor in writing
of the action (provided that any failure to do so shall operate as a bar to
indemnification hereunder only to the extent the failure is materially
prejudicial to the Indemnitor); (b) permits Indemnitor full authority to
defend or settle the action (except to the extent that the action would impose
any restrictions upon the Indemnified Party, in which case consent is
required); and (c) cooperates with, and provide all available information,
assistance and authority to, Indemnitor to defend or settle the action.

     11. MANAGEMENT OF RELATIONSHIP.

         11.1  Press Committee Meetings. AltaVista and 1stUp will establish a
               ------------------------
press committee which, during system downtimes, will meet to jointly develop
and deliver public statements regarding the downtime.

         11.2  Press Committee Members. The press committee members shall
               -----------------------
serve as the primary source of communication with the other party on press
release matters. The members shall have first tier responsibility for
resolving disputes that may arise hereunder with respect to the scope or
direction of the relationship contemplated by this Agreement. The initial
committee members for 1stUp and AltaVista shall be selected by each party
separately and specified prior to launch of the Service Offering. Each party
shall promptly advise the other of any change of member or of his or her
address, telephone number, or E-mail address.

     12. TERM AND TERMINATION.
         --------------------

         12.1  Term. This Agreement shall become effective on the Effective
               ----
Date and shall remain in full force and effective for a period of 2 years from
the Effective Date or until terminated pursuant to this Section 12.

         12.2  Events of Default by AltaVista. 1stUp shall have the right to
               ------------------------------
terminate this Agreement and its further obligations hereunder upon the
occurrence of any of the following events of default (subject to AltaVista's
ability to cure or remedy such event as described in Section 12.4):

               (a)  AltaVista is involved in any voluntary or involuntary
bankruptcy proceeding or any other proceeding concerning insolvency,
dissolution, cessation of operations, or reorganization of indebtedness and
the proceeding is not dismissed within 60 days;

               (b)  AltaVista becomes unable to pay its debts as they mature
in the ordinary course of business or makes an assignment for the benefit of
its creditors; or

               (c)  AltaVista is in material default of any provision of this
Agreement.

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         12.3  Events of Default by 1stUp. In addition to AltaVista's
               --------------------------
termination rights under Section 2.1 of this Agreement, AltaVista shall have
the right to terminate this Agreement and its further obligations hereunder
upon the occurrence of any of the following events (subject to 1stUp's ability
to cure or remedy such events as described in Section 12.4):

               (a)  1stUp becomes involved in any voluntary or involuntary
bankruptcy proceeding or any other proceeding concerning insolvency,
dissolution, cessation of operations, or reorganization of indebtedness and
the proceeding is not dismissed within 60 days;

               (b)  1stUp becomes insolvent or unable to pay its debts as they
mature in the ordinary course of business or makes an assignment for the
benefit of its creditors; or

               (c)  1stUp is in material default of any provision of this
Agreement.

         12.4  Right to Cure Event of Default. Upon the occurrence of any
               ------------------------------
event of default entitling a party to terminate this Agreement, the non-
defaulting party may send notice of termination, specifying the nature of the
default, to the other party. The non-defaulting party shall permit 30 calendar
days, following the date of such notice to enable the other party to cure the
default to the non-defaulting party's satisfaction (assuming that the default
is susceptible of cure). Failure to cure the default shall result in
termination without further notice by the non-defaulting party, unless such
non-defaulting party extends the cure period by written notice or withdraws
the default notice.

         12.5  Duties Upon Termination. Upon expiration or termination of this
               -----------------------
Agreement, each party shall return or destroy the Confidential Information (as
defined herein) of the other party. All amounts owing shall be accelerated and
shall become immediately payable. Either party may request in writing that the
other party certify that it has complied with its obligations hereunder. Upon
expiration of this Agreement, in the event that AltaVista desires to continue
to offer the Service Offering or a similar offering, AltaVista will offer
1stUp the opportunity to continue providing the Service Offering on terms
acceptable to AltaVista, before offering a similar opportunity to any third
party. If agreement is not reached, AltaVista and 1stUp will work together to
migrate customers to the new solution.

         12.6  Survival. The rights and obligations of the parties pursuant to
               --------
Sections 1, 4, 7, 8, 9, 10, 12.6, 13, 14, 15, 17 18, and 18 shall survive
termination or expiration of this Agreement for any reason.

     13.  LICENSES AND OWNERSHIP.
          ----------------------

         13.1  Service Offering Software License. 1stUp hereby grants to
               ---------------------------------
AltaVista and its Affiliates, during the term of this Agreement, a non-
exclusive, worldwide, non-transferable, royalty-free and irrevocable license,
under all of 1stUp's intellectual and other proprietary rights, to store,
copy, publicly display, publicly perform, distribute and transmit the Service
Offering, in object code format, throughout the Web Pages generated or served
from the AV Platforms and to make the Information available to users of the AV
Platforms to be viewed, downloaded or copied, for their personal, non-
commercial use in any form deemed appropriate by AltaVista.

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         13.2  Trademark License. Each of AltaVista and 1stUp grants to the
               -----------------
other party and their respective Affiliates, during the term of this
Agreement, a non-exclusive, non-transferable, royalty free right to display
during the term of this Agreement the trademarks and logos made available by
such party for the purposes expressly outlined in this Agreement, subject to
the terms of this Agreement and such party's standard trademark usage. In the
event either party determines that the other's use of the applicable
trademarks or service marks is inconsistent with the applicable trademark or
service mark holder's quality standards, then upon written request and within
a reasonable time, the applicable party shall conform such trademark or
service mark usage to the appropriate party standards. If either party fails
to conform the applicable trademark use or service mark usage, then the owner
of the marks shall have the right to suspend use under the terms of this
Agreement.

         13.3  Retained Rights. Except as otherwise provided in this
               ---------------
Agreement, 1stUp shall own and retain all right, title, and interest in and to
any technology or information otherwise developed or created solely by 1stUp,
including any intellectual property rights therein.

         13.4  AltaVista Intellectual Property Rights. Except as otherwise
               --------------------------------------
provided herein, AltaVista shall own and retain all right, title, and interest
in and to any technology or information otherwise developed or created solely
by AltaVista, including any intellectual property rights therein.

         13.5  Joint Intellectual Property Rights. The parties shall agree on
               ----------------------------------
the ownership of any jointly developed intellectual property rights prior to
commencing with the development of work that is likely to lead to the creation
of such rights.

     14. LIMITATION OF LIABILITY.
         -----------------------

     EXCEPT FOR ANY LIABILITY ARISING OUT OF A BREACH OF THE CONFIDENTIALITY
PROVISIONS OF THIS AGREEMENT SET FORTH IN SECTION 15 HEREOF AND SECTION 9
HEREOF, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF
MARKET OR OPPORTUNITY AND/OR INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE
HOWSOEVER ARISING (WHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF 1STUP OR
ALTAVISTA, OR THEIR RESPECTIVE EMPLOYEES OR AGENTS) IN CONNECTION WITH THE
SUBJECT MATTER OF THIS AGREEMENT, PURSUANT TO ANY CLAIM IN CONTRACT, NEGLIGENCE,
TORT, STRICT LIABILITY, OR OTHER THEORY.

     15. CONFIDENTIALITY.
         ---------------

         15.1  Confidentiality Obligations.
               ---------------------------

               (a)  "Confidential Information" is any information disclosed by
one party to the other in connection with this Agreement and which the
receiving party knows or has reason to know is regarded as confidential
information by the disclosing party. The Confidential Information will
include, but will not be limited to, trade secrets, the structure, sequence
and organization of the source code of computer software, marketing plans,
techniques, processes, procedures and formulae. For each item of Confidential
Information, the party disclosing the item shall be called the "Disclosing
Party," and the party receiving the item shall be called the "Receiving
Party."

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               (b)  The Receiving Party shall hold all Confidential
Information of the Disclosing Party in trust and confidence, and protect it as
the Receiving Party would protect its own confidential information (which, in
any event, shall not be less than reasonable protection) and shall not use
such Confidential Information for any purpose other than that contemplated by
this Agreement. Unless agreed by the Disclosing Party in writing, the
Receiving Party shall not disclose any Confidential Information of the
Disclosing Party, by publication or otherwise, to any person other than
employees and contractors (such as contract manufacturers or software
developers) who (i) are bound to written confidentiality obligations
consistent with and at least as restrictive as those set forth herein and (ii)
have a need to know such Confidential Information for purposes of enabling a
party to exercise its rights and perform its obligations pursuant to this
Agreement. The foregoing confidentiality obligation shall be effective for a
period of three (3) years after first disclosure of the Confidential
Information pursuant to the terms of this Agreement, provided however, that
each party will comply with any obligations of confidentiality as may be
imposed pursuant to agreements with third parties for longer periods if the
Disclosing Party discloses to the other in writing such obligations of
confidentiality that may be imposed pursuant to such agreements with third
parties at the time of disclosure.

         15.2  Exceptions. The obligations specified in Section 15.1 shall not
               ----------
apply to any Confidential Information to the extent that:

               (a)  it is already known to the Receiving Party without
restriction prior to the time of disclosure by the Disclosing Party;

               (b)  it is acquired by the Receiving Party from a third party
without confidentiality restriction;

               (c)  it is independently developed or acquired by the Receiving
Party by employees or contractors without access to such Confidential
Information;

               (d)  it is approved for release by written authorization of the
Disclosing Party;

               (e)  it is in the public domain at the time it is disclosed or
subsequently falls within the public domain through no wrongful action of the
Receiving Party;

               (f)  it is disclosed pursuant to the requirement of a
governmental agency or disclosure is permitted or required by operation of
law, provided that the Receiving Party use its best efforts to notify the
Disclosing Party in advance of such disclosure and seeks confidential
treatment for such Confidential Information.

         15.3  Confidentiality of Agreement. Each party agrees that the terms
               ----------------------------
and conditions of this Agreement shall be treated as Confidential Information;
provided that each party may disclose the terms and conditions of this
Agreement: (a) to legal counsel; (b) in confidence, to accountants, banks, and
financing sources and their advisors; (c) in connection with promotional and
marketing activities permitted by this Agreement; and (d) in confidence, in
connection with the enforcement of this Agreement or rights under this
Agreement.

     16.  Related Agreements. Both parties are entering into the Rewards
Software agreement. In addition, the parties agree to enter into a Source Code
Escrow Agreement with a

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mutually agreed escrow agent (the "Source Code Escrow Agreement") on or before
the closing under the Stock Purchase Agreement, relying upon Section 365(n) of
the Bankruptcy Code to support the escrow. 1stUp agrees that its consent on
the terms and provisions of the Source Code Escrow Agreement will not be
unreasonably withheld.

     17. JURISDICTION AND APPLICABLE LAW.
         -------------------------------

         17.1  Arbitration. Any claim, dispute, or controversy arising out of
               -----------
or in connection with or relating to this Agreement or the breach or alleged
breach thereof will be addressed first by mediation and, if not resolved, will
be submitted by the parties to arbitration by the American Arbitration
Association in the County of Santa Clara, State of California, United States
of America under the commercial rules then in effect for that Association,
except as provided herein. Each party will choose one arbitrator within 30
days of receipt of the notice of intent to arbitrate. Within 60 days of
receipt of the notice of intent to arbitrate, the two arbitrators will choose
a neutral third arbitrator who will act as chairman. All chosen arbitrators
must have experience related to the subject of the dispute. If no arbitrator
is appointed within the times herein provided, or any extension of time that
is mutually agreed upon, the Association will make such appointment within 30
days of such failure. The parties will be entitled to discovery as provided in
Sections 1283.05 and 1283.1 of the Code of Civil Procedure of the State of
California or any successor provision, whether or not the California
Arbitration Act is deemed to apply to the arbitration. The award rendered by
the arbitrators will include costs of arbitration, reasonable attorneys' fees,
and reasonable costs for expert and other witnesses, and judgment on such
award may be entered in any court having jurisdiction thereof. Nothing in this
Agreement will be deemed as preventing either party from seeking injunctive
relief (or any other provisional remedy) from any court having jurisdiction
over the parties and the subject matter of the dispute as necessary to protect
either party's name, proprietary information, trade secrets, know how, or any
other proprietary rights.

         17.2  Choice of Forum. The parties hereby submit to the jurisdiction
               ---------------
of, and waive any venue objections against, the United States District Court
for the Northern District of California, San Jose Branch and the Superior and
Municipal Courts of the State of California, Santa Clara County, in any
litigation arising out of the Agreement.

         17.3  Governing Law. This Agreement shall be governed by and
               -------------
construed under the laws of the United States and the State of California,
without regard to choice of law provisions.

     18. MISCELLANEOUS.
         -------------

         18.1  Event of Force Majeure. If the performance of this Agreement or
               ----------------------
any obligations hereunder is prevented, restricted, or interfered with by
reason of acts of God, acts of an governmental authority, riot, revolution,
fires, or war, or other cause beyond the reasonable control of the parties
hereto ("Force Majeure"), the party so effected shall be excused from such
performance until such Force Majeure is removed, provided that the party so
effected shall use its best efforts to avoid or remove such causes of non-
performance and shall continue performance hereunder with the utmost dispatch
whenever such causes are removed. In no event shall this provision apply to
excuse a party from any payment obligations under this Agreement.

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         18.2  Compliance with Export Control. The parties agree not to export
               ------------------------------
or re-export, directly or indirectly, (i) any technical data received from the
other party pursuant to this Agreement, or (ii) any product, process, or
technical data using such received technical data, to any country to which
such export or re-export is restricted or prohibited by United States or other
relevant laws, without obtaining prior written authorization from the relevant
government authorities as required by such laws.

         18.3  Waiver. Any waiver of breach or default pursuant to this
               ------
Agreement shall not be a waiver of any other subsequent default. Failure or
delay by either party to enforce any term or condition of this Agreement shall
not constitute a waiver of such term or condition.

         18.4  Severability. To the extent that any provision of this
               ------------
Agreement is found by a court of competent jurisdiction to be invalid or
unenforceable, that provision notwithstanding, the remaining provisions of
this Agreement shall remain in full force and effect and such invalid or
unenforceable provision shall be deleted.

         18.5  Assignment. Neither party may assign, voluntarily, by operation
               ----------
of law, or otherwise, any rights or delegate any duties under this Agreement
(other than third-party technical infrastructure and the right to receive
payments) without the other party's prior written consent, and any attempt to
do so without that consent will be void; provided, however, that AltaVista may
assign any of its rights or obligations under this Agreement in connection
with a sale of substantially all of its assets, merger, public offering or
other reorganization transaction. 1stUp may also assign any of its rights or
obligations under this Agreement, except to the following companies listed
below, in connection with a sale of substantially all of its assets, merger,
public offering or other reorganization transaction. 1stUp cannot assign any
of its rights or obligations to the following companies: Yahoo, Lycos, Go
network companies, Excite@home; NBCi companies; Microsoft, AOL, Goto.com,
Google. AltaVista maintains right to modify list of excluded sites at its sole
discretion. This Agreement will bind and inure to the benefit of the parties
and their respective successors and permitted assigns.

         18.6  Authority. Each party warrants to the other party that it has
               ---------
the authority to enter into this Agreement and that all necessary corporate or
other approvals have been obtained.

         18.7  Notices. Any notice required or permitted pursuant to this
               -------
Agreement shall be in writing delivered by hand, overnight courier, telecopy,
facsimile, or certified or registered mail to the address listed below and
shall be effective upon receipt:

Notices to 1stUp:

1stUp.Com
Attn: Charles Katz
930 Montgomery Street, Suite 200
San Francisco, California 94133

Notices to AltaVista:

AltaVista
Attn: Bill Keenan

                                       11
<PAGE>

529 Bryant Street
Palo Alto, California 94301
With a copy "Attn: Legal Department"

         18.8  Amendment. No alteration, waiver, cancellation, or any other
               ---------
change or modification in any term or condition of this Agreement shall be
valid or binding on either party unless made in writing and signed by duly
authorized representatives of both parties.

         18.9  Counterparts. This Agreement may be executed in one or more
               ------------
counterparts, including facsimiles, each of which shall be deemed to be a
duplicate original, but all of which, taken together, shall be deemed to
constitute a single instrument.

         18.10 Entire Agreement. The terms and conditions herein contained,
               ----------------
including all Exhibits hereto, constitute the entire agreement between the
parties with respect to the subject matter of this Agreement and supersede any
previous and contemporaneous agreements and understandings, whether oral or
written, between the parties hereto with respect to the subject matter hereof,
including without limitation the Initial Term Sheet, but not including the
Stock Purchase Agreement and the Rewards Software agreement. There are no
other agreements, understandings, representations, or promises between the
parties with respect to the subject matter of this Agreement.

         18.11 Construction. This Agreement is the product of negotiation
               ------------
between the parties and their respective counsel. This Agreement will be
interpreted fairly in accordance with its terms and conditions and without any
strict construction in favor of either party. Any ambiguity shall not be
interpreted against the drafting party.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized representatives as of the Effective
Date.


<TABLE>
<CAPTION>
1stUp.com Corporation                           AltaVista Company
<S>                                            <C>

By:  /s/ Charles Katz                           By:  /s/ [Signature Illegible]
   ---------------------                           ----------------------------

Name:  Charles Katz                             Name:
     --------------------                             -------------------------

Title:    President, CEO                        Title:
      -------------------                             -------------------------

Date:    June 25, 1999                          Date:  June 25, 1999
     ---------------------                           --------------------------
</TABLE>

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