USWEB
                               AFFILIATE AGREEMENT

This  Affiliate  Agreement is made this ______ day of  _________________,  19__,
(the "Effective Date") by and between USWEB Corporation, a Utah Corporation with
its principal place of business at 3000 Lakeside Drive, Santa Clara,  California
95054 ("USWEB"), and

                            Enteractive Web Services
                              110 West 40th Street
                               New York, NY 10018

("Affiliate") (sometimes a "Party" or, collectively, "the Parties").

                                    PREAMBLES

         1. USWEB has  developed  and owns a  proprietary  business  system (the
"USWEB System"), identified by the mark "USWEB(TM)", relating to the development
and operation of businesses  offering  services for the development,  operation,
and maintenance of customer sites on the Internet.

         2. The USWEB System  includes,  and will include,  without  limitation,
software,  products, and services for the development,  operation,  service, and
support of  Internet  Web sites for  Affiliate's  customers,  including  turnkey
development  and deployment  systems and  specifications;  development  content,
aids, and templates;  techniques and materials for promotion,  advertising,  and
marketing  to  customers;   customer  education  programs,  record  keeping  and
reporting  methods;  training  in  operation  of the USWEB  Business;  and other
tangible and intangible  property  contributing to the continuity and uniformity
of the USWEB Network.

         3.  Affiliate's  Application  to  become  a USWEB  Affiliate  has  been
approved  by  USWEB  in  reliance  upon  all of  the  representations  made  and
information contained in that Application.

         4. The  Parties  intend  this  Agreement  to  establish  the  basis for
ensuring uniform standards of quality, performance, operation, and reputation of
Affiliate's USWEB business;  enhancing and protecting the USWEB names and marks;
ensuring the full and fair  collection of Affiliate's  financial  obligations to
USWEB; and, generally,  providing an objective  contractual basis for a fair and
mutually satisfactory business relationship between the Parties.

         THEREFORE,  the  Parties,  in  consideration  of the  undertakings  and
commitments of each Party to the other Party  contained in this  Agreement,  and
for other good and valuable consideration, agree as follows:


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1.       DEFINITIONS

         These terms shall have the following meanings in this Agreement:

1.1      "USWEB" means USWEB  Corporation,  the Franchisor under this Agreement,
         which is a Utah  Corporation  with its  principal  place of business at
         3000 Lakeside Drive, Santa Clara,  California 95054, and its successors
         and assigns pursuant to this Agreement.

1.2      "Affiliate"  shall mean the individual,  corporation,  partnership,  or
         other legal person which is the signatory to this Agreement.

1.3      "USWEB Business" shall mean the business operated by Affiliate pursuant
         to this Agreement,  utilizing the USWEB System and Marks in the design,
         development,  operation,  and  maintenance  of customer's  sites on the
         Internet, and providing customer education on Internet-related topics.

1.4      "USWEB  Network"  shall  mean  the  network  of  USWEB  and  all  USWEB
         Businesses operated by all USWEB Affiliates, utilizing the USWEB System
         and Marks.

1.5      "USWEB  System" shall mean USWEB's  prescribed  methods for operating a
         USWEB  Business and all component  elements of such methods used in the
         design, development,  operation, and maintenance of customer's sites on
         the  Internet and  providing  customer  education  on  Internet-related
         topics,  including the use of the name and style "USWEB(TM)";  licensed
         USWEB  Intellectual  Property and USWEB  Proprietary  Information;  and
         various programs, procedures,  techniques,  know-how, and other methods
         of doing business used in the operation of USWEB Business.

1.6      "Adjusted Gross Revenues"  shall mean  Affiliate's  gross revenues from
         the  operation  of the  USWEB  Business  established  pursuant  to this
         Agreement, determined using United States Generally Accepted Accounting
         Principles  (USGAAP),  adjusted  for  (a)  the  amount  of  Affiliate's
         unburdened  direct cost for (i) computer  hardware  products  resold to
         Affiliate's customers,  (ii) goods and/or services purchased from USWEB
         and resold to Affiliate's customers, and (iii) Internet access services
         purchased  from  USWEB-approved  suppliers  and  resold to  Affiliate's
         customers,  and  for (b)  sales  discounts  and/or  rebates  which  are
         determinable  at the  time  Affiliate  contracts  with  its  customers.
         Adjusted  Gross  Revenues  shall not be adjusted for  discounts  and/or
         rebates  granted  at  any  time  after  Affiliate  contracts  with  its
         customers, or for any costs of generating revenues,  operating expenses
         (including the write off of uncollectible  accounts receivable or other
         bad debt expenses),  non-operating expenses, or other expenses relating
         to the  operation of the USWEB  Business  established  pursuant to this
         Agreement.

1.7      "Advertising  &  Marketing  Fund"  or "the  Fund"  shall  mean the fund
         administered  by USWEB,  pursuant to the  provisions  of Section 7.0 of
         this Agreement.

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1.8      "Authorized  Offering"  shall mean those products or services which are
         authorized by USWEB for offering to Affiliate's customers.

1.9      "Incapacity"  shall  mean the  inability  of  Affiliate  to  operate or
         oversee the  operation  of the USWEB  Business on a regular  basis,  by
         reason of any continuing  physical,  mental,  or emotional  disability,
         chemical  dependency,  or any other limitation resulting in Affiliate's
         inability to operate or oversee the  operation  of the USWEB  Business.
         Any  dispute as to the  existence  of  Incapacity  shall be resolved by
         majority  decision of three licensed medical  physicians  practicing in
         the state of the  location  of the  USWEB  Business,  with  each  Party
         selecting  one medical  physician,  and the two medical  physicians  so
         designated  selecting the third medical physician.  The decision of the
         majority  of the three  medical  physicians  shall be binding  upon the
         Parties  and all costs of making  such  decision  shall be borne by the
         Party against whom it is made.

1.10     "USWEB  Intellectual  Property" shall mean any and all patents,  patent
         applications  (including  any  amendments,  continuations,   divisions,
         subdivisions,  substitutes, reissues, or re-examinations),  inventions,
         industrial  models,  designs,  copyrights,  trademarks,  service  marks
         (including all  registered,  unregistered,  and common law  copyrights,
         trademarks,  or  service  marks),  logos,  slogans,  characters,  trade
         secrets  (including USWEB Proprietary  Information,  as defined in this
         Agreement),  know-how, show-how, licenses, sublicenses, and permissions
         to  use  copyrighted  materials  of  others,  including  all  forms  of
         implementations  incorporating  such USWEB Intellectual  Property,  and
         including  assignments  of  "derivative  works" [as defined in the U.S.
         Copyright Act, 17 U.S.C. ss. 101 (1994)] of USWEB Intellectual Property
         from  Affiliate  and other USWEB  Affiliates,  which may be licensed or
         sublicensed by USWEB, either to Affiliate or to Affiliate's customers.

1.11     "Mark" or "Marks" shall mean the trademark and service mark  USWEB(TM),
         in  approved  form  or  style  as set  forth  from  time to time in the
         Operations  Manual or other  communication  from USWEB  relating to the
         Marks,  as well as all other  trademarks,  service marks,  trade names,
         slogans,  designs,   packaging,  trade  dress,  or  other  descriptive,
         distinctive,  or identifying  characteristics  which may be adopted and
         used by USWEB for use in the USWEB  System,  as set forth  from time to
         time in the Operations Manual.

1.12     "Operations Manual" shall mean the set of materials,  however published
         and  delivered,   which  sets  forth  the  standards,   specifications,
         policies, procedures,  methods, approved products, services, suppliers,
         and other USWEB Proprietary  Information relating to the operation of a
         USWEB Business using the USWEB System, and all amendments, supplements,
         bulletins,  notices, and memoranda relating to such materials which may
         be provided to Affiliate by USWEB in its sole discretion,  from time to
         time.

1.13     "USWEB  Proprietary  Information"  shall mean all  information,  in any
         form, relating to the USWEB System or the operation of a USWEB Business
         which  has  not  been   publicly   disclosed   by  a  duly   authorized
         representative of USWEB. USWEB Proprietary

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         Information  shall include,  but not be limited to, the contents of the
         Operations   Manual,   marketing  and  sales   information  and  plans,
         operations, specifications, procedures, Authorized Offerings, technical
         and pricing information, and other items, tangible or intangible, which
         relate to the USWEB  System,  as modified from time to time by USWEB in
         its sole  discretion,  but which  modifications  shall  not  materially
         modify any term or condition of this Agreement.

1.14     "SMSA  Class"  shall  mean  USWEB's   classification  of  the  Standard
         Metropolitan  Statistical Area ("SMSA"),  as defined by the U.S. Census
         Bureau or its successor,  from time to time, in which Affiliate's USWEB
         Business is located.

1.15     "Transfer" shall mean any act by Affiliate to sell,  assign,  transfer,
         convey, give away, or encumber to any person, firm, or corporation, all
         or any part of its  interest in this  Agreement  or its interest in the
         franchise  granted by this  Agreement or a controlling  interest in any
         proprietorship,  partnership,  or corporation that owns any interest in
         this Agreement or in the franchise, or any offer, permit, or sufferance
         of any sale, assignment,  transfer, conveyance, gift, or encumbrance in
         any way to any person, firm, or corporation.

2.       GRANT OF FRANCHISE

2.1      Subject  to all  terms  and  conditions  of this  Agreement  and to the
         continuing  good  faith  performance  of such terms and  conditions  by
         Affiliate, USWEB grants to Affiliate a nonexclusive franchise:

         a.       to adopt and use the USWEB System to operate a USWEB  Business
                  at the  location  in the SMSA  specified  in Exhibit A to this
                  Agreement;

         b.       to operate the USWEB  Business  continuously  during  business
                  hours necessary to complete projects in a timely manner and in
                  compliance with customer expectations,  in accordance with the
                  terms and  conditions  of this  Agreement  and the  Operations
                  Manual;

         c.       to  advertise  the  USWEB  Business  to the  public as a USWEB
                  Business; and

         d.       to promote,  market,  offer,  sell,  and provide to the public
                  authorized   USWEB   products   and   services    ("Authorized
                  Offerings"),  in accordance  with the terms and  conditions of
                  this Agreement,  the Operations  Manual,  related licenses and
                  other  communications  from  USWEB to  Affiliate  from time to
                  time.

2.2      USWEB also grants to Affiliate the following  nonexclusive licenses, to
         be used by Affiliate only during the term of this Agreement and only in
         conjunction with the franchise granted by this Agreement:

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         a.       a  nonexclusive  license to use the Marks,  including the Mark
                  USWEB(TM)  and all other Marks  adopted and used by USWEB as a
                  part of the USWEB  System,  as published  from time to time in
                  the  Operations  Manual,  in strict  accordance  with  USWEB's
                  standards  and  requirements  for usage of the  Marks,  as set
                  forth in this  Agreement,  in the  Operations  Manual,  and in
                  other  communications  from  USWEB to  Affiliate  from time to
                  time; and

         b.       a nonexclusive license to use USWEB Intellectual  Property, as
                  distributed by USWEB to Affiliate from time to time during the
                  term of this  Agreement,  in strict  accordance with the terms
                  and conditions of any related licenses for USWEB  Intellectual
                  Property,  and in strict accordance with USWEB's standards and
                  requirements for USWEB Intellectual  Property, as set forth in
                  this  Agreement,  in  the  Operations  Manual,  and  in  other
                  periodic  communications  from USWEB to Affiliate  relating to
                  USWEB Intellectual Property; and

         c.       a nonexclusive  license to use USWEB Proprietary  Information,
                  as disclosed  by USWEB to  Affiliate  from time to time during
                  the term of this Agreement,  in strict accordance with USWEB's
                  standards  and  requirements  for  usage of USWEB  Proprietary
                  Information, as set forth in this Agreement, in the Operations
                  Manual,  and in other  periodic  communications  from USWEB to
                  Affiliate relating to USWEB Proprietary Information.

2.3      USWEB shall  deliver to Affiliate a current  version of the  Operations
         Manual,  which USWEB shall update and revise,  from time to time during
         the term of this Agreement in its sole discretion.

2.4      The term of this  Agreement  shall be five (5) years from the Effective
         Date set forth above.

2.5      The success of the business  venture  contemplated  to be undertaken by
         Affiliate by virtue of this Agreement is speculative and depends,  to a
         large extent, upon the ability of Affiliate as an independent  business
         operator and the active participation of Affiliate in the daily affairs
         of the USWEB  Business,  as well as other factors.  USWEB does not make
         any representation or warranty, express or implied, as to the potential
         success of the business venture contemplated by this Agreement.

2.6      If,  upon  expiration  of the  term of this  Agreement,  Affiliate  has
         complied with Sections 2.6(a) and 2.6(b) of this Agreement,  and is not
         otherwise in default under this Agreement,  then Affiliate may elect to
         continue  operating the USWEB Business by complying with the provisions
         of  Sections  2.6 and  2.7 of  this  Agreement,  unless  Affiliate  has
         received  notice  from USWEB in  accordance  with  Section  2.9 of this
         Agreement that the franchise  will not be renewed.  In order to qualify
         to continue to operate as a USWEB Affiliate:

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         a.       Affiliate must have substantially  complied with all the terms
                  and  conditions  of this  Agreement  and any  other  agreement
                  between Affiliate and USWEB; and

         b.       Affiliate  must have given  written  notice of its election to
                  continue  to  operate as a USWEB  Affiliate  to USWEB not less
                  than six (6) months and not more than nine (9) months prior to
                  the expiration of the term of this Agreement.

2.7      If Affiliate has complied with the  requirements of Section 2.6 of this
         Agreement,  then the following additional  conditions precedent must be
         satisfied at least ninety (90) days prior to the expiration of the term
         of this Agreement in order to continue to operate as a USWEB Affiliate:

         a.       Affiliate must qualify under USWEB's then-current criteria for
                  a new USWEB franchise,  including all financial,  operational,
                  and business  suitability  criteria  then-utilized by USWEB in
                  evaluating  and  approving  Applications  to  become  a  USWEB
                  Affiliate. If USWEB is not offering new franchises at the time
                  of Affiliate's renewal,  then the requirements of this Section
                  2.7(a) shall be deemed waived.

         b.       USWEB and  Affiliate  must  execute the  then-current  form of
                  Franchise Agreement for USWEB Affiliates,  including all other
                  ancillary  agreements and legal instruments then used by USWEB
                  in connection with the granting of USWEB  franchises;  refusal
                  by Affiliate to execute such agreements and instruments within
                  thirty (30) days of delivery to  Affiliate  shall be deemed an
                  election  by  Affiliate  not to continue to operate as a USWEB
                  Affiliate;

         c.       Affiliate  must   satisfactorily   complete   USWEB's  renewal
                  training  program,  provided that such  training  shall not be
                  longer  than  the  training   period   then-required   of  new
                  Affiliates;

         d.       Affiliate   must  execute  a  general   release,   in  a  form
                  satisfactory to USWEB,  generally releasing any and all claims
                  Affiliate   may  have   against   USWEB,   its   subsidiaries,
                  Affiliates,  or predecessors,  and their respective  partners,
                  officers, directors, agents, shareholders,  and employees, for
                  any  acts or  omissions  that  may have  occurred  during  the
                  relationship  of the Parties prior to the date of the release;
                  and

         e.       Affiliate  shall  pay to  USWEB  a fee of  Two  Thousand  Five
                  Hundred Dollars ($2,500).

2.8      All supplements, additions, or other modifications to this Agreement of
         whatever  kind,  nature,  and  description  shall  terminate  upon  the
         expiration of this Agreement or execution

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<PAGE>

         of the  then-current  form  of  Franchise  Agreement.  No  supplements,
         additions,  or other  modifications  to this  Agreement  shall  survive
         expiration or termination of this Agreement.

2.9      If USWEB elects not to renew the franchise  granted by this  Agreement,
         then USWEB shall give  Affiliate  written notice of its election not to
         renew the franchise,  specifying the reasons for non-renewal, not later
         than  ninety  (90)  days  prior to the  expiration  of the term of this
         Agreement.

2.10     The franchise and licenses  granted to Affiliate by this  Agreement are
         nonexclusive.  USWEB shall have,  at all times  throughout  the term of
         this  Agreement  and at all  places the  unqualified  right to open and
         operate,  or to  franchise  and  license  others  to open and  operate,
         businesses utilizing the USWEB System and Marks.

2.11     USWEB expressly  reserves any and all rights not explicitly  granted to
         Affiliate by the terms and conditions of this Agreement.

3.       MARKS

3.1      Affiliate  acknowledges and shall not contest the validity of the Marks
         and acknowledges that the Marks are the sole and exclusive  property of
         USWEB. Affiliate shall not oppose or seek to cancel any registration of
         any of the Marks,  in the United  States or  elsewhere,  or aid or abet
         others in such activities,  during or after the term of this Agreement.
         Affiliate  may use the Marks  solely for the purposes and to the extent
         of the rights,  licenses,  and franchise  granted by this Agreement and
         only in accordance with the provisions of this Agreement.

3.2      All goodwill  associated  with the Marks,  including any goodwill which
         might be generated by Affiliate and all other USWEB  Affiliates,  shall
         remain the sole property of USWEB.

3.3      Affiliate  shall  not use the  Marks,  or any  colorable  imitation  or
         similar mark, directly or indirectly, for any purpose whatsoever, other
         than the  purposes  intended by this  Agreement,  at any time during or
         after expiration or termination of this Agreement.

3.4      Affiliate  shall  not use the Marks as part of any  corporate  or trade
         name, or with any prefix,  suffix,  or other  modifying  words,  terms,
         designs,  or  symbols,  or  in  any  modified  form,  during  or  after
         expiration or  termination  of this  Agreement,  except as a fictitious
         business name, which shall be in the form prescribed by, and subject to
         the prior written  approval of, USWEB,  as set forth in the  Operations
         Manual.

3.5      USWEB shall  indemnify and hold harmless  Affiliate  against all claims
         arising  from  Affiliate's  proper  or  authorized  use of the Marks in
         accordance with the terms and conditions of this Agreement.

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<PAGE>

3.6      Affiliate shall not attempt,  authorize,  or purport, in any manner, to
         license, sublicense, or grant, in any manner, any interest in the Marks
         to any person at any time, during or after expiration or termination of
         this Agreement.  Any such act by Affiliate shall constitute irreparable
         harm to USWEB  and  other  USWEB  Affiliates  and  shall  constitute  a
         material breach of this Agreement.

3.7      Affiliate shall notify USWEB  immediately of any apparent  infringement
         of or challenge to Affiliate's  use of any of the Marks or claim by any
         person  of any  rights  in any of the  Marks.  USWEB  shall  have  sole
         discretion to take such action,  if any, as it deems  appropriate,  and
         Affiliate  shall  cooperate  with  USWEB in all  activities  reasonably
         required  by USWEB to  preclude or  terminate  unauthorized  use of the
         Marks or any confusingly  similar name or Mark.  Affiliate shall not be
         liable  for  attorneys  fees,  court  costs,  or other  legal  expenses
         incurred  by USWEB in  pursuit  of  infringement  actions.  Any and all
         damages or other  amounts  recovered  in any such action or  proceeding
         shall be the sole property of USWEB.

3.8      USWEB shall  provide  Affiliate  with  specifications  for exterior and
         interior  signs  required to be  displayed at the location of the USWEB
         Business. Alteration of the sign specifications shall be permitted only
         to  conform  to local  ordinances,  and only  with  the  prior  written
         approval of USWEB, which approval shall not be unreasonably withheld.

3.9      If it becomes  advisable at any time, in USWEB's sole  discretion,  for
         USWEB  and/or  Affiliate  to modify or  discontinue  use of any  Marks,
         and/or  use  one  or  more   additional  or  substitute   trade  names,
         trademarks, service marks, or other commercial symbols, or any items of
         trade  dress  or  decor,  then  Affiliate  shall  comply  with  USWEB's
         directions within a reasonable time after notice to Affiliate by USWEB,
         and USWEB shall have no liability or obligation whatsoever with respect
         to Affiliate's modification or discontinuance of use of any Marks.

3.10     Affiliate shall not use any of the Marks in the offering of any product
         or service which is not an Authorized Offering,  or in any other manner
         not expressly  authorized by this Agreement,  by the Operations Manual,
         or separately in writing by USWEB.

4.       COMMENCEMENT OF OPERATIONS

4.1      The location and premises of the USWEB Business identified in Exhibit A
         shall be  approved  in advance  and in writing  by USWEB.  USWEB  shall
         provide to  Affiliate a list of  modifications,  if any,  necessary  to
         convert the approved location to the USWEB System,  and Affiliate shall
         complete all interior and exterior  modifications  for the location and
         commence  operations at the location  under the USWEB System within six
         (6) months of the Effective Date.

4.2      In the event USWEB disapproves of Affiliate's location, Affiliate shall
         have sixty (60) days from the Effective Date of this  Agreement  within
         which to enter into a lease at an

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<PAGE>
         approved  location and,  thereafter,  to complete the modifications and
         preparations of the location in accordance  with USWEB's  requirements,
         in order to commence  operations at the location under the USWEB System
         within six (6) months of the Effective Date. Affiliate acknowledges and
         agrees that time is of the essence in this regard, and that Affiliate's
         failure to meet the time limits  imposed in Section 4.1 or this Section
         4.2 of this Agreement,  unless extended in writing by USWEB, shall be a
         material breach of this Agreement and may be grounds for termination of
         the Agreement at the sole option of USWEB, without further liability to
         Affiliate.

4.3      Upon completion of all activities reasonably necessary for Affiliate to
         commence operations as a USWEB Center at the location,  but in no event
         later than the first day of the month  after six (6)  months  after the
         Effective Date of this Agreement, the Parties shall execute the Startup
         Addendum, attached as Exhibit B to this Agreement,  confirming the date
         on which  Affiliate's  obligations  to pay  Royalty & Service  Fees and
         Advertising  Marketing  Fees,  under  Sections  9.2  and  9.3  of  this
         Agreement, shall commence.

4.4      Affiliate  shall  be  solely  responsible  for  maintaining   suitable,
         approved  premises for the operation of the USWEB  Business  during the
         term of this Agreement and for all lease payments for the space.  USWEB
         does not guarantee any such payments,  and Affiliate may not act in any
         way which might bind or obligate, or attempt to bind or obligate, USWEB
         to the terms of any premises lease.

4.5      Affiliate  shall not relocate the USWEB  Business (a) from the location
         or (b)  outside  the SMSA set  forth in  Exhibit  A to this  Agreement,
         without the prior written consent of USWEB,  which consent shall not be
         unreasonably  withheld.   USWEB  may  impose  conditions  precedent  to
         approval  of any  relocation  as  USWEB  deems  necessary  in its  sole
         discretion.  Any such  relocation  of the  USWEB  Business  shall be at
         Affiliate's  sole  expense,  and USWEB  shall  have the right to charge
         Affiliate for all costs  incurred by USWEB,  including a reasonable fee
         for its services in connection with any such relocation.

4.6      Although USWEB utilizes its experience and expertise in the approval of
         the location of a USWEB Business,  nothing  contained in this Agreement
         shall be  interpreted  as a guarantee of success at such  location.  It
         shall be the sole  responsibility  of Affiliate to secure  premises for
         the site of  Affiliate's  USWEB  Business and to initiate a request for
         relocation  approval  in the event that the  original  premises  become
         unsuitable.

5.       OPERATING STANDARDS

5.1      In  order  to  maintain  the  high  quality  and  consistent  standards
         associated with the USWEB System and Marks, Affiliate shall:

         a.       Devote full time and best efforts to establish and develop the
                  USWEB Business in accordance  with all terms and conditions of
                  this Agreement; Affiliate may

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<PAGE>
                  designate a qualified  employee  for such  purpose,  and USWEB
                  reserves  the right to  approve  the person so  designated  by
                  Affiliate;

         b.       Maintain the condition  and  appearance of the location of the
                  USWEB Business,  consistent  with USWEB's  standards for USWEB
                  Business; and to improve and upgrade the location from time to
                  time  as may be  required  or  necessary,  including,  but not
                  limited to, replacement of worn or obsolete computer or office
                  equipment,  fixtures,  or  decor,  maintenance  and  repair of
                  exterior and interior  areas,  and  redecorating  of the USWEB
                  Business   premises,   in   accordance   with   standards  and
                  specifications  set forth by USWEB in the  Operations  Manual,
                  the lease for the premises,  and in other  communications from
                  USWEB to Affiliate, from time to time;

         c.       Promote the USWEB Business using the advertising,  operations,
                  and promotion  materials developed and made available by USWEB
                  to Affiliate from time to time.

         d.       Use only prescribed forms of customer agreements and licenses,
                  as set forth from time to time in the Operations  Manual,  and
                  not enter into any other  forms of  agreement  with  customers
                  which would have the effect of abrogating any provision in any
                  prescribed form;

         e.       Complete  and  submit  to  USWEB,  on  a  timely  basis,   the
                  then-current  forms and reports  prescribed and made available
                  in various USWEB publications.

         f.       Maintain an accounting and record keeping system,  approved in
                  accordance with the standards and  specifications set forth in
                  the  Operations   Manual,   including  the  basic   accounting
                  information  necessary to prepare  financial  statements and a
                  general  ledger in  accordance  with United  States  Generally
                  Accepted  Accounting  Principles (USGAAP) utilizing a standard
                  chart of accounts as set forth in the Operations Manual,  with
                  adequate and verifiable records and supporting  documentation,
                  including,  without  limitation,  invoices,  payroll  records,
                  check  registers,   sales  tax  records,   cash  receipts  and
                  disbursements, journals, and general ledgers;

         g.       Except  as  otherwise  provided  in this  Agreement,  purchase
                  products  and  services  for use in the  USWEB  Business  from
                  vendors that meet USWEB's standards and specifications, as set
                  forth in the Operations  Manual;  Affiliate shall not offer to
                  its  customers  any  products  or  services  through the USWEB
                  Business  which are not  Authorized  Offerings or otherwise in
                  accordance with USWEB's standards and specifications;

         h.       In order to assure  uniformly  high  standards  and quality of
                  service and operations,  provide  Internet hosting services to
                  Affiliate's  customers  which are operated only by USWEB or by
                  approved suppliers;

                                      -10-

<PAGE>

         i.       Use and  display  the USWEB name and Marks only in such manner
                  as  contemplated or provided for in this Agreement and USWEB's
                  published standards;

         j.       Comply at all times with all  federal,  state,  and  municipal
                  laws,  regulations,  bylaws,  orders,  rulings,  permits,  and
                  licensing  requirements,  and pay  promptly any and all taxes,
                  assessments,  fees,  fines,  and penalties  arising out of the
                  operation of the USWEB Business;

         k.       Respond  promptly  to any  and  all  customers'  inquiries  or
                  complaints  and  resolve to the  customer's  satisfaction  all
                  reasonable complaints;

         l.       Comply with the  standards,  specifications,  procedures,  and
                  other  requirements  of the USWEB System,  as set forth in the
                  Operations  Manual,  as the USWEB  System may be  subsequently
                  modified by USWEB, in its sole discretion, from time to time;

         m.       Use the location of the USWEB Business  solely for the purpose
                  of operating a USWEB Business,  and not for any other purpose,
                  without the prior written consent of USWEB;

         n.       Notify USWEB in writing  within three (3) business days of the
                  commencement of any action,  suit, or legal  proceeding by any
                  person,  or of the  issuance  of any order,  writ,  injunction
                  award, or decree of any court,  agency, or other  governmental
                  instrumentality,  which may adversely  affect the operation or
                  financial  condition of the USWEB Business,  or the reputation
                  of the USWEB Network;

         o.       Hire and train only competent and qualified employees; and

         p.       Obtain and maintain in force, at its sole expense, a policy or
                  policies of liability insurance,  in such form and such limits
                  (of  not  less  than  $1  million)  as  USWEB,   in  its  sole
                  discretion,   deems   necessary,   (including   motor  vehicle
                  liability  insurance,  if a motor  vehicle is  employed in the
                  operation  of  the  USWEB  Business,)  as  set  forth  in  the
                  Operations  Manual.  All such  insurance  policies  shall name
                  USWEB  Corporation as an additional  insured and shall provide
                  that USWEB will receive ten (10) days prior written  notice of
                  termination,  expiration,  or cancellation of any such policy;
                  not less than annually, Affiliate shall submit to USWEB a copy
                  of  the  certificate  or  other  evidence  of the  renewal  or
                  extension of each such insurance policy; if Affiliate fails to
                  comply with the  obligations  of  thisss.5.1  (p),  then USWEB
                  shall have the right to procure such  insurance  and Affiliate
                  shall reimburse USWEB for all related costs incurred.

                                      -11-

<PAGE>
5.2      Affiliate shall maintain the confidentiality, both during and after the
         term of this Agreement,  of all USWEB Proprietary Information disclosed
         to Affiliate by USWEB  pursuant to this  Agreement,  and not  disclose,
         duplicate,  or otherwise use in an  unauthorized  manner any portion of
         the USWEB  Proprietary  Information;  Affiliate shall not use any USWEB
         Proprietary  Information  for any purpose or in any  business  activity
         other than in the USWEB Business,  or in any manner not contemplated by
         this  Agreement,  unless such use has been  specifically  authorized or
         approved in writing by USWEB;

5.3      USWEB  Proprietary  Information  shall remain,  at all times,  the sole
         property  of USWEB and shall be  returned  to USWEB  promptly  upon the
         expiration or termination of this Agreement

5.4      Affiliate shall insure,  at all times,  that the Operations  Manual and
         USWEB  Proprietary  Information  provided to it are maintained in their
         most  current  version,  and in the  event  of  any  dispute  as to the
         contents  of such  materials,  the  terms  of the  master  copy of such
         materials maintained by USWEB shall be controlling.

5.5      Affiliate may use USWEB  Intellectual  Property  authorized by USWEB in
         the  delivery of products or  services  to  Affiliate's  customers,  in
         accordance with the terms and conditions of various license  agreements
         pertaining  to  USWEB   Intellectual   Property,   including   licenses
         agreements  with third  parties,  which licenses may grant to Affiliate
         the  right  to  prepare  "derivative  works"  [as  defined  in the U.S.
         Copyright  Act, 17 U.S.C.  ss. 101  (1994)]  from such  licensed  USWEB
         Intellectual Property. With respect to such derivative works, Affiliate
         hereby  assigns  to  USWEB  all  right,  title,  and  interest  in such
         derivative works, including any patent, copyright, know-how, or similar
         rights relating to such derivative works,  under methods and procedures
         set forth in the  Operations  Manual,  from time to time, and shall do,
         execute,  acknowledge,  and deliver all such further  acts,  transfers,
         assignments,  conveyances, or assurances as USWEB may require to better
         transfer,  assign,  convey,  grant,  and assure the  assignment  of and
         delivery of code for such derivative works to USWEB.

6.       OTHER OBLIGATIONS OF USWEB

6.1      USWEB will revise and update the Operations Manual,  from time to time,
         during the term of this  Agreement and  distribute  such  revisions and
         updates to Affiliate.

6.2      USWEB will test and evaluate computer  hardware and software  products,
         and recommend  certain  systems and  configurations  for use in various
         parts of the USWEB Business, in USWEB's sole discretion,  in accordance
         with the standards,  specifications, and procedures set forth from time
         to time in the Operations Manual.

                                      -12-

<PAGE>
6.3      USWEB will test and evaluate  products and services for  designation as
         Authorized Offerings, in accordance with the standards, specifications,
         and procedures set forth from time to time in the Operations Manual.

6.4      USWEB will sell and/or  distribute  products  and  services,  including
         products and services  developed by other USWEB Affiliates and assigned
         to USWEB pursuant to Section 5.5 of the Franchise  Agreement (or future
         equivalents),  in  USWEB's  sole  discretion,  in  accordance  with the
         standards,  specifications,  and procedures set forth from time to time
         in the Operations Manual.

6.5      USWEB  will  provide  such  other  ongoing  consultation,  advice,  and
         assistance  as USWEB,  in its sole  discretion,  deems  appropriate  to
         assist   Affiliate  in  the  operation  of  the  USWEB  Business,   the
         performance of Affiliate's  obligations  under this Agreement,  and the
         maintenance of high standards and reputation of the USWEB Network.

7.       ADVERTISING

Affiliate  acknowledges  the  value of  advertising  and the  importance  of the
standardization  of advertising and promotion to the furtherance of the goodwill
and  the  public  image  of the  USWEB  franchise  network  and to  other  USWEB
Affiliates. Therefore, it is agreed as follows:

7.1      USWEB,  or its designee,  shall develop,  in its sole  discretion,  all
         creative concepts, advertising campaigns, and marketing and promotional
         materials used in the USWEB System.  Affiliate shall not perform any of
         these  activities,  and shall  utilize  only  USWEB-approved  concepts,
         campaigns,  and  materials,  in  accordance  with this  Agreement,  the
         Operations  Manual, and other  communications  from USWEB, from time to
         time.

7.2      USWEB, or its designee,  shall utilize The Advertising & Marketing Fund
         in  its  sole  discretion,  for  advertising,   marketing,  and  public
         relations  activities  to  promote  the sale of  products  or  services
         offered  by  USWEB  Affiliates,  to  promote  the  sale  of  new  USWEB
         franchises,   to  produce  advertising   campaigns  and  marketing  and
         promotional  materials for use by all USWEB  Affiliates,  and to assist
         specific USWEB Affiliates,  as well as to pay all costs associated with
         the general  marketing and promotion of the USWEB  Network,  including,
         without   limitation,   corporate   employee   and   other   reasonable
         administrative costs relating to advertising, marketing, and promotion;
         engagement of advertising,  public  relations,  and media buying firms;
         and costs for development and placement of advertising campaigns in all
         forms of media.

7.3      In addition to the  Advertising  &  Marketing  Fee payable  pursuant to
         Section 9.3 of this  Agreement,  Affiliate  shall  spend,  on an annual
         basis,  not less than one percent  (1%) of Adjusted  Gross  Revenues on
         marketing and  advertising  activities  related  solely to  Affiliate's
         USWEB Business.  Categories of such activities will be described,  from
         time to time, in the Operations Manual.

                                      -13-

<PAGE>
7.4      Affiliate agrees and acknowledges that The Advertising & Marketing Fund
         is intended to maximize marketplace recognition of USWEB and acceptance
         of the Marks for the  benefit of the USWEB  franchise  network and that
         USWEB or its designee undertake no obligation in administering the Fund
         to make  expenditures  for any USWEB  Affiliate  that are equivalent or
         proportionate  to its  contribution,  or to ensure that any  particular
         Affiliate  benefits  directly  or pro rata from the  placement  of such
         advertising.  Affiliate  shall  have no right to any  refund  of monies
         contributed to the Fund upon  termination,  expiration,  or transfer of
         this Agreement.

7.5      Affiliate   shall   maintain  a  business   telephone   and   advertise
         continuously in the classified or "Yellow Pages" of its local telephone
         directory  under such  listing(s)  and in such  format as  approved  by
         USWEB. Where multiple Affiliates serve a common geographic area covered
         by a common telephone  directory,  such  advertisements  shall list all
         then-existing  Affiliates  under a collective  listing(s) and Affiliate
         shall contribute its equal share in the cost of such advertising.

7.6      Affiliate shall advertise  consistently with all standards,  terms, and
         conditions of this Agreement and the Operations  Manual,  and shall not
         advertise or use, in  advertising  or any other form of promotion,  the
         Marks  without   displaying   appropriate  or  approved  copyright  and
         trademark registration marks or other designations, as required.

8.       ACCOUNTING AND RECORDS

8.1      Affiliate  must maintain an  accounting  and record  keeping  system in
         accordance with United States Generally Accepted Accounting  Principles
         (USGAAP),  approved in accordance with the standards and specifications
         set  forth in the  Operations  Manual.  This  system  shall  utilize  a
         standard chart of accounts,  as set forth in the Operations Manual, and
         shall  include the basic  accounting  information  necessary to prepare
         financial  statements,  a general ledger,  and reports required by this
         Agreement and the Operations Manual.  Affiliate shall maintain adequate
         and verifiable  records and supporting  documentation  relating to such
         accounting information,  in accordance with USWEB's specifications,  as
         set forth in the  Operations  Manual,  including  vendor  and  customer
         invoices,   payroll  records,   check  registers,   cash  receipts  and
         disbursements journals, and general ledgers.

8.2      Affiliate  shall,  at its expense,  submit to USWEB within  ninety (90)
         days of the end of  Affiliate's  fiscal  year  during  the term of this
         Agreement, an income statement for such fiscal year and a balance sheet
         as of the last day of such fiscal  year,  prepared on an accrual  basis
         (unless otherwise required by law), including all adjustments necessary
         for fair  presentation  of the  financial  statements,  as adjusted and
         reconciled  after  the  closing  and  review of  Affiliate's  books and
         records,  all in accordance with USGAAP. Such financial statements will
         be certified to be true and correct by  Affiliate.  USWEB  reserves the
         right to require annual  financial  statements,  prepared in accordance
         with USGAAP,  reviewed or audited by an  independent  certified  public
         accountant.

                                      -14-

<PAGE>

8.3      Affiliate  shall  submit to USWEB,  within  five (5) days of the end of
         each  calendar  month,  a true,  correct,  and  complete  statement  of
         Adjusted Gross Revenues for the previous calendar month, containing all
         information  required and in the format  prescribed,  by USWEB,  as set
         forth  in the  Operations  Manual,  and  certified  as  true,  correct,
         complete and accurate by Affiliate.

8.4      Affiliate  shall provide to USWEB copies of Affiliate's  annual federal
         income tax returns and quarterly (or other periodic) sales tax returns,
         including all schedules, exhibits, and tables included in such returns,
         within thirty (30) days of the date of filing each such return.  In the
         event that such returns are not filed by Affiliate in a timely  manner,
         Affiliate shall provide to USWEB copies of all extensions of time filed
         and granted  within thirty (30) days of each such filing or granting of
         such extension(s).

8.5      If  any  statement  submitted  to  USWEB  by  Affiliate  discloses  any
         underpayment  of  monthly  Royalty  &  Service  Fees or  Advertising  &
         Marketing  Fees,  then Affiliate  shall pay to USWEB,  at the time such
         statement  is  submitted,  the  amount  of any such  underpayment.  Any
         overpayment shall be credited to Affiliate's account with USWEB.

8.6      USWEB or its  designated  agents shall have the right at all reasonable
         times to examine,  at its expense,  the books and records of Affiliate.
         USWEB shall also have the right,  at any time,  to have an  independent
         audit made of Affiliate's  books and records,  by auditors  selected by
         USWEB and at USWEB's expense. In the event any such inspection or audit
         shall  disclose an  under-reporting  of Adjusted Gross Revenues for any
         period which exceeds five percent (5%) of  Affiliate's  Adjusted  Gross
         Revenues during such period,  then Affiliate shall pay to USWEB, within
         ten (10) days of receipt of a demand based on the report, the amount(s)
         due as a result of such under-statement, plus all costs associated with
         the audit, not to exceed $10,000.  Further,  in the event such audit is
         made  necessary  by the  failure of  Affiliate  to  furnish  reports or
         statements as required in this  Agreement,  Affiliate  shall  reimburse
         USWEB for all costs of such  inspection  or  audit,  including  without
         limitation  the charges of any  independent  accountant  and all travel
         expenses,   room  and  board,   and  other   reasonable   expenses  and
         compensation of USWEB employees relating to such inspection or audit.

9.       PAYMENTS AND FEES

9.1      INITIAL FRANCHISE FEES:

         a.       Upon execution of the Agreement,  Affiliate shall pay to USWEB
                  a  nonrecurring  Initial  Franchise Fee in the amount of Fifty
                  Thousand Dollars ($50,000).

         b.       The  Initial  Franchise  Fee will be reduced  for the first 50
                  USWEB  Affiliates.  If Affiliate is USWEB Affiliate Nos. 1-10,
                  then the Initial  Franchise Fee is zero ($0.00).  If Affiliate
                  is USWEB Affiliate Nos. 11-50,  then the Initial Franchise Fee
                  is Twenty-Five Thousand Dollars ($25,000).

                                      -15-

<PAGE>
                      [CIRCLE REDUCED AMOUNT AND INITIAL].

         c.       The Initial Franchise Fees are payable in full at the time of,
                  and  deemed  fully  earned  by USWEB and  nonrefundable  upon,
                  Affiliate's execution of this Agreement.

9.2      Affiliate  shall  pay  to  USWEB  a  monthly  Royalty  &  Service  Fee,
         calculated  at Five Percent (5%) of Adjusted  Gross  Revenues,  but not
         less  than  the  following  Monthly  Minimum  Royalty  &  Service  Fee,
         determined by the SMSA Class specified in Exhibit A to this Agreement:

================================================================================
SMSA Class 1         SMSA Class 2       SMSA Class 3      SMSA Class 4
------------         ------------       ------------      ------------
--------------------------------------------------------------------------------
   $3,800               $3,100             $2,000            $1,400
================================================================================

9.3      Affiliate  shall pay to USWEB a monthly  Advertising  &  Marketing  Fee
         equal to Two Percent (2%) of Adjusted Gross Revenues, but not less than
         the following Monthly Minimum  Advertising & Marketing Fee,  determined
         by the SMSA Class specified in Exhibit A to this Agreement:

================================================================================
SMSA Class 1         SMSA Class 2       SMSA Class 3      SMSA Class 4
------------         ------------       ------------      ------------
--------------------------------------------------------------------------------
   $1,700               $1,300              $800              $500
================================================================================

9.4      All amounts due to USWEB shall be payable on the tenth (10th)  business
         day of each calendar month.

9.5      Any amount properly owing from Affiliate to USWEB for Royalty & Service
         Fees, Advertising & Marketing Fees, or any other purpose whatsoever, if
         not paid when due,  whether  such  amount  has been shown on any report
         required  to  be  submitted  by  Affiliate  or  has  subsequently  been
         determined by verification,  examination, or audit to have been due for
         any month,  shall bear interest from the date such amount was due until
         paid,  at the lesser of one and  one-half  percent  (1.5%) per month of
         delinquency   or  the  maximum  rate   permitted   by  law.   Affiliate
         acknowledges that this provision does not constitute  USWEB's agreement
         to accept any payments  after the due date or a commitment  by USWEB to
         extend credit for or otherwise to finance Affiliate's  operation of the
         USWEB Business.

9.6      Affiliate  shall pay all costs incurred by USWEB due and owing to USWEB
         in  connection  with  the  operation  of  Affiliate's  USWEB  Business,
         including, without limitation, the costs

                                      -16-

<PAGE>
         of  enforcing  the  provisions  of this  Agreement  and the cost of all
         related  attorneys' fees,  accountants'  fees, court costs, and general
         and administrative expenses, including travel.

9.7      Notwithstanding any designation by Affiliate, USWEB shall have the sole
         discretion  to apply any receipts  from or on the accounts of Affiliate
         for any indebtedness to USWEB.

9.8      During  the  initial 4 calendar  months of the term of this  Agreement,
         Affiliate shall not be obligated to pay the Monthly Minimum obligations
         set forth in Sections  9.2 and 9.3,  and shall be obligated to pay only
         the  percentages of Adjusted Gross Revenues  payable  pursuant to those
         Sections.

10.      COVENANTS

10.1     During the term of this Agreement,  neither  Affiliate nor any officer,
         director,  or holder of a beneficial  interest of ten percent  (10%) or
         more of the ownership,  and of any  corporation  directly or indirectly
         controlling  Affiliate,  if Affiliate is a corporation;  or the general
         partners or any limited  partner  (including  any  corporation  and the
         officers,  directors,  and  holders of any  beneficial  interest of ten
         percent (10%) or more of the ownership of a corporation  that controls,
         directly or indirectly,  any general or limited partner),  if Affiliate
         is a partnership, shall:

         a.       engage in, or own any interest  (except as a passive  investor
                  of less than five  percent  (5%) of total debt and equity) in,
                  any  business or other  activity  that would  compete with the
                  USWEB Business or otherwise  conflict with the  performance of
                  Affiliate's  obligations  under  this  Agreement,  except as a
                  USWEB Affiliate; or

         b.       divert or attempt to divert any  business or any  customers of
                  the USWEB Business to any other person or entity, by direct or
                  indirect inducement or otherwise,  or do or perform,  directly
                  or  indirectly,  any other act injurious or prejudicial to the
                  goodwill associated with USWEB, the Marks, the USWEB Business,
                  or the USWEB Network; or

         c.       solicit any person for  employment  with  Affiliate  who is at
                  that  time  already   employed  by  USWEB  or  another   USWEB
                  Affiliate,  or otherwise directly or indirectly induce or seek
                  to induce such person to leave his or her employment.

10.2     For a period of two (2) years  following  expiration or  termination of
         this Agreement,  neither Affiliate nor any officer, director, or holder
         of a beneficial interest of ten percent (10%) or more of the ownership,
         and of any corporation directly or indirectly controlling Affiliate, if
         Affiliate  is a  corporation;  or the  general  partners or any limited
         partner  (including any  corporation and the officers,  directors,  and
         holders of any beneficial  interest of ten percent (10%) or more of the
         ownership of a corporation that controls,  directly or indirectly,  any
         general or limited partner), if Affiliate is a partnership, shall:

                                      -17-

<PAGE>
         a.       engage in, or own any interest  (except as a passive  investor
                  of less than five  percent  (5%) of total debt and equity) in,
                  any  business or other  activity,  in the SMSA where the USWEB
                  Business was located, that would compete with the former USWEB
                  Business, except as a USWEB Affiliate; or

         b.       divert or attempt to divert any  business or any  customers of
                  the USWEB  Business to any other  person or entity in the SMSA
                  where the USWEB  Business was  located,  by direct or indirect
                  inducement  or  otherwise,  or  do  or  perform,  directly  or
                  indirectly,  any other act  injurious  or  prejudicial  to the
                  goodwill associated with USWEB, the Marks, the USWEB Business,
                  or the USWEB Network; or

         c.       solicit any person for  employment who is at that time already
                  employed by USWEB or another  USWEB  Affiliate,  or  otherwise
                  directly or indirectly induce or seek to induce such person to
                  leave his or her employment.

10.3     Sections  10.1  and  10.2 of this  Agreement  shall  not  apply  to any
         business  activities  of  Affiliate,  or of any officer,  director,  or
         holder of a  beneficial  interest of ten  percent  (10%) or more of the
         ownership,  and of any corporation  directly or indirectly  controlling
         Affiliate, if Affiliate is a corporation; or of the general partners or
         any  limited  partner  (including  any  corporation  and the  officers,
         directors,  and holders of any beneficial interest of ten percent (10%)
         or more of the ownership of a corporation  that  controls,  directly or
         indirectly,  any  general  or  limited  partner),  if  Affiliate  is  a
         partnership,  which have been conducted by such person(s)  prior to the
         Effective Date of this  Agreement,  as such activities are described in
         Exhibit A to this Agreement.

11.      TRAINING AND ASSISTANCE

11.1     Prior to opening of the USWEB Business to be conducted pursuant to this
         Agreement,  Affiliate,  or Affiliate's designated manager, shall attend
         and successfully complete to USWEB's satisfaction,  an Initial Training
         Course of not more than four (4) days  duration,  to be  conducted at a
         location designated by USWEB. Two additional employees of Affiliate may
         attend the initial  training  course  without  additional  charge.  The
         Initial  Training  Course  shall  cover  all  material  aspects  of the
         operation of a USWEB Business.

11.2     USWEB may offer,  from time to time,  training  programs for previously
         trained and experienced  Affiliate  personnel,  to be conducted at such
         place as USWEB  shall  designate.  The  content  and  duration  of such
         training  shall be in  USWEB's  sole  discretion.  USWEB  may  charge a
         reasonable fee for such additional courses.

11.3     USWEB  may  provide   additional   optional  training  and  assistance,
         including on-location training and assistance,  at Affiliate's request.
         The content and duration of such  training and  assistance  shall be in
         USWEB's sole discretion and Affiliate may be required to pay

                                      -18-

<PAGE>
         per diem costs and expenses for such  training and  assistance,  as set
         forth in the Operations Manual.

11.4     Affiliate,  and key Affiliate  personnel as may be designated by USWEB,
         shall attend the USWEB Annual  Conference as mandatory annual training,
         in order to remain current and informed about developments in the USWEB
         System including,  but not limited to, methods of operations,  products
         and services, marketing strategies, advertising campaigns and programs,
         and other matters of topical interest.  Affiliate may be required, from
         time to time, to pay registration fees to attend the Annual Conference.

11.5     All expenses  incurred by Affiliate  and its employees in attending all
         USWEB training  programs,  including the initial training  course,  any
         optional   training,   and  the  mandatory  USWEB  Annual   Conference,
         including,  without  limitation,  travel,  room and board, and employee
         compensation, shall be the sole responsibility of Affiliate.

12.      DEFAULT AND TERMINATION

12.1     Except as otherwise  provided in this Section 12.0, USWEB may terminate
         this  Agreement  before the expiration of its term only for good cause.
         Good cause shall include, but not be limited to, Affiliate's failure to
         comply with any lawful  requirement of this Agreement after being given
         notice of Affiliate's  failure to comply and a reasonable  opportunity,
         which in no event need be longer than  thirty  (30) days,  to cure such
         failure.

12.2     In addition  to USWEB's  right to  terminate  this  Agreement  upon the
         failure of Affiliate to complete  development  of or open the office(s)
         for business (as provided in Section  4.2),  USWEB may  terminate  this
         Agreement effective  immediately upon delivery of notice of termination
         to Affiliate without an opportunity to cure if, during the term of this
         Agreement, any of the following events occurs:

         a.       The  discovery  by  USWEB  that   Affiliate  made  a  material
                  misrepresentation  in the Application or otherwise relating to
                  the  acquisition  of Affiliate's  USWEB  franchise or entering
                  into  this  Agreement,  or that  Affiliate  and/or  its  USWEB
                  Business  has  engaged in conduct  reflecting  materially  and
                  unfavorably  upon the operation and  reputation of USWEB,  the
                  Marks, or the USWEB Network; or

         b.       Affiliate  is convicted of or pleads no contest to a felony or
                  other  criminal or civil  offense  involving  charges of moral
                  turpitude or that is otherwise  likely to affect adversely the
                  reputation of USWEB, the Marks, or the USWEB Network; or

         c.       Affiliate  and/or its USWEB  Business  makes any  unauthorized
                  use,  disclosure,   or  duplication  of  any  portion  of  the
                  Operations  Manual, any USWEB  Intellectual  Property,  or any
                  USWEB Proprietary Information; or

                                      -19-

<PAGE>
         d.       Affiliate  abandons,  surrenders,  or transfers control of, or
                  fails or  refuses  to  actively  operate  the  USWEB  Business
                  continuously  for have (5) days  during any twelve (12) months
                  period unless the USWEB Business has been closed for a purpose
                  approved  by  USWEB,  or  Affiliate  fails to  relocate  to an
                  approved  location within an approved period of time following
                  expiration or termination of the lease for the premises of the
                  USWEB Business; or

         e.       Affiliate  surrenders or transfers control of the operation of
                  the USWEB Business,  makes or attempts to make an unauthorized
                  direct or indirect  Transfer  not in  accordance  with Section
                  13.0 of this  Agreement,  or fails or refuses  to assign  this
                  Agreement  or the  interest  in  Affiliate  of a  deceased  or
                  disabled controlling owner as required by Section 13.5 of this
                  Agreement; or

         f.       Affiliate commits any affirmative act of insolvency,  or files
                  any petition or action of insolvency,  or for appointment of a
                  receiver or trustee,  or makes any  assignment for the benefit
                  of creditors,  or fails to vacate or dismiss within sixty (60)
                  days  after  filing  any such  proceedings  commenced  against
                  Affiliate by a third party; or

         g.       Affiliate repeatedly fails to submit when due reports or other
                  information or supporting  records,  to pay when due Royalty &
                  Service Fees,  Advertising & Marketing  Fees,  amounts due for
                  license fees or purchases from USWEB and/or its affiliates, or
                  any other  payments  due to USWEB  and/or its  affiliates,  or
                  otherwise fails to comply with this Agreement,  whether or not
                  such  failures  to  comply  are  corrected   after  notice  is
                  delivered to Affiliate; or

         h.       Affiliate commits any other material breach of this Agreement.

12.3     Affiliate shall be evaluated annually, in comparison to all other USWEB
         Affiliates in the same SMSA Class, on (a) Adjusted Gross Revenues,  (b)
         customer satisfaction,  based upon Network-wide survey results, and (c)
         customer  retention.  At the end of each annual  period,  if  Affiliate
         fails to  perform  in the top 90% of all USWEB  Affiliates  in its SMSA
         Class for any two or more of the three categories, then Affiliate shall
         be deemed in  default of this  Agreement  and shall  have  twelve  (12)
         months, until the next annual evaluation,  to cure such default. If, at
         the end of the cure period, Affiliate again fails to perform in the top
         90% of all USWEB Affiliates in its SMSA Class in any two or more of the
         three categories, then this Agreement shall be terminated.

12.4     If Affiliate is in substantial compliance with this Agreement and USWEB
         materially breaches this Agreement and fails to cure such breach within
         a reasonable  time after written  notice thereof is delivered to USWEB,
         Affiliate may  terminate  this  Agreement.  Such  termination  shall be
         effective  thirty (30) days after delivery to USWEB of notice that such
         breach  has not been  cured  and  Affiliate  elects to  terminate  this
         Agreement.  A termination of this Agreement by Affiliate for any reason
         other than breach of this

                                      -20-

<PAGE>
         Agreement by USWEB and USWEB's  failure to cure such  breach,  within a
         reasonable time after USWEB's receipt of written notice from Affiliate,
         shall be deemed a termination without cause.

12.5     Upon  expiration  or  termination  of this  Agreement  for any  reason,
         Affiliate shall:

         a.       Within  fifteen  (15) days  after the  effective  date of such
                  expiration or  termination,  pay to USWEB all  liquidated  and
                  ascertainable  sums owing from  Affiliate to USWEB,  including
                  all damages,  costs, expenses, and attorneys' fees incurred by
                  USWEB as a result of the termination or expiration; and

         b.       Immediately and permanently  discontinue the use of the Marks,
                  the USWEB System,  all USWEB  Intellectual  Property and USWEB
                  Proprietary Information,  and any other materials which may in
                  any way indicate  that  Affiliate  is or ever was  operating a
                  USWEB Business; and

         c.       Immediately and permanently remove,  destroy, or obliterate at
                  Affiliate's expense, all signs containing any of the Marks; if
                  Affiliate  fails to remove  items  bearing the Marks  within a
                  reasonable time following  termination,  then USWEB shall have
                  the  right to  enter  Affiliate's  premises  to  remove  items
                  bearing the Marks;  the cost of such removal shall be borne by
                  Affiliate; and

         d.       Immediately  return  to USWEB  all  copies  of the  Operations
                  Manual, all USWEB Intellectual Property, all USWEB Proprietary
                  Information,  and any and all other materials  relating to the
                  USWEB System; and

         e.       Immediately  deliver  to USWEB all  customer  lists,  customer
                  information,  and customer  content managed by Affiliate,  and
                  all  architecture  and  usage  instructions  for all  customer
                  Internet sites under  management  and/or being  constructed by
                  Affiliate,  and take such other and  further  steps to convert
                  all Affiliate's customers to USWEB's account; and

         f.       Take such  action as may be  required  to cancel  all  assumed
                  names or equivalent  registrations relating to Affiliate's use
                  of any Marks,  and notify the local telephone  company and all
                  telephone listing agencies of the termination or expiration of
                  Affiliate's  right to use any telephone number associated with
                  any  Marks  and  with the  USWEB  Business,  and to  authorize
                  transfer of the telephone number to USWEB or its designed; and

         g.       In the event  Affiliate  continues to operate or  subsequently
                  begins  to  operate  any  other  business,   not  to  use  any
                  reproduction, counterfeit, copy, or colorable imitation of the
                  Marks  either in  connection  with such other  business or the
                  promotion  of such  business,  which  would be likely to cause
                  confusion,   mistake,  or  deception,  or  to  dilute  USWEB's
                  exclusive rights in and to the Marks. Affiliate

                                      -21-

<PAGE>
                  shall make such  modifications  or alterations to the location
                  of  the  USWEB  Business   immediately   upon  termination  or
                  expiration of this Agreement,  as may be reasonably  necessary
                  to prevent any  association  between the USWEB Network and any
                  business subsequently operated by Affiliate or others, subject
                  to all other terms and conditions of this Agreement. Affiliate
                  shall make such specific additional changes to the location as
                  USWEB may  reasonably  request  for that  purpose,  including,
                  without  limitation,  removal  of all  signage  and any  other
                  distinctive  physical and structural features  identifying the
                  USWEB System.

12.6     Immediately  upon the expiration or termination of this Agreement,  for
         any reason, all rights granted to Affiliate pursuant to this Agreement,
         including  all  licenses  of  USWEB  Intellectual  Property  and  USWEB
         Proprietary  Information  granted  pursuant  to  Section  2.2  of  this
         Agreement,  shall  terminate  immediately  and  concurrently  with such
         expiration and termination.

12.7     All  obligations  of USWEB and  Affiliate  which  expressly or by their
         nature survive the  expiration or  termination of this Agreement  shall
         continue  in full force and effect  subsequent  to and  notwithstanding
         such expiration or termination and until they are satisfied or by their
         nature expire.

13.      OWNERSHIP AND TRANSFER

13.1     This  Agreement  and all  rights  and  obligations  set  forth  in this
         Agreement may be transferred by USWEB and, if so, shall be binding upon
         and inure to the benefit of USWEB's  successors  and  assigns;  USWEB's
         transferee shall assume all USWEB's obligations in this Agreement.

13.2     Subject to all terms and  conditions of this  Agreement,  Affiliate may
         make a Transfer of this  Agreement  and all of  Affiliate's  rights and
         obligations under this Agreement,  which Transfer shall be binding upon
         and inure to the benefit of  Affiliate's  successors  and assigns,  and
         subject to the following conditions and requirements:

         a.       Affiliate, or any partner (if Affiliate is a partnership),  or
                  shareholder  (if  Affiliate is a  corporation)  of  Affiliate,
                  shall not  Transfer  by  operation  of law or  otherwise,  the
                  franchise  granted by this  Agreement,  or any interest in the
                  franchise,  or  this  Agreement,  without  the  prior  written
                  consent of USWEB. Affiliate may not, without the prior written
                  consent  of  USWEB,   fractionalize   any  of  the  rights  or
                  obligations of Affiliate under this  Agreement.  Any purported
                  assignment of any of Affiliate's  rights or obligations  under
                  this  Agreement  without  the prior  written  consent of USWEB
                  shall be null and void and shall  constitute a material breach
                  under this Agreement.

                                      -22-

<PAGE>
         b.       USWEB  shall not  unreasonably  withhold  its  consent  to any
                  Transfer of this Agreement when requested;  provided, however,
                  that  such   Transfer   shall  be  subject  to  the  following
                  conditions and requirements, in USWEB's sole discretion:

                  (1)      If Affiliate is an individual and desires to Transfer
                           its rights to a partnership or corporation, then such
                           Transfer   shall   be   subject   to  the   following
                           conditions:

                           (a)      The  transferee  corporation  or partnership
                                    shall not conduct any business  other than a
                                    USWEB  Business  under   agreement(s)   with
                                    USWEB.

                           (b)      Affiliate    shall   actively   manage   the
                                    partnership  or  corporation  and  shall own
                                    and/or   control  not  less  than  fifty-one
                                    percent (51%) of (i) the general partnership
                                    interests  in  a  partnership  or  (ii)  the
                                    combined debt and equity and voting power in
                                    a corporation.

                           (c)      The  transferee  partnership  or corporation
                                    shall enter into a written  assignment (in a
                                    form  satisfactory  to USWEB),  by which the
                                    transferee   corporation   assumes   all  of
                                    Affiliate's     obligations    under    this
                                    Agreement.

                           (d)      All  general   partners   in  a   transferee
                                    partnership, or shareholders of greater than
                                    ten percent  (10%)  interest in a transferee
                                    corporation,  shall  enter  into  a  written
                                    agreement,  in a form satisfactory to USWEB,
                                    jointly and severally  guaranteeing the full
                                    payment and performance of the  transferee's
                                    obligations to USWEB.

                           (e)      All   accrued   then-outstanding   financial
                                    obligations of Affiliate to USWEB, or any of
                                    USWEB's   subsidiaries,    Affiliates,    or
                                    assignees,   shall  be  satisfied  prior  to
                                    Transfer.

                  (2)      If any  Transfer  would be to a person  other than an
                           original  signatory  to  this  Agreement,  then  such
                           Transfer   shall   be   subject   to  the   following
                           conditions:

                           (a)      The  transferee(s)  shall  be of good  moral
                                    character  and  reputation  and shall have a
                                    good credit  rating and  competent  business
                                    qualifications   which   meet   then-current
                                    standards  for new USWEB  Affiliates  at the
                                    time   USWEB's    approval   is   requested.
                                    Affiliate  shall  provide  USWEB  with  such
                                    information  as USWEB  may  require  to make
                                    such  determination   concerning  each  such
                                    proposed transferee(s).

                                      -23-

<PAGE>
                           (b)      The  transferee(s)  shall not be engaged in,
                                    or own any  interest in (except as a passive
                                    investor   holding  not  greater  than  five
                                    percent (5%) of total debt and equity),  any
                                    business   which  competes  with,  or  could
                                    compete with, USWEB, the USWEB Network,  any
                                    USWEB  Affiliate,  or  the  USWEB  Business,
                                    except as a USWEB Affiliate.

                           (c)      The  transferee(s)  or such other  person as
                                    shall be the  actual  manager  of the  USWEB
                                    Business shall have  successfully  completed
                                    and passed the then-current initial training
                                    course for USWEB Affiliates.

                           (d)      The   transferee   shall   execute   USWEB's
                                    then-current form of Affiliate Agreement for
                                    a term ending on the expiration date of this
                                    Agreement,    together   with   such   other
                                    ancillary documents as USWEB may require for
                                    the USWEB Business,  which  agreements shall
                                    supersede  this  Agreement in all  respects.
                                    The terms of these  agreements may differ in
                                    material  respects  from  the  terms of this
                                    Agreement,   provided,   however,  that  the
                                    transferee  shall not be required to pay any
                                    initial franchise fee.

                           (e)      All accrued money  obligations  of Affiliate
                                    to   USWEB,    and/or   its    subsidiaries,
                                    affiliates, or assignees, shall be satisfied
                                    prior  to   assignment   or  transfer,   and
                                    Affiliate  shall not be in default under the
                                    terms of this Agreement.

                           (f)      Affiliate,  prior  to  the  transfer,  shall
                                    execute  a  general   release,   in  a  form
                                    prescribed  by USWEB  of any and all  claims
                                    against  USWEB,   and/or  its  subsidiaries,
                                    affiliates,   and   assignees,   and   their
                                    respective officers,  directors, agents, and
                                    employees,  except  such  claims  as are not
                                    permitted to be released by applicable law.

                           (g)      USWEB's  approval of any  Transfer or any of
                                    Affiliate's   rights  under  this  Agreement
                                    shall in no way be deemed a release by USWEB
                                    of Affiliate's  obligations pursuant to this
                                    Agreement. Consent by USWEB to a transfer of
                                    the USWEB  Business  shall not constitute or
                                    be  interpreted  as  consent  for any future
                                    transfer.

13.3     Affiliate  shall  have  paid to  USWEB a  Transfer  fee  equal  to Five
         Thousand Dollars ($5,000) for the training, supervision, administrative
         costs,  overhead,  attorneys  fees,  accounting,  and other expenses of
         USWEB in connection with such Transfer.

13.4     Affiliate shall give USWEB thirty (30) days written notice prior to any
         Transfer  by  Affiliate,  or such  other  period as  reasonably  may be
         required to permit USWEB to

                                      -24-

<PAGE>
         comply with any applicable state or federal franchise  disclosure laws.
         Affiliate  shall  indemnify  and hold  harmless  USWEB for  Affiliate's
         failure to comply with this Paragraph.  Payment of the Transfer fee and
         all required documents must accompany this notice; the thirty (30) days
         notice  period shall  commence  upon USWEB's  receipt of all  materials
         required by this Section 13.0.

13.5     In the event of the death or Incapacity of an individual Affiliate,  or
         any partner of an Affiliate  that is a partnership  or any  shareholder
         owning fifty  percent  (50%) or more of the total debt and equity of an
         Affiliate that is a corporation, the heirs, beneficiaries, devisees, or
         legal  representatives  of said individual,  partner,  or shareholders,
         within  ninety  (90) days of such  event,  shall apply to USWEB for the
         right to continue to operate the USWEB Business for the duration of the
         term  of  this  Agreement,  which  right  shall  be  granted  upon  the
         fulfillment  of all of the conditions set forth in Section 13.2 of this
         Agreement.

14.      GENERAL PROVISIONS

14.1     This  Agreement  does  not  constitute  Affiliate  as an  agent,  legal
         representative,  joint venturer, partner, employee, or servant of USWEB
         for any purpose whatsoever; and it is understood between the Parties to
         this Agreement that Affiliate shall be an independent contractor and is
         in no way  authorized to make any  contract,  agreement,  warranty,  or
         representation on behalf of USWEB, or to create any obligation, express
         or implied, on behalf of USWEB.

14.2     Affiliate  shall defend and  indemnify  and hold  harmless  USWEB,  and
         USWEB's shareholders,  directors,  officers,  employees, and agents, at
         Affiliate's  sole cost and expense from and against any and all claims,
         losses,  costs, expenses (including USWEB's reasonable attorneys' fees,
         in  accordance  with  Section  14.5 of this  Agreement),  damages,  and
         liabilities  ("Claims"),   however  caused  or  incurred,   whether  in
         preparation for, response to, or conduct or settlement  (whether before
         or after filing of any court or other proceeding) of actual litigation,
         resulting  directly  or  indirectly  from  or  pertaining  to the  use,
         condition, or construction, equipping, maintenance, or operation of the
         USWEB  Business.  Such Claims may include,  without  limitation,  those
         arising  from  latent or other  defects  in the  products  or  services
         provided  in  the  operation  of  the  USWEB  Business,  including  any
         Authorized  Offerings,  whether or not discoverable by USWEB, and those
         arising  from the death or injury to any person or arising  from damage
         to the property or business of Affiliate or USWEB, and their respective
         officers, directors,  employees, and agents, or any third person, firm,
         or  corporation,  whether or not such Claims were actually or allegedly
         caused wholly or in part through the active or passive  negligence,  or
         resulted from any strict  liability  being imposed upon USWEB or any of
         its officers,  directors,  employees,  or agents.  The  indemnities and
         assumptions of  liabilities  and  obligations  in this Agreement  shall
         continue  in full  force and effect  subsequent  to the  expiration  or
         termination of this Agreement for any reason.

                                                       -25-

<PAGE>
14.3     No  failure  of USWEB to  exercise  any  power  reserved  to it by this
         Agreement,  or to insist upon strict  compliance by Affiliate  with any
         obligation or condition of this Agreement, and no custom or practice of
         the  Parties  in  variance  with  the  terms of this  Agreement,  shall
         constitute a waiver of USWEB's  right to demand exact  compliance  with
         any  term or  condition  of this  Agreement.  Waiver  by  USWEB  of any
         particular  default by Affiliate shall not be binding unless in writing
         and  executed  by and shall not  affect or impair  USWEB's  right  with
         respect to any subsequent default of the same or of a different nature.

14.4     Any and all notices required or permitted under this Agreement shall be
         in writing and shall be  personally  delivered  or mailed by  certified
         mail,  return  receipt  requested,  to the  respective  Parties  at the
         following  addresses  unless  and until a  different  address  has been
         designated by written notice to the other Party:

         Notices to USWEB:

                           USWEB Corporation
                           3000 Lakeside Drive
                           Santa Clara, California 95054

                           Attention: Chief Financial Officer

Notices to Affiliate:

                            Enteractive Web Services
                              110 West 40th Street
                               New York, NY 10018

         Any notice by  certified  mail shall be deemed to have been given three
         (3) business days after the date and time of mailing.

14.5     In the event that either Party to this  Agreement is required to employ
         legal counsel or to incur other  expenses to enforce any  obligation of
         the other Party under this  Agreement,  or to defend against any claim,
         demand, action, or proceeding by reason of the other Party's failure to
         perform any obligation imposed upon such other Party by this Agreement,
         and  provided  that  legal  action is filed  and a final  order in such
         action or the settlement of such action  establishes  the other Party's
         default under this Agreement,  then the that Party shall be entitled to
         recover from the other Party the amount of all reasonable  fees of such
         counsel (including the cost of in-house counsel,  calculated at outside
         counsel rates for attorneys of comparable  background  and  experience)
         and all other  expenses  incurred in enforcing  such  obligation  or in
         defending against such claim,  demand,  action, or proceeding,  whether
         incurred prior to, or in preparation  for, or in  contemplation  of the
         filing of such action or thereafter.

                                      -26-

<PAGE>
14.6     Each  section,   subsection,  part,  term,  and/or  provision  of  this
         Agreement shall be considered  severable,  and if, for any reason,  any
         section,  subsection, part, term, and/or provision of this Agreement is
         determined in a final order by a court of competent  jurisdiction to be
         invalid and  contrary to, or in conflict  with,  any existing or future
         law or  regulation,  then  such  determination  shall  not  impair  the
         operation of or affect the remaining sections,  subsections,  portions,
         parts, terms, and/or provisions of this Agreement,  and, to the fullest
         extent  possible,  such remainder shall continue to be given full force
         and effect and to bind the Parties to this  Agreement,  and any invalid
         or  illegal  sections,  subsections,  portions,  parts,  terms,  and/or
         provisions  shall  be  deemed  not  part of this  Agreement;  provided,
         however,  that if USWEB  determines  that said finding of invalidity or
         illegality adversely affects the basic consideration of this Agreement,
         then USWEB, at its option, may terminate this Agreement.

14.7     No amendment,  change, or variance from this Agreement shall be binding
         on either Party unless executed in writing by both Parties.

14.8     All  captions  used in  this  Agreement  are  intended  solely  for the
         convenience  of the  Parties,  and none  shall be deemed to affect  the
         meaning or construction  of any provision of this  Agreement.  Pronouns
         are used without  regard to gender or number.  References to numbers of
         days refer to calendar days.

14.9     This Agreement may be executed in multiple counterparts,  and each copy
         so executed shall be deemed an original.

14.10    This Agreement shall be interpreted and construed under the laws of the
         State of California, excluding its conflicts of laws principles, except
         to the extent  governed  by the  United  States  Trademark  Act of 1946
         (LANHAM ACT, 15 U.S.C.ss.ss.1051 et seq.)

14.11    Any action  commenced for the purpose of  interpreting or enforcing any
         term or  condition of this  Agreement  shall be commenced in either the
         United States  District Court for the Northern  District of California,
         San Jose Division or the Superior  Court of the State of California for
         the  County  of Santa  Clara.  The  Parties  submit to and  accept  the
         jurisdiction  and  venue of these  courts  and agree to be bound by any
         judgments and orders rendered by these courts.

14.12    No right or remedy  conferred upon or reserved to USWEB or Affiliate by
         this Agreement is intended to be, nor shall be deemed, exclusive of any
         other right or remedy provided in this Agreement or otherwise  provided
         or permitted by law or equity,  but each shall be  cumulative  of every
         other right or remedy.

14.13    This Agreement,  and any Exhibits attached to this Agreement,  shall be
         construed  together  and  constitute  the entire,  full,  and  complete
         agreement between USWEB and Affiliate  concerning the subject matter of
         this Agreement, and shall supersede all prior agreements.


                                      -27-

<PAGE>
14.14    USWEB and Affiliate acknowledge that the USWEB System and the Franchise
         and other  licenses and rights granted by this Agreement are undertaken
         by the Parties in the context of the  present  nature of the  Internet.
         USWEB and Affiliate  acknowledge  that the rapidly  evolving  nature of
         business  activities  relating to the  Internet  and the World Wide Web
         makes comprehensive  foresight impossible:  neither USWEB nor Affiliate
         can anticipate marketplace response to the evolution of the Internet or
         the  World  Wide  Web  and,  therefore,  the  prospects  for the  USWEB
         Business.  USWEB and Affiliate  acknowledge  their  fundamental  mutual
         interest in providing high quality content and service to customers and
         that  achievement of these goals will require  flexibility,  resources,
         and commitment to the development of the USWEB System.

14.15    Affiliate represents and acknowledges as follows:

         a.       Affiliate  has not received,  or relied upon,  any warranty or
                  guaranty, express or implied, as to the revenues,  profits, or
                  success  of  the  business   venture   contemplated   by  this
                  Agreement,  including any oral or written representations that
                  USWEB  will (1)  provide  customers  or locate  customers  for
                  Affiliate; (2) purchase any portion of Affiliate's products or
                  services;  (3)  guarantee to  Affiliate  that  Affiliate  will
                  derive income in excess of any price paid for this  franchise,
                  or refund any  portion of such  payment;  or (4)  provide  any
                  sales program or marketing plan which will enable Affiliate to
                  derive income in excess of any price paid for this franchise.

         b.       Affiliate has received, read and understood this Agreement and
                  USWEB's Uniform Franchise Offering Circular and that it has no
                  knowledge  of any  representations  by USWEB or its  officers,
                  directors,   stockholders,   employees,  or  agents  that  are
                  contrary to the statements made in USWEB's  Uniform  Franchise
                  Offering Circular or to the terms of this Agreement;  and that
                  USWEB has fully and  adequately  explained  the  provisions of
                  each of these documents to Affiliate's satisfaction;  and that
                  USWEB has accorded  Affiliate  ample time and  opportunity  to
                  consult with its own advisors about the potential benefits and
                  risks of entering into this Agreement.

         c.       Affiliate  has received (i) a copy of this  Agreement  and the
                  all  Exhibits to this  Agreement,  at least five (5)  business
                  days prior to the date on which this  Agreement  was  executed
                  and  (ii)  the  disclosure  document  required  by  the  Trade
                  Regulation  Rule  of the  Federal  Trade  Commission  entitled
                  Disclosure    Requirements   and    Prohibitions    Concerning
                  Franchising  and  Business   Opportunity  Ventures  (the  "FTC
                  Rule"), at least ten (10) business days prior to the - date on
                  which this Agreement was executed.

         d.       Other  than  the  information  contained  in  USWEB's  Uniform
                  Franchise  Offering  Circular,  no  other  representation  has
                  induced Affiliate to execute this Agreement,  and there are no
                  representations, inducements, promises, or agreements, oral or

                                      -28-

<PAGE>
                  otherwise, between the Parties not embodied in this Agreement,
                  which  are of any  force  or  effect  with  reference  to this
                  Agreement or otherwise.

         IN WITNESS WHEREOF,  the Parties,  intending to be legally bound,  have
duly executed,  sealed,  and delivered  this Agreement  effective on the day and
year first above written.


USWEB Corporation                          Affiliate:   Enteractive Web Services

BY:___________________                     BY: _________________________________
Kenneth G. Campbell                        Andy Gyenes

EVP Affiliate Development and Operations   Chairman
----------------------------------------   -------------------------------------
                  Name/Title                           Name/Title


Date:                                      Date:
     ----------------------------------         --------------------------------


                                      -29-

<PAGE>
                                      USWEB
                               AFFILIATE AGREEMENT

                                    EXHIBIT A


1.       AFFILIATE NAME:                        TBD
                        --------------------------------------------------------

2.       AFFILIATE COMPANY NAME: To Be Determined
                                 -----------------------------------------------

         ADDRESS:                TBD-New York City, NY
                                 -----------------------------------------------

3.       AFFILIATE #:
                                 -----------------------------------------------

4.       SMSA NAME:              New York City
                                 -----------------------------------------------

5.       SMSA CLASS:                   #1
                                 -----------------------------------------------

6.       APPROVED LOCATION:      To Be Determined
                                 -----------------------------------------------

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


7.       EXISTING GOODS AND SERVICES (ss. 10.3):

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

         Please complete as appropriate
         -----------------------------------------------------------------------

8.       DATE:____________________

ACCEPTED AND AGREED TO:

USWEB Corporation                            Affiliate: Enteractive Web Services

BY:___________________                       BY: _______________________________
Kenneth G. Campbell                          Andy Gyenes

EVP Affiliate Development and Operations     Chairman
----------------------------------------     -----------------------------------
            Name/Title                                   Name/Title


Date:                                        Date:
     ----------------------------                 ------------------------------

                                      -30-

<PAGE>
                         ADDENDUM TO AFFILIATE AGREEMENT
                                    EXHIBIT B


The Affiliate Agreement dated ________________, 1996, is amended as follows:

It is agreed  that,  pursuant to Section 4.3 of this  Agreement,  the  Affiliate
Startup Date shall be:

                                To Be Determined
--------------------------------------------------------------------------------

and Affiliate shall commence payment of Royalty & Service Fees and Advertising &
Marketing Fees for all accounting periods after this date.

IN WITNESS WHEREOF,  the Parties,  intending to be legally bound, have been duly
executed,  sealed,  and delivered  this  Addendum  effective on the day and year
first above written.


USWEB Corporation                            Affiliate: Enteractive Web Services

BY:___________________                       BY: _______________________________
Kenneth G. Campbell                          Andy Gyenes

EVP Affiliate Development and Operations     Chairman
----------------------------------------     -----------------------------------
            Name/Title                                   Name/Title


Date:                                        Date:
     ----------------------------                 ------------------------------

                                      -31-

<PAGE>

                         ADDENDUM TO AFFILIATE AGREEMENT
                                    EXHIBIT C

The  Affiliate  Agreement  and  _________________________,  1996,  is amended as
follows:

A.       For all accounting periods prior to April 1, 1997,  Affiliate shall not
         be required to pay the Monthly Minimum Royalty & Service Fee of Monthly
         Minimum  Advertising & Marketing Fee.  During the period prior to April
         1, 1997,  Affiliate shall pay the Royalty & Service Fee and Advertising
         & Marketing  Fee,  calculated at Five Percent (5%) and Two Percent (2%)
         of Adjusted Gross Revenues respectively.

B.       All other fees and conditions of this Affiliate  Agreement shall remain
         in full force and effect.

IN WITNESS  WHEREOF,  the  Parties,  intending  to be legally  bound,  have duly
executed,  sealed,  and delivered  this  Addendum  effective on the day and year
first above written.

USWEB Corporation                            Affiliate: Enteractive Web Services

BY:___________________                       BY: _______________________________
Kenneth G. Campbell                          Andy Gyenes

EVP Affiliate Development and Operations     Chairman
----------------------------------------     -----------------------------------
            Name/Title                                   Name/Title


Date:                                        Date:
     ----------------------------                 ------------------------------

                                      -32-