EXHIBIT 10.11

          AGREEMENT NO.           EFFECTIVE DATE OCTOBER 31ST, 1998
                       --------
                               
                                 ----------
                             LICENSE AGREEMENT

BETWEEN:
Engage Technologies, Inc.     AND:     Legal Company Name: theGlobe.com
100 Brickstone Square                  Contact Person: Will Margiloff
Andover, MA  01801                     Address: 31 West 21st Street, 6th Floor, 
                                                NY, NY 10010
("ENGAGE")                             Telephone: 1-212-886-0837
                                       Fax:     1-212-367-8603
                                       email:   will@corp.theGlobe.com

                                       ("CUSTOMER")



Customer contracts for and Engage agrees to provide, on the terms and
conditions set forth in this License Agreement ("Agreement"), the product
selections identified below:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                         SELECTIONS                                  RECURRING FEE    ONE-TIME FEE
                                          
-----------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>
BASE PRODUCTS:                                                       
Specify Tier for each: Lite, Standard, Gold, Platinum 
or Platinum Plus (for Platinum Plus specify Maximum Average  
Daily Page Requests or Ads Served)
                                      Tier       Upgrade             
------------------------------------------       -------
                                                                     
 AdManager  (Attachment A)          _______                          $___________     $_________
 DSServer  (Attachment B)           _______                          $___________     $_________
     ____ Additional Seats of Marketing Workbench                    $___________     $_________
     ____ Additional Seats of Business Objects                       $___________     $_________
 ProfileServer  (Attachment C)      _______                          $___________     $_________

LICENSE TERM:
 Perpetual          Subscription   Pilot

-----------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>
PROFILE OPTIONS:
Specify Tier for each: Lite, Standard, Gold, Platinum or 
Platinum Plus (for Platinum Plus specify Maximum Average  
Daily Page Requests or Ads Served)

    Local Declared       Tier     Local Behavior    Tier
    --------------       ----     --------------    ----
       AdManager        ________     AdManager     ________          $_________(mo.)
       DSServer         ________     DSServer      ________          $_________(mo.)
       ProfileServer    ________     ProfileServer ________          $_________(mo.)

    Global Behavior (Attachment D)
    ------ --------
       AdManager        ________
                                                                     $_________(qtr.)
       ProfileServer  Usage Based Fee
                                                                     $_________(mo.)

-----------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>
SOFTWARE MAINTENANCE AND SUPPORT SERVICES (Attachment E):
 Standard           Premium
                                                                     $_________       $___________

-----------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>
OTHER SERVICES (Attachment F):
 Installation (8 days installation)
 Training                                                            $___________     $___________
      Public Class                                                   $___________     $___________
      On Site (3 days of training defined as follows:  Two (2)       $___________     $___________
days of AdManager for up to 5 Customer employees, 1/2 day of DSS     $___________     $___________
and 1/2 day of Profile Server for up to 3 Customer employees)        $___________     $___________

 Consulting # of days

-----------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>
GEOGRAPHIC USE:    _________________ (specify country)               Factored Into    Factored Into
NUMBER OF ENTERPRISE SERVERS OR ENGINES:  ______                       Above Fees       Above Fees
DOMAIN NAMES:


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

CUSTOMER  ACKNOWLEDGES  THAT THE ATTACHMENTS  MARKED WITH AN "X" ABOVE (AND
ONLY  THOSE  ATTACHMENTS)  ARE  INCORPORATED  INTO  AND  FORM  PART OF THIS
AGREEMENT,  AND  THAT  THE  GENERAL  TERMS  AND  CONDITIONS  APPLY  TO  ALL
ATTACHMENTS OF THIS  AGREEMENT.  THIS AGREEMENT IS NOT VALID UNTIL ACCEPTED
BY ENGAGE. ENGAGE: CUSTOMER: Initials Initials

                                                                     Engage:___       Customer:_____

                                                                     Initials                  Initials
</TABLE>
<PAGE>
Pricing Options:

Platinum Plus:

Up to            Average Daily Ads Served or Page Requests

                                      Average  Daily  Ads  Served  or  Page
Requests:
          There would be a one-time cost of an additional          for each
of the AdManager and Profile Server
          Software and no additional  cost for DSS. Total  additional  cost
would be        .

                                      Average  Daily  Ads  Served  or  Page
Requests:
          There would be a one-time cost of an additional          for each
of the AdManager and Profile Server
          Software and no additional  cost for DSS. Total  additional  cost
would be        .

Option:

Notwithstanding  the  foregoing,  within  180 days of the  Effective  Date,
Customer may elect to pay Engage an  additional  license fee of            
for an unlimited number of Average Daily Ads Served or Page Requests.

*Installation:  Within 5 business  days after the  Effective  Date,  Engage
shall deliver to Customer a detailed plan regarding the  implementation  of
the Software  acceptable  to  Customer,  Including  scheduled  activity and
deliverables for each day, milestone schedule,  personnel list, and list of
Customer responsibilities prior to installation.

If the installation  process takes less than 8 business days,  Engage shall
provide  Customer with  additional  consulting  days for each day remaining
unused.

Customer  acknowledges  that the Attachments  marked with an "X" above (and
only  those  Attachments)  are  incorporated  into  and  form  part of this
Agreement,  and  that  the  General  Terms  and  Conditions  apply  to  all
Attachments of this  Agreement.  This Agreement is not valid until accepted
by Engage.
<PAGE>
                        GENERAL TERMS AND CONDITIONS

I.  DEFINITIONS.  Defined terms in this Agreement are  capitalized and have
the meanings indicated in the Appendix attached hereto.

II. RIGHT TO USE SOFTWARE;  DELIVERY;  ESCROW.  Customer's right to use the
Software is set forth in the  applicable  Attachment(s).  On the  Effective
Date,  Engage will deliver or make available for downloading at an FTP site
the Software.  Within five (5) business days of the Effective Date,  Engage
will name Customer a beneficiary of Engage's  source code escrow  agreement
with Data Securities International, Inc., dated November 12, 1997. Upon the
occurrence of a "Release  Condition" (as defined in the escrow  agreement),
Customer  shall be  entitled to have access to and use the source code form
of the Software for the sole purpose of supporting  its use of the Software
as permitted herein until such time as the Release  Condition is corrected.
Customer  shall  bear the  expense  of being  named a  beneficiary  of said
agreement. All source code made available to Customer shall be Confidential
Information used only by employees of Customer.

III.  RESTRICTIONS  ON USE OF SOFTWARE.  Customer's  use of the Software is
subject to the  following  restrictions.  Except as expressly  permitted in
this  Agreement,  Customer  shall not, and shall not permit  others to, (a)
use,  modify,  copy  (except  for  one  back-up  copy  containing  Engage's
copyright notices and other proprietary  marks), or otherwise reproduce the
Software in whole or in part; (b) reverse engineer, decompile, disassemble,
or  otherwise  attempt to derive the source code form or  structure  of the
Software; (c) distribute, sublicense, assign, share, timeshare, sell, rent,
lease,  grant a security  interest in, use for Service Bureau purposes,  or
otherwise transfer the Software or Customer's right to use the Software; or
(d) remove any  proprietary  notices or labels on the Software.  All rights
not  expressly  granted to Customer  are  reserved by Engage.  There are no
implied  rights.  Customer  shall  install the Software  only on Enterprise
Servers  and/or  Engines,  as the  case  may  be,  located  in the  country
specified on the Cover Page.  Customer  shall be  responsible  for ensuring
that its  Average  Daily Ads  served or Page  Requests  does not exceed the
number permitted for the Applicable Tier (an "Overage"), and Customer shall
promptly  report  any  Overage  to  Engage,  which  shall have the right to
require Customer to upgrade its Tier.

IV. TERM OF AGREEMENT; TERMINATION.

     A. This Agreement  shall commence upon the Effective Date and,  unless
terminated in accordance with subsection (b) or (c) below,  shall remain in
effect  for  the  term  specified  on the  Cover  Page  (either  perpetual,
subscription, or pilot, each as defined below).

          1. Pilot Term.  If pilot term is selected on the Cover Page,  the
term of this  License  shall be from the  Effective  Date until thirty (30)
days thereafter.

          2.  Subscription  Term. If  subscription  term is selected on the
Cover Page,  this License shall have an initial term of 12 (twelve)  months
and shall renew  automatically for subsequent periods of 12 (twelve) months
unless otherwise terminated in accordance with Section 4(b) or (c) below or
Engage  receives a written  notice of  non-renewal  from  Customer at least
thirty (30) days prior to the expiration of the initial term or the current
renewal term.

          3.  Perpetual  Term.  If perpetual  term is selected on the Cover
Page,  the term of this  License  shall be  perpetual  with  respect to the
Software licensed hereunder (unless this Agreement is otherwise  terminated
in accordance with Section 4(b) or (c) below).

     B.  Either  party  may  terminate  this  Agreement  in the  event of a
material  breach of this  Agreement  by the other  party  that is not cured
within  thirty (30) days of written  notice  thereof  from the other party.
Without  limitation,  the  following  events  shall  constitute  a material
breach:  violation by Customer of the terms of the license  granted (as set
forth in Sections 2 and 3), failure by Customer to pay any amount when due,
and  violation by either party of the  confidentiality  duties set forth in
Section 13 hereof.

     C. This Agreement shall automatically terminate if either party ceases
doing  business,  is the subject of a voluntary  bankruptcy,  insolvency or
similar  proceeding,  is the  subject  of an  involuntary  state or federal
bankruptcy,  insolvency, or similar proceeding that is not dismissed within
sixty  (60)  days  of  filing,  makes  an  assignment  for the  benefit  of
creditors,  becomes  unable to pay its debts  when due,  or enters  into an
agreement with its creditors  providing for the extension or composition of
debt.

V. EFFECT OF TERMINATION OR EXPIRATION.

     A. Each party shall immediately  surrender all rights,  licenses,  and
privileges granted under this Agreement.

     B. Each party  shall  promptly  pay to the other any  amounts  due and
owing.  No termination of this  Agreement  shall release  Customer from any
obligation  to pay  Engage any amount  that has  accrued or will  accrue or
become payable prior to, at or after the date of termination.

     C. Each party shall immediately cease using and return all property in
its possession  belonging to the other party,  including without limitation
all  Software,  Documentation,  and tangible  embodiments  of  Confidential
Information.

     D. Customer shall not, in advertising or otherwise, use or display any
of Engage's  trademarks  or any name,  mark, or logo that is the same as or
similar  to  Engage's  trademarks,  represent  itself to be a  licensee  of
Engage, or in any way identify itself with Engage.

     E. Customer shall not be entitled to a refund, in whole or in part, of
any amounts paid hereunder, other than in accordance with Section 9.

     F.  Sections  3, 5,  6(f),  7, 9, 10,  11(e),  12,  13 and 14  hereof,
together with Customer's  obligation to pay outstanding amounts due Engage,
will survive termination or expiration of this Agreement.

VI. PAYMENTS AND OTHER CHARGES.

     A. All fees shall be paid in U.S.  dollars and shall be made to Engage
at the address set forth on the Cover Page.

     B.  Customer  agrees  to pay all  invoices  within  30 days  after the
invoice date.  Engage shall  invoice  Customer for software and support and
other  services  forty (40) days  after the  commencement  of the  Warranty
Period.  Engage shall invoice Customer for all recurring fees listed on the
Cover Page on a monthly  basis in advance;  provided  that (i) fees for the
Global Behavior  Profile option with either  AdManager or DSServer shall be
invoiced  on a  quarterly  basis in  advance,  and (ii) fees for the Global
Behavior  Profile option with Profile Server shall be invoiced on a monthly
basis in arrears based on a cost-per-thousand ("CPM") Page Request basis.

     C. A finance  charge in an amount  equal to one and  one-half  percent
(1.5%)  per month or, if lower,  the  maximum  rate  allowed by law will be
assessed on payments not received by Engage on or prior to the due date.

     D. Customer agrees to pay when due (or, if necessary, reimburse Engage
for) all sales, use,  property,  excise,  and other similar taxes resulting
from this Agreement, excluding taxes on the net income of Engage.

     E. The amount and  structure of all fees and rates may be adjusted for
subsequent  renewal periods if Engage notifies Customer at least sixty (60)
days prior to the renewal  date         .

     F. Customer  agrees to make and maintain for a period of two (2) years
after the end of the year to which they pertain,  sufficient books, records
and  accounts  regarding  Customer's  use  of the  Software,  in  order  to
calculate and confirm Customer's  payment  obligations  hereunder.  No more
frequently  than once each twelve (12) month  period,  Engage will have the
right,  at its  expense,  to  examine  and copy such  books,  records,  and
accounts upon reasonable prior notice during  Customer's  business hours to
verify  reports  on the  amount  of  payments  made to  Engage  under  this
Agreement.   All  such  books,   records,  and  accounts  shall  constitute
Confidential  Information.  In  the  event  such  inspection  discloses  an
underpayment  of amounts due Engage from  Customer,  Customer will promptly
remit the amounts due, and if an audit  discloses  an  underpayment  of the
fees payable by Customer  for the audited  period of more than five percent
(5%),  Customer  shall pay for the expenses of the audit  together with the
amount of such underpayment.

VII.  PROPRIETARY  RIGHTS.  Engage  and its  licensors  shall have sole and
exclusive  ownership  of  all  right,  title,  and  interest  in and to the
Software and Documentation,  including all associated intellectual property
rights.   Customer   acknowledges  that  Engage  represents  the  Software,
including  associated  screen  displays and menu features,  constitutes the
valuable trade secrets of Engage or its licensors and are copyrighted works
owned by Engage or its licensors and protected by federal and international
copyright  laws.  Customer  shall not  permit any  personnel  to remove any
proprietary or other legends or restrictive  notices  contained or included
in any materials provided by Engage.

VIII. SOFTWARE MAINTENANCE AND SUPPORT SERVICES;  OTHER SERVICES.  Customer
may purchase Maintenance and Support Services, and installation,  training,
and  consulting  services  together  with the license of any  Software.  If
selected by Customer on the Cover Page,  all such services will be provided
by Engage in accordance  with the terms set forth in Attachment E (Software
Maintenance  and  Support  Services)  or  Attachment  F  (Other  Services).
Customer will be entitled to receive  Updates only if Customer is a paid-up
Maintenance  and  Support  Services  customer  at the  time  an  Update  is
commercially released.  Customer also shall be entitled to receive Upgrades
if Customer is a paid-up  Maintenance and Support Services  Customer at the
time an Upgrade is  commercially  released.

I. ENGAGE'S DUTY OF INDEMNIFICATION.  Engage, at its expense,  shall defend
any action,  suit or proceeding  brought against Customer which alleges (1)
facts  constituting  a breach of an Engage  representation  or  warranty in
Sections  11(a) and (c) or (2) that any Software  infringes  any  worldwide
copyright or misappropriates  any trade secret and Engage shall pay damages
finally  awarded  against  Customer  (including  court costs and attorneys'
reasonable  fees),  provided that (a) Customer  notifies Engage promptly in
writing of the claim,  (b) Engage has sole  control of the  defense and all
related settlement negotiations,  and (c) Customer provides Engage with all
commercially  reasonable  assistance,  information and authority to perform
the above at  Engage's  expense.  In the event that  Customer's  use of the
Software is enjoined by a court of competent  authority,  Engage shall,  at
its sole option and at its  expense,  either:  (i) procure for Customer the
right to use the Software or (ii) modify the Software to avoid infringement
without material impairment of its functionality or (iii) if neither of the
foregoing  remedies can be obtained  upon  commercially  reasonable  terms,
require Customer to remove and return to Engage the Software  involved and,
if Perpetual Term is selected on the Cover Page,  refund Customer a portion
of the  price  thereof  as  depreciated  over a three  (3) year life of the
Software commencing on the date of delivery.  The foregoing indemnity shall
not apply if the alleged infringement is attributable to the combination of
the Software  and  products  not provided by Engage,  or if the Software is
modified or altered by any person or entity  other than  Engage,  or if the
Software is used outside the scope of this  Agreement.  THIS SECTION STATES
ENGAGE'S  SOLE  LIABILITY  HEREUNDER  WITH RESPECT TO  INFRINGEMENT  OF ANY
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

II.  CUSTOMER'S DUTY OF  INDEMNIFICATION.  Customer agrees to defend and/or
settle,  indemnify  and hold  harmless  Engage  from and  against any claim
brought  by a third  party  against  Engage  and any  liability,  damage or
expense (including court costs and attorneys' reasonable fees) arising from
or in any manner  connected with  Customer's  breach of a provision of this
Agreement;  and  Customer  shall  pay  all  costs,  expenses,   damages  or
settlement  amounts  to the  extent  based  on  such a third  party  claim,
provided  that (a)  Engage  notifies  Customer  promptly  in writing of the
claim,  (b)  Customer  has sole  control  of the  defense  and all  related
settlement  negotiations,   and  (c)  Engage  provides  Customer  with  all
commercially  reasonable  assistance,  information and authority to perform
the above at Customer's expense.

III. LIMITED WARRANTY.

     A. Engage  represents  and  warrants to Customer  that Engage has full
power and  authority to enter into this  Agreement and to grant the license
provided  for herein,  and that this  Agreement  has been duly  authorized,
executed  and  delivered  by Engage and  constitutes  a valid,  binding and
legally  enforceable  agreement of Engage.  Engage  represents and warrants
that, to its knowledge, the Software does not infringe upon any third party
right.

     B. Customer  represents  and warrants to Engage that Customer has full
power and authority to enter into this  Agreement  and that this  Agreement
has  been  duly   authorized,   executed  and  delivered  by  Customer  and
constitutes a valid, binding and legally enforceable agreement of Customer.

     C. Engage  represents  and warrants  that it shall use best efforts to
ensure that the Software, if operated on the Specified Configuration,  will
manage and manipulate data involving dates in material  conformity with the
Documentation  before,  during  and after the year 2000.  Engage  disclaims
responsibility  for the  date-related  and other  performance  of hardware,
software,  telecommunications  facilities and other materials not owned and
originally supplied by Engage.

     D. If Customer has elected a perpetual license term on the Cover Page,
Engage  warrants that for a period of seventy (70) days following  delivery
of  the  Software  to  Customer  ("Warranty   Period"),   Engage  will  use
commercially  reasonable  efforts  to  resolve  programming  errors  in the
Software  or  Documentation  to make  the  Software  function  in  material
conformity with the  Documentation,  provided that the Software is operated
on the Specified Configuration and in accordance with the Documentation and
provided  further that Engage  receives a written claim from Customer under
this limited  warranty within the Warranty  Period.  This Warranty does not
apply if  Customer  or any third party  changes or  modifies  the  Software
without the  authorization  of Engage.  Engage  does not  warrant  that the
Software  will be error  free or that all errors  can be  remedied.  Engage
warrants  that the  services  provided  by Engage in  connection  with this
Agreement  will be rendered by  qualified  personnel  and  consistent  with
commercial  practices  standard in the  industry.  The  foregoing  shall be
Engage's entire  liability and Customer's  sole and exclusive  remedy under
this warranty.

     E. THE EXPRESS  WARRANTIES  GRANTED UNDER THIS  AGREEMENT ARE THE ONLY
WARRANTIES  MADE BY ENGAGE  WITH  RESPECT  TO THE  SOFTWARE  AND  SERVICES,
EXPRESS OR IMPLIED,  AND THEY ARE MADE IN LIEU OF ALL OTHER  WARRANTIES  OR
REMEDIES.  ENGAGE  HEREBY  EXPRESSLY  DISCLAIMS  ALL IMPLIED  WARRANTIES OF
MERCHANTABILITY,  FITNESS FOR A PARTICULAR  PURPOSE,  NONINFRINGEMENT,  AND
WARRANTIES  ARISING  BY  STATUTE  OR  OTHERWISE  IN LAW OR FROM A COURSE OF
DEALING OR USE OF TRADE,  AS TO ANY MATTER,  INCLUDING  BUT NOT LIMITED TO,
FEATURES OR CAPABILITIES OF THE SOFTWARE,  ENGAGE'S  COMPUTERS AND SERVERS,
INFORMATION,  REPORTS OR OTHER  MATTERS  PRODUCED OR PROVIDED IN CONNECTION
WITH  THIS  AGREEMENT.  IN  ADDITION  TO  AND  WITHOUT  LIMITATION  OF  THE
FOREGOING,  ENGAGE  SPECIFICALLY DOES NOT WARRANT,  GUARANTEE,  OR MAKE ANY
REPRESENTATIONS OTHER THAN AS SET FORTH IN SECTION 11(d) REGARDING THE USE,
OR THE RESULTS OF THE USE, OF ANY SOFTWARE OR FEATURE OR  CAPABILITY OF THE
SOFTWARE,  IN TERMS OF  CORRECTNESS,  ACCURACY,  RELIABILITY,  CURRENTNESS,
SECURITY,  OR  OTHERWISE.  ENGAGE  EXPRESSLY  DISCLAIMS  ANY WARRANTY  WITH
RESPECT TO THE QUALITY OR CONTINUITY OF  THIRD-PARTY  TELECOMMUNICATION  OR
INFORMATION   SYSTEMS  OR  SERVICES,   SERVER  CONNECTION  SPEEDS,  OR  THE
FUNCTIONALITY, OPERABILITY, OR RELIABILITY OF ENGAGE'S OR ANY THIRD PARTY'S
DATA SECURITY FEATURES OR SYSTEMS.  THIS DISCLAIMER OF WARRANTY CONSTITUTES
AN ESSENTIAL PART OF THIS AGREEMENT.

IV.  LIMITATION  OF  LIABILITY.  CUSTOMER'S  SOLE REMEDY AND ENGAGE'S  SOLE
OBLIGATION WITH RESPECT TO ANY CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE AND PRODUCT  LIABILITY) OR OTHERWISE,  ARISING OUT OF, CONNECTED
WITH, OR RESULTING FROM THIS AGREEMENT SHALL BE GOVERNED BY THIS AGREEMENT,
AND IN ALL CASES  CUSTOMER'S  REMEDY SHALL BE LIMITED TO MONEY  DAMAGES NOT
EXCEEDING THE SOFTWARE  LICENSE FEES PAID TO ENGAGE BY CUSTOMER  DURING THE
12-MONTH  PERIOD  IMMEDIATELY  PRECEDING  THE  EVENT  GIVING  RISE  TO SUCH
DAMAGES.  WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY AGREED THAT IN NO
EVENT SHALL ENGAGE OR ITS SUPPLIERS OR ANYONE ELSE WHO HAS BEEN INVOLVED IN
THE  PERFORMANCE  OF THIS  AGREEMENT  ON BEHALF OF  ENGAGE,  INCLUDING  ITS
EMPLOYEES, AGENTS, PARTNERS,  REPRESENTATIVES, OR SUBCONTRACTORS, BE LIABLE
FOR ANY (A) DAMAGES CAUSED BY CUSTOMER'S FAILURE TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT (B) CLAIMS AGAINST  CUSTOMER BY ANY THIRD PARTY EXCEPT
AS  PROVIDED  IN SECTION 9, OR (C)  DAMAGES,  INCLUDING  PRODUCT  LIABILITY
DAMAGES,  CAUSED BY ANY NON-ENGAGE  PRODUCT.  NEITHER PARTY SHALL BE LIABLE
FOR INDIRECT, INCIDENTAL,  SPECIAL, RELIANCE, INCIDENTAL,  EXEMPLARY, COVER
OR  CONSEQUENTIAL  DAMAGES,  INCLUDING  BUT NOT LIMITED TO LOST  PROFITS OR
REVENUE,  LOST  BUSINESS  OPPORTUNITIES,  LOST SAVINGS,  LOST DATA,  LOSSES
CAUSED BY DELAY OR THE DOWNTIME OF ENGAGE  COMPUTERS OR SERVERS,  OR LOSSES
FROM  INTERRUPTION,  TERMINATION,  OR FAILED  OPERATION  OF THE INTERNET OR
THIRD-PARTY TELECOMMUNICATION SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING  LIMITATIONS SHALL NOT APPLY
TO (I) EITHER PARTY'S DUTY OF INDEMNIFICATION,  (II) EITHER PARTY'S UNCURED
MATERIAL BREACH OF ITS DUTY OF CONFIDENTIALITY HEREUNDER, OR (III) ENGAGE'S
UNCURED MATERIAL BREACH OF ATTACHMENT D, SECTION D-7.  CUSTOMER  RECOGNIZES
THAT THE FEES  HEREUNDER  ARE  BASED IN PART ON THE  LIMITED  WARRANTY  AND
LIMITATION OF LIABILITY AND REMEDIES SET FORTH HEREIN.

V.  CONFIDENTIALITY.   Each  party  acknowledges  that  by  reason  of  its
relationship  to the other party under this Agreement it may have access to
Confidential  Information.  Each party agrees to maintain in confidence and
use  only  as  expressly  permitted  in  this  Agreement  all  Confidential
Information  received from the other, both orally and in writing,  provided
that the parties'  obligations of non-disclosure under this Agreement shall
not  apply to  Confidential  Information  which  the  receiving  party  can
demonstrate:  (i) is or  becomes a matter of public  knowledge  through  no
fault of the receiving party;  (ii) was rightfully in the receiving party's
possession prior to disclosure by the disclosing party; (iii) subsequent to
disclosure,  is  rightfully  obtained by the  receiving  party from a third
party  in  lawful  possession  of such  Confidential  Information;  (iv) is
independently  developed  by  the  receiving  party  without  reference  to
Confidential  Information;  or (v) is required to be disclosed by law. Each
party may seek  equitable  relief (as well as money damages) to protect its
interests under this Section.

VI. MISCELLANEOUS.

     A.  ASSIGNMENT.  Customer may not sublicense,  assign (by operation of
law or  otherwise) or otherwise  transfer this  Agreement or any license or
any right,  duty or obligation under this Agreement  without Engage's prior
written  consent,  and any attempt to do so shall be null and void.  Engage
shall not  unreasonably  withhold  its  consent to the  assignment  of this
Agreement by Customer to an affiliate,  to its successor in connection with
a merger,  acquisition or consolidation,  or to the purchaser in connection
with the sale of all or substantially all of Customer's assets.  Subject to
the foregoing  limitations,  this  Agreement  will mutually  benefit and be
binding upon the parties, their successors and assigns.

     B.  EXPORT  CONTROL.  Customer  acknowledges  that the  export  of any
Software  is or may be subject  to export or import  control  and  Customer
agrees that any Software or the direct or indirect product thereof will not
be exported  (or  reexported  from a country of  installation)  directly or
indirectly,  unless Customer  obtains all necessary  licenses from the U.S.
Department of Commerce or other agency as required by law.

     C. U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication,  or disclosure
of the Software by the U.S.  government is subject to the  restrictions set
forth in  subparagraph  (C)(1)(ii)  of the  Rights  in  Technical  Data and
Computer Software clause at DFARS  252.227-7013,  and subparagraphs  (C)(1)
and (2) of the  Commercial  Computer  Software-Restricted  Rights at 48 CFR
52.227-19, as applicable.

     D. LICENSE SUBJECT TO LICENSOR'S  RIGHTS.  Customer  acknowledges that
portions of the  Software  may have been  licensed to Engage by one or more
third parties.  All rights and  obligations  provided by Engage to Customer
under this  Agreement  shall be limited to the extent that such  underlying
rights and  obligations  have been  provided to Engage.  This Section 14(d)
does not limit Engage's representations and warranties in Section 11.

     E.  INDEPENDENT  CONTRACTORS.  Nothing  in  this  Agreement  shall  be
construed  to imply a joint  venture,  partnership  or agency  relationship
between the parties;  Engage shall be considered an independent  contractor
when performing any services in connection with this Agreement.

     F.  NOTICES.  Any notice  required  to be  provided  pursuant  to this
Agreement  shall be in  writing  and shall be  deemed  given (a) if by hand
delivery,  upon  receipt  thereof  or (b) if  mailed,  three (3) days after
deposit in the U.S. mails,  postage prepaid,  registered or certified mail,
return receipt  requested.  A facsimile shall be deemed to be received upon
completion of transmission,  as verified by a printout showing satisfactory
transmission,  except that should a facsimile be sent on a nonbusiness day,
receipt  shall be deemed to occur on the next  business  day.  All  notices
shall be addressed  to the parties at the  respective  addresses  indicated
herein.  If  Customer  is  located in a country  other  than the U.S.,  all
notices shall be sent by facsimile.  Each party shall  promptly  notify the
other party of any address change.

     G.  WAIVER.  A failure or delay by either  party to enforce  any right
under  this  Agreement  shall not at any time  constitute  a waiver of such
right or any other right, and shall not modify the rights or obligations of
either party under this Agreement.  Any waiver by either party of any right
under this  Agreement  shall not  constitute  a waiver of such right in the
future.  All rights and  remedies  evidenced  hereby are in addition to and
cumulative  to rights and remedies  available at law or equity or otherwise
available under any other contract.

     H. SEVERABILITY. If any provision or portion of this Agreement is held
to be unenforceable or invalid, the remaining provisions and portions shall
nevertheless  be given  full force and  effect,  and the  parties  agree to
negotiate,  in good faith, a substitute  valid  provision which most nearly
effects the parties' intent in entering this Agreement.

     I.  FORCE  MAJEURE.  Neither  party  will be deemed in  default of any
obligation  hereunder nor be liable for any failure or delay in performance
which results  directly or indirectly  from any cause beyond its reasonable
control, including without limitation, "Acts of God," delays or failures in
the Internet or related carriers and third-party  equipment,  acts of civil
or military authority, strikes, fire, theft, delays by suppliers, or action
or inaction by the other party or any third party.

     J. GOVERNING  LAW. This  Agreement  shall be governed by and construed
under the laws of the  Commonwealth  of  Massachusetts,  without  regard to
principles  of conflicts of laws.  Application  of the U.N.  Convention  of
Contracts for the International Sale of Goods is expressly excluded.

     K. ENTIRE  AGREEMENT.  This Agreement,  including the Appendix and all
Attachments,  is the entire  agreement of the parties,  and  supersedes all
prior agreements and  communications,  whether oral or in writing,  between
the parties with respect to the subject matter of this Agreement. Except as
expressly  provided herein,  no amendment or modification of this Agreement
shall be  effective  unless  made in  writing  and  signed  by  Engage  and
Customer.  If there is any conflict  between the  provisions of the General
Terms and Conditions and any  Attachment,  the provisions of the Attachment
shall control.

     L.  COMPLIANCE WITH LAW.  Customer is solely  responsible for ensuring
that  its use of the  Software  and  Profiles  is in  compliance  with  all
foreign,  federal,  state,  and local laws and  regulations,  and  Customer
represents and warrants to Engage that it will comply with this subsection.

     M.  COUNTERPARTS.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of which shall be deemed an  original  and all of which
together shall constitute one instrument.

<PAGE>
IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly authorized representatives.

ENGAGE TECHNOLOGIES, INC.                CUSTOMER:

By:                                      By:   
   -----------------------------            -------------------------------
   Signature                                Signature


   Printed Name                             Printed Name


   Title                                    Title
<PAGE>
                                                                    APPENDIX
                                                                    --------


                                DEFINITIONS
                                -----------

"AD INSERTION" means the software-automated  process performed by AdManager
which  results in the  insertion of an  advertising  image into a page at a
Customer Site.

"ADMANAGER"  means the release (in object code form) of Engage's  AdManager
software that is current as of the Effective Date, any Updates and Upgrades
thereto, and related Documentation.

"AGREEMENT"  means this License  Agreement,  together with the Appendix and
all Attachments designated on the Cover Page.

"APPLICABLE TIER" means the Tier selected by Customer on the Cover Page.

"AVERAGE  DAILY ADS SERVED"  means the total number of Ad  Insertions  in a
given month divided by the number of calendar days in such month.

"AVERAGE  DAILY  PAGE  REQUESTS"  means the total  number of Page  Requests
initiated by users visiting  Customer Sites in a given month divided by the
number of calendar days in such month.

"BUSINESS  OBJECTS" means the release (in object code form) of the Business
Objects Reporter and Explorer  software  licensed by Engage that is current
as of the Effective  Date,  any Updates and Upgrades  thereto,  and related
Documentation.

"CONFIDENTIAL  INFORMATION" means the Documentation,  information about the
Software, the terms of this Agreement, and any other non-public information
or materials that, if disclosed in written form, is labeled  "confidential"
or, if disclosed orally, is identified as confidential  prior to disclosure
and  submitted  to the other  party  within  thirty  (30) days in a writing
labeled "confidential."

"COVER PAGE" means the first two pages of this Agreement.

"CUSTOMER  SITE"  means the  collection  of pages  operated by or under the
control of Customer within the Domain Name(s).

"DATA" means the past, present and future compilation of "clickstream" data
generated by user activity on the web, as well as such data itself,  within
the Data Repository.

"DATA REPOSITORY" means the proprietary  global repository of Data compiled
and maintained by Engage.

"DOCUMENTATION" means end user materials,  in any form or medium,  provided
by Engage for use with the Software.

"DOMAIN NAME" means the alphanumeric phrase used by Customer to designate a
particular  site on the Internet or an intranet and identified on the Cover
Page.

"DOWNTIME" means the  interruption or failed  initiation of services caused
by the operational  failure of a computer,  or of a system  transmitting or
receiving information from a computer.

"DSSERVER"   means  the   release   (in  object   code  form)  of  Engage's
DecisionSupportServer  software that is current as of the  Effective  Date,
any Updates and Upgrades thereto, and related Documentation.

"EFFECTIVE DATE" means the effective date indicated on the Cover Page.

"ENGINE" means the single  processing  system consisting of either a single
or multiple  processor  unit and its associated RAM memory and disk storage
units,  regardless of platform or operating environment,  on which Customer
will load, execute, and use AdManager.

"ENTERPRISE  SERVER" means a computer server used by Customer to collect or
combine information from one or more Local Servers.

"GLOBAL  BEHAVIOR  PROFILE"  means a unique  record,  resident  in the Data
Repository,  that  characterizes  the  behavior  of a web  browser  on  the
worldwide web.

"LOCAL BEHAVIOR PROFILE" means a unique record  characterizing the behavior
of a Customer Site visitor, as created by ProfileServer.

"LOCAL  DECLARED  PROFILE"  means a unique  record  containing  information
provided by a Customer Site visitor who has completed a registration form.

"LOCAL SERVER" means a computer server used by Customer to host one or more
Customer Sites.

"MAINTENANCE AND SUPPORT  SERVICES" means the services provided to Customer
by Engage in accordance with the terms set forth in Attachment E.

"MARKETING  WORKBENCH"  means the  release  (in  object  code  form) of the
Marketing  Workbench  software licensed by Engage that is current as of the
Effective   Date,   any  Updates   and   Upgrades   thereto,   and  related
Documentation.

"PAGE REQUEST"  means the request for part or all of a web page  (including
the request for a new frame)  that  results  from a user action such as the
input of a URL, a click on a link, a "refresh" command, or navigation.  The
automatic  presentation of images or content without any additional  action
by the user does not constitute a Page Request.

"PERMITTED  ENGINES"  means the  number of Engines  specified  on the Cover
Page.

"PERMITTED  ENTERPRISE  SERVERS"  means the  number of  Enterprise  Servers
specified on the Cover Page.

"PERSONAL  INFORMATION" means the name, phone number,  mailing address, and
social  security  number of a person,  or any other  number  assigned by an
organization that can be correlated with a person's personal identity.

"PROFILE" means a set of Data  associated with a unique web browser,  which
Data  provides  a  demographic  and/or  interest  description  of such  web
browser.

"PROFILE  OPTION" means any of the Local Declared  Profile,  Local Behavior
Profile, or Global Behavior Profile options, as selected by Customer on the
Cover Page, to be used in conjunction with the Software.

"PROFILESERVER"  means  the  release  (in  object  code  form) of  Engage's
ProfileServer  software  that is  current  as of the  Effective  Date,  any
Updates and Upgrades thereto, and related Documentation.

"SEATS" means the maximum number of concurrent  users  authorized to access
the Software at a given time, as designated on the Cover Page.

"SERVICE BUREAU" means a person or entity that uses the Software to deliver
a data profile, report or other services to a third party where such person
or entity receives directly or indirectly in return anything of value.

"SOFTWARE"  means  one or  more  of the  following  software  products,  as
specified  on  the  Cover  Page:  AdManager,  DSServer,  Business  Objects,
Marketing  Workbench,  and ProfileServer,  as well any Updates and Upgrades
thereto.

"SPECIFIED   CONFIGURATION"   means  the  software  products  specified  in
Attachment G. Engage may change the Specified Configuration as required for
operation  of an Update.  Any such change shall be set forth in the release
notes accompanying an Update.

"TIER" means 

"UPDATE" means any update, version,  release,  revision,  patch, bug fix or
modified form of the Software that Engage,  in its sole discretion,  elects
to make available at no additional charge to licensees of the Software that
have purchased Maintenance and Support Services.

"UPGRADE" means an improved and enhanced  version of the Software  released
by Engage subsequent to the version licensed by Customer hereunder.

"VISITOR  DATA" means any data  generated by a web browser's  http requests
and posts within a Customer  Site that is  collected by Customer  using the
Software.

"WARRANTY PERIOD" has the meaning set forth in Section 11(d).
<PAGE>
                                                               ATTACHMENT A
                                                               ------------


                                 ADMANAGER
                                 ---------


A-1.  GRANT  OF  RIGHTS.  Subject  to the  terms  and  conditions  of  this
Agreement,   Engage   grants   Customer   a   royalty-free,   nonexclusive,
nontransferable  (except for temporary transfer for the limited duration of
a CPU  malfunction),  worldwide  license to use AdManager  with the Profile
Option,  if  any,  on the  Permitted  Engines  solely  for the  purpose  of
operating  the Customer  Sites,  provided that the Average Daily Ads Served
does not exceed the maximum number  permitted for the Applicable  Tier, and
provided  further  that  Customer  may use the  Profile  Option  solely for
purposes of Ad Insertion.




ACCEPTED BY:                                    ACCEPTED BY:

ENGAGE:                                         CUSTOMER:  
       ------------------                                -----------------
        Initials                                          Initials
<PAGE>
                                                              ATTACHMENT B
                                                              ------------


                           DECISIONSUPPORTSERVER
                           ---------------------


B-1.  GRANT  OF  RIGHTS.  Subject  to the  terms  and  conditions  of  this
Agreement,   Engage   grants   Customer   a   royalty-free,   nonexclusive,
nontransferable  (except for temporary transfer for the limited duration of
a CPU malfunction),  worldwide license to use (a) DSServer with the Profile
Option,  if any, on the  Permitted  Enterprise  Servers,  provided that the
Average Daily Page Requests  does not exceed the maximum  number  permitted
for the Applicable  Tier, and (b) Marketing  Workbench and Business Objects
for one Seat plus the number of  Additional  Seats  specified  on the Cover
Page, in each case solely for the purpose of operating the Customer Sites.




ACCEPTED BY:                                    ACCEPTED BY:

ENGAGE:                                         CUSTOMER:  
       ------------------                                -----------------
        Initials                                          Initials
<PAGE>
                                                              ATTACHMENT C
                                                              ------------


                               PROFILESERVER
                               -------------


C-1.  GRANT  OF  RIGHTS.  Subject  to the  terms  and  conditions  of  this
Agreement,   Engage   grants   Customer   a   royalty-free,   nonexclusive,
nontransferable  (except for temporary transfer for the limited duration of
a CPU malfunction), worldwide license to use ProfileServer with the Profile
Option, if any, on the Permitted  Enterprise Servers solely for the purpose
of  operating  the Customer  Sites,  provided  that the Average  Daily Page
Requests does not exceed the maximum  number  permitted for the  Applicable
Tier.




ACCEPTED BY:                                    ACCEPTED BY:

ENGAGE:                                         CUSTOMER:  
       ------------------                                -----------------
        Initials                                          Initials
<PAGE>
                                                              ATTACHMENT D
                                                              ------------


                       GLOBAL BEHAVIOR PROFILE OPTION
                       ------------------------------


I.  GRANT OF RIGHTS TO ACCESS  DATA  REPOSITORY.  Subject  to the terms and
conditions  of this  Agreement,  Engage  grants  Customer  a  royalty-free,
nonexclusive,  nontransferable,  worldwide  right to request  and be served
Profiles from the Data Repository for use in conjunction  with the Software
on the Permitted  Enterprise  Servers or Permitted Engines (as the case may
be) solely for the purpose of operating the Customer  Sites,  provided that
the Average  Daily Page  Requests or Average  Daily Ads Served (as the case
may be) does not exceed the maximum  number  permitted  for the  Applicable
Tier.

II.  RESTRICTIONS.  Use of a Profile  other than as expressly  permitted in
Section D-1 is prohibited,  and all rights in the Profiles,  Data, and Data
Repository  other than those expressly  granted to Customer are reserved by
Engage.  Customer has no implied rights. Without limiting the generality of
the  foregoing,  Customer  will  not (i)  retain a  Profile  or a copy of a
Profile, in whole or in part, (ii) use a Profile,  through combination with
other  data or  otherwise,  to attempt to derive  Personal  Information  or
associate Personal Information with a Profile, (iii) combine a Profile with
other  information  and store the  results for later use, or (iv) resell or
transfer a Profile to a third party. Any violation of this Section D-2 will
constitute a material breach of this Agreement. This Section D-2 applies to
Customer's  use of  Profiles  (i.e.,  composite  data drawn  from  Engage's
repository)  and is not  intended  to  limit  Customer's  use of data  that
Customer collects.

III. FEE SCHEDULE FOR PROFILESERVER WITH GLOBAL BEHAVIOR PROFILE OPTION.
     ------------------------------------------------------------------

* If  Customer  uses the  Global  Behavior  Profile  Option  other  than in
connection  with  AdManager,  Customer  shall pay  Engage at the  following
rates:

          ---------------------------------------------
                Number of
          Monthly Page Requests       Monthly Fee

          =============================================

               Up to 99,000                    

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

           100,000 - 1,999,999        +       CPM

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

           2,000,000 and above        +       CPM

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

Note: CPM pricing is based on an accumulated decreasing scale


I. ENGAGE'S  DUTIES.  Engage shall make good faith,  reasonable  efforts to
maintain  operation of the Data  Repository on a 24 hours per day, 365 days
per year basis.  From time to time,  however,  and as may be  necessary  to
maintain the proper operation of the Data  Repository,  Engage may take the
Data  Repository's  web  server(s)  down for  repairs,  upgrades or routine
maintenance.  Engage  will use best  efforts to  minimize  Downtime  and to
notify Customer reasonably in advance of scheduled  Downtime.  Engage shall
have no obligation  with respect to Downtime  except to restore  service as
soon as  reasonably  possible.  In the event of Downtime for a period of 48
consecutive hours, Engage will provide Customer a credit against payment of
future  fees,  which  credit  shall be equal to a pro-rated  portion of the
then-current monthly fee based on the duration of the Downtime.

II. ACCESS TO DATA REPOSITORY. Customer access to the Data Repository shall
be through the Internet  or, at  Customer's  option and expense,  through a
dedicated telecommunications line.

III. CONTRIBUTION OF VISITOR DATA. The Software  automatically will deliver
the Visitor Data from each Customer Site from Customer to Engage.

IV.  ENGAGE'S  USE OF VISITOR  DATA.  Engage  will not (i) collect or store
Personal  Information,  (ii) sell, report or transfer  unprocessed  Visitor
Data from  Customer  to any third  party,  or (iii)  aggregate  or  present
Visitor  Data from  Customer in a form or manner that would  permit a third
party to (a) identify any individual's  Personal Information or identity or
(b) identify the data as originating from Customer.

V.  CLASSIFICATION  FILE.  The  Software  includes a  classification  table
permitting Customer to map Visitor Data to predefined demographic and other
categories  ("Classification  File").  Customer will actively  maintain and
manage  the  Classification  File in  cooperation  with  Engage so that the
Classification File is accurate and comprehensive in its mapping of Visitor
Data. In the event that Engage reasonably believes that Customer is failing
to meet the foregoing standard, Engage will notify Customer of such failure
and,   unless   Customer  cures  the  failure  within  30  days  from  such
notification,  Engage may terminate this Agreement or impose a surcharge on
Customer in accordance with Engage's then-current fees.

VI.  PROPRIETARY  RIGHTS TO VISITOR  DATA.  Customer  shall own its Visitor
Data.  Customer  hereby  grants to  Engage  and its  successors  a paid up,
royalty-free,  perpetual,  irrevocable  license to use such Visitor Data in
any manner necessary to operate the Data Repository and successor  products
and services  thereto;  provided that Engage's use of Visitor Data shall at
all times be in compliance with the restrictions set forth herein.

VII.  PRIVACY  POLICY.  Customer  will at all times during the term of this
Agreement  establish,  maintain  and post on each  Customer  Site a written
policy regarding the collection and use by Customer of visitor information,
including  disclosure  of  participation  in  the  Data  Repository  and  a
reference to the web address of the Engage privacy page. Customer shall act
in accordance with its published privacy policy.

D-11. TERM. The initial term of the Global Operation Profile shall be three
(3) months ("Quarter.") commencing on the Effective Date. The Quarter shall
automatically  renew for successive Quarters unless either party elects not
to renew by providing  the other party with written  notice at least thirty
(30) days prior to the expiration of a Quarter.



ACCEPTED BY:                                    ACCEPTED BY:

ENGAGE:                                         CUSTOMER:  
       ------------------                                -----------------
        Initials                                          Initials
<PAGE>
                                                              ATTACHMENT E
                                                              ------------


                 SOFTWARE MAINTENANCE AND SUPPORT SERVICES
                 -----------------------------------------

1    MAINTENANCE AND SUPPORT  SERVICES.  Engage will provide  Customer with
     the Software  maintenance and support  services set forth in the table
     below at either the  Standard  or Premium  level as  indicated  on the
     Cover Page for the most  current  release of the Software and the most
     current  previous  release of the Software  ("Maintenance  and Support
     Services").  The Maintenance and Support  Services shall apply only to
     the  Software  licensed by Customer  as  specified  on the Cover Page;
     Engage  is not  responsible  for  the  configuration,  maintenance  or
     correction  of  third-party   software,   hardware  or  communications
     facilities.  Engage shall not be obligated to provide  Maintenance and
     Support  Services  if such  services  are  required as a result of (a)
     Customer's neglect or misuse of the Software,  (b) modification of the
     Software  by a person or entity  than other than  Engage  without  the
     prior written consent of Engage,  (c) Customer's  failure to implement
     and use the Specified Configuration, or (d) any other cause beyond the
     reasonable control of Engage. Engage shall not be obligated to respond
     to  requests  for  support  from any  person  or entity  other  than a
     representative  of  Customer  who  has  attended  a  training  session
     provided by Engage.  Engage shall have no liability to any third party
     with respect to the Maintenance and Support Services.

2    UPDATES.  Upon commercial  release of an Update,  Engage shall provide
     such Update to paid-up Maintenance and Support Services Customers.

3    ERROR  CORRECTION.  Customer  may call to  report  an  "Error"  in the
     Software  (i.e.,  a failure of the  Software  to  function in material
     conformity with the  Documentation)  during the hours specified in the
     table below and shall  provide  Engage all  information  necessary for
     diagnosis of the Error.  Engage shall verify  receipt of such requests
     and assign an appropriate Severity Level classification.  Depending on
     the classification, Engage will use commercially reasonable efforts to
     either:  provide  a  software  solution  or  workaround;   provide  an
     avoidance    procedure;    address    the    request   in   the   next
     revision/iteration;   or  discuss  with   Customer   possible   custom
     professional services to resolve Customer's request. Telephone support
     during the hours  specified  in the table  below is  unlimited  in any
     given month.

4    TELEPHONE  SUPPORT.  If a support call is made  outside the  specified
     hours and is not of Severity Level 1, Customer shall pay $125 for each
     such  call  for the  first  hour  (or any  part  of such  hour).  Each
     additional  hour will be  billed at a rate of $125 per hour.  Customer
     shall  cooperate  with Engage to allow the  Software to  automatically
     communicate its status to Engage via Email.

5    TERM.  The initial term of Maintenance  and Support  Services shall be
     one year (the "Term")  commencing  on the  expiration  of the Warranty
     Period if Customer has elected a perpetual term on the Cover Page, and
     commencing   on  the   Effective   Date  if  Customer  has  elected  a
     subscription term on the Cover Page.  Maintenance and Support Services
     shall  automatically  renew for  successive  Terms unless either party
     elects not to renew by providing  the other party with written  notice
     at  least  thirty  (30)  days  prior  to  the  expiration  of a  Term.
     Termination  or expiration  of the  Maintenance  and Support  Services
     shall not affect any other term of this  Agreement.  In the event that
     Customer  elects  to  reinstate   Maintenance  and  Support   Services
     following  termination  of such services by Customer,  Customer  shall
     first pay Engage all fees that would have been paid had  Customer  not
     cancelled such services.

6    PAYMENT. Fees for the initial Term of Maintenance and Support Services
     shall be billed upon the Effective  Date. Fees for renewal Terms shall
     be  billed  forty-five  (45)  days  prior  to  the  expiration  of the
     then-current Term.

7    ENGAGE  PERSONNEL.  In the  performance of the Maintenance and Support
     Services,  Engage  reserves the right to determine  the  assignment of
     Engage  personnel,  to  replace  or  reassign  such  personnel  and to
     subcontract  with  qualified  third  persons  for  part  or all of the
     services.  No person performing services on behalf of Engage hereunder
     shall be restricted or prevented from  performing  services for others
     that are similar to the services provided under this Agreement.

8    ON-SITE VISITS. For purposes of performing the Maintenance and Support
     Services,  Customer may permit  authorized Engage service engineers to
     inspect  periodically during normal business hours Customer's computer
     systems  operating  the  Software.  If  Engage  is  unable  by  remote
     telephone  support  to  address  an Error,  then  Engage,  at its sole
     discretion,  may dispatch a software  engineer to  Customer's  site to
     address the Error. The travel and other  reasonably-incurred  expenses
     of such on-site  assistance  (excluding  the personnel  cost) shall be
     borne by  Customer.  Dispatch  shall be within  twenty four (24) hours
     after Engage has  determined  at its sole  discretion  that  telephone
     assistance is not sufficient. If Customer requests an on-site software
     support  visit and  Engage  reasonably  determines  that the  reported
     problem is not the responsibility of Engage,  Customer shall reimburse
     Engage  for the  cost  of such  personnel  (at  Engage's  then-current
     consulting  rate)  as well as the  costs  reasonably  incurred  by the
     Engage  personnel  in making such visit.  In the event of a Severity 1
     problem,  Engage  shall  dispatch,  at minimum the Account  Manager to
     coordinate from the site any Engage related response efforts within 24
     hours.

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------
    DELIVERABLE              STANDARD LEVEL SUPPORT                  PREMIUM LEVEL SUPPORT

----------------------------------------------------------------------------------------------------
<S>                 <C>                                        <C>
Support Provided    Toll Free Phone Support during Support     Toll Free Phone Support during
                    Hours                                      Support Hours

----------------------------------------------------------------------------------------------------
Support Hours       Monday - Friday 6 A.M. to 8 P.M.           Monday - Friday 6 A.M. to 8 P.M.
                    Eastern time                               Eastern time
                    Severity Levels 1-4                        Severity Levels 1-4
                                                               24 x 7 Beeper support (only Severity
                                                               1 and 2)

----------------------------------------------------------------------------------------------------
Staff               Access to technical support staff          Named Account Manager


----------------------------------------------------------------------------------------------------
Diagnostics         Remote diagnostics available               Remote diagnostics available


----------------------------------------------------------------------------------------------------
Customer Feedback   Quarterly Product Enhancement Ballot       Quarterly Product Enhancement Ballot


----------------------------------------------------------------------------------------------------
Customer            Quarterly Newsletter                       Quarterly Newsletter
Communication

----------------------------------------------------------------------------------------------------
Web site            Access to technical support web site 24    Access to technical support web site
                    x 7 for:                                   24 x 7 for:
                    o  Problem  reporting  and tracking        o  Problem reporting and tracking
                       via the web                                via the web
                    o  Web accessible knowledge base           o  Web accessible knowledge base
                    o  Patches and fixes  available for        o  Patches and fixes available
                       download                                   for download
                    o  Web based  books such as Release        o  Web based books such as Release
                       Notes, Installation Guides, etc.           Notes, Installation Guides, etc.


----------------------------------------------------------------------------------------------------
Proactive Support:  1 Proactive Patch Reporting                1 Proactive Patch Reporting
                    2 Notification of known problems           2 Notification of known
                      and fixes                                  problems and fixes
                    3 Monthly "Wellness Check" and             3 Monthly "Wellness Check" and
                      call review                                call review
                    4 O/S upgrade impact planning              4 O/S upgrade impact planning
                    5 Site scans on  primary URL               5 Site scans on up to 15 URL
                      address                                    addresses
                                                               6 Quarterly review of operations
                                                               o One site visit by a support
                                                                 rep at least once per year.

----------------------------------------------------------------------------------------------------
</TABLE>

Severity Levels Defined:

     Severity 1 - Critical Business Impact   The   Service   or   Software,
                                             regardless of the  environment
                                             or product usage, has complete
                                             loss of service  or  resources
                                             for which no workaround exists
                                             and  Customer's   work  cannot
                                             reasonably continue.

     Severity 2 - Serious Business Impact    The   Service   or   Software,
                                             regardless of the  environment
                                             or  product  usage is  causing
                                             significant  or degraded  loss
                                             of   Customer's   service   or
                                             resources.   A  major  product
                                             flaw with a  workaround,  or a
                                             minor  product  flaw without a
                                             workaround.

     Severity 3 - Minor Business Impact.     The   Service   or   Software,
                                             regardless of the  environment
                                             or  product  usage,  has minor
                                             loss of Customer's  service or
                                             resources.   A  minor  product
                                             flaw with a workaround.

     Severity 4 - No Business Impact.        The  Service or Software is in
                                             full working mode;  Customer's
                                             work is not being  impeded  at
                                             this  time.   Information   is
                                             requested or reported. A minor
                                             irritant.

For Severity Level 1 and 2 Errors, Engage shall use best efforts to respond
to the Error report and resolve  issues within 1 hour. For Severity Level 3
and 4 Errors,  Engage shall use best efforts to respond to the Error report
and resolve issues within 2 hours.



ACCEPTED BY:                                    ACCEPTED BY:

ENGAGE:                                         CUSTOMER:  
       ------------------                                -----------------
        Initials                                          Initials
<PAGE>
                                                                ATTACHMENT F
                                                                ------------

                               OTHER SERVICES
                               --------------

F-1. INSTALLATION.

Engage will provide the number of days indicated  below of on-site  service
with the  purchase of either a Perpetual  or  Subscription  license for the
Software  as  specified  by  Customer  on the Cover  Page.  Customer  shall
reimburse  Engage  travel costs and expenses in  accordance  with  Engage's
expense policy.

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

           ADMANAGER         DOMESTIC             INTERNATIONAL ON-SITE
           DSSERVER           ON-SITE            DAYS OF SERVICE PROVIDED
         PROFILESERVER    DAYS OF SERVICE
                             PROVIDED

     ----------------------------------------------------------------------
             Lite                2                          4

     ----------------------------------------------------------------------
           Standard              2                          4

     ----------------------------------------------------------------------
             Gold                4                          6

     ----------------------------------------------------------------------
           Platinum              4                          6

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

F-2. TRAINING.

a. Public Class.  From time to time,  Engage in its  discretion may offer a
two-day  training  class for one or more  Software  products.  Engage shall
notify  Customer of the times and  locations of such  classes.  The cost of
attendance is $1,100 per person, and Customer is responsible for all travel
and  living  expenses.  The  size of each  class is  limited;  accordingly,
admission is on a first-come first served basis.

b. On Site.  If customer  has elected  on-site  training on the Cover Page,
Engage shall provide a two-day training for the Software product  specified
by  Customer  at a  location  specified  by  Customer.  The  cost  of  such
attendance is as follows:

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

             NUMBER OF                             COST
             ATTENDEES

     ----------------------------------------------------------------------
                1-3                               $3,000

     ----------------------------------------------------------------------
                4-7                               $4,500

     ----------------------------------------------------------------------
                7-12                              $6,000

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

In addition,  Customer shall reimburse Engage training personnel for travel
and living expenses in accordance with Engage's expense policy.

F-3. CONSULTING SERVICES.
     -------------------

a.   Statement of Services.
     ---------------------

     1.  Scope of Work.  Subject  to the  following  terms and  conditions,
Engage  shall  provide  Customer  with  consulting  services   ("Consulting
Services"),  if elected by Customer on the Cover Page, in  accordance  with
the written work order(s)  agreed to by the parties (each a "Work  Order").
Attached hereto as Schedule A is the first such Work Order. Each additional
Work Order shall set forth the  respective  obligations  of the parties and
parameters of the project in a fashion substantially similar to Schedule A.
Upon  execution  by an  authorized  representative  of each of  Engage  and
Customer,  a Work  Order  shall be  deemed  fully  incorporated  herein  by
reference.  In the event of any  conflict  between this Section F-3 and any
Work Order,  this Section F-3 shall  control;  in the event of any conflict
between two or more Work  Orders,  the most  recently  executed  Work Order
shall control.

     2.  Estimated  Completion  Dates.  Each  Work  Order  may  specify  an
estimated  completion  date for completion of the Consulting  Services.  At
Customer's request,  Engage shall use reasonable efforts to estimate such a
due date based on Engage's  thencurrent  understanding  of the requirements
involved  in  performing  the  Consulting  Services.   Any  such  estimated
completion  date is made for project  planning  purposes  only and is not a
guarantee;  Engage  may  revise an  estimated  completion  date at any time
should events beyond Engage's  control or the assumptions upon which Engage
relied in calculating its initial estimate change the scope or magnitude of
the Consulting Services.

b.  Duties of Engage.  The  Consulting  Services  shall be  performed  in a
workmanlike and professional  manner by personnel assigned by Engage having
a level  of skill in the area  commensurate  with the  requirements  of the
Consulting Services to be performed. Engage alone shall control the manner,
means and method by which Engage performs the Consulting  Services.  Engage
shall  have  sole   responsibility  for  payment  of  compensation  to  its
personnel.  Engage  shall have the right to engage  contractors,  temporary
employees,  consultants, vendors, and suppliers at its discretion to assist
in delivering or performing the  Consulting  Services.  In such event,  any
such individuals or entities shall be subject to confidentiality provisions
consistent  with those set forth in the Agreement,  and Engage shall remain
primarily  liable to Customer for the  performance of Engage's  obligations
hereunder.

c.  Duties of  Customer.  Customer  shall fully  cooperate  with and assist
Engage in the  performance of the Consulting  Services and shall  undertake
the  responsibilities  specified  in this  Section  F-3 and any  additional
responsibilities  specified  in a Work Order at its own  expense.  Customer
shall appoint a qualified  project  manager who shall be authorized to make
binding  decisions for Customer  regarding  this  Agreement,  and who shall
review  all   specifications,   technical  materials  and  other  documents
submitted  by Engage,  request  necessary  corrections,  and  approve  such
documents;  provide to Engage requested  Customer  information and data and
assume  responsibility  for the  accuracy  of the  same;  advise  Engage of
Customer's  requirements;  and upon request,  provide  access to Customer's
staff,  facilities  and hardware  and  software as necessary  for Engage to
perform the Consulting Services.

d. Dependencies on Customer. Engage shall have no liability to Customer for
Customer's  damages,  expenses or costs from delays or failures in Engage's
performance of the Consulting  Services under this Agreement resulting from
Customer  "change  orders"  (i.e.,  work not  specified in the Work Order),
failure of Customer to perform its responsibilities, or failure of Customer
to provide  accurate and complete data and  instructions in accordance with
the  procedures  set forth in a Work Order.  Any such  Customer  changes or
delays in performance by Customer may result in a  corresponding  extension
in the time periods for performance by Engage and/or adjustment to the fees
specified in the Work Order.  Engage's sole liability to Customer or to any
third  party  for  claims,  regardless  of the form of such  claims  (e.g.,
contract,   negligence,  or  other),  arising  out  of  any  delay  in  the
performance  of the  Consulting  Services  for any  reason  shall be to use
commercially  reasonable  efforts to provide  the  Consulting  Services  as
promptly as reasonably practicable thereafter.

e. Compensation. Unless otherwise specified in a Work Order, the Consulting
Services shall be rendered on a time and materials basis at the rate stated
in each Work  Order.  In  addition,  Customer  shall  reimburse  Engage for
outofpocket expenses incurred in connection with the Consulting Services in
accordance  with  Engage's  expense  policy.  Estimates  of total  fees for
projects  may be  provided  in a Work  Order  solely for  project  planning
purposes. Engage does not guarantee such estimates.  Engage shall, however,
notify  Customer if it becomes aware that its  completion of the Consulting
Services will exceed the estimate, and Customer may then terminate the Work
Order and pay only for the Consulting Services actually rendered.

f. Term and Termination.  The Consulting Services shall become effective on
the Effective  Date and shall continue in effect through the earlier of (a)
completion  of all  Consulting  Services to be rendered  under this Section
F-3, (b)  termination  of the Agreement,  or (c)  termination of Consulting
Services by either party as permitted below. Either party may terminate the
Consulting  Services  generally or the  applicable  Work Order in the event
that the other party  materially  breaches a provision  of this Section F-3
and fails to cure such breach within thirty (30) days of receiving  written
notice of such breach from the other party.  Termination  of the Consulting
Services  shall  terminate  all Work  Orders but shall not affect any other
provision of the  Agreement;  termination  of a Work Order shall not affect
any  provision  of  this  Section  F-3 or of the  Agreement.  Customer  may
terminate a Work Order at any time by giving Engage no less than sixty (60)
days prior written notice.

g. Proprietary Rights.
   ------------------

     1. Engage Ownership;  Customer License.  Except as provided in Section
F-3(g)(2)  below,  the  Consulting  Services  and  related   documentation,
together  with all other data and  materials,  all  software  codes,  trade
secrets, design concepts,  discoveries,  ideas, enhancements,  improvements
and inventions  related  thereto  ("Proprietary  Information")  supplied by
Engage  to  Customer  pursuant  to this  Agreement:  (i) are the  exclusive
property  of Engage  and shall  remain so;  and (ii) are  confidential  and
proprietary  trade secrets of Engage,  protected by law, and of substantial
value to  Engage,  and may not be used or  disclosed  without  the  written
consent  of  Engage.   Customer  shall  retain  in  strict  confidence  the
Proprietary Information,  shall not disclose the Proprietary Information to
others,  and may use the Proprietary  Information solely in connection with
this Agreement.  The Consulting Services shall only be used by Customer for
the purposes set forth in this  Agreement.  Engage hereby grants Customer a
license, under the same terms and conditions in the Agreement governing the
Software to which the Consulting  Services pertain,  to use the elements of
the  work  product  identified  expressly  on  the  applicable  Work  Order
("Licensed Materials"). If the Licensed Materials consist of computer code,
Engage hereby grants  Customer a license to use the source code form of the
Licensed  Materials  solely for purposes of  performing  error  correction,
subject to the other terms and conditions of this Agreement.

     2. Customer Ownership. In the event that Proprietary  Information,  in
whole or in part, is not included in the base form of any Engage product or
service and will not be so  included in the future in the sole  judgment of
Engage,  the  applicable  Work Order shall  indicate  that the  Proprietary
Information shall be owned by Customer;  provided, however, that as between
Engage  and  Customer,  Engage  shall own all  pre-existing  and  pre-owned
elements  of the  Proprietary  Information  and  shall  have  the  right to
commercialize   any  such  materials  for  any  purpose.   All  Proprietary
Information  that is not  identified  expressly in a Work Order as owned by
Customer shall be owned by Engage.

h. Support. For a period of thirty (30) days following delivery of the work
product under a Work Order, Engage will use commercially reasonable efforts
to address  Severity  Level 1 and 2 Errors (as  defined  in  Attachment  E,
Section E-3).  Customer shall be solely  responsible  for  maintenance  and
support of the work product in all other respects;  Maintenance and Support
Services do not apply to work  product  delivered  to  Customer  under this
Section F-3.


ACCEPTED BY:                                    ACCEPTED BY:

ENGAGE:                                         CUSTOMER:  
       ------------------                                -----------------
        Initials                                          Initials
<PAGE>
                                                              ATTACHMENT G
                                                              ------------


                          SPECIFIED CONFIGURATION
                          -----------------------


PROFILESERVER / DSSERVER:

          ----------------------------------------------------------------
          Enterprise Server     Microsoft SQL Server 6.5 on Windows NT 4.0
                                Oracle Server 8.0 on Sun Solaris 2.6
                                Informix Online Dynamic Server 7.2 on Sun 
                                Solaris 2.6

          ----------------------------------------------------------------
          Local Server          Microsoft Internet Information Server 4.0  
                                on Windows NT 4.0
                                Netscape Enterprise Server 3.51 on Solaris
                                2.6
                                Netscape Enterprise Server 3.51 on Windows 
                                NT 4.0

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

ADMANAGER:

          ----------------------------------------------------------------
          Operating             Sun Solaris 2.5.1, 2.6
          System/Clients        MS Windows NT Server 4.0

          ----------------------------------------------------------------
          Web Server Plug-Ins   Apache 1.2.5
                                ISAPI (IIS 2.0, 3.0, 4.0)
                                NSAPI (Netscape FastTrack 3.0, Netscape
                                Enterprise 3.01)

          ----------------------------------------------------------------
          Client Libraries      MS Windows NT Server 4.0
                                Solaris 2.5.1, 2.6
                                BSD
                                Dec Alpha NT
                                Dec Alpha Unix
                                Linux

          ----------------------------------------------------------------
          Databases             Informix 7.2.4 on Windows NT 4.0 SP3
                                Oracle 7.3.3.0.0 for Solaris 2.5 and 2.6
                                Oracle 7.3.3.0.0 for Windows NT SP3
                                Sybase 11.0 1.1 on Solaris 2.5.1
                                MS SQL Server 6.05.02 on NT 4.0 Server SP1

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




ACCEPTED BY:                                    ACCEPTED BY:

ENGAGE:                                         CUSTOMER:  
       ------------------                                -----------------
        Initials                                          Initials