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                                                                    EXHIBIT 99.5

            This REGISTRATION RIGHTS AGREEMENT is made and entered into as of
______________, by and between CROSS MEDIA MARKETING CORPORATION, a Delaware
corporation (the "Company"), and the undersigned (the "Securityholder").

            The Securityholder is the beneficial owner of certain Registrable
Securities (as defined below) issued by the Company. The Company and the
Securityholder deem it to be in their respective best interests to set forth the
rights of the Securityholder in connection with public offerings and sales of
the Registrable Securities.

            NOW, THEREFORE, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the Company and the
Securityholder, intending legally to be bound, hereby agree as follows.

            SECTION 1. DEFINITIONS. As used in this Agreement, the following
terms shall have the following meanings:

            "Affiliate" of any person means any other person who either directly
or indirectly is in control of, is controlled by, or is under common control
with such person.

            "Business Day" shall mean any Monday, Tuesday, Wednesday, Thursday
or Friday that is not a day on which banking institutions in The City of New
York are authorized by law, regulation or executive order to close.

            "Capital Stock" shall mean all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock.

            "Common Stock" shall mean the common stock, par value $.001 per
share, of the Company.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are in effect from time to time.

            "Holder" shall mean any Person that beneficially owns Registrable
Securities, including such successors and assigns as acquire Registrable
Securities, directly or indirectly, from such Person. For purposes of this
Agreement, the Company may deem the registered holder of a Registrable Security
as the Holder thereof.

            "Person" shall mean an individual, partnership, corporation, limited
liability company, joint venture trust or unincorporated organization, a
government or agency or political subdivision thereof or any other entity.

            "Prospectus" shall mean the prospectus included in any Registration
Statement, as amended or supplemented by a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered
by such Registration Statement and by all
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other amendments and supplements to the prospectus, including post-effective
amendments and all material incorporated by reference in such prospectus.

            "Registrable Securities" shall mean (i) the shares of Common Stock
issuable upon exercise of the warrant to purchase up to 330,000 shares of Common
Stock, issued by the Company to the Securityholder, dated as of even date
herewith, but only those shares of Common Stock that have vested under the terms
of such warrant; and (ii) any other securities issued or issuable as a result
of, or in connection with, any stock dividend, stock split or reverse stock
split, combination, recapitalization, reclassification, merger or consolidation,
exchange or distribution in respect of the Common Stock referred to above.

            "Registration Expenses" shall have the definition set forth in
Section 4 hereof.

            "Registration Statement" shall mean any registration statement which
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included therein, all amendments and
supplements to such Registration Statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.

            "Restricted Securities" shall have the meaning set forth in Section
2 hereof.

            "Rule 144" shall mean Rule 144 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.

            "Rule 415" shall mean Rule 415 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.

            "Rule 903" shall mean Rule 903 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.

            "Rule 904" shall mean Rule 904 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.

            "SEC" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.

            "Securities Act" shall mean the Securities Act of 1933, as amended
(or any similar successor federal statute), and the rules and regulations
thereunder, as the same are in effect from time to time.

            "Shelf Registration" shall mean the registration of Registrable
Securities for sale on a continuous or delayed basis pursuant to Rule 415.

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            "Shelf Registration Statement" shall mean a Registration Statement
filed in connection with a Shelf Registration.

            "Underwritten Offering" shall mean a registered offering in which
securities of the Company are sold to an underwriter for reoffering to the
public.

            SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT. The securities
entitled to the benefits of this Agreement are the Registrable Securities but,
with respect to any particular Registrable Security, only so long as such
security continues to be a Restricted Security. A Registrable Security that has
ceased to be a Registrable Security cannot thereafter become a Registrable
Security. As used herein, a Restricted Security is a Registrable Security which
has not been effectively registered under the Securities Act and distributed in
accordance with an effective Registration Statement and which has not been
distributed by the Holder pursuant to Rule 144, Rule 903 or Rule 904, unless, in
the case of a Registrable Security distributed pursuant to Rule 903 or 904, any
applicable restricted period has not expired or the SEC or its staff has taken
the position in a published release, ruling or no-action letter that securities
distributed under Rule 903 or 904 are ineligible for resale in the United States
under Section 4(1) of the Securities Act notwithstanding expiration of the
applicable restricted period.

            SECTION 3. PIGGYBACK REGISTRATION.

            (a) If the Company at any time proposes to file a registration
statement with respect to any class of equity securities for its own account
(other than in connection with the Registration Statement on Form S-4 or S-8 (or
any successor or substantially similar form), or of (A) an employee stock
option, stock purchase or compensation plan or of securities issued or issuable
pursuant to any such plan, or (B) a dividend reinvestment plan), other than for
the registration of securities for sale on a continuous or delayed basis
pursuant to Rule 415, then the Company shall in each case give written notice of
such proposed filing to the Holder of Registrable Securities at least fifteen
(15) days before the anticipated filing date of any such registration statement
by the Company, and such notice shall offer to the Holder the opportunity to
have any or all of the Registrable Securities held by the Holder included in
such registration statement. The Holder of Registrable Securities desiring to
have its Registrable Securities registered under this Section 4 shall so advise
the Company in writing within ten (10) days after the date such notice is given
(which request shall set forth the amount of Registrable Securities for which
registration is requested), and the Company shall use its best reasonable
efforts to include in such Registration Statement all such Registrable
Securities so requested to be included therein.

            (b) Notwithstanding the foregoing, if the managing underwriter or
underwriters of any such proposed public offering advises the Company that the
total amount or kind of securities which the Holder of Registrable Securities,
the Company and any other persons or entities intended to be included in such
proposed public offering is sufficiently large to adversely affect the success
of such proposed public offering, then the amount or kind of securities to be
offered for the account of the Holder of Registrable Securities shall be
allocated first to the Company and any holder of securities including securities
in such Registration Statement pursuant to the exercise of demand registration
rights (a "Requesting Securityholder"), then reduced pro rata, together with the
amount or kind of securities to be offered for the

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accounts of any other persons requesting registration of securities pursuant to
rights similar to the rights of the Holder under this Section 3, to the extent
necessary to reduce the total amount or kind of securities to be included in
such proposed public offering to the amount or kind recommended by such managing
underwriter or underwriters before the securities offered by the Company or any
Requesting Securityholder are so reduced. Anything to the contrary in this
Agreement notwithstanding, the Company may withdraw or postpone a Registration
Statement referred to herein at any time before it becomes effective or
withdraw, postpone or terminate the offering after it becomes effective without
obligation to the Holder or Holder of the Registrable Securities.

            (c) In connection with its obligation under this Section 3, the
Company will (i) furnish to the selling Holder of Registrable Securities without
charge, at least one copy of any effective Registration Statement and any
post-effective amendments thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all documents incorporated therein by
reference and all exhibits (including those incorporated by reference) in the
form filed with the SEC; and (ii) deliver to the selling Holder of Registrable
Securities and the underwriters, if any, without charge, as many copies of the
then effective Prospectus (including each prospectus subject to completion) and
any amendments or supplements thereto as such Persons may reasonably request.

            (d) As a condition to the inclusion of its Registrable Securities,
Holder shall furnish to the Company such information regarding such Holder and
the distribution proposed by such Holder as the Company may request in writing
or as shall be required in connection with any registration, qualification or
compliance referred to in this Agreement.

            (e) Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
happening of any event that, in the good faith judgment of the Company's Board
of Directors, requires the suspension of the Holder's rights under this Section
3, such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the then current Prospectus until such Holder is advised in writing
by the Company that the use of the Prospectus may be resumed. If the Company
shall have given any such notice during a period when a Registration Statement
is in effect, the Company shall extend the period during which such registration
statement shall be maintained effective pursuant to this Agreement by the number
of days during which any such disposition of Registrable Securities is
discontinued pursuant to this Subsection 3(e). If so directed by the Company, on
the happening of such event, the Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.

            (f) Holder hereby covenants with the Company (i) not to make any
sale of the Registrable Securities without effectively causing the prospectus
delivery requirements under the Securities Act to be satisfied, and (ii) if such
Registrable Securities are to be sold by any method or in any transaction other
than on a national securities exchange, the Nasdaq National Market, Nasdaq
SmallCap Market or in the over-the-counter market, in privately negotiated
transactions, or in a combination of such methods, to notify the Company at
least five (5) business days prior to the date on which the Holder first offers
to sell any such Registrable Securities.

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            (g) Holder acknowledges and agrees that the Registrable Securities
sold pursuant to the Registration Statement described in this Agreement are not
transferable on the books of the Company unless the stock certificate submitted
to the transfer agent evidencing such Registrable Securities is accompanied by a
certificate reasonably satisfactory to the Company to the effect that (i) the
Registrable Securities have been sold in accordance with such Registration
Statement and (ii) the requirement of delivering a current Prospectus has been
satisfied.

            (h) Holder shall not take any action with respect to any
distribution deemed to be made pursuant to such Registration Statement, which
would constitute a violation of Regulation M under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or any other applicable rule,
regulation or law.

            (i) Upon the expiration of the effectiveness of any Registration
Statement, the Holder of Registrable Securities included in the Registration
Statement shall discontinue sales of shares pursuant to such Registration
Statement upon receipt of notice from the Company of its intention to remove
from registration the shares covered by such Registration Statement which remain
unsold, and such Holders shall notify the Company of the number of shares
registered which remain unsold immediately upon receipt of such notice from the
Company.

            (j) In the case of the registration of any underwritten primary
offering initiated by the Company (other than any registration by the Company on
Form S-4 or Form S-8 (or any successor or substantially similar form), or of (A)
an employee stock option, stock purchase or compensation plan or of securities
issued or issuable pursuant to any such plan, or (B) a dividend reinvestment
plan) or any underwritten secondary offering initiated at the request of a
holder of securities of the Company pursuant to registration rights granted by
the Company, Holder agrees not to effect any public sale or distribution of
securities of the Company except as part of such underwritten registration,
during the period beginning fifteen (15) days prior to the closing date of such
underwritten offering and during the period ending ninety (90) days after such
closing date (or such longer period as may be reasonably requested by the
Company or by the managing underwriter or underwriters).

            (k) Anything to the contrary contained in this Agreement
notwithstanding, when, in the opinion of counsel for the Company, registration
of the Registrable Securities is not required by the Securities Act, in
connection with a proposed sale of such Registrable Securities, the Holder shall
have no rights pursuant to this Section 3. In furtherance and not in limitation
of the foregoing, Holder shall have no rights pursuant to this Section 3 at such
time as all of Holder's Registrable Securities may be sold in a three-month
period pursuant to Rule 144.

            SECTION 4. REGISTRATION EXPENSES. All expenses incident to the
Company's performance of or compliance with this Agreement, including without
limitation all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of
counsel in connection with blue sky qualifications or registrations (or the
obtaining of exemptions therefrom) of the Registrable Securities), printing
expenses (including expenses of printing Prospectuses), messenger and delivery
expenses, internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
fees and disbursements of its counsel and its

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independent certified public accountants, securities acts liability insurance
(if the Company elects to obtain such insurance), fees and expenses of any
special experts retained by the Company in connection with any registration
hereunder and fees and expenses of other Persons retained by the Company (all
such expenses being referred to as "Registration Expenses"), shall be borne by
the Company; provided, that Registration Expenses shall not include any fees and
expenses of counsel for the Holder, the expenses of any special audit or
accounting review (other than a review or audit of the Company's year-end
financial statements), out-of-pocket expenses incurred by the Holder and
underwriting discounts, commissions or fees attributable to the sale of the
Registrable Securities. All expenses relating to the sale of securities
registered by or on behalf of Holder shall be borne by Holder pro rata on the
basis of the number of securities so registered; provided that if Holder uses
its own legal counsel in addition to one counsel for all of the Holders of
securities registered on behalf of the Holders, such Holder shall bear the cost
of such counsel.

            SECTION 5. INDEMNIFICATION.

            (a) Indemnification by the Company. To the extent permitted by law,
the Company shall indemnify the Holder of the Registrable Securities and each
person controlling such Holder within the meaning of Section 15 of the
Securities Act, with respect to which any registration has been effected
pursuant to this Agreement, against all claims, losses, damages and liabilities
(or action, in respect thereof), including any of the foregoing incurred in
settlement of any litigation, commenced or threatened (subject to Subsection
5(c) below), arising out of or based on any untrue statement of a material fact
contained in any Registration Statement, Prospectus or offering circular, or any
amendment or supplement thereof, incident to any such registration, or based on
any omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in light of the
circumstances in which they were made, and shall reimburse the Holder of the
Registrable Securities and each person controlling such Holder, for legal and
other expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action as incurred; provided, that
the Company shall not be liable in any such case to the extent that any untrue
statement or omission is made in reliance upon and in conformity with
information furnished to the Company by or on behalf of any Holder and stated to
be specifically for use in preparation of such Registration Statement,
Prospectus or offering circular; provided, further, that the Company shall not
be liable in any such case where the claim, loss, damage or liability arises out
of, or is related to, the failure of Holder to comply with the covenants and
agreements contained in this Agreement. The foregoing indemnity is subject to
the condition that, insofar as it relates to any such untrue statement or
alleged untrue statement or omission or alleged omission made in the preliminary
Prospectus but eliminated or remedied in the amended Prospectus on file with the
Securities and Exchange Commission at the time the Registration Statement
becomes effective or in the amended Prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) of the Securities Act or in the
Prospectus subject to completion and term sheet under Rule 434 of the Securities
Act, which together meet the requirements of Section 10(a) of the Securities Act
(the "Final Prospectus"), such indemnity shall not inure to the benefit of any
such Holder or any such controlling person. The Company will also indemnify
underwriters participating in the distribution, their officers, directors,
employees, partners and agents, and each Person who controls such underwriters
(within the meaning of the Securities Act), to the

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same extent as provided above with respect to the indemnification of the Holders
of Registrable Securities, if so requested.

            (b) Indemnification by Holders of Registrable Securities. In
connection with any Registration Statement in which the Holder of Registrable
Securities is participating, each such Holder will furnish to the Company in
writing such information and affidavits as the Company requests for use in
connection with any such Registration Statement or Prospectus. Holder will, if
Registrable Securities held by such Holder are included in the securities as to
which such registration is being effected, indemnify the Company, each of its
directors and officers, each underwriter of the Registrable Securities, each
other Person who holds securities as to which such registration is being
effected, and each person who controls any such Person within the meaning of
Section 15 of the Securities Act, against all claims, losses, damages and
liabilities (or actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or threatened (subject to
Subsection 5(c) below), arising out of, or based on, any untrue statement of a
material fact contained in any Registration Statement, Prospectus or offering
circular, or any amendment or supplement thereof, incident to any such
registration, or based on any omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in light of the circumstances in which they were made, and will reimburse the
Company, such directors and officers, each underwriter of the Registrable
Securities, each other Person who holds securities as to which such registration
is being effected, and each person controlling any such Person, the Company for
reasonable legal and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action as
incurred, in each case to the extent, but only to the extent, that such untrue
statement or omission is made in reliance upon and in conformity with written
information and/or affidavits furnished to the Company by or on behalf of such
Holder; provided, that the indemnity shall not apply to the extent that such
claim, loss, damage or liability results from the fact that a current copy of
the Prospectus was not made available to the Holder and such current copy of the
Prospectus would have cured the defect giving rise to such loss, claim, damage
or liability. The Company and the other Persons described above shall be
entitled to receive indemnities from underwriters participating in the
distribution, to the same extent as provided above, with respect to information
furnished in writing by such underwriters specifically for inclusion in any or
Registration Statement, Prospectus or offering circular.

            (c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) permit such
indemnifying party to assume the defense of such claim with counsel of such
indemnifying party's choice; provided, however, that any Person entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (A) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to the indemnified party in a timely
manner or (B) a written opinion of counsel reasonably acceptable to the
indemnifying party, asserts that a conflict of interest exists between such
person and the indemnifying party with respect to such claims (in which case, if
the Person notifies the indemnifying party in writing that such Person elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense

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of such claim on behalf of such person). The indemnifying party will not be
subject to any liability for any settlement made without its consent. No
indemnified party will be required to consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect of such claim or litigation. An indemnifying party who
is not entitled to, or elects not to, assume the defense of the claim will not
be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim.

            (d) Contribution. If for any reason the indemnification provided for
in Subsection 5(a) or Subsection 5(b) is unavailable to an indemnified party or
insufficient to hold it harmless as contemplated by Subsection 5(a) and
Subsection 5(b), then the indemnifying party shall contribute to the amount paid
or payable by the indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect not only the relative
benefits received by the indemnifying party and the indemnified party, but also
the relative fault of the indemnifying party and the indemnified party, as well
as any other relevant equitable considerations. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentations.

            SECTION 6. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.

            (a) The determination of whether any offering of Registrable
Securities will be an Underwritten Offering shall be made in good faith judgment
of the Board of Directors of the Company. In the event that the Board of
Directors of the Company determines that such offering shall be an Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Company.

            (b) No Person may participate in any Underwritten Offering hereunder
unless such Person (i) agrees to sell such Person's Registrable Securities on
the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.
Nothing in this Section 6 shall be construed to create any additional rights
regarding the registration of Registrable Securities in any Person otherwise
than as set forth herein.

            SECTION 7. PUBLIC INFORMATION. With a view to making available to
the Holder the benefits of certain rules and regulations of the SEC which at any
time permit the sale of the Registrable Securities to the public without
registration, the Company shall use its best reasonable efforts:

            (a) to make and keep public information available, as those terms
are understood and defined in Rule 144 at all times; and

            (b) to file with the SEC in a timely manner all reports and other
documents required of the Company under the Exchange Act.

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            SECTION 8. AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this Section 8, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of the
Holder.

            SECTION 9. NOTICES. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or air-courier guaranteeing overnight delivery:

                  (a) If to the Holder, at the most current address given by
      such Holder to the Company, in accordance with the provisions of this
      Section 9, which address initially is, with respect to each Holder, listed
      below such Holder's name on the signature page hereof.

                  (b) If to the Company, initially at 410 Park Avenue, Suite
      830, New York, New York 10022, attention: Ronald Altbach, and thereafter
      at such other address as may be designated from time to time by notice
      given in accordance with the provisions of this Section 10, with a copy to
      Kramer Levin Naftalis & Frankel LLP, 919 Third Avenue, New York, New York
      10022, attention: Bonnie D. Podolsky, Esq.

                  (c) All such notices and other communications shall be deemed
      to have been delivered and received (i) in the case of personal delivery,
      telecopier or telegram, on the date of such delivery, (ii) in the case of
      air courier, on the Business Day after the date when sent and (iii) in the
      case of mailing, on the third Business Day following such mailing.

            SECTION 10. ASSIGNABILITY. The rights to cause the Company to
register Registrable Securities granted to the Holder by the Company under
Section 3 may be assigned by a Holder only in connection with a transfer by such
Holder of its Registrable Securities, provided that (i) such transfer may
otherwise be effected in accordance with applicable securities laws; (ii) such
transfer involves not fewer than all of such Holder's Registrable Securities,
(iii) such Holder gives prior written notice to the Company; and (iv) such
transferee agrees to comply with the terms and provisions of this Agreement, and
such transfer is otherwise in compliance with this Agreement. Except as
specifically permitted by this Section 10, the rights of a Holder with respect
to Registrable Securities as set out herein shall not be transferable to any
other Person, and any attempted transfer shall cause all rights of such Holder
therein to be forfeited.

            SECTION 11. COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

            SECTION 12. HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

            SECTION 13. GOVERNING LAW. This agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
regard any State's principles of conflicts of laws.

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            SECTION 14. JURISDICTION; FORUM. Each party hereto consents and
submits to the exclusive jurisdiction of any state court sitting in the County
of New York or federal court sitting in the Southern District of the State of
New York in connection with any dispute arising out of or relating to this
Agreement, and agrees that all suits, actions and proceedings brought by such
party hereunder shall be brought only in such jurisdictions. Each party hereto
waives any objection to the laying of venue in such courts and any claim that
any such action has been brought in an inconvenient forum. To the extent
permitted by law, any judgment in respect of a dispute arising out of or
relating to this Agreement may be enforced in any other jurisdiction within or
outside the United States by suit on the judgment, a certified copy of such
judgment being conclusive evidence of the fact and amount of such judgment. Each
party hereto agrees that personal service of process may be effected by any of
the means specified in Section 9, addressed to such party. The foregoing shall
not limit the rights of any party to serve process in any other manner permitted
by law.

            SECTION 15. SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

            SECTION 16. ENTIRE AGREEMENT. This Agreement is intended by the
parties as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.



                  [Remainder of Page Intentionally Left Blank]

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

                                 CROSS MEDIA MARKETING
                                 CORPORATION




                                 By:
                                    ------------------------------------------
                                    Name:
                                    Title:


                                 THE SECURITYHOLDER:


                                 [INSERT NAME]


                                 By:
                                    ------------------------------------------
                                    Name:
                                    Title:



                                 ADDRESS FOR NOTICES:



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