REGIONAL MEDIA PARTNER
                     PROMOTION AND REVENUE SHARING AGREEMENT



     THIS AGREEMENT, dated _____________, 1997, is by and between NAVIDEC, INC.,
a Colorado  corporation  ("Navidec"),  and THE  DENVER  POST,  a  ______________
("Media Partner").

                                    RECITALS:

     A.  Navidec  is  an  Internet   solution  provider  and  is  developing  an
Internet-based  marketing  program for new and used automobiles known as "Wheels
by Navidec".

     B. The  Wheels by  Navidec  program is  comprised  of  several  components,
including U.S.  Wheels and various  Regional  Wheels (as those terms are defined
below).

     C. Navidec  desires to obtain the  assistance of Media Partner in promoting
Colorado Wheels (as hereinafter defined) throughout the state of Colorado.

     D. Navidec and Media Partner desire to set forth their agreement  regarding
the services to be rendered by each to the other with  respect to the  promotion
and  development  of,  and  regarding  the  sharing  of  revenues  generated  by
subscriptions to, Colorado Wheels.

     NOW,  THEREFORE,  in  consideration of the foregoing  Recitals,  the mutual
covenants  and  agreements  set  forth  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

     1.  DEFINITIONS.  The  following  terms  when used  herein  shall  have the
following meanings:

          1.1 Buyer  Profile.  A "Buyer  Profile" is  information  provided by a
Prospect in  completing  an online  customer  information  form within  Colorado
Wheels including name, address, phone number and e-mail address.  Prospects will
complete this information in order to have a Subscriber  contact the Prospect in
connection with a specific vehicle or to apply for credit.

          1.2 Colorado Wheels. "Colorado Wheels" means the Regional Wheels being
developed by Navidec for the state of Colorado.

          1.3 Colorado Wheels  Recurring  Revenue.  "Colorado  Wheels  Recurring
Revenue"  means with respect to each month during the term of this Agreement the
aggregate of Net Monthly  Dealer  Franchise  Fees,  Dealer Lookup Fees and Buyer
Prospect Fees due from Subscribers for such month.



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          1.4 Colorado Wheels Setup Proceeds.  "Colorado  Wheels Setup Proceeds"
means,  with  respect  to each  month  during  the term of this  Agreement,  the
aggregate of Dealer Setup Fees and Dealer  Inventory  Integration  Fees due from
Subscribers for such month.

          1.5 Dealer  Franchise  Fees.  "Dealer  Franchise Fees" means the gross
monthly franchise fees due from Subscribers with respect to their  participation
in Colorado Wheels.

          1.6 Dealer Inventory  Integration Fee. A "Dealer Inventory Integration
Fee" is a one  time  fee  charged  to a  Subscriber  for the  computer  software
required  to  provide a  seamless  integration  of the  Subscriber's  automobile
inventory system with Colorado Wheels. Navidec anticipates that such integration
will be provided using  software  obtained from a third party vendor and that to
obtain  the right to use such  software  Navidec  will be  required  to pay such
vendor  the  entire  Dealer   Inventory   Integration  Fee  received  from  each
Subscriber,  as well as a monthly  franchise fee. The monthly franchise fee paid
to such third party vendor shall be deducted from gross monthly  franchise  fees
received from Subscribers in computing Net Monthly Dealer Franchise Fees.

          1.7 Dealer Lookup. A "Dealer Lookup" occurs when a Prospect  retrieves
information about a Subscriber from within Colorado Wheels.  This can occur upon
a specific request of the Prospect to view information about a Subscriber or can
occur  when a  Prospect  elects  to view  the  information  about  a  Subscriber
associated with a particular vehicle listed on Colorado Wheels.

          1.8 Dealer  Lookup  Fees.  "Dealer  Lookup Fees" are fees charged to a
Subscriber  when a  Prospect  performs  a Dealer  Lookup  with  respect  to such
Subscriber.

          1.9  Dealer  Setup Fee.  A "Dealer  Setup  Fee" is a fee  charged to a
Subscriber by Navidec for training employees of the Subscriber in utilization of
Colorado  Wheels and the management of referrals  received from Colorado  Wheels
and for setting up the  Subscriber's  information page within Colorado Wheels. A
Dealer  Setup Fee  generally  will be a one time fee charged  when a  Subscriber
first subscribes to Colorado  Wheels.  However,  an additional  Dealer Setup Fee
will be charged each time Navidec is requested to provide additional training on
Colorado Wheels to a Subscriber's employees.

          1.10 Kiosks.  "Kiosks" are a value added reseller  product  offered by
Navidec  consisting of free standing,  touch screen computer  kiosks  configured
with  software  enabling  them to access U.S.  Wheels,  Regional  Wheels  and/or
individual  automobile dealership websites with a Subscriber- selected subset of
the full data bases stored locally on the Kiosk.

          1.11 Launch Party Expenses. "Launch Party Expenses" means all expenses
incurred by Navidec  and/or Media Partner in  connection  with the reception and
dinner to be held  September  18, 1997 at  Lakewood  Country  Club in  Lakewood,
Colorado for the purpose of introducing automobile dealers in the Colorado Front
Range area to Colorado Wheels and shall include, without limitation, the cost of
renting a room for the  reception  at Lakewood  Country Club and the cost of the
dinner provided.  All Launch Party Expenses shall be shared by Navidec and Media



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Partner on a 50/50 basis and shall be reimbursed  to Navidec and Media  Partner,
as  applicable,  out of Colorado  Wheels  Recurring  Revenue  before any revenue
sharing of Colorado Wheels  Recurring  Revenue between Media Partner and Navidec
shall occur.

          1.12 Missiles.  "Missiles" are a value added reseller  product offered
by Navidec to Subscribers which participate in Wheels by Navidec. The Missile is
a high end notebook computer  configured with software enabling a user to access
U.S. Wheels,  Regional Wheels and/or individual  automobile  dealership websites
using data stored locally on the Missile.

          1.13 Navidec Trademarks. "Navidec Trademarks" means Wheels by Navidec,
U.S.Wheels,   Regional  Wheels,   the  individual  names   (including,   without
limitation,  Colorado Wheels and Colorado Wheels by The Denver Post)  ultimately
given to the various Regional Wheels, any product names developed for Kiosks and
Missiles and any other  identifying names or designs developed by either Navidec
or Media Partner for use in connection with Wheels by Navidec.

          1.14 Net Monthly Dealer  Franchise Fees. "Net Monthly Dealer Franchise
Fees" means the Dealer  Franchise Fees due from  Subscribers,  minus the monthly
franchise  fees  required  to be paid  by  Navidec  to the  third  party  vendor
providing  the  computer  software  that  allows  seamless  integration  of  the
Subscriber's automobile inventory system with Colorado Wheels.

          1.15 Operating Account. "Operating Account" means an operating account
to be maintained  by Navidec with ____ Bank,  which account shall be in the name
of Navidec,  shall be solely for the deposit of revenues  generated  by Colorado
Wheels  pursuant to this  Agreement and shall  require for  withdrawal of monies
therefrom signatures of two officers of Navidec,  whose names shall be furnished
to Media Partner.

          1.16 Promotional Expenses.  "Promotional Expenses" include the cost of
advertising  undertaken  by Media Partner with respect to Colorado  Wheels;  the
cost of producing all promotional materials for promoting Colorado Wheels; legal
fees  incurred  by Media  Partner in  connection  with the  negotiation  of this
Agreement;  salaries, commissions and benefits paid or provided by Media Partner
to its  employees;  transportation,  lodging and meal  expenses for employees of
Media Partner;  and any other expenses incurred by Media Partner with respect to
the performance of its  obligations  hereunder.  Notwithstanding  the foregoing,
Promotional Expenses shall not include Launch Party Expenses.

          1.17 Prospect. A "Prospect" is any person who accesses Colorado Wheels
over  the  Internet  or  from  a  Kiosk  located  at a  location  other  than  a
Subscriber's business premises.

          1.18 Prospect Fees.  "Prospect  Fees" are fees charged to a Subscriber
when a Prospect completes a Buyer Profile for such Subscriber.

          1.19  Regional  Wheels.   "Regional  Wheels"  are  the  Internet-based
regional motor vehicle  marketing  programs being developed by Navidec for local
and/or  regional  marketing  of new  and  used  vehicles  offered  for  sale  by
automobile dealerships,  banks, finance companies and other organizations having
automobiles for sale.


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          1.20  Subscribers.  "Subscribers"  means those persons or entities who
have subscribed to Colorado  Wheels.  Media Partner and Navidec  anticipate that
Subscribers  will include  individual  automobile  dealerships,  banks,  finance
companies and other  organizations  located within the state of Colorado  having
automobiles for sale.

          1.21  U.S.  Wheels.  "U.S.  Wheels"  is the  Internet-based  marketing
program  being  developed  by Navidec  for  national  marketing  of new and used
vehicles offered for sale by automobile  dealerships,  banks,  finance companies
and other organizations having automobiles for sale.

          1.22 U.S.  Wheels  Revenue.  "U.S.  Wheels Revenue" means all revenues
generated by subscriptions to U.S. Wheels.

          1.23 Wheels by Navidec.  "Wheels by Navidec" means the  Internet-based
marketing  program  for new and used  automobiles  being  developed  by Navidec.
Components  of Wheels by Navidec  include  U.S.  Wheels,  the  various  Regional
Wheels,  individual  automobile  dealer websites  developed by Navidec,  Kiosks,
Missiles and customized  intranet  services  developed by Navidec for individual
automobile dealerships.

     2. MEDIA PARTNER PROMOTIONAL SERVICES.

          2.1 General.  Navidec hereby appoints Media Partner, and Media Partner
hereby accepts such appointment,  as Navidec's promotional agent in the state of
Colorado for  promoting  Colorado  Wheels to the  automobile  purchasing  public
within  the state of  Colorado.  By its  acceptance  of such  appointment  Media
Partner  represents  and  warrants  to  Navidec  that (i) it is duly  organized,
validly  existing  and in good  standing  under  the  laws of the  state  of its
incorporation, has qualified to do business in the state of Colorado and has all
requisite  power and authority to enter into and perform its  obligations  under
this Agreement, (ii) the person signing this Agreement for it is duly authorized
to execute  this  Agreement on its behalf and (iii) it has secured and will keep
in effect throughout the term of this Agreement all necessary licenses,  permits
and  authorizations  to enable it, and all  agents and  employees  acting on its
behalf,  to perform all of its duties and  obligations  under this Agreement and
shall  notify   Navidec   immediately   should  any  such  license,   permit  or
authorization  no longer be in effect or in good standing.  Notwithstanding  the
agency  granted  hereinabove,  Navidec  reserves the right (a) to grant to other
media  organizations  located  outside  of the  state of  Colorado  the right to
promote  Regional Wheels within their  circulation or broadcast areas and (b) to
itself market and promote Wheels by Navidec throughout the United States.

     The  promotional  services to be provided by Media Partner  shall  include,
without limitation, the following:



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<PAGE>

                  2.1.1    Ongoing  promotion  of Colorado Wheels in The Denver
                           Post newspaper.

                  2.1.2    Ongoing  promotion of Colorado  Wheels  through Media
                           Partner's internet publications.

                  2.1.3    Ongoing   promotion   of  Colorado   Wheels   through
                           inclusion  of the  Colorado  Wheels  logo  and URL in
                           Media Partner's ongoing print, television,  radio and
                           billboard promotional campaigns.

          2.2  Authority.  Media Partner shall have no authority to bind Navidec
in any manner  whatsoever  and shall neither hold itself out nor avail itself of
any opportunity or circumstance to the contrary. Without limiting the generality
of the  foregoing,  Media  Partner shall have no authority to make or enter into
any agreement  relating to Colorado Wheels or any component of Wheels by Navidec
on behalf of Navidec.

          2.3 Reporting.  Media Partner shall provide Navidec monthly reports in
a form reasonably  acceptable to Navidec outlining all promotional  efforts made
by Media Partner pursuant to this Agreement since the date of the last report.

          2.4  Expenses.  Media  Partner  shall  bear all  Promotional  Expenses
incurred by it.

          2.5 Wheels by Navidec Designation.  All promotional materials produced
by or on behalf of Media Partner for purposes of promoting Colorado Wheels shall
have displayed in a conspicuous place thereon the statement that Colorado Wheels
has been "Designed by Navidec".

     3. NAVIDEC SERVICES.

          3.1 Wheels by Navidec  Development.  Navidec shall have responsibility
for development, testing and implementation of Colorado Wheels.

          3.2   Installation   of  Wheels  by   Navidec.   Navidec   shall  have
responsibility for installing Colorado Wheels for each Subscriber.

          3.3  Infrastructure  Support.  Navidec  shall  provide  all  necessary
hardware,  third party software,  networking  solutions and other infrastructure
required for Colorado Wheels.

     4. U.S. WHEELS.

          4.1  Participation  in Colorado  Wheels.  Any person or entity located
within the state of Colorado  that desires to subscribe to U.S.  Wheels shall be
required to also subscribe to Colorado  Wheels.  In any such case the Subscriber
shall pay the setup and monthly fees  applicable to Colorado Wheels and shall be
provided its subscription to U.S. Wheels without  requirement for payment of the
setup or monthly fee therefor.


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          4.2 No Revenue Sharing.  Navidec shall be entitled to 100% of all U.S.
Wheels Revenue, if any.

     5.  COLORADO WHEELS.

          5.1 Inclusion of Subscribers in U.S.  Wheels.  Every  Subscriber shall
automatically  be offered a subscription to U.S. Wheels without  requirement for
payment of the setup or monthly fee therefor.

          5.2 Revenue Sharing/Recurring Revenue. Media Partner and Navidec shall
share Colorado Wheels Recurring Revenue as follows:

                  Media Partner             85%
                  Navidec                   15%

Media Partner  shall not be entitled to share in any other revenue  generated by
the Wheels by Navidec program or any component thereof.

          5.3 Setup Proceeds.  Navidec shall be entitled to 100% of all Colorado
Wheels  Setup  Proceeds and shall pay  therefrom  all setup and  franchise  fees
required to be paid to the third party vendor providing the software that allows
seamless  integration  of the  Subscriber's  automobile  inventory  system  with
Colorado Wheels.

          5.4 License,  Host and Service  Fees. In  consideration  of the agency
granted to Media Partner pursuant to Section 2.1 above,  Media Partner shall pay
to Navidec the following fees:

                  5.4.1  License  Fee. A one time License Fee of $50,000 for the
         right to promote Colorado Wheels in the state of Colorado.  The License
         Fee shall be paid in two equal  installments of $25,000 each. The first
         installment  has  already  been  billed to Media  Partner.  The  second
         installment  will be billed to Media Partner  during the fourth quarter
         of 1997.

                  5.4.2  Host Fee.  A monthly  Host Fee of $2,000  covering  the
         provision by Navidec of high speed redundant network access to Colorado
         Wheels,  server  capacity  for the Colorado  Wheels  website and dealer
         inventory  database  and  physical  and network  security  for Colorado
         Wheels.  The Host Fee shall be due and payable on the first day of each
         calendar month during the term of this Agreement.

                  5.4.3  Service Fee A monthly  Service  Fee of $1,700  covering
         Navidec's ongoing research,  development and deployment of new software
         releases  for  Colorado  Wheels  and  management  of a "Help  Desk" for
         Subscribers.  The Service Fee shall be due and payable on the first day
         of each calendar month during the term of this Agreement.

     6.  TERM.

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<PAGE>

          6.1 Primary Term and Renewals.  This Agreement shall become  effective
on the date that it has been  executed  by both  Navidec  and Media  Partner and
shall  continue  in full force and effect  until the firts  anniversary  thereof
unless otherwise terminated as provided herein. Thereafter, this Agreement shall
automatically  renew from year to year for additional one-year terms on the same
terms and  conditions as set forth herein,  unless either party hereto has given
written  notice  to the  other  party no later  than  ninety  days  prior to the
conclusion of the term then in effect of such party's election not to renew this
Agreement.  This Agreement  shall otherwise be terminable only on the conditions
and in the manner provided hereinbelow.

          6.2  Termination for Cause.  Notwithstanding  anything to the contrary
contained  in this  Agreement,  in the event either party shall fail to cure any
material  default or breach by such party  hereunder  within  thirty  days after
receipt of written notice of such default or breach from the other party,  or in
the event such default cannot reasonably be cured within such thirty day period,
within such additional time as may be reasonably  necessary to cure such default
so long as such party is diligently proceeding to accomplish such cure, then the
non-defaulting  party may terminate this Agreement.  If the non-defaulting party
shall elect to terminate this Agreement, this Agreement shall terminate ten days
after receipt by the defaulting  party of notice of the  non-defaulting  party's
election to terminate this Agreement.

          6.3 Bankruptcy.  In the event a petition for bankruptcy is filed by or
against either party hereto,  on if either party hereto shall make an assignment
for the benefit of its creditors or take advantage of any insolvency act, either
party  may  terminate  this  Agreement  by  written  notice to the  other,  such
termination to be effective immediately upon the giving of such written notice.

          6.4 Continued Responsibility. Notwithstanding the receipt by one party
of notice from the other party terminating this Agreement,  the parties agree to
use their best efforts with respect to the administration of Colorado Wheels and
the  performance  of this  Agreement  until the effective date of termination of
this Agreement. In addition,  notwithstanding the termination of this Agreement,
Media  Partner  shall  remain  entitled  to  receive  for a  period  of one year
following  such  termination  its 85%  share of all  Colorado  Wheels  Recurring
Revenue generated by the Colorado Wheels program as such program is in effect on
the  date  of  termination  of this  Agreement,  but  shall  have  no  right  to
participate in any Colorado Wheels Recurring Revenue generated after the date of
termination  by reason of  expansion  of the  number of  Subscribers  within the
Colorado Wheels program or the addition of new revenue generating  components to
the program.

     7.  OWNERSHIP OF TRADEMARKS.

          7.1 Navidec  Trademarks.  Media Partner  acknowledges  that all of the
Navidec Trademarks are the sole property of Navidec, and Media Partner shall not
have any rights to the same except as expressly set forth in this Agreement.



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     8.   LICENSES.

          8.1  Trademarks.  Navidec  hereby grants to Media  Partner,  and Media
Partner hereby accepts from Navidec,  a nonexclusive  license during the term of
this Agreement to use the Navidec  Trademarks in conjunction  with its promotion
of Colorado Wheels.  The license granted hereby shall expire  concurrently  with
the expiration or termination of this Agreement.

          8.2  Representation  and  Warranty.   Navidec  hereby  represents  and
warrants to Media  Partner that  Navidec is the owner of the Navidec  Trademarks
and has the power and authority to license the same to Media Partner.

          8.3  Infringement.  Media Partner  agrees to cooperate with Navidec to
protect  Media  Partner  and  Navidec   against   infringement  of  the  Navidec
Trademarks,  including,  but not limited to, the defense or  prosecution  of any
lawsuits if, in the judgment of counsel to Navidec,  such action is necessary or
advisable.  Navidec shall pay all costs and expenses, including attorneys' fees,
incurred  with  respect  thereto.  Navidec  agrees to enforce and take all steps
reasonably  necessary  to  maintain  the  continuing  validity  of  the  Navidec
Trademarks.

     9.   CONFIDENTIALITY AGREEMENTS.

          9.1 Media Partner. Media Partner, for itself, its officers, directors,
agents, legal representatives,  successors and assigns, covenants that its shall
maintain  on a strictly  confidential  basis  and,  except as may  otherwise  be
required by law,  will not  disclose to any person or entity  (except to such of
Media  Partner's  officers,  directors,  employees,  accountants,  attorneys and
agents who require access to such information for the proper  administration  of
this  Agreement  and  Colorado  Wheels,  but only  after  obtaining  appropriate
confidentiality  agreements from such persons) any information provided to Media
Partner by Navidec  which  Navidec  identifies  at the time of delivery to Media
Partner as being  confidential  and subject to the terms of this Section.  Media
Partner further  covenants that any such  confidential  information  provided to
Media Partner by Navidec shall be used by Media Partner  solely for the purposes
of performing its obligations to Navidec as set forth in this Agreement.

          9.2 Navidec.  Navidec,  for itself, its officers,  directors,  agents,
legal representatives, successors and assigns, covenants that its shall maintain
on a strictly  confidential  basis and,  except as may  otherwise be required by
law,  will not  disclose  to any person or entity  (except to such of  Navidec's
officers, directors,  employees,  accountants,  attorneys and agents who require
access to such information for the proper  administration  of this Agreement and
Wheels  by  Navidec,  but  only  after  obtaining  appropriate   confidentiality
agreements  from such  persons)  any  information  provided  to Navidec by Media
Partner  which Media  Partner  identifies  at the time of delivery to Navidec as
being  confidential  and subject to the terms of this Section.  Navidec  further
covenants that any such  confidential  information  provided to Navidec by Media
Partner  shall be used by Navidec  solely for the  purposes  of  developing  and
marketing Colorado Wheels.


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     10.  ACCOUNTING/BILLING.

          10.1 Billing;  Collections.  Navidec shall promptly calculate and bill
Subscribers and diligently demand, collect, receive and give receipt for any and
all revenue generated by Colorado Wheels.  All such monies so collected shall be
deposited into the Operating Account.

          10.2  Accounting.  Navidec  shall prepare and provide to Media Partner
within twenty calendar days after the end of each calendar month during the term
of this  Agreement,  a true,  complete and accurate  accounting of (a) the gross
revenue  generated by Colorado Wheels for such calendar month, (b) all allowable
reimbursements to Navidec or Media Partner out of such gross revenue (including,
without limitation,  any unrecovered Launch Party Expenses paid by Media Partner
or Navidec,  amounts paid to the third party vendor  providing the software that
allows seamless integration of the Subscriber's automobile inventory system with
Colorado Wheels and any amounts paid by Navidec pursuant to Section 10.4 below),
and (c) Media  Partner's  share of Colorado  Wheels  Recurring  Revenue for such
month. Upon delivery of such monthly accounting to Media Partner,  Navidec shall
issue a check to Media  Partner for Media  Partner's  share of  Colorado  Wheels
Recurring Revenue actually collected for such month.

          10.3  Audit.  Media  Partner  shall  have  the  right  to  conduct  an
examination  of and to audit the books and records  maintained  by Navidec  with
respect to the administration of this Agreement and the Colorado Wheels program.
Any such  examination  or audit  shall be  performed  at the  offices of Navidec
during  normal  business  hours and upon  reasonable  prior  notice  to  Navidec
thereof.  Should the audit discover errors in the record keeping,  Navidec shall
immediately  correct the same and shall promptly inform Media Partner in writing
of the corrective  action taken.  Audits  conducted by Media Partner shall be at
its expense.  Media Partner's right to audit the books and records maintained by
Navidec with respect to the  administration  of this  Agreement and the Colorado
Wheels  program shall  survive the  expiration  or earlier  termination  of this
Agreement.

          10.4 Use of Counsel and Other Professionals.  If Navidec shall require
the assistance of outside attorneys,  accountants or other professionals for any
reason associated with the proper  administration of Colorado Wheels,  including
without  limitation,  in  connection  with  efforts to collect  amounts due from
Subscribers,  Navidec shall have the authority to retain such  professionals  on
such terms as Navidec deems reasonable and appropriate in the  circumstances and
to pay such professionals out of the Operating Account.  Any such payments shall
constitute Marketing Costs and Expenses. Navidec shall include a full accounting
of any such payments in its monthly reports to Media Partner  provided  pursuant
to Section 10.2 above.

     11.  MISCELLANEOUS.

          11.1 Entire  Agreement.  This Agreement  contains the entire agreement
between the parties  respecting  the matters herein set forth and supersedes all
prior agreements,  whether written or oral,  between the parties respecting such
matters.  Any amendments or modifications  hereto in order to be effective shall
be in writing and executed by the parties hereto.


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          11.2  Severability.  If any  provision of this  Agreement  shall be or
become invalid or unenforceable,  such invalidity or unenforceability  shall not
invalidate or render unenforceable the remaining portions of this Agreement, and
such  remaining  portions  shall be  construed  as  though  not  containing  the
particular  invalid or unenforceable  provision or provisions and the rights and
obligations of the parties shall be construed and enforced accordingly.

          11.3 No  Assignment.  Media Partner shall not assign this Agreement or
any of its  obligations  hereunder  to any  person or entity  without  the prior
written consent of Navidec,  which consent may be given or withheld in Navidec's
sole and absolute discretion.

          11.4 Binding  Effect.  Subject to the  restrictions  on Assignment set
forth in Section 11.3 above,  this Agreement  shall be binding upon and inure to
the  benefit  of  Navidec  and  Media  Partner  and their  respective  officers,
directors, agents, legal representatives, successors and assigns.

          11.5 No Joint Venture. Media Partner and Navidec are not and shall not
be considered  joint venturers nor partners and neither shall have power to bind
or obligate the other except as set forth in this Agreement.

          11.6 Time of  Essence.  Time is of the essence in the  performance  of
each and every term, condition, and covenant of this Agreement.

          11.7  Counterparts.  This  Agreement  may be executed in any number of
counterparts,  each of which when so executed and  delivered  shall be deemed an
original,  but such counterparts  together shall constitute but one and the same
instrument.

          11.8 Paragraph  Headings.  The paragraph headings herein contained are
for purposes of  identification  only and shall not be  considered in construing
this Agreement.

          11.9  Arbitration.  Any  dispute  between  Navidec  and Media  Partner
hereunder  shall be settled by arbitration  conducted by in Denver,  Colorado in
accordance with the rules of the American Arbitration Association.  In the event
the parties are unable to agree on an arbitrator within thirty days after either
party initiates  arbitration  pursuant to this section,  the arbitrator shall be
selected by the Denver, Colorado office of the American Arbitration Association.
The prevailing  party in any such  arbitration  shall, at the sole discretion of
the arbitrator,  be entitled to an award of some or all of its reasonable  costs
and attorney fees incurred  therein.  The cost of the arbitrator  shall be borne
equally by Navidec and Media Partner.  The decision by the  arbitrator  shall be
final and binding on the parties.

          11.10  Attorneys'  Fees. The prevailing  party in any legal proceeding
brought to enforce  rights  hereunder  shall  recover  from the other  party its
reasonable attorneys' fees and costs. As used herein the term "prevailing party"
means the party entitled to recover costs in any suit, whether or not brought to
judgment, and whether or not incurred before or after the filing of suit.


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<PAGE>



          11.11  Waiver.  Except as herein  expressly  provided,  no waiver by a
party of any  breach of this  Agreement  or of any  warranty  or  representation
hereunder by another party shall be deemed to be a waiver of any other breach of
any kind or nature  (whether  preceding or succeeding  and whether or not of the
same or similar nature),  and no acceptance of payment or performance by a party
after any such  breach by  another  party  shall be deemed to be a waiver of any
further breach of this Agreement or of any  representation or warranty hereunder
by such other party whether or not the first party knows of such a breach at the
time it accepts such payment or  performance.  No failure on the part of a party
to  exercise  any  right it may have by the terms  hereunder  or by law upon the
default  of another  party,  and no delay in the  exercise  thereof by the first
party at any time when such other party may continue to be so in default,  shall
operate as a waiver of any default,  or as a modification  in any respect of the
provisions of this Agreement.

          11.12  Gender.  Whenever the singular or plural  number,  masculine or
feminine or neuter gender is used herein, it shall equally include the other.

          11.13 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado.

          11.14 Notices.  All notices,  demands, or other  communications of any
type (herein collectively referred to as "Notices") given by either party to the
other,  whether  required  by  this  Agreement  or in  any  way  related  to the
transactions  contracted for herein, shall be void and of no effect unless given
in  accordance  with the  provisions  of this  Agreement.  All Notices  shall be
legible and in writing and shall be delivered to the party to whom the Notice is
directed,  either in person with a receipt  requested  therefor or by  facsimile
transmission  or sent by a  recognized  overnight  courier  service for next day
delivery or by United States certified mail, return receipt  requested,  postage
prepaid and addressed to the party at its address or facsimile  number set forth
below,  and the same shall be effective (a) upon receipt or refusal if delivered
personally,  (b) upon receipt if delivered  by  facsimile,  (c) one business day
after depositing with such an overnight  courier service,  or (d) three business
days after deposit in the mails if mailed, addressed to party to whom the Notice
is directed.  Either  party hereto may change the address for Notices  specified
above by giving the other party ten days advance  written  Notice of such change
of address.

         To Media Partner:                  The Denver Post
                                            ==========================
                                            Fax:_______________________

         To Navidec:                        Navidec, Inc.
                                            14 Inverness Drive East
                                            Suite F-116
                                            Englewood, CO 80112
                                            Fax: (303) 790-8845



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<PAGE>


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

                                         NAVIDEC, INC.


Date:__________________                  By:_____________________________
                                               Ralph Armijo, President


                                         THE DENVER POST


Date:__________________                  By:_____________________________

                                         Name:___________________________

                                         Title:____________________________


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